July 13, 2020

Wynnefield Capital, Inc. v. Tile Shop Holdings, Inc.

This is a developing situation. Tile Shop (TTS) was trading for around $3 until the company announced plans to de-register with the SEC, suspend its dividend, and cancel its share buybacks. The share price crashed by 2/3rds as a result.

They have been sued by a shareholder who claims that this was a deliberate scheme to take over the company at a fire sale price:
The board of directors of a Delaware corporation has a fundamental duty and obligation to “protect the corporation enterprise,” and to defend stockholders “from harm reasonably perceived, irrespective of its source.” This case involves a board that is purposely letting half of its members – including the known repeat fraudster who founded the company – buy a controlling stake in the company through open market purchases at depressed prices, without paying a fair price, much less a control premium. Instead of adopting a poison pill or taking other defensive measures to protect public stockholders in the face of a change of control transaction executed in the open market, this board helped turn a slowly developing creeping takeover into a modern street sweep.
The company is temporarily enjoined from deregistering, and some think that the stock is interesting at the current price. The complaint filed in Delaware court is posted below.

Lucy Macdonald Long Bloomsbury Publishing: Sohn London Conference

We're posting up notes from the Sohn London investment conference.  Next up is Lucy Macdonald of Allianz Global Investors who presented a long of Bloomsbury Publishing (LON:BMY).


Lucy Macdonald's Sohn London Conference Presentation

Long: Bloomsbury Publishing (LON: BMY)

The UK market and publishing sector are loathed at the moment. Publishing is quite a way through the digitalization process and much further than most other industries. It will soon be entering the post-digital phase. Half of books sales go through Amazon. The publishing industry has survived.  Quality is king. Publishers have had to redefine their part in the eco-system.

Bloomsbury has a strong content back catalogue. The books they have are still popular and high quality e.g., they have all the rights to the Harry Potter books.

They have strong growth drivers, especially the rise of audio books. Initially audio books sold to preschool children and to the visually impaired but now Millennials are listening to them on their phones. Bloomsbury have been supplying audio books since 2005. Children’s books have been Bloomsbury’s mainstay, but they have been developing a new market in academic and professional publishing that have a higher margin.

Bloomsbury also has international growth in areas like India, again with Harry Potter leading the way. They have invested in digitization in the academic area by building online archives on: Winston Churchill, The National Theatre and Shakespeare.

Revenue growth is steady in single digits. Margins have been improving due to the contributions academic and international sales. The founder is still CEO and in his early 60s.


Be sure to check out the rest of the presentations from Sohn London conference 2019.

Arnaud Langlois Short Air Products & Chemicals: Sohn London Conference

We're posting up notes from the Sohn London investment conference.  Next up is Arnaud Langlois of 1798 TerreNeuve Fund, Lombard Odier who presented a short of Air Products and Chemicals (NAS:APD).


Arnaud Langlois's Sohn London Conference Presentation

Short: Air Products and Chemicals (NAS: APD)

The stock is up 59% this year. APD is trying to grow at 10% per annum. To achieve this, in 2018 the company set out a plan to invest $17bn between 2018-2022 mostly into coal gasification – making gas from coal. There are risks with this process:

- Country risk, projects take place in countries that are trying to exploit coal assets like China, Indonesian and Indian

- Concentration risk, APD is investing too much into coal gasification

- Joint venture risks, their partners are in the mining industry which can be unstable

- Environmental risks. Coal gasification is a water intensive process. Plants have been stopped in China due to water shortages. It is also CO2 intensive emitting x2 coal fired power stations

Langlois’s research suggests that APD’s CO2 footprint could be 100m tons by 2025. That would give it one of the largest footprints in the S&P 500. Any new legislation that limits or taxes greenhouse gas emissions would hurt the company. Carbon pricing is established in Europe and seems likely to spread. No investor with a long-time horizon should support the APD’s business model.


Be sure to check out the rest of the presentations from Sohn London conference 2019.

Tamas Eisenberger Long Star Bulk Carriers & Scorpio Tankers: Sohn London Conference

We're posting up notes from the Sohn London investment conference.  Next up is Tamas Eisenberger of Sikra Capital who presented longs of Star Bulk Carriers (NAS: SBLK) and Scorpio Tankers (NYSE: STNG).


Tamas Eisenberger's Sohn London Conference Presentation

Long: Star Bulk Carriers (NAS: SBLK) & Scorpio Tankers (NYSE: STNG)

Large ships usually burn low quality, highly polluting fuel. One cruise liner can put out the same amount of sulphur dioxide over a year as 20m cars. A Finnish study found that if shipping emissions continue at their present level, they will cause 600,000 premature deaths over the next 5 years.

A new International Maritime Organisation regulation will come into force in Jan 2020 that will drastically reduce the amount of sulphur ships can emit. Shipping companies have been slow to gear up for new emission standards. Ship operators have two choices. Either they pay 50% more for better quality fuel or they install scrubbers that allow the ships to run on the old low-quality fuel but with less emissions. Well capitalised forward-thinking owners are installing scrubbers. Installing scrubbers will save $8-10,000 per ship/day compared to running on the high-quality fuel.

The shipping industry is highly cyclical. The last eleven years has been a bear market in which many players have gone out of business or were taken over. It has been destructive including many shipyard closures. Supply is now quite tight. It will stay tight for quite a few years because of the long lead times in shipbuilding.

The introduction of the new regulation in 2020 will cause chaos for at least the first six months. High quality fuel prices are likely rise because most ships have not been fitted with scrubbers. Those without scrubbers that will be burning the high-quality fuel may have to start slow steaming in order to use fuel more efficiently. If they travel 10% more slowly, cargo will take 10% longer to get to its destination. Ships fitted with scrubbers will have a significant advantage. Less fuel-efficient old ships will be uneconomic and scrapped.

Shipping can be unprofitable for long periods but this can be made up for in a two or three year period of super profits. In good times, a ship can earn 20-30% of its equity value in a single month.  The new emissions regulations are the catalyst that can usher in a period of super profits.

Star Bulk Carriers has one of the largest and most diversified fleets. They are the low-cost operator and their fleet is 100% fitted with scrubbers. Scorpio Tankers will be 100% fitted with scrubbers by the end of next year. They have a young fleet and the management team are good.


Be sure to check out the rest of the presentations from Sohn London conference 2019.

Måns Larsson Short ICA Gruppen: Sohn London Conference

We're posting up notes from the Sohn London investment conference.  Next up is Måns Larsson of Makuria who presented a short of ICA Gruppen (STO: ICA).


Måns Larsson's Sohn London Conference Presentation

Short: ICA Gruppen (STO: ICA)

ICA is a Swedish based supermarket/ grocery business. It’s the largest Swedish supermarket. ICA isrun on a franchisee model.

ICA is significantly overvalued at 25x accounting earnings. It has made good returns for shareholders over the last decade, but Larsson thinks that is about to change. Given the headwinds, 14x earnings would be a fairer valuation.

Challenging fundamentals: sales volumes are declining, the store footprint is contracting, the competition in Sweden is heating up especially with Lidl quietly gaining share.The Swedish grocery market is moving online quite quickly (expect 15% of total by 2022). Online is growing at about 30% per year. ICA doesn’t make money from online sales. ICA’s offline grocery sales are declining at about 1% per annum. Lidl is growing at about 10% CAGR over the last 5 years.  ICA has stores in the Baltic region, but Aldi and Lidl will be opening stores there next year.

Larsson’s research that looks at the accounts of individual franchisees suggests that profitability is heavily skewed towards the large out of town stores (maxis). In the large cities like Stockholm and Gothenburg where online adoption is higher profitability is lower or non-existent. Because many of the franchisees are not making money, ICA as the franchisor may have to lower fees.

Quality of earnings and cash conversion is poorer than it looks: EBIT looks okay, but they have taken a lot one offs. ICA’s cash conversion is poor. Cash flow to equity holders is less than 20% - it doesn’t cover the dividend. Since 2016 about 30% of cash generation has come from non-operating items like networking capital. Reverse factoring is a big component. Management’s capital allocation has not always been good. They have invested too much in online.

ICA is a low-quality supermarket that is going ex-growth yet it is one of the most highly valued food retailers in the developed market.


Be sure to check out the rest of the presentations from Sohn London conference 2019.

Per Johansson Short Koenig and Bauer, Long LivaNova: Sohn London Conference

We're posting up notes from the Sohn London investment conference.  Next up is Per Johansson of Bodenholm Capital who presented a short of Koenig and Bauer (GER:SKBX) and a long of LivaNova (NAS:LIVN).


Per Johansson's Sohn London Conference Presentation

Short: Koenig and Bauer (GER: SKBX)

Koenig and Bauer is a German based printing press manufacturer. It has less conservative accounting. Cashflow and earnings expectations are set for a big reset.

Demand for the presses has structural challenges. Bank notes in circulation are not shrinking yet but may do in the future. Bank note printing makes up 20% of revenue, 40% of profits. They used to have a monopoly in the bank note printing area but now buyers are tendering contracts. Japanese competitors have started to win contracts recently. The other part of the business, sheetfed offset printing, is also facing headwinds. Volume is slowing and margins are contracting.

They have taken a lot of ones offs and restructuring charges making the accounts look better than they are. This may have been incentivised by management bonus targets.


Long: LivaNova (NAS: LIVN)

LivaNova is a medical device company. Bodenholm like spinoffs and they like companies that are de-conglomerizing. They have been invested in the company for 4 years and its one of their largest positions.The neuromodulation business is high quality. It’s almost a monopoly, there are high barriers to entry. They can grow revenue at 5-8% per year.

The other part of the business is better than analysts think and has market leading positions in most businesses. It can grow revenue at 5-6% and profit at 10% per annum.

They are also running clinical trials to see if the neuromodulation technology can be used to treat depression. If it can, it will be a game changer for the company because the market is huge.

LivaNova is a prime acquisition target.


Be sure to check out the rest of the presentations from Sohn London conference 2019.

Catherine Berjal Long Accor: Sohn London Conference

We're posting up notes from the Sohn London investment conference.  Next up is Catherine Berjal of CIAM who presented a long of Accor (EPA: AC).


Catherine Berjal's Sohn London Conference Presentation

Long Accor (EPA: AC)

CIAM is an activist but Accor is not currently an activist position.

Accor is the perfect target for Private equity. PE like the travel and Tourism sectors because of the high returns on capital. In particular, they like the hotels businesses as they are: asset-light, scalable, it’s easy to bring in new management, there are often opportunities to sell off assets.

Accor is a European leader in hotel management. It’s the sixth largest hospitality conglomerate worldwide with 5000 hotels and is the market leader in Europe and the Middle East.

It has above average cash generation. EBITDA will grow at 14% CAGR over the next 5 years.

There are multiple opportunities for a PE firm to unlock value: sell non-core assets, sell luxury brands. A PE takeover would bring 50% upside from the current share price. CIAM will support a PE takeover at the right price.

Write-downs in recent years have scared investors off. Accor is undervalued and out of favour. A sum of the parts valuation suggests 30% upside.


Be sure to check out the rest of the presentations from Sohn London conference 2019.

Jason Ader Long Playtec: Sohn London Conference

We're posting up notes from the Sohn London investment conference.  Next up is Jason Ader of SpringOwl Asset Management who presented a long of Playtec (LON: PTEC).


Jason Ader's Sohn London Conference Presentation

Long Playtec (LON: PTEC)

Spring Owl’s active approach could be referred to as private equity in public markets. It acts as a sponsor and focuses on turnarounds. Jason Ader has been involved in turnarounds in the gaming industry for several years, including Lss Vegas Sands, Bwin Party and The Stars Group.

SpringOwl disclosed their stake in Playtec in August 2018. Early in 2019 they were successful in getting two independent directors added to the board. They view Playtec as a technology company:a provider of gambling software. It would be hard to for another software company to duplicate what they have. With the US moving forward with the legalisation of sports betting – 10 States so far– there is a huge opportunity. Playtec has the potential to double its EBITDA in the US alone. Ader has encouraged the company to focus on the more regulated markets in the US and to operate through New Jersey.

SpringOwl has made recommendations to the company on how to improve the existing core business and pushed it to divest its stake in the UK Fintech, Plus 500. They have pushed for and achieved the introduction of share buybacks. They have tied management compensation to an incentive-based scheme. There is value in the Asian business even though analysts don’t see it. Ader wants an Asian investor to come in and take a minority stake in 2020. That would demonstrate the value of the business to the rest of the market.There is less risk in Playtec since SpringOwl got involved. The share price is a bit lower than their entry price. The end game is to sell to private equity.


Be sure to check out the rest of the presentations from Sohn London conference 2019.

James Hanbury (Odey) Long Plus500: Sohn London Conference

We're posting up notes from the Sohn London investment conference.  Next up is James Hanbury of Odey Asset Management who presented a long of Plus500 (LONG:PLUS).


James Hanbury's Sohn London Conference Presentation

Long Plus500 (LON: PLUS)

Plus500 is a CFD trading business. Its main competitors are IG Group, Saxo bank, CMC. It’s a fintech business and very much a technology company. In the last 3 years: revenue 38% CAGR, EPS 58% CAGR, EBIT margin 59%. It is best in class with a very high return on equity. Cash conversion has been excellent. At the IPO in 2013 they raised £22m in primary net proceeds. Since then, they have returned nearly £850m to shareholders, mainly in dividends. Over and above this, there is £200m excess cash on the balance sheet.

Can Plus500 keep generating this level of cash and what are the barriers to entry? Plus500 offer negative balance protection to all customers. As a customer with Plus500 you can use lots of leverage but not lose more than your deposit. The competition does not offer balance protection because it’s difficult and expensive requiring good risk control. Plus500 also offer spreads that are 10% to 15% inside other CFD brokers.

Hanbury said that you can tell a good disruptive business by its revenue / employee. Plus500 £1.5m/ employee compared to the two strongest competitors: IG Group £300,000/ employee and CMC£200,000/ employee.

Plus500 has good marketing. It has invested in machine learning and artificial intelligence to produce algorithms that place adverts on Google, Twitter and other web sites. It spends more on marketing in absolute terms than competitors and more as a percentage of sales. Even though they spend more on marketing their fixed costs are lower: Plus500 12%, IG Group 50%, CMC 60%. Plus500 has been taking market share every year. It is the market leader in the UK, Germany, Spain, Australia.

What are the risks? Plus500 has been hit by ESMA regulatory changes over the last year that have reduced customers’ ability to take on high levels of leverage. The European area represents 70% of its revenues. There are also similar regulatory changes taking place in Japan and Australia. Hanbury believes that in a tough regulatory environment the tough will get stronger and the weak will get weaker. Expect the number of operators to decline. Having less leverage will be better for customers. Since the ESMA changes, Plus500 have reported falling customer acquisition costs, churn has hit record lows and the win/lose ratio for customers has been improving.

Part of the bear case for Plus500 is that customers are often inappropriate, low value and don’t last long. However, the percentage of customers who have been with Plus500 for more than 1 year is high at 73%. Expect that number to improve further in the new regulatory environment.

It’s important to remember that one of the most important drivers of revenues for a CFD trading business is market volatility. Plus500 do well in difficult markets.

Another aspect of the bear case is that the business is high risk. Plus500 now has a full listing on the main market and has the best transparency in the industry. The market has not fully appreciated that it doesn’t hedge its positions. Instead they limit customers’ position sizes. They are very happy to have whale traders, but they don’t like single whale trades. Their profile of winning/ losing days is extremely impressive: 85% of days are winning days. They do have big losing days. The biggest one came on a day in the Crypto craze in Oct 2017 where they lost £3.5m. Hanbury’s view is that is easily coverable by the £200m cash on the balance sheet. When there are high levels of downside volatility, Plus500 tends to make back money that it has lost quickly because volatility stimulates activity elsewhere.

Plus500 has started to buy back stock. In the current market there is potential for them to make a good acquisition. They could move into new markets like stockbroking, ISAs and new geographies. It is the best business in the industry yet it has the cheapest valuation 2.3x EV/EBIT 2020. PE 5.3x 2020.


Be sure to check out the rest of the presentations from Sohn London conference 2019.