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Quote of the Day

“A lot of what I do is challenge assumptions . . . which often looks like you are asking stupid questions.” - Sergio Marchionne


Posted in Security Analysis.

POST Chief Needs More Protein

Last week, we took a look at William Stiritz and how he produced a track record worthy of Outsiders fame. While many of the Outsiders are no longer among us or have been so successful as to be almost universally associated with investment acumen (we’re talking to you Warren Buffett), some continue to work their magic in relative obscurity.

Our Ralston Purina story, A Public LBO, concluded with the company’s sale to Nestle in 2001.  But the action didn’t stop there.  In 2007, Ralston Purina acquired Post Holdings from Kraft Foods and folded it into the Ralcorp division, which had a history in the branded cereal business. After Ralcorp itself was spun off from Ralston Purina in 2011, Post Foods was spun off by Ralcorp in early 2012. Enter Mr. Stiritz.

There is nothing sexy about breakfast cereal.  The business has been in secular decline for some time, although we believe the trend is more like a slow bleed than a death blow (it’s entirely possible that I am biased by recent experience watching Lucca pound a box of Cheerios per week).


Despite Lucca’s growing appetite, Stiritz took the reins at Post with an eye toward the new trends shaping modern breakfast and began a rapid transformation of the company, guided by Buffett’s timeless advice:

“Should you find yourself in a chronically leaking boat, energy devoted to changing vessels is likely to be more productive than energy devoted to patching leaks.”

Stiritz identified changes taking place at the breakfast table. First and foremost is the shift towards higher protein diets (which coincidentally has been accompanied by new haircuts, popped collars, muscle milk and Jägerbombs).

The second factor transforming breakfast routines is increased mobility of families during the morning hours. Gone are the days where many families sit down for a quiet breakfast before skipping off to school. Families today are much more likely to grab a breakfast bar as they sprint out the door or slow down just enough to grab a McGriddle through the drive-through window on the way to the office.

Last but not least, a growing portion of consumers are moving to healthier options, including gluten-free, organic, and non-GMO foods.

Since the spin-off, Stiritz has moved quickly to position the company for these shifting dynamics through an aggressive acquisition program. POST has completed half a dozen deals in under two years, paying reasonable multiples of 8-10x cash flow and transforming the business from a stale cereal manufacturer to a diversified portfolio with a much improved organic growth profile.

Organic Growth

Starting with Attune Foods, an organic cereal marketer, Post’s acquisitions have addressed one or more of the underlying trends in the breakfast segment.  Among these acquisitions, Golden Boy Foods offers almond and other nut butters, Premier Protein offers protein shakes, and Dakota Growers produces organic private label pastas. So far, these brands have not contributed materially to performance but they generally occupy faster growing segments and serve as platforms for future acquisitions.

Post’s largest acquisition occurred earlier this year when it purchased Michael Foods, a value-added egg and potato product manufacturer, for $2.5 billion. The company has been owned by three successive private equity owners since 2000, demonstrating the company’s ability to generate consistent cash flows. More importantly, we believe the business opens doors for Stiritz via increased penetration into additional channels and broadening distribution capabilities.

POST’s buying spree has reduced the company’s exposure to its highly cash generative cereal business (which made up 100% of sales when the company came public). Michael Foods accelerated this process as new POST now generates nearly three-quarters of its revenue from more highly fragmented, faster growing segments of the market.

POST Portfolio

Stiritz has moved quickly to “change vessels” and looks poised to make further acquisitions after closing on the previously announced PowerBar acquisition this fall. His strategy is not without risk, as demonstrated last quarter. POST has employed leverage liberally to make acquisitions and as a result, a significant downturn in Post Cereals or Michael Foods could meaningfully limit management’s flexibility.

We have patiently waited and watched the stock’s levitation higher during the past year as investors continually bid up the Stiritiz Premium.   With the stock trading more than 40% below recent highs and at a discount to peers, investors can buy POST today and get Stiritz for free.  The company’s 2013 Annual Report illustrates the value in this option:

As our name implies, Post Holdings is a holding company for operating assets. For a holding company to add value, it must demonstrate to its stakeholders that ownership of operating assets through the holding corporation is a superior alternative to direct ownership of these assets. We add value by:

  • Identifying opportunities to invest in categories that are growing relatively faster than our core, but may lack independent scale (e.g. private label and active nutrition).
  • Acquiring or recruiting management teams capable of driving consolidation.
  • Maintaining Centers of Excellence that allow for enterprise wide resource sharing while not inhibiting the adaptive cultures that make each unit successful.
  • Utilizing strategic portfolio management rather than maximum synergistic efficiency.
  • Encouraging, enabling, and when warranted, rewarding appropriate risk taking.

Post Holdings competes for your capital allocation. To earn it we must deliver risk adjusted returns commensurate with your assessment of risk and your alternatives. Perhaps uniquely, we view Post as a hybrid of a traditional public company and a private equity fund. We use many of the same tools as a private equity company – relatively higher leverage, investment analysis and adaptive management. We also view our portfolio as dynamic, reacting to opportunities as they develop. However, unlike most private equity firms, we also provide Centers of Excellence to create competitive advantages for our operating companies. And we do this in the public forum allowing our investors greater transparency and, most importantly, the ability to act on their own accord.

As you can see, we are pretty excited about the shifts taking place at the breakfast table and just as excited to go along for the ride with Bill Stiritz.

Lucca Breakfast

Posted in Security Analysis.

Return of the Grave Dancer

Although there was no mention of Grave Dancers in Thorndike’s Outsiders, we’d add Sam Zell to the list of Capital Surgeons. Here are a few excerpts from the above-captioned classic:

The emergence of the Grave Dancer reflects an alteration in the risk reward ratio of real estate investment. The classic motivation for real estate investment is passive reflecting a desire for stability, security, inflation protection and growth. However the Grave Dancer is an active investor seeking greater risk by acquiring property in distress and even greater reward by earning the economic benefit from successful resurrection. The Grave Dancer’s measure of reward is reflected by improving the value of real estate, which if successful far outpaces the performance of the economy.

Grave Dancing is not for the faint of heart. Opportunities arise from the distress of others, but such distress does not assure success for the Grave Dancer. Careful assessment of the risk/reward ratio will increase probability of success. The institutionalization of real estate has brought many investors to real estate. The short term perspective of today’s lenders materially reduces the size of an potential reward which may be achieved by a successful effort. In past periods, lenders were willing to alter the terms of their loans and leave them for 15-20 years. Now concessions are achievable, but only in a short term perspective of 5-7 years.

The lack of discipline that creates the Grave Dancer’s opportunity is contagious. The undisciplined Grave Dancer can easily become a victim rather than the savior. Taking risks today for tomorrow’s reward is both the most challenging and difficult of tasks. Unbridled optimism must be tempered with reality. The Grave Dancer’s motto must always be, “I suffer from knowing the numbers.” His success will emanate from an understanding of supply and demand, the basic premise of Economics 101.

Grave Dancer: See also William McMorrow.  See also Kennedy Wilson

The Return of the Grave Dancer

Posted in Guru Focus, Security Analysis.

A Public LBO

In our last post, we highlighted a few lessons from Thorndike’s Capital Surgeons. With this sound advice in mind, we’ll take a closer look at one Outsider’s history of success before analyzing the platform he is constructing today.

Ralston Purina was a fairly typical packaged food company during the 1970s. Led by CEO Hal Dean, the company invested mountains of cash flow into a jumbled collection of operating businesses until Dean’s retirement in 1980.

The stock hadn’t budged in a decade, when Bill Stiritz earned the top job by providing the board with a detailed strategy for the company. He wasted little time in implementing his plan, restructuring the company by divesting less profitable businesses, and positioning Ralston as a focused branded products company.

Stiritz proved to be a shrewd seller.  He knew what assets were worth and was a willing seller for the right price – there were no sacred cows and these asset sales were an important source of cash for the company early on.

After selling off noncore operations, Stiritz initiated an aggressive stock repurchase program in the early 1980s, a time when repurchases were controversial and signaled a lack of investment opportunity to the average investor. Contrary to conventional wisdom, Stiritz believed that repurchases were the highest probability investments he could make and went on to repurchase 60% of Ralston’s stock with multiples at cyclical lows.

Once the initial round of divestitures was complete, Stiritz focused on sourcing deals directly from sellers, preferring companies that had been mismanaged by prior owners. He bought businesses that Ralston could improve via marketing expertise and distribution efficiencies.

Stiritz only pursued opportunities that presented compelling returns under conservative assumptions and he disdained the false precision of detailed financial models (so do we).  “I really only cared about the key assumptions going into the model. First, I wanted to know about the underlying trends in the market: its growth and competitive dynamics.” The approach featured a single sheet of paper and an intense scrutiny on only the most important variables, not a laundry list of projections.

Stiritz leveraged (no pun intended) a private equity mindset. He appreciated that businesses with highly predictable cash flows could employ debt to enhance returns. As such, Ralston consistently maintained industry-high debt ratios.  He financed two large acquisitions in the 1980s by taking on debt totaling 30% of the company’s value before making his largest purchase ever, buying Energizer from a motivated seller.

Throughout the 1990s, Stiritz focused on opportunistic share repurchases and occasional acquisitions before developing an appreciation for a relatively new structuring device to rationalize Ralston’s brand portfolio. As some of the company’s businesses were not receiving the attention they deserved, he began to use spin-offs to release entrepreneurial energy while deferring capital gains taxes. In Thorndike’s words:

From the outset, Stiritz had been a believer in decentralization, working to reduce layers of corporate bureaucracy and giving responsibility and autonomy for the company’s key businesses to a close-knit group of managers. He viewed spin-offs as a further move in this direction – the ultimate decentralization – providing managers and shareholders with an attractive combination of transparency and autonomy and allowing managers to be compensated more directly on their operating results than was possible in the larger conglomerated structure of the mother company.

Stiritz began spinning off a collection of small brands in 1994 and concluded the program in 2000 with the spin-off of Energizer, transforming Ralston into a dominant pure play pet food company. In 2001, the company was sold to Nestle for a record price of $10.4 billion.

Stiritz himself likened capital allocation to poker, in which the key skills were an ability to calculate odds, read personalities and make large bets when the odds were overwhelmingly in your favor. He was an active acquirer who was also comfortable selling or spinning off businesses that he felt were mature or underappreciated by Wall Street.

In 1981, it would have been impossible to predict the transformation Bill Stiritz would achieve at Ralston or the remarkable impact he would have on the company’s shares.  Pretax margins grew from 9% to 15% and ROE more than doubled under his stewardship. When combined with a shrinking share base, this produced exceptional growth in earnings per share. A dollar invested with Stiritz when he stepped into the driver’s seat at Ralston was worth $57 nineteen years later.

Investors may not have nineteen years to look forward to with Stiritz today, but we think it’s worth taking a look at what he’s up to.  More to come.


Posted in Security Analysis.

The Outsiders: Capital Surgeons

William Thorndike’s “Outsiders” has sat on my desk since first reading the book last summer.  Recent market action presented us with an opportunity to refresh our work on The Outsider’s Mindset.  

Thorndike’s Outsiders operated in a “parallel universe” defined by a strict devotion to a shared set of core principles. These CEO’s were not marketing or technical geniuses. They simply understood capital allocation and thought carefully about how to deploy resources and create shareholder value.

Outsiders only moved forward with investments that offered attractive returns using conservative assumptions and had the confidence to do things differently than peers. This is easier said than done. “In many ways the business world is like a high school cafeteria clouded by peer pressure,” Thorndike accurately portrayed.  “Particularly during times of crisis, the natural, instinctive reaction is to engage what behaviorists call social proof and do what your peers are doing. In today’s world of social media, instant messaging and cacophonous cable shows, it’s increasingly difficult to cut through the noise.”

A handful of lessons stand out and serve as a good starting point for evaluating corporate management today:

Always Do The Math.  The Outsiders always started by asking what the return was. Every investment generates a return and the math is just fifth grade arithmetic, but these CEOs did it consistently, used conservative assumptions and only went forward with projects that offered compelling returns. They focused on the key assumptions, did not believe in overly detailed spreadsheets and performed the analysis themselves, not relying on subordinates or advisors. They believed that the value of financial projections was determined by the quality of the assumptions, not by the number of pages in the presentation and many developed succinct, one-page analytical templates that focused on key variables.

The Denominator Matters. These CEOs shared an intense focus on maximizing value per share. To do this, they didn’t simply focus on the numerator. They also focused on managing the denominator through the careful financing of investment projects and opportunistic share repurchases. These repurchases were not made to prop up stock prices or to offset option grants but rather because they offered attractive returns as investments in their own right.

A Feisty Independence. The Outsiders were master delegators, running highly decentralized organizations and pushing operating decisions down to the lowest levels in their organizations. They did not, however, delegate capital allocation decisions. In addition to thinking independently, they were comfortable acting with minimal input from outside advisors.

Charisma Is Overated. The Outsiders were also distinctly unpromotional and spent considerably less time on investor relations than peers. As a group, they were not extroverted or overly charismatic. They did not seek the spotlight. Their returns, however, more than compensated for this introversion.

A Crocodile Like Temperament. Armed with their return calculations, all were willing to wait long periods of time for the right opportunity to emerge. Many created enormous shareholder value by simply avoiding overpriced strategic acquisitions, staying on the sidelines during periods of acquisition feeding frenzy.

With Occasional Bold Action. This penchant for empiricism and analysis did not result in timidity. Just the opposite: on the rare occasions when they found compelling projects, they could act with boldness and blinding speed.

The Consistent Application of a Rational, Analytical Approach to Decisions. These executives were capital surgeons, consistently directing capital toward the highest-returning projects. Over long periods of time, this discipline had an enormous impact on shareholder value through the steady accretion of value-enhancing decisions and the avoidance of value-destroying ones. This unorthodox mindset proved to be a substantial and sustainable advantage for their companies – cutting through the glare of peer activity and conventional wisdom to see the core economic reality and make decisions accordingly. These CEOs knew precisely what they were looking for – they didn’t overanalyze or overmodel and they didn’t look to outside consultants or bankers to confirm their thinking – they pounced.

A Long Term Perspective. Although frugal by nature, The Outsiders were also willing to invest in their businesses to build long-term value. To do this, they needed to ignore the quarterly earnings treadmill and tune out Wall Street analysts and the cacophony of cable shows like Squawk Box and Mad Money, with their relentless emphasis on short-term thinking. This perspective often leads to contrarian behavior.


Posted in Guru Focus, Security Analysis.

Why Hold Cash?

“There’s a lot to be said when the world is going a little crazy around you, to at least put yourself in a position that if something really unpleasant happens, that it might be unpleasant but will be a non-event in terms of changing your life.”  

- Charlie Munger, Wesco 2006 Annual Meeting

In our view, the best way to prepare for a “non-event” is to keep some dry powder on hand.  With that in mind, here are a few points from a recent Long Leaf white paper on The Benefits of Periodic Cash in Equity Portfolios:

  • In order to commit capital, we must believe we have a strong business run by honorable, capable management and priced at a deep discount relative to intrinsic worth.
  • Compromising on these criteria, particularly the discount, introduces more risk of permanent loss than we are willing to take with our own capital.
  • Likewise, when a stock no longer has what Ben Graham termed a “margin of safety” between its price and the company’s value, we sell the security, regardless of whether we have a qualified investment to replace it.
  • Cash in our portfolio is, therefore, a by-product of adhering to our longstanding investment discipline and represents the opportunity to buy the next qualifying investment in the future.
  • We hold cash only at points when we cannot find equities that meet our strict investment criteria.
  • We have found that a low return on cash for limited periods is dwarfed by the return opportunity from the next deeply discounted qualifying investment that we buy.
  • With cash on hand, we are positioned to be a liquidity provider and can immediately purchase stocks at what we believe to be advantageous points without being forced to sell holdings at unfavorable valuations.
  • On average, funds that held 15% or more in cash outperformed their benchmark indices for the following one, five and 10 years. The outperformance relative to the benchmark indices increased the longer the investors’ time horizon.
  • The returns suggest that low-returning cash not only offered the expected buffer in occasional down markets, but access to liquidity also enabled the purchase of new investments that served as the foundation for future successful compounding.

Nobody can predict when “something really unpleasant” will happen.  But it is safe to assume that “the world is going a little crazy” after five years of money printing and zero percent interest rates. Consequently, the average cash balance in our equity portfolios is north of 40% today as we’ve continued to reduce investments where price has advanced more quickly than value.

High Cash Returns

Posted in Portfolio Strategy.

European Distress and Colorado Brownies

Cushman & Wakefield recently released a thorough review of the European Real Estate Loan Sales Market in which the company estimates that nearly €600 billion of non-core real estate exposure needs to be worked out or sold across Europe in coming years. We think this presents a compelling opportunity for well-positioned investors to capitalize on distress as activity accelerates compliments of Europe’s bad banks.  A few notes from the report before wrapping up with a recent presentation we gave on the subject:

  • A record €40.9 billion of CRE loan and REO sales have transacted in H1-14, over 30% more than in the entirety of 2013 and 611% more than in H1-13. Despite the record volume witnessed so far, the deleveraging process throughout Europe is far from over. The upcoming stress tests being enforced by the ECB should ensure that the current high levels of activity in the market will be sustained over the next few years.

 EU Closed Transactions

  • Nine European “bad banks” hold over 46% of total gross exposure to non-core real estate. NAMA holds non-core CRE assets with a face value of €61 billion split between Ireland and the UK, while SAREB holds non-core Spanish real estate assets with a face value of €102 billion. Recall that KW purchased the real estate asset management division of Banco Popular last year after initially entering Dublin through a similar deal with the Bank of Ireland.
  • With €192 billion in gross non-core real estate exposure, investor sentiment in Spain should continue to grow. SAREB, the Spanish asset management agency holds over 53% of this exposure. Despite being two of the most dominant markets in terms of deleveraging over the last three years, the UK and Ireland still have significant non-core real estate exposure, highlighting the extent of the original problem and the large amount of assets yet to be sold or worked out. KW Europe is squarely focused on opportunities in these three markets.

 EU Non Core Real Estate

  • Despite the overall rise in average transaction size, there is an increasing number of smaller deals under the radar of the larger firms and too large for the private investor. Can you say sweet spot?

Bottom Line: Europe still represents the biggest NPL opportunity worldwide.  Perhaps the biggest distress opportunity ever seen.  We were recently invited to share our work in the region along with our investment thesis in KW/KWE with a new group of friends at ValueX Vail.  The full deck is embedded below. You can access our initial report here.

Already looking forward to heading back next year.  If nothing else, I’d like to spend some time better understanding why brownies in Colorado are ten times the size of those in the rest of the country. Anyone care to guess?


Posted in Portfolio Strategy, Security Analysis.

Sex, Bribes and Tax Aversion

Last week, U.S. drugmaker AbbVie bought Dublin-based Shire in a $54.7 billion deal that will allow it to slash its tax bill by relocating outside of the U.S.  One week prior, Salix Pharmaceuticals announced plans to merge with Cosmo Technologies, an Ireland-based subsidiary of Italy’s Cosmo Pharmaceuticals. The deal would allow Salix to re-domicile in Ireland, reducing its tax rate to the low 20% range from the high 30% range.

The strategic rationale for these deals becomes painfully clear (at least for US-domiciled firms) with one glance at the chart below. In response, Congress has predictably responded with threats to stop these deals from occurring (rather than addressing the underlying reason for their occurrence), but in the interim, we think it’s safe to assume that pending restrictions are likely to drive increased activity ahead of any potential rule change. Not a bad thing for certain owners of European commercial real estate.

Source: Wikipedia

Source: Wikipedia

Lately, however, drug companies have been showing us that they know how to mix things up as many are in hot water over a slew of issues in China  (none of which should surprise anyone with experience operating on the mainland): bribing doctors, government officials, falsifying data, etc.  The latest from our favorite pharma news source, which has lately been reading like a spicy gossip rag, is a bizarre story of a British PI who, in the process of investigating a GSK executive suspected of bribery, managed to obtain a videotape of said executive and his local girlfriend in flagrante delicto.

Chinese officials were originally planning to hold the related trial as a closed proceeding, but have bowed to international pressure and agreed to a public trial.

So for those of you who enjoyed the Clinton-Lewinsky transcript, keep your eyes out for a video adaption from the world of Big Pharma.

Posted in Letters & Links, Policy, Security Analysis.

Don Draper Buys Protection

Best headline of the week goes to Bloomberg’s Michael Regan - Everyone’s Don Draper Now as Volatility Nostalgia Sweeps Markets.

According to Regan, “Many on Wall Street are sounding a lot like Madison Avenue’s Don Draper these days, nostalgic for the not-so-long-ago wounds to markets that created profitable opportunities.”

Per The Don, “In Greek, nostalgia literally means pain from an old wound.”  While our own wounds have long since healed, we are still left with potent memories which continue to guide our decision making today.  My impression, though, is that these memories have been long forgotten by the consensus, evidenced by new all times in margin debt, increasing corporate leverage and near-record lows in volatility. As J.K. Galbraith lamented:

“In consequence, financial disaster is quickly forgotten. In further consequence, when the same or closely similar circumstances occur again, sometimes in only a few years, they are hailed by an always supremely self-confident generation as a brilliantly innovative discovery in the financial and larger economic world. There can be few fields of human endeavor in which history counts for so little as in the world of finance. Past experience, to the extent that it is part of memory at all, is dismissed as the primitive refuge of those who do not have the insight to appreciate the incredible wonders of the present.”

Low volatility is once again incentivizing a rapid accumulation of leverage. We’ve read several reports in just the past few weeks highlighting the continuation of the so-called “Great Moderation” – as if this was a good thing!  According to one analyst, investors have nothing to worry about as “monetary policy remains as competent, if not more so, than it was in the pre-crisis period.”  If that doesn’t make you sleep better at night, try an Old Fashioned perhaps.

It would seem that the consensus has once again been lulled into complacency by the sweet sirens of Wall Street strategists who suggest that, “So long as a gradual economic recovery continues as we expect, so should the current low-vol environment.”

We’ve heard others actually claim that, “The aggressive re-regulation of markets has made us less vulnerable to Minsky Dynamics today than in the past.”  And consequently, “these factors will likely extend the stability and sustainability of this cycle relative to past cycles.”  For our part, we are left wondering exactly what “aggressive regulation” has eliminated risk from the system so effectively.

Today’s low volatility is not just a US phenomenon.  It’s not just an equity phenomenon either.  It is a global phenomenon across virtually all asset classes.  While the street may take comfort in the claim that low market volatility is the norm at this point in the business cycle given current economic conditions, we wonder if anyone has considered what happens if when current conditions change.

Plugging consensus forecasts into models might suggest that there is a good chance that the current low-vol regime will persist for some time.  We just hope that they are not the same models used by the same banks to forecast housing prices and/or their own balance sheet risk last time around.

Rather than rely on forecasts that extrapolate the present into the future, prudent allocators of capital would be better served to consider the alternative. Technically speaking, shit just happens every once in a while.

The fact that volatility is near all time lows today suggests that there is less room for it to move lower and a very long runway to move higher.  History would suggest that “random” shocks occur more or less regularly over time.  In our own experience, I have yet to see one “forecasted” by an economic model in advance.

So while low volatility may be consistent with current economic conditions, it would be wise to consider that conditions have, can, and will change.  That doesn’t mean there are not opportunities to make money in this market (there are and we’ll share a recent idea in our next post).  It just means that sticking your head in the sand and pretending that goldilocks will stick around forever – after crawling back into bed with financial markets – is setting folks up for disappointment.  Or worse.

The current low-vol environment is not unprecedented.  But today’s combination of low vol and low rates has pushed option prices to the lowest levels in decades.  Consequently, we think a fully invested Don Draper would be well served to buy some protection.  We are.


Posted in Macro, Portfolio Strategy, Uncategorized.

We’re Not in Kansas Anymore

Truly incredible deck embedded below.  Reminded me of a few notes from a meeting on the west coast last year:

  • The Chinese equivalent of Amazon does not need to compete against a Wal-Mart because they don’t exist.
  • Mobile penetration today is only 30% in China and should be higher than internet penetration in 12-24 months.
  • This is significantly different than what has played out in developed markets where mobile ultimately trends toward internet penetration levels.
  • China eCommerce sales are surpassing the US, as brick and mortar retail is underdeveloped and prices are too high given inefficient logistics.
  • VIP Shop is the online version of TJX in China. The stock has moved from a low of $5 to $180 in the past two years, putting the market capitalization at $10 billion.
  • To put this in perspective, consider that the market capitalization of TJX is about $40 billion in the US. Imagine what Amazon would look like today if the Internet was around in 1964.

Posted in China, Emerging Markets, Tech.

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