Howard Marks on Mastering the Market Cycle

September 15, 2018 in Audio, Diary, Latticework, Latticework New York, Podcast, Transcripts

Howard Marks, chairman of Oaktree Capital Management, joined the MOI Global community at Latticework New York 2018, held at the Yale Club of New York City in September.

Speaking about his new book, Mastering the Market Cycle, for the first time before an audience, Howard explained his thesis on cycles and took questions from Ethan Berg, chief investment officer of G4 Partnership.

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Will Thorndike on Compounder Businesses Led by Outsider CEOs

September 15, 2018 in Audio, Diary, Latticework, Latticework New York, Podcast, Transcripts

William N. Thorndike, Jr., managing director of Housatonic Partners and author of The Outsiders, joined the MOI Global community at Latticework New York 2018, held at the Yale Club of New York City in September.

Will discussed his research into businesses that compound value on a long-term basis and answered questions on multiple topics, including “outsider” CEOs around the world. Shai Dardashti, chairman of Casulo Group, moderated the conversation.

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Dave Sather, Sean Stannard-Stockton, and Felix Narhi on Compounders

September 15, 2018 in Audio, Diary, Latticework, Latticework New York, Podcast, Transcripts

Dave Sather, president of Sather Financial, Sean Stannard-Stockton, president of Ensemble Capital, and Felix Narhi, chief investment officer of PenderFund, joined the MOI Global community at Latticework New York 2018, held at the Yale Club of New York City in September.

Dave, Sean, and Felix discussed compounders, with particular emphasis on how the nature of wide-moat businesses is changing and the likely compounders of tomorrow. Shai Dardashti, chairman of Casulo Group, moderated the panel discussion.

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Murray Stahl Discusses His Investment Philosophy

September 15, 2018 in Audio, Diary, Latticework, Latticework New York, Podcast, Transcripts

Murray Stahl, chairman of Horizon Kinetics, joined the MOI Global community at Latticework New York 2018, held at the Yale Club of New York City in September.

Murray discussed his investment philosophy and answered questions on multiple topics, including his top holdings, cryptocurrencies, and Bitcoin. Shai Dardashti, chairman of Casulo Group, moderated the conversation.

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Tom Russo on the Evolution of Quality Investing

September 15, 2018 in Diary, Latticework, Latticework New York, Podcast, Transcripts

Tom Russo, managing member of Gardner Russo & Gardner, joined the MOI Global community at Latticework New York 2018, held at the Yale Club of New York City in September.

Tom discussed the evolution of quality investing. Robert Hagstrom, senior portfolio manager of the Global Leaders Portfolio, Equity Compass Strategies, moderated the conversation.

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The following transcript has been edited for space and clarity.

Robert Hagstrom: When John sent me a note and asked if I would have a chat with Tom, I immediately said, “Yes, it would be an honor.” It is because Tom is one of the exceptional, great money managers in the country.

We are the same age, but Tom clearly hit the ground running much quicker than me and had covered many more miles when we first met. When my book The Warren Buffett Way was published in 1994, Tom was already in his second decade of managing money at Semper Vic, which was quite extraordinary. To give you an idea, we tell the story about Sequoia Fund having the first five years of underperformance when Warren turned over money to them and how Bill said that was just a tough time and things like that. Tom started his Semper Vic Partners and decided he would outperform the market for seven consecutive years. In the first 11 years, when Warren Buffett came out, the track record showed he had beaten the market 10 out of 11 years. If you want to start a firm and get off the ground running, do what Tom did.

One reason I think what Tom has done is so impressive is that around 1984, when he started Semper Vic, he was the very first, in my judgment, to take Warren’s teachings and apply them to the international market. That was not necessarily fashionable at the time; it wasn’t the go-to decision. He was buying international stocks before Warren bought Coca-Cola, which was probably the first global multinational Warren got his hands around. Tom was light years ahead of so many of us, including Warren, in this particular area. That’s why I say it is an honor for us to be here.

A lot of people know Tom’s performance and track record but probably don’t know the person behind them. Let’s start from the beginning and get up to date.

Tom Russo: It’s such a pleasure to be here, and an equal pleasure for me to be here with Robert Hagstrom as we met each other back in the early 1990s, if not the late 1980s. It turns out Robert’s second book played a big role in shaping and hardening my thoughts about investing.

I grew up in a town called Janesville, Wisconsin, which has probably had an important impact on my life. My mother, oddly enough, ordered newspapers from around the world when I was a child. Every week, we’d get our newspaper from some foreign land, mainly unintelligible, but it opened my eyes to global things. In Janesville at the time, there was a family-controlled company called the Parker Pen Company. It was a luxury thing; it gave people the ability to badge who they are by what they had. It was a powerful brand. In the arc of my career, I ended up focusing on family-controlled companies with foreign exposure, and the Parker Pen Company stands as an example of a family-controlled company that went wrong. That’s part of my background. Also, I grew up in a town with a General Motors plant. Paul Ryan and Russ Feingold were from Janesville and couldn’t save this plant. It was a lesson in terms of what happens to a city that becomes overly dependent on that type of business. It’s an interesting background.

I went to Dartmouth College and then Stanford business and law schools. It was at business school where I met Warren Buffett in 1982. He visited our class and left several impressions that were essential for me. The first was a simple one: the government only gave one break to investors, and that’s the non-taxation of unrealized gains. You should take advantage of it and structure your investment approach around that phenomenon. Then, if you’re going to make money off of holding something for a long time, you should find businesses capable of growing. The old model of value investing would have been to buy a $0.50 dollar bill, with your compound depending on how quickly that discount closes. If it closes quickly, in a year, you make 100% on your money. If it takes 10 years, you’ll make 7% on your money. That type of investment doesn’t really require that the asset grows in value, only a quick closure of the discount.

The complete opposite was underway with Berkshire when I met him in 1982, and in some ways, it reflected the teachings of Charlie Munger about the virtue of corporate goodwill. In the prior world, the $0.50 dollar bill, goodwill really didn’t kick in at all. It was just net-net working capital, all balance sheet-driven, and you go on to find the next one. With See’s Chocolate, which I gather Warren bought on the insistence of Charlie, they had this thing called the consumer goodwill. To show you how that’s played out over time, Warren said in a recent annual report that little investment of $30 million in the early 1970s has returned $2 billion to Berkshire, plus its independent worth is probably close to $1.5 billion.

Now that was a terrific investment. He hasn’t had to pay a penny of tax on the appreciation of the business, so he fulfilled the lesson he shared with us at Stanford Business School – the number one goal is to invest in a way that you don’t have to pay taxes. However, it requires a reinvestment, and that’s where things get quite difficult. It requires that you grow the intrinsic value of the business you bought shares in, and to get that done, you typically have to rely on third parties. What Warren said to the class just after the tax statement was that you can’t make a good deal with a bad person, and what he was referring to had to do with agency costs. As the owner of a business, you hire managers, and managers represent your reinvestment decisions. If you get the managements wrong, you will find they intend to make investments that favor them over the owner. That was the second point Warren gave to our group, and it really drives the need to find a way to ensure that our management, as a passive public investor, builds value to us.

In my own development over the years, I have found that the alignment of our clients’ money alongside of family-controlled companies has given us the ability to reduce the risk of management running their own business at the expense of owners. Because the owners retain the vote and supervision of the company, you can find drastically dull family-controlled companies. In fact, Robert lives next to one that once existed, a Pennsylvania cable company. I own shares in a Pennsylvania cable company called Comcast. Down the road from where Robert lives, was this company called Adelphia. It was as crooked as could be, and Comcast is as saintly as could be. Each of them were family-controlled, but one of them has grown to be a behemoth, and the other one went bankrupt. They had the same starting point in the same industry and the same control structure, and you just have to get one right and pay attention to some of the issues.

You’ve got to find a business that allows you to reinvest. That’s not easy if you have a 20- to 30-year horizon. One way I found to extend the universe of those businesses is to focus on those parts of the world where 96% of the population lived and who were undergoing population growth and growth in consumers’ disposable income. Thus, in the early 1980s, we started buying foreign stocks, which was really hard to do.

Probably the first one we bought a big position in is a British cereal company, where I ended up owning 20%. My wife grew up in England, where Weetabix is based. It makes a really bad-tasting cereal, but the British love it. They associate it with something that’s going to sustain them through a really hard day, but consumption has leveled off. I meet people all over the United Kingdom and ask them, “Do you still eat Weetabix?” They say, “No, I eat snack bars. My life is on the run. I can’t afford the time.” Then they’ll say, “But if I have a busy meeting in the day, I’ll always have Weetabix beforehand.” It always had a great allure.

This company was family-controlled. They didn’t have the ability to reinvest and were smart enough to know it. They let the business grow over time. In 1989, it had £19 million of operating income and £70 million in cash on the balance sheet. It traded at 5x EV/EBITDA, and I felt that this brand, having conquered a nation’s taste as badly as it tasted, probably wasn’t going anywhere, so I was prepared to invest. Over the years, the operating income went up to £60 million. The family was smart enough not to make stupid acquisitions with all that cash because it was its money. We were a 20% shareholder in the company.

Over time, the market became quite disaffected with food companies. It was during the period of the internet bubble. Shares went down a lot, and towards the end, the manager who represented the family’s interest partnered with a private equity firm, and they bought the business.

The capacity to suffer as an investor was quite acute. For the first dozen years, we went straight up. The business went substantially downwards during the period of the internet bubble. In the end, it caught up with the growth of intrinsic value, as it’s supposed to, and it was a long and strong compounding investment.

If you’re going to invest, you probably should try not to pay taxes. In order to do that, you have to reinvest. If you’re going to have to reinvest, you better do so through somebody you can trust as your agent. For us, that’s come through family control over those managers so they can watch the nest egg grow for the long term alongside with us. The management setting forth to make the investments needs to have something called the capacity to suffer because if you start down a path of trying to expand a business into adjacent markets or geographies, the upfront investment spending is going to overwhelm the existing operating cash flow. Unless you have owners protecting your position as a manager knee-deep into a big campaign designed to build value for the long term, someone will come knocking on your door and say, “Your operating income’s gone down for the last five years. What’s going on? You don’t really know what you’re doing.” Any protest that says, “No, we’re building a plan for the future,” will be greeted with disgust, and you will lose your job as a public company manager.

In our case, to the extent that the families provide management with the license to make those big investments that pay out later, we’ve been blessed by the better results that have come from those investments.

Hagstrom: Professor Jack McDonald, along with Phil Fisher and Warren, may be one of the original concentrated buy-and-hold guys. It was in McDonald’s class that Warren came to speak, so he must have had some admiration for the professor. In addition to Warren, Professor McDonald, and Phil Fisher, which other great investors influenced your thinking in the 1980s as you were motoring up the hill there?

Russo: I’d say Bill Ruane as I went to work for the Sequoia Fund after business and law school. Bill was a completely independent thinker. In the four years I worked there, we never had a single sell-side analyst come through. It was all homemade research, which is the best kind, and none of the distractions from Wall Street filtered through that process. He had a very high tolerance for concentrated portfolio holdings, and I’ve adopted a portion of that. Not nearly so concentrated as he would have been willing to go, but our top three holdings are 30% of funds under management, and our top 10 holdings are 70%, so it’s pretty concentrated, but Bill’s even more concentrated. He had an enormous sense of humor and an enormously generous spirit and ingratiated himself well with the companies he visited and the people he associated with.

I always remember going into a meeting with him once. He knew the person in charge of a business he was considering investing in. The stocks may have been $60 at the time, $5 of earnings. Most analysts spend all their day visiting with management, trying to know whether it’s going to be $5, $4.95, or $5.05. That’s usually where the rubber doesn’t meet the road. But Bill said, “I’m starting to worry. What are the chances you’ll lose money next year?” Of course, the CEO looks back and says, “Are you crazy? We’re expecting five bucks.” “No, I know that, but what are the chances you’ll lose money next year?” They went on back and forth, then, exasperated, the CEO finally looked up and said, “Well, for that to happen, one of three things would have to take place.” Now, those are the only three things you want to know about. Everything else that leads you to either $5, or $4.95, or $5.05 is in the stock, and you don’t learn anything about it. But to lead someone to say, “Well, for that to happen, these following three things would have to happen,” is an extraordinary gift for getting such disclosure. That’s part of the investment search, but most people cluster and he didn’t.

He also had the gift of driving anything down to unit price. I remember we were looking at Duracell, and he figured out the price per battery based on the ingredients and then grossed it up by volume and all the rest. He was the complete guy.

Hagstrom: The folklore was that when you guys were at Sequoia, you knew the price of the paper that rolled around the cigarette. You had it down to that.

Russo: We owned a company called Ecusta, which was part of P.H. Glatfelter. Anyway, this concept of capacity to reinvest, capacity to suffer, shows up in so many of our holdings. Heineken may be among the most interesting ones because it shows that the capacity to suffer arises in one of two ways. It could either be that Wall Street wants you, the management, to do one thing, and you say no, or it could be Wall Street says no, and you say yes. In each case, as management of the public company, you’ll be equally scorned by Wall Street because it tends to want to have a certain thing happen in its own way.

Because of Freddy Heineken’s control stake, Heineken has had the courage to reach over the years. In one case, it was implored by Wall Street to acquire Brazil’s second largest brewer because its main global competitor, AB InBev, gets most of its strength from Brazil. There was a belief that if Heineken grew strong there, it would have the ability to press on when other parts of the world become lit up competitively. Heineken was implored by Wall Street to make this early move and get competitive in Brazil, but Heineken said no. The price didn’t make sense, and it wasn’t ready.

The business went to Kirin for $5 billion, giving it 12% of the Brazilian beer market. Fast forward four years, and Kirin’s made a mess of it. It ruined the business, made enormous losses, and came back to the market to sell it. Then the market said to Heineken, “Don’t even think of touching it.” Heineken looked at it and said, “That’s not such a bad deal at $590 million.” The business it had the capacity to avoid (because management was protected by the family) would have cost it $5 billion had it followed Wall Street. It ignored Wall Street when it had the chance to buy it for $590 million. It seems to make a mockery of Wall Street. I overly generalize here, but the real issue wasn’t the $590 million. The real issue was that the business it bought was going to cost it a lot of money to get property integrated with the business Heineken already had. Those investments would be the ones that really disturb the financial markets because they’re unpredictable and would burden operating income heavily.

Heineken has said that its business going forward would be burdened in a way that the investment spending that goes through the income statement as it spends another $1 billion merging it all together would depress earnings and keep the operating margin from growing at 15 basis points a year to 10 or something. With that news in hand, the stock market took Heineken’s shares down from €89 to €81. It would have kept going had this not been a family-controlled company. In the midst of all this, another competitor came along and bid for Heineken’s shares because at the moment of the great collapse in the price, they tried to be opportunistic. The family said, “Go away. We control 50.1% of the shares, and there’s no interest.” That’s the kind of protection you can get if you have a like-minded, long-term-oriented family and a business managed by people who are long-term minded.

Hagstrom: Will Thorndike said he wasn’t going to write a second book, but he might expand it to include international managers. I told him, “You got to talk to Tom. He knows everybody.” The thing is, though, that qualifying for inclusion in the book requires running allocated capital for 20 years. Everybody in The Outsiders ran that business for 20 years before they got the thumbs up from Will. There are not that many people out there who have a 20-year record of allocating capital. Tom said, “There is one. There are several, but one that I think does it extremely well is Heineken.”

Hearing you talk about Bill Ruane, the way he can so masterfully talk with management and get to the nuts and bolts without embarrassing them, reminds me of when you took me under your wing, and we went to see Dow Jones. This must have been 1995-1996. Peter Kann, who was a Pulitzer Prize journalist and started the Asia edition of the Wall Street Journal, was brought in to be CEO. We entered his office, and there was an annual report laid out. Tom walked over and opened it up. It was one of those annual reports that showed you at the back 10 years trailing of earnings. Tom took his finger down to the capex line and slowly went left to right of all the money Dow Jones had spent in 10 years. Then, just as politely as anything, he said, “Peter, can you tell me how this money was put to work, what happened, and how you did it?” It was the most beautiful way of saying, “You screwed up this company with all this capital expenditure,” but they went through a great dialogue. You might tell a bit of that story. I thought it was great.

Russo: It is the fact that it just kept consuming capital with no return. At the time, it was because Dow Jones had a series of news wires it was using to compete against Quotron and Telerate. Then Bloomberg came along with its superior product, and it was just an endless stream of expenditures that ultimately led to nothing but losses. Lest that story make me seem like I’m too clever with annual reports, this past week I met with the management of Brown–Forman. I opened up the annual report to the last page, and there are charts, Brown-Forman’s share price, the S&P, and the spirits industry in general. I commended them on that but told them the story of when I was in Greece years ago, and I had gone there with Guinness, the former Diageo.

The Greeks love Johnny Walker Black Label. There’s a specific format where it was consumed in absolute barrels, and it was called the bouzoukia. The bouzoukia is an outdoor entertainment area where men and women gather at the feet of a singer in an open stage. We visited the country to see how the business was going. Just as an aside, one of the best businesses I have ever looked at was the business inside that bouzoukia. The owner had a platform there, and men would come in with their dates, peel out $1,000, $2,000, or $3,000 and buy this platter of gardenias and throw them at the feet of the singer, who’d show absolute disrespect for the whole thing, but he then croons to the woman for a while to show some sort of love. In the meantime, you see this broom sweeping up the gardenias. They put them back on the plate and sell them again and again throughout the evening. The men’s stature to the women who they were with for the expenditure of their money worked perfectly fine, and it was just one of those great businesses.

The next morning, I met with one of the Unilever subsidiaries in Greece, and they had in the back of the annual report a chart. Through an interpreter (because the report was in Greek), I said to the man how proud he must be, and he asked me why. I told him, “There’s your chart. Here’s your share price. Here’s the industry’s, and here’s the S&P, right?” And he said, “No, no. This is labor cost. This is ingredient cost. And here’s our revenue increase.” This is to show you see all sorts of strange things going around the world looking for cheap stock.

Hagstrom: The thing is identifying compounders in the global economy. You’ve got two companies, well-intentioned and with good management. They’re saying, “I have the capacity to suffer. I’m going to take my earnings and plow them back into the company.” What metrics can you think about, discuss with management, and observe while they’re going through this capacity to suffer period in their evolution to see that one is heading in the right direction and the other off the cliff? It’s sometimes hard when you don’t have something down there to prove whether things are going right or wrong.

Russo: That’s a great question. I could think of a couple of examples, but it’s certain that you’re going to burden your income, and then it’s just a question of how much they can disclose. There’s a certain element of competitiveness.

Take Mastercard. The question there is whether it’s technology-dependent in a way that would make it vulnerable to others coming into the market. It’s very much an investment story since it’s not a family-controlled company, but Ajay Banga, who runs it and treats it as if it were his child, wants this child to graduate school some day, and he’s spending every penny he possibly can. The real story about Mastercard was the fact that 85% of its market exposure is in developing and emerging markets where cash is almost 100% the form of currency. He’s investing enormous amounts of money with governments in mind because he has to get adopted to serve in those markets. He has to come up with ways where social benefits or aid to mothers with dependent children are disseminated directly into the payment device they have, which they can then use to buy goods for the family’s needs as opposed to the world they’ve confronted historically, where the government will send out a check that arrives in your mailbox. The mother would have to take a day off work, go into the city to cash the check, lose a third of the money to the cashier, use another third on the father of her kids, and then get home with very little to show for the benefit. He’s been all over Africa, India, and other parts of the world, trying to come up with those types of systems.
The quick and dirty way to understand the magnitude of Mastercard’s spending is to see how flat its operating income has been despite the huge absorption of fixed costs due to the growth in gross dollar volumes each year for five years. The margin sticks around 55% to 60%. It could be 10 points higher if the company wasn’t plying all the money back into the business.

A good contrast would be the late 1990s. E. W. Scripps and The Washington Post were companies whose shares we owned at the time. Scripps had an executive who ran several divisions. He was then out of work within the company and proposed to the family trust (which had voting control) his interest in creating a new network to wed the interest of home and garden. He created the Home and Garden TV network, which had never been done before – it was a white space, untouched. The family had television assets they could use to launch the cable operation without having to sell a share to John Malone. They had advertising skills and video production skills for the TV stations they owned. They had everything necessary in-house and just needed the approval. The trust told Ken Lowe, who created the business, he had exactly 150 million bucks to spend, at the end of which they had no more money to support the program.

The first year, he hired two people, and they may have lost a million bucks, but by the fourth year, they were burning enough money to come up with a fully programmed line-up with no revenue, so they were hemorrhaging losses on a business that may have started with $350 million of operating income. As they entered the later years, the actual operating income was sharply weighed downward by the spending. The family trust controlled the company, so there was absolutely no distraction on the part of management. They built it well. In the end, the TV stations, the newspapers and everything else they were pledging to underwrite the cost of this thing shriveled up and went away, but this network grew in valuation to something like $12 billion when it was bought by Discovery. It was a perfect story of burdening the income statement, secure in the notion that the family trust would not let a takeover dislodge Ken Lowe simply because the operating income failed to go up over the years when it was burdened by that specific spending.

We had the same story with The Washington Post. Don Graham went to his family and his board and secured approval to spend up to $150 million to consolidate the for-profit education business under the umbrella of Stanley Caplan. For the same four years, he spent exactly $150 million. At the end, he had a big donut, because it’s also a question of vision, and I think Ken’s vision of the broadly available market was deeper than what Don harnessed.

Hagstrom: Switching gears, one of the hot topics is the accounting change whereby companies that own marketable securities, Berkshire being the prime example, now are required to calculate the change in market value, and that change goes through the income statement. I know you feel strongly about this issue. Do you want to share with us?

Russo: It was interesting to see Warren take such a public stand on the subject because the whole point of accounting is that it’s supposed to move towards a situation which conveys to you what really matters. To think that the recently engaged accounting standards force income, both the operating income from the businesses that Warren controls 100% of, and the change in share price of the portfolio holdings — they have absolutely nothing to do with anything. It’s inappropriate to think this is somehow gaining more clarity in terms of what the business is delivering to you as a result of hard work and good thought. I thought he spoke well about it though.

Hagstrom: I know how keenly you look at executive compensation and how executives are paid over time to create shareholder value. You’ve said that several companies have incentive compensations for their CEOs tied to revenue growth, and it brought to your attention Conagra, Pinnacle Foods, General Mills with Blue Buffalo, Nestle (which you own), and Starbucks. Through acquisitions, there was a lot of revenue topline growth, and the CEO benefits. To what degree is that proper, and to what degree is it self-dealing for the CEO?

Russo: I raised the point because of the situation with Blue Buffalo, where General Mills invested $8 billion to buy it. When you buy a business with sharply growing revenues, maybe 30% per annum at the rate Blue Buffalo was growing pre-transaction, if you cycle one year of that and then start comparing going forward the performance on which your incentive compensation will derive based on just revenue growth, you’ve accelerated that growth but put out $8 billion to do it. Wise investors would suggest that $8 billion deserves a return before your incenting just for revenue growth without a charge for capital. That was our point. Hopefully, with the portfolio companies we have, we’re less exposed to that. One of the reasons I migrated to international companies over the years (70% of our holdings are non-US companies) is because their compensation system seems much more reasonable than what exists in the US, unhinged with things like capital charges.

Hagstrom: You said, “Today, we need to celebrate failing fast,” that the notion of risk capital and how companies use capital needs to change, which requires our culture to change when it comes to taking risk. Expand on that, would you?

Russo: The question here is what happens to consumer goods companies that have enjoyed low volatility and strong growth over a long period of time when the digital disruptors come in. Somebody referred to Dollar Shave Club, and I don’t think Gillette was even aware of it until the game was over. If you think about the prior decade, Gillette had had four assaults against its franchise – by Unilever, Target, Wilkinson/Schick, and BIC. They all went straight to the front door of castle Gillette, knocked and said, “Can we have a fight with you for market share?” It was as public as that. Of course, Gillette crushed them.

Dollar Shave Club, off in the wilderness, never had the decency to come by and say, “Let’s have a fight.” It had the product itself but also something that came along with it, in this case, the cool factor of getting a box every week from someone who cares enough about you to send you fresh blades. They’re cheap, but it’s also the notion that it’s a technological platform different from what the old folks use, so there’s an excitement about it. It went rampant on social networks, and at that moment, Gillette’s game was over. It had kept its blades behind locked counters, behind locked screens at grocery stores and drug stores, and here’s this delivery. This is something it should never have let happen. It needed to scour the social landscape with alerts that would inform it sooner. All of the businesses we owned – whether it’s Unilever, Nestle, Heineken with the spirits and beer and craft brewers – need to have the capacity, the moment they see something come at them, to go into the market as soon as possible with a tactical response they can use to dislodge the early success required for the businesses that compete against them to get venture funding and then roll out the product dramatically.

We have examples in Nestlé’s case. It owns Gerber, which is the dominant infant food company in the world. It uses glass bottles, and when the pouch system came along, we asked management, “What do you think?” They said, “Women like glass bottles.” That was a dangerous response. It needs to have the ability to put a lookalike in the marketplace the moment it hears about something like this. It’s a tactical move. To protect its main business, it needs to be tactical as well as strategic.

In general, the major food and consumer goods companies have had the luxury of strategy over tactics. That is something they’ll have to change because the ability to become someone’s favorite inside the social network has proved to be highly effective. At the moment, we have investigations about the limits of Facebook and what it’s allowed to share and all the rest, which may provide a bit of comfort, but it’s still required of the management that they become much more prepared to fail. When I met with Unilever the other day, it said it had launched 22 new personal care products in the last 12 months compared to three a year over the previous decade, and the pace of innovation had quickened.

The following are excerpts of the Q&A session with Tom Russo:

Latticework Participant (Dan Roller, Maran Capital): Your conversation touched on family-controlled businesses, patience, time horizon, and executive compensation. I’d be curious to get your take on the world of activism over the last decade or so – generally positive or negative, probably some pros and cons.

Russo: In its best moment, it’s a question of timing and time horizon if you think about how few activists end up holding shares in the companies they’ve worked with 30 years later. I bought Heineken and Nestle in 1986. We have probably held the top 10 holdings for 25 years on average. I can go on at length about places where Nestle let its guard down by not responding fast. In this case, Third Point arrived with a list of thoughts and requests, and it’s been a fabulous ally to the new CEO, who came in from outside the culture. We have to make these steps, partly because it’s the right thing to do and also because we don’t have much choice since there’s someone breathing down our neck. That’s been a terrific catalyst for change. Nelson Peltz was a catalyst for change when he went on the board of Heinz.

Then there’s a question of duration, of how long you’re going to stay. In the Nestle case, there’s a huge dispute over what to do with the $25 billion holding in L’Oréal. In theory, Nestle should get rid of it, but in practice, it’s made $27 billion, and the company is comfortable with holding it. I personally feel perfectly comfortable holding that position within the company even though the activists in this case would love to extract it, at which point they’ll most likely move on. They’ve been an enormous factor of change, which I applaud them for.

Latticework Participant (Dan Geary, Samson Investment Partners): On the topic of disruption, what do you think about the competitive threat from JUUL to the core business of Philip Morris and British American Tobacco versus the opportunity JUUL has created for them by essentially validating an entirely new nicotine delivery industry?

Russo: It’s really a provoking moment because Philip Morris, whose shares I’ve held for quite a long time, with a major nod to capacity to suffer, has spent the last five years developing a product heating but not burning tobacco, which would allow adult smokers to quit smoking. More than half of adult smokers in the world want to quit, and this is the product lined up. It launched in Japan. Seven million people around the world now use the IQOS product Philip Morris invented. It cost $2.5 billion over five years to develop. The next big step is the US, and the FDA has stonewalled it. This has the potential for being extremely disruptive over time for Philip Morris because today, JUUL has in the marketplace a product that can help adult smokers quit. It doesn’t have any reference to tobacco whatsoever, and it has the advantage of having become rather cool and sexy, which is a real problem.

Someone thoughtfully talked about positional goods, which are the things you use to tell people who you are by what you have. Marlboro was a 42% share cigarette for 30 years because it said everything you wanted to hear around the world. It was called American freedom and set the world on fire.

In the US today, there’s a bulk of business being done traditionally, and there’s this outlier called JUUL, which has enough nicotine impact to help adult smokers quit. If it stays unchallenged as the only product in the market long enough, Philip Morris’s product, which would have been perfectly suited for that market, will have tougher sledding. It’s completely unknowable when the FDA will act. There seem to be no statutory requirements for it to act in any kind of haste whatsoever. Management from Altria suggested there was a chance the FDA may act on allowing the product into the market by year-end. If it did, it may come as a result of JUUL’s own difficulties. If you have kids in New York City private schools, you’ll know that the headmasters are absolutely paranoid about JUUL sweeping through their schools. They have a point – it’s been adopted by kids today as maybe rebellion or something. But the fact is it’s currently the only product addressing smoking cessation that works, and I think the FDA may think it makes sense to come in and license another one. We’ll see. It’s been very disruptive on the tradition of the stable tobacco market.

Latticework Participant: I’m curious about your thoughts on the asset management industry and whether you’ve ever found it interesting in any way. I don’t think it’s in your portfolio, so why not?

Hagstrom: Good question. There have been great companies and great stocks, and I’ve missed out on those. No particular reason. I guess I haven’t spent the time thinking more deeply, simply admiring from a distance. Moving forward, you’d say, “Gosh, the fee compression looks like it’s going to be inexorable and accelerating.” Indexation is not only sold effectively based on low fees, but it is becoming inevitably the sponsored solution in light of regulatory change. Just think about what the Department of Labor proposes with its fiduciary role. It was an absolute one-way stop to indexation given the burden that it put on fiduciary.

I probably missed a great period of investment success. Ironically, when I was at Stanford Business School, we had to write up a company, and I looked at two. I wrote up one that’s very forgettable, some business that went away, and the other one I looked at was Franklin Resources. If I had written up the second up and bought $10,000 worth of its shares in 1982, it would have been extraordinary. That has been one of the most productive investments you could have found in the money management business.

Latticework Participant: Your portfolio doesn’t change a lot. How hard is it for a company to make it into the Tom Russo portfolio? How frequently does it happen, and what does it take?

Russo: This reminds me of the conversations I had with a friend in Boston after the Red Sox won the World Series. Some months later, I asked him what was going on, and he said, “It’s been terrific. I just got into the country club. I’ve been on the waiting list for 12 years, but there were no spots. Now that the Red Sox won, a whole bunch of people died because they had been holding out until they had the chance to see a winning team.” The whole bench cleared out and in they came.

We had the death of one holding, British American Tobacco (BAT), which was part of our exposure to the tobacco industry. In light of the uncertainty in the tobacco world, we reduced that position effectively to zero. It gave us some funds, a small part of which went into Google. That would be the first new position since 2010. I think. We’re getting to know that business better. It’s been a longstanding interest, but it’s a small starter position.

Hagstrom: Tonight is the deadline for comments on the tariffs that probably would be announced tomorrow. Starting with Argentina, we’ve had an explosion in the currency market, and that morphed to Turkey, now to South Africa and India. What changes in your life tomorrow if they announce $160 billion worth of tariffs on China? What changes tomorrow for Semper Vic if we had more contagion type episodes in emerging market currencies?

Russo: These are all major headwinds. We are going to import a lot of inflation into the US if the price adjustments required are met without a reduction in demand. Our businesses are designed to cope well with inflation. They have price-inelastic demand because their products so often help people identify who they are by what they have, and there are long-standing loyalties.

Inflation’s a risk, but I think we’re well-protected against that. We sell an awful lot of consumer products to Brazil, for example. It has an election coming up. The currency has been soft, and business in Brazil has been relatively soft for most of our companies. In general, the emerging markets over the past three or four years have suffered from the contagion brought about by China shrinking back and looking inwards. Now China has come back, and the emerging markets have improved a bit, but all of these headwinds will weigh upon our portfolio companies.

With regard to tariffs, we have businesses before the Chinese government that just can’t get past square one. The allure of China is that if the government supports you, you can go extraordinarily far and fast, which is the story of Tencent and Alibaba. They’ve had such illustrious development, but recently, you see with Tencent the government’s reproach on gaming and the addiction to it. Suddenly, Tencent has a problem on its hands because it was built by the government, and now it’s being reined back by that same government. China’s a mystery. I have no idea where we’ll end up.

Latticework Participant: Robert, I love your book, Investing: The Last Liberal Art. Tom, you mentioned that something from one of his books influenced you, so I’d love for you to expand on that. Also, what meta skills make you a better investor, in your view? What things have you tried to read about and learn that you apply for investing? That’s a question for both of you.

Russo: The first point was in Robert’s second book, where he revisited the super investors of Graham and Doddsville in a most clever way – the book says that within this universe, Bill Ruane and a dozen other investors, all approach investing in a slightly different way, but they all share the value orientation and they all outperform over time. What Robert examined was extraordinary: all those who outperformed over time underperformed the S&P half the time. The conclusion is that in order to have the capacity to outperform, you must have the capacity to suffer through periods of time where you’re out of sync. If you try to prevail all the time, you will clearly trade your way out of returns, and I thought that was truly profound.

Hagstrom: When I worked with Bill Miller, he was always big on frequency versus magnitude. In our business as asset managers, our customers want frequency of outperformance, but that leads to suboptimal returns. Bill says it’s not how many times you’re right but how many times you’re wrong and how much money you make when you’re right. That’s how much money you get back when you’re wrong. When the super investors of Buffettville (as I called it in the book) made money, they made a hell of a lot of money. When they underperformed, they underperformed a little, not a lot, so it wasn’t a frequency argument but a magnitude argument.

Russo: I’ve been truly fortunate to have worked with people with interesting insights, the right orientation of concentrated investments, very low turnover, and tax sensitivity. Also, the early advice by Professor McDonald was not to be provincial but to start looking internationally. Back in 1982, it was hard to do, so few were and made it very rich pickings.

Hagstrom: There are a lot of young people here who would like to start a successful investment career and prosper, as you have with your clients. What advice do you have for a young person today to get started, get moving, and build a successful firm, as you have?

Russo: Make sure you don’t overpromise at the start or at any point in time. Also, be fair on fees. I invest as a 1% per year business. I think the structures that are very flattering and familiar and useful work against raising money and also keeping money if the fees are substantially higher. You have to make your own decision about that. You can do extremely well with a participating capital allocation fee structure with a relatively small amount of money because of the way the math works, and that’s a perfectly reasonable way to go. In addition to expectations and fee structure, I’d say manage a portion of the funds of the families you work for because you will find that the emotions of having all of a client’s money are extraordinarily hard to manage. You’ll spend all your time trying to explain why you don’t own something that’s running along. If you have all of a person’s funds, they just can’t overcome the cocktail party conversation. Those would be three things: manage a portion, modest fees, and modest expectations.

Hagstrom: Thanks to John, all of his team, and MOI for this, and thank you for your time, Tom.

Artem Fokin on Platform Companies and His Path as an Investor

September 14, 2018 in Podcast, The Zurich Project, The Zurich Project Podcast, Transcripts

In an episode of The Zurich Project Podcast, presented by MOI Global, Artem Fokin discusses platform businesses and his fascinating path as an investor, including growing up in Siberia and viewing bananas as a symbol of capitalism. Artem argues persuasively that true platform companies not only enjoy a wide moat due to network effects but that, in fact, their value proposition to customers also improves as they grow the user base.

Artem Fokin is the founder and portfolio manager of Caro-Kann Capital LLC, a hedge fund based in San Francisco. Prior to founding Caro-Kann, he was a principal at Outrider Management LLC. Before entering the investing industry, Artem was an attorney with Greenberg Traurig LLP in New York City. Artem earned an MBA from the Stanford GSB (Arjay Miller Scholar), a Master of Laws degree from NYU School of Law (Newman Scholar) and a bachelor of law from the Higher School of Economics (Presidential Scholar) in Russia. Artem is admitted to the practice of law in the State of New York and is a dual citizen of the United States and Russia. Caro-Kann Capital LLC is the general partner of an investment partnership based on the principles of value investing that focuses primarily on special situations and compounders. Caro-Kann Capital is named after a chess defense that emphasizes building safety and defensible position before contemplating an offensive strategy. The Founder’s substantial legal experience brings a greater ability to analyze complex corporate documentation accompanying extraordinary corporate events. The Fund’s core investment principles include: (1) concentration when properly compensated, (2) risk is not equivalent to volatility, (3) non-economic selling can lead to attractive opportunities; (4) capital allocation is often underappreciated by the market, and (5) incentives and insider ownership are paramount.

Artem is a participant in The Zurich Project.

The Zurich Project Podcast is on iTunes, Soundcloud, and Stitcher.

A transcript of this conversation will be posted here at a later date.

Transcontinental: Key Supplier of Flexible Packaging in North America

September 14, 2018 in Audio, Consumer Discretionary, Equities, North America, Small Cap, Transcripts, Wide-Moat Investing Summit, Wide-Moat Investing Summit 2018, Wide-Moat Investing Summit 2018 Featured

Jim Zimmerman of Lowell Capital Management presented his in-depth investment thesis on Transcontinental (Toronto: TCL) at Wide-Moat Investing Summit 2018.

Thesis summary:

Transcontinental engages in print, flexible packaging, publishing, and digital media operations in Canada and the U.S. TCL is the largest printer in Canada and a key supplier of flexible packaging in North America and recently completed a transformational acquisition in flexible packaging. TCL has been written off over the last several years as a declining printer with no growth potential, and the recent multiple continues to reflect this sentiment. As one looks closer, it becomes evident that TCL has an excellent management team with a compelling strategy (still partially executed) to create a strong, resilient and sustainable business over the long-term. It is becoming clearer that TCL could become a major player in flexible packaging in North America over the next five years. TCL is using the strong and steady cash flows of its unique print segment to position itself as a major player in flexible packaging in North America.

TCL completed a transformative acquisition of Coveris Americas for C$1.7 billion in May 2018. Coveris generated ~C$1.26 billion in revenue and ~C$165 million in adjusted EBITDA for FY2017. The Coveris Americas acquisition makes TCL one of the top ten flexible packaging converters in North America, among Bemis, Sealed Air, Berry, and Print Pak. On a pro forma basis for 2017, TCL’s revenue is ~C$3.3 billion, operating income is ~C$362 million, and adjusted EBITDA is ~C$564 million. Packaging will represent ~48% of revenue, 23% of operating income, and 37% of adjusted EBITDA. Jim expects TCL to rapidly deleverage the balance sheet over the next two years. Net debt to adjusted EBITDA is ~2.7x at closing, expected to decline below 2x over the next 24 months.

Over the past six years, TCL has generated cumulative cash from operations of close to C$2 billion or ~90% of enterprise value prior to the Coveris Americas acquisition. Pro forma for Coveris, TCL is attractive at 1.3x revenue, 7.5x 2017 EBITDA, and a 9% unleveraged FCF yield. Pro forma for Coveris, TCL’s adjusted net income per share is ~C$3, so TCL trades close to 10x adjusted EPS. The print segment is a better business than most investors realize – adjusted operating income from the print segment has grown from C$185 million in 2008 to C$295 million in 2017.

TCL has ~88 million Class A and Class B shares trading at ~C$32 per share for a market cap of ~C$2.8 billion. Class B shares are controlled by the Marcoux family of Canada. After the Coveris America acquisition and a follow-on 10 million share Class A stock offering to help finance the acquisition, TCL has ~C$1.5 billion of net debt, resulting in EV of ~C$4.3 billion. If TCL grows the packaging segment and print segment results remain relatively stable, investor perception could improve. TCL could achieve C$600 million in adjusted EBITDA by 2020 and trade for 8.5x adjusted EBITDA or EV of ~C$5.1 billion. TCL could reduce net debt to ~C$1 billion by yearend 2020. Based on net debt of ~C$1 billion and 88 million diluted shares outstanding, TCL stock could trade for ~C$47 per share, or close to 50% higher than the recent price of C$32 per share.

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About the instructor:

Jim Zimmerman is founder and portfolio manager of Lowell Capital Value Partners, LP, successor fund to Lowell Capital Fund, L.P. Mr. Zimmerman managed Lowell Capital Fund L.P. from 2003 to 2015 employing a proprietary strategy laser-focused on smaller and/or misunderstood companies with large, sustainable free cash flow yields and “Ft. Knox” balance sheets. He generated a compound annual return significantly exceeding the HFRI Equity Hedge Index and the S&P 500 Total Return Index over this period, despite holding a significant net cash position (~30%) for most of this period. He has over 25 years of investment banking and investment management experience in a variety of industries and has been involved with several billion dollars of investments. He has been a member of the invitation-only Value Investors Club for over 10 years, contributing detailed investment write-ups on 35 companies to date which have produced an average return exceeding 50% per investment. He has built an extensive network of relationships with value-oriented investment groups and activists. Mr. Zimmerman graduated with a BA with high honors in economics from Princeton University in 1980 and an MBA from Stanford Business School in 1984. He worked at Drexel Burnham Lambert, Inc., 1984 to 1990, serving in the Corporate Finance Department and multiple other investment banks from 1990 to 2003. He is a close follower of Warren Buffett and his investment approach.

Formula One: Liberty-Supported Management Reinvesting in Brand

September 14, 2018 in Audio, Equities, Mid Cap, North America, Transcripts, Wide-Moat Investing Summit, Wide-Moat Investing Summit 2018, Wide-Moat Investing Summit 2018 Featured

Nathaniel Leach of LBW Wealth Management presented his in-depth investment thesis on Formula One Group (Nasdaq: FWONK) at Wide-Moat Investing Summit 2018.

Thesis summary:

Formula One Group is a tracker stock of Liberty Media Corporation (one of three trackers) and comprises the Formula One (F1) operating group, some private assets, and a number of public equity holdings, including Live Nation, Time Warner Inc., and a quasi-interest in Liberty Braves. Liberty Media is controlled by John Malone and run by Greg Maffei.

The crown jewel of Formula One Group is F1, the race car organization that controls the brand’s intellectual property rights via television programming, digital, merchandising, advertising, and sponsorship rights; hospitality; and the negotiation with circuit tracks worldwide to stage F1 races.

When Liberty Media purchased F1 via its tracker, named at the time “Liberty Media Group”, F1 was an underinvested asset. Malone and Maffei brought in media veteran Chase Carey to reinvest in the brand and to grow it even more. They have already paid down $1+ billion in debt since their purchase in January 2017, and are looking for potential venues for additional races.

Potential investors have a hard time not only peeling back the other assets within Formula One Group, but also understanding what is needed to reinvest in the brand. Nathaniel believes that after “digging into the weeds”, one will find F1 to be a valuable asset.

The following transcript has been edited for space and clarity.

The subject of this presentation is Formula One Group, which is a Liberty Media Corporation tracker stock.

This is a play on Formula One – the same Formula One with very fast cars that started in Europe. In part, it is also a play on Live Nation (LYV).

We have a classic Liberty story here, Liberty being the company associated with John Malone and Greg Maffei. It’s the story of an under-utilized asset, and management is now taking active measures to re-invest in the business. It is what is known as a “sum of the parts” play. Being a tracker stock, it is non-indexed, and one could, therefore, call it an under-followed opportunity.

The economics of F1 include a predictable revenue stream and cash flows. This is a capex-light asset with fairly diversified revenues. There are newly created segments at play, and there is no reason why they shouldn’t be monetized. It has a very efficient tax rate due to its UK location, plus it has most of its revenues and expenses in dollars, so it has that kind of currency arbitrage going on. Mention should also be made of the possibility of a new agreement coming online between the teams and Formula One in 2021.

To avoid any confusion and misunderstanding, it should clarify that F1 refers specifically to the Formula One entity within the Formula One Group tracker. F1 Group or the ticker symbol, F1, reference the entire tracker.

One of the key figures, John Malone, was the CEO of Tele-Communications Inc from 1973 to 1996. The other Liberty Media pillar, Greg Maffei, was CFO of Microsoft before he came over to Liberty in 2005. Depending on how you look at it, he infamously, notoriously, or famously known for the Sirius XM transaction in early 2009. Liberty Media has taken many forms in the past – Liberty Interactive, DirecTV, Starz (now part of Lionsgate), and Liberty Broadband. The team now includes Chase Carey, who previously worked at Fox (now known as 21st Century Fox). Prior to joining Fox, he was also the CEO of DirecTV from, I believe, 2003 to 2009. He has a wealth of experience in the media game and was responsible for revving up Fox’s global sports business.

Liberty announced the F1 transaction in September 2016. The value was $1.1 billion in cash plus 138 million Liberty Media Class C shares and $351 million in exchangeable notes. As time went on, Liberty did some things that minimized the equity dilution – something the company is well-known for. For example, it had three secondary equity offerings of $2 billion in the aggregate to facilitate the orderly liquidation of F1’s old shareholders. One of these offerings raised $1.55 billion. Liberty utilized the spread between what the Liberty Media Class C shares (LMCK) had risen to – $25 a share – versus the reference price of $21.26, which was the price of the stock when the deal announcement came. Liberty used that spread and made approximately $230 million in cold cash from that secondary offering. It was then able to increase that original $1.1 billion cash payment and give that to the liquidating shareholders as part of the payment while also decreasing the equity dilution. I’m a huge fan of stuff like that because it saves us, the shareholders, money.

If you delve into the history of F1, you will see it began in its current form in 1950. Bernie Ecclestone, the man on the throne, started in the 1960s or the 1970s, but it was in the 1980s that he began started to consolidate his power.

He first started off as a team owner, but from the 1970s and into the 1980s, he began to negotiate on behalf of teams and drivers with the broadcasters, the promoters (the circuit owners or cities that offered up their locations for F1 to race in), the advertisers, and the sponsors. This, in turn, led to a series of organizations being launched.

First came FIA (Federation Internationale de l’Automobile), which then created a subsidiary called FISA (Fédération Internationale du Sport Automobile). FISA was meant to act as the negotiator for FIA with the drivers and the teams. The latter, in turn, established FOCA (F1 Constructors’ Association) in 1974 to negotiate with FISA. In 1981, these two entities came up with what was called the first Concorde Agreement, named after Concorde in France, where FIA is headquartered. The Concorde Agreement guaranteed that all teams would show up for races, which was previously not the case if the races were held in far-flung areas because it would cost the teams an arm and a leg to travel there. Guaranteeing this would ensure consistent crowds, which, in turn, would act as leverage for broadcasting, promoter, and sponsorship negotiations. It also allowed the teams to pool resources and share the expenses of transportation to the races.

In 1987, an organization called FOPA (F1 Promotions and Administrations) was created and given the rights of the TV broadcast negotiations and the contracts, receiving the promotion fees on behalf of the teams and then passing on these revenues to the teams as prize money.

This is where Bernie Ecclestone started to take control. He was the organizer of FOPA, which he created to manage all this. Both he and the teams won out because all of this negotiating power was now centered into this one entity. FOPA made it possible for the teams to take their power as a whole instead of separately, whereas it was every team for themselves before that. Now it was settled in one organization where approximately 65% to 68% of the pre-team EBITDA was given out to the teams.

In 2000, the FIA sold to FOM the commercial rights to F1 for 100 years. FOM (F1 Management) was a successor to FOPA and a subsidiary of F1. This is the infamous 100-year agreement of 2011 that’s probably one of the most amazing coups in the sports world because it essentially sold 100 years of all merchandising, racing, broadcasting, and IP rights for an upfront $360 million cash payment. That’s $3.6 million a year F1 advertises on its income statement every year. Now, F1 controls all the IP.

The story can’t be told without private equity firm CVC, which bought control of F1 together with a number of other private entities. Bernie had given away control previously because of some divorce proceedings, and it went downhill for him, but he did still retain control. When you pair CVC with Bernie’s infamous eccentric management, you get an under-invested, under-monetized asset.

You have to consider CVC’s incentives in this case. Because it’s a PE firm, its F1 asset was locked up within a fund. These funds have tenure (with an extension) of up to 12 years in total, after which they have to be liquidated. This is where Liberty Media came into the picture, swooping in and picking the asset for what was probably deemed a reasonable price. Because CVC couldn’t hold on to it, it was CVC’s gain that Liberty Media came in.

The core business segments of F1 are Promotions, Broadcasting, Advertising/Sponsorships, and Hospitality, the last one principally comprising the Paddock Club, where ticketholders can go and enjoy the races at their leisure throughout the race weekend. The Promotions segment covers cities or racing circuits that pay F1 to host. It is paid in five to seven years, with five-year extension options which F1 can exercise. These contract details do not differ materially for each segment. We also have a number of new segments that can be categorized as subsets of the core segments. Examples include Digital and Merchandising. It’s all IP-based. None of these had been monetized under Bernie and CVC, and now there is a great opportunity to do so.

Turning to the attributes of F1, we should start by noting this is a really unique opportunity to own an entire sport – I can’t think of any other publicly traded opportunity for that! Yes, there’s the Liberty Braves, but that is just a team within a sport. F1’s revenue streams are heavily contracted. As of September 2016, $9.3 billion in revenues was contracted through 2026. About a year later, in August 2017, the number had shrunk to $7.7 billion through 2026. Something that speaks clearly to the quality and solidity of these revenues is the fact that F1 has the ability, through a debt covenant, to lever up to 8.75x OIBDA (operating income before depreciation and amortization). It has mentioned it is only aiming to do 5x to 6x and is paring back the debt right now because it was so high.

Let’s compare that 5x to 6x with other companies Liberty controls: Qurate, for example, has a 2.5x goal when it comes to its debt over OIBDA; Discovery has a range of 3x to 3.5x; Charter has a range of 4x to 4.5x. The highest I’ve seen is in Liberty Global and Liberty Latin America, where the range is 4x to 5x. When I see 5x or 6x, I get excited about how strong this business is.

The cost structure is also a classic tenet of Liberty investment. You could say it’s similar to Sirius XM in that it is a low fixed cost and high variable. The low fixed is the administration of business, while the high variable is the team’s payout, which is all based upon the revenue it’s taking in and thus very advantageous to F1.

Regarding team payout, pre-team EBITDA is 76%- 77% of revenues. In 2013, ESPN released a report detailing how the team’s payout is sliced and diced. I’m not 100% sure on some of the numbers, but it’s supposedly 62.5% (I’ve also seen 60%) of the pre-team EBITDA that the team gets a share of. In recent years, however, this has reached as high as 67%-68% due to a one-time cost of approximately 5%.

I found some quite fascinating date on attendance and viewership. In 2016, F1 claimed 390 million unique viewers and 352 million in 2017. It looks as if it lost a good portion of its fan viewership, but what happened, in reality, was a change in the way it was measured, and 352 million is a far more accurate number. Now, when you compare the attendance at F1 Grand Prix in Britain to the NFL Super Bowl, F1 has nearly double the attendance. When you look at the unique viewers and compare the figure to the Super Bowl’s numbers, it’s over triple. That’s quite fascinating for me because the NFL earned $1.32 billion from advertising in 2017, while F1 earned $273 million. That’s a ridiculous divide that clearly indicates under-monetization.

As for how the core segments and teams work together, the sponsors pay teams based on the viewership (which is encapsulated in Broadcasting); the location and the number of events (Promotions) increase F1 negotiation Broadcasting leverage; and the Hospitality segment is more of an on-site value-add for fans. The under-utilized and under-invested segments are Digital/OTT (over the top), Merchandising/Licensing/Gaming, Social Media, and New Markets.

The opportunities we have here are quite numerous. There’s a great opportunity to do promotion and marketing of the brand. In the Promotion section, F1 can add new races. I’m not quite sure of the number of sponsors today in the Ads and Sponsors category – I’ve seen about seven, but I’ve heard 17. Seven refers specifically to the engine manufacturers and parts suppliers.

A number of holes exist in the Advertising categories, where there are luxury providers in sectors such as telecom, financial, fuel, soft drink, hard spirits, apparel, hospitality, and tech. These are all mentioned in Liberty Media presentations on this subject and have not yet been filled with advertisers, so there’s a huge opportunity for F1 here. Let’s say there are 17 total advertisers and sponsors for F1. The Major League Baseball in the US has 75, which is an incredible difference.

In Broadcasting, F1’s leverage and power to negotiate better contracts increases with the number of broadcastings. It’s definitely under-monetized relative to other sports in that regard. The Paddock Club in Hospitality reminds me of what happened with the Atlanta Braves. They opened up a new stadium in 2017, shrinking the number of people that could fit inside. But what they were trying to do was curate higher-end clientele, and it worked because they were able to drastically increase their revenues while shrinking the audience. They were also able to create an atmosphere around the stadium. F1 might be able to replicate this kind of experience with the Paddock Club.

Within the new segments, there is a great chance to increase content distribution. Previously, there was 0% interest by Bernie and management to monetize IP beyond the core segments. According to what I’ve heard, they just took what came their way; there was really no negotiating. With the Broadcasting negotiation, they probably didn’t take advantage of the typical re-rating multiple in this business – 1.5x the original contract base amount is typical when these contracts are renegotiated. If they did take advantage, they probably didn’t do it at very high multiples.

While there are definitely a lot of risks to F1, whether they are that material is a question for each investor to answer. When it comes to the Concorde Agreement, which runs through 2020, one risk is that the terms may lead to deterioration in the sports quality, that is, lower investment in the engine technology due to a proposed spending cap. There may be no agreement formed, and perhaps a competing league might be formed. I should note this happened in the past, in the 1980s, and did not succeed because they would have had to build new tracks and find new cities willing to host these tracks. They would have had to find broadcasters and create contracts with them to view their product, which is very hard to do if they don’t have a product to begin with. And they would also have had to find advertisers and sponsors. It’s all very hard to do to get off the ground.

There could be negative terms for F1, perhaps a similar or a higher percentage team payout. Currently, it’s approximately 68% with one-time costs added in. When you strip out the costs, it should be 62.5% to 63%. There were rumors saying F1 wanted to include the engine manufacturers within the revenue share. Those engine manufacturers currently include, I believe, Mercedes, Ferrari, Renault, and Honda.

Ferrari is a team, and that’s going to come into play here because the current Concorde terms state that Ferrari gets a 5% payout just for being the longest-running team in F1 racing. However, if the engine manufacturers are paid a share of the team payout, then perhaps it might encourage Ferrari to sign on the dotted line with this new Concorde Agreement because it will still be getting a higher payment than most. But instead of it being based upon its track record of decades ago, it’s now going to be based on what it does with its engines. I think this will go over very well with the teams and could perhaps play into a lower amount overall that F1 has to pay the teams. It could, therefore, work to F1’s benefit.

Another risk within the Concorde Agreement is that there might be too many races, which could potentially lead to driver burnout, although that’s a very small risk – more year-round racing versus the current nine-month timeframe. It could be like for one-time events, and it isn’t inclusive of what is currently a 25-race limitation stated in the Concorde Agreement.

There’s also the risk of dilution, meaning commoditization of F1’s brand due to sponsors being on board for what I would describe as low- to mid-end brands, but there is definitely room for other luxury to mid-end brands within that category.

Regarding monetization, F1 may fail to re-rate the Broadcasting contract at a decent multiple from the prior contract. There could be OTT product difficulties and/or little penetration. That OTT product launched in 2018, and there were some difficulties with it. It was geared towards the hardcore fan and is now going through growing pains but should have some benefit in the future.

In new markets, principally in the US and China, F1 may not be able to successfully promote itself and/or grow into those new territories. It might not be able to find the viewers and fan followings it is craving, and that could then trickle down into all the core segments, as well as the new ones.

Then there’s the debt – Liberty is well-known for leveraging up. In the timeframe of 2023 to 2024, there is a $4.5 billion amount due. A combination of variable and fixed rate issues could make F1 unable to roll over its debt and refinance, which could seriously affect the company.

With regard to valuation, the question is what the best way to value F1 is. When I say F1, it means specifically the operating company within F1 Group. One could look at F1 only within the operating group, so by subtracting the market caps of Live Nation and the other public equities, private assets, and cash on F1 Group’s balance sheet and then dividing that by F1’s free cash flow, you get a very low, appetizing 11x multiple.

However, it isn’t fair to look at it that way because you’re not including the debt on F1 Group’s balance sheet. I’m not referencing F1’s operating group debt, which is approximately $3.2 billion but the $2.3 billion or so assigned to Formula One Group’s corporate balance sheet. I would argue that you need to take the MC F1-only minus the net asset value and divide it by the F1 FCF, which produces a 19.6 multiple. This is the one to use because I took all F1 Group assets, which included Live Nation, Time Warner, and Liberty Braves intergroup interest, other public holdings, private assets, and also the corporate cash flow. When you take all that and subtract the debt load of approximately $2.3 billion, you’re left with approximately $2 billion in net assets. If you take today’s market cap, subtract from that the net asset amount of approximately $2 billion, you get $5.4 billion to $5.5 billion in market cap applicable to F1, and that’s how I get that multiple of 19.6.

I have come up with a number of different scenarios where I take into account Race Promotion fees, Broadcasting, Broadcasting re-rate multiple, Advertising/Sponsorships, Hospitality/Other services, Digital/OTT Penetration, Team Allocation, Debt Payment, and absolute FCF growth. The differentiation between the growth rates for Race Promotion fees, Broadcasting, Advertising/Sponsorships, Hospitality, and Other Services could be viewed as either inflation or growth, depending on the scenario.

If contracts for the promoters, broadcasting, and sponsorships were to increase simply by inflation, then the upside increase is drastic. The Broadcasting re-rate multiple of 1.5x rises to 1.8x. The typical re-rating multiple can vary depending on the sport. To give you some frame of reference here, NFL has historically re-rated at 1.6x. At the higher end of the scale, you have the MBA with 2.8x. I wanted to keep it as conservative as possible, so I stuck mainly to 1.5x throughout, which I think is very good odds, especially with what Liberty is doing to re-invest in the F1 business. I go only as high as 1.8x.

For Digital/OTT penetration, I assume 0% in 2008 and have it growing by 0.5% increments from 2109 to 2022 in some scenarios. With 352 million unique viewers, 2% is just seven million fans worldwide that would have to buy this product. I have conservatively put the cost at $8 a month worldwide, so there’s surely a lot of upside with regard to that.

Team Allocation in 2017 was 67.2%. If we assume it’s 68% going forward, decreasing to 65% and 63% in 2021 as a result of the negotiation terms, then it’s one more factor that can lead to almost a hockey stick in earnings in the very extreme case. Remember there are one-off charges of 5% of pre-team EBITDA paid in the past couple of years. Those may flow off. But even conservatively, assuming it goes 68% until 2021, I think it’s a very safe assumption.

As regards debt payment, I have assumed the average interest rate paid on the debt increases by 0.5% increments through 2019 and 2022. The biggest debt amount is based on a variable rate on LIBOR, which is a risk, but with the exception of the worst-case scenario, I have assumed there is debt repayment going forward.

I’ve also assumed that share repurchases occur, except in the worst-case scenario. Everything left over after debt payments would be used to repurchase shares, the assumption being they would be bought at today’s Formula 1 Class C prices. From 2024 on, I assume the absolute free cash flow dollar amount does not increase, so growth after that would be from share repurchases alone.

Let me go through these scenarios in some more detail. Scenario 1, or the worst-case scenario, has 0% growth, a 1.5x re-rating multiple, and zero debt repayment. A 10-year multiple would be 11.1.

In scenario 2, or the conservative case, there is 3% growth (1% in Hospitality) and 68% team allocation, but F1 would also start repaying debt in 2019. We have here a conservative 10-year multiple of 15.3.

The base case scenario (scenario 3) would require Digital/OTT penetration to occur and the team allocation to go to 65% in 2021. Remember, there may be a lot of one-time costs at play. The base payout is at least 62.5% right now, so assuming 65% starting in 2021 – to either allow for no more one-time cost or to allow for a lower team payout percentage – will drastically increase the multiple to 28.2.

Then we go to scenario 5 and scenario 6, the optimistic and extremely optimistic ones. This is where everything would be firing on all cylinders: high percentage increases per year for the promoters, broadcasting and sponsorship contracts, Hospitality stays at 1% throughout, same penetration by 2022. The big part here would be team allocation dropping to 63% in scenario 5 and 60% in scenario 6 in 2021. I’m not going to bet on that happening, especially the 60% figure, which is extremely optimistic. I think scenario 5 is more likely, with assumed increases of 5% for Race Promotion and Broadcasting being quite realistic in the long term given what Liberty has been doing to re-invest in the business.

I think most likely is something in between scenario 2 and 3. It’s more likely to be 3% growth for Race Promotion, Broadcasting, and Advertising, and 1% for Hospitality, with team allocation dropping down to 65% starting in 2021. Share repurchase and debt repayment occur, and the multiple becomes 18x. If you compare scenario 5 versus scenario 1, you get a 3:1 return, while scenario 5 versus scenario 2 gives you a 6:1 return.

According to my estimates, at today’s prices, you are starting to purchase the stock at a minimum 30% margin of safety. When you consider the more optimistic scenarios, you’re delving into a margin of safety territory of anywhere from 50% to almost 70%, which is an extremely high buy-in price.

Because of our business model (wealth management), we’re investing with individually managed accounts, so I’m starting to nibble on it for our clients’ accounts, but I’m not doing so in a whole hog position. I would recommend the business if you’re looking for ideas to put into your portfolio, but I don’t think it’s a good one to do all out quite yet.

If I was in a partnership business model, where I can really wait or had clients that are looking 10, 20, or 30 years out and can afford to lose money, it’s quite a different mindset. Most good partnerships out there have the kind of clients that would warrant such mode of thinking. These investment managers can wait for lower prices.

When this deal was announced, it was at $21-$22 per share, and it quickly skyrocketed from there. Perhaps there are lower prices ahead due to the Concorde Agreements possibly not going the way F1 would like, some teams threatening to break away, or execution risks. There are a number of risks that would make an investment manager wait. I, for one, would start to buy in small positions today, perhaps a quarter or half position, which can differ from manager to manager.

To sum up, this is an opportunity to own an entire sport. The cost structure leads to a very high, very well contracted, revenue-based FCF amount. There are multiple opportunities to grow revenues through either ramping up the core segments or investing in new ones, specifically the distribution of IP, which was not well done under the prior management.

The current management has shown throughout its track record it has excellent capital allocators in John Malone and Greg Maffei, and highly experienced executives in the person of Chase Carey, as well as Malone and Maffei. They have shown they’re always looking for the best place to re-invest their capital, and I have great confidence in
their management style.

The following are excerpts of the Q&A session with Nathaniel Leach:

Q: For those interested in doing more work and tracking this idea over time, what might be some data points to monitor to either validate or challenge your thesis?

A: There are a couple of key points one can follow. Going down the core segment line, you’ve got the Race Promotion segment. You could count the number of races and then divide it by the race promotion fee amount, which can be found under revenue in the income statement. You can calculate the fee per race and the growth of that number as time goes on.

You can also calculate the growth in Broadcasting revenue. It’s not going to be even every single year. For example, from 2015 to 2014, it only grew 0.6%, but from 2015 to 2016, it grew by 7.1%. It’s going to be lumpy.

With regard to Advertising and Sponsors, you have to find out how many sponsors are currently with F1, which can be hard to dig up. But once you do that, you can divide the number by the segment revenue, find the revenue per sponsor, and start to track the growth for that. With Hospitality, you can just assume it stays flat or maybe grows 1% or 2%. It’s hard to know for all the new areas because these are all new revenue segments.

One of probably the two biggest factors is the percentage of team allocation – watching what happens with contract negotiations, keeping your ear to the ground, seeing what’s happening with that because the engine manufacturers might start to get a piece of it. Allocation may either increase to compensate them, or F1 might be able to negotiate a lower payout amount to the teams and car engine manufacturers because it is trying to encourage them to think long term and be willing to accept a smaller portion of the pie. But the pie will hopefully expand over time.

The second biggest factor is the debt load. It’s going to be critical for Liberty to pay down the debt load. It is well on its way to doing that – it restructured a lot of the debt in 2017 and managed to lower its interest rate payout. Estimates suggest it saved anywhere from $90 million to $115 million in interest rate expense.

What it failed to tell you though is that was just for F1 Operating Group because Liberty Media, the tracker Formula One Group, the corporate side of the balance sheet, compensated for that debt load by taking up more debt onto its balance sheet by monetizing its Time Warner stock. Those are probably the biggest things to look for.

About the instructor:

Nathaniel Leach grew up in western Wisconsin and has been investing in the stock market since high school. In 2003, he attended Kalamazoo College and graduated with a B.A. in History. His degree encouraged him to conduct diligent research in a disciplined and efficient manner of any concept. In 2008, he enlisted in the U.S. Marine Corps. After completing active duty in 2012, with honorable character, he entered the RIA industry as a Securities Analyst at a local wealth management firm. He spearheaded multiple initiatives in operations, compliance, and trading as he steadily educated himself further as a value investor. Nathaniel has rigorously studied the great value investors, including, but not limited to: Benjamin Graham, David Dodd, Warren Buffett, Charles Munger, Philip Fisher, Mohnish Pabrai, Seth Klarman, and Joel Greenblatt. Nathaniel resides in Madison with his wife Chaoying.

Landstar System: Third-Party Logistics Leader in Trucking

September 14, 2018 in Audio, Equities, Mid Cap, North America, Transcripts, Transportation, Wide-Moat Investing Summit, Wide-Moat Investing Summit 2018, Wide-Moat Investing Summit 2018 Featured

Sean Stannard-Stockton of Ensemble Capital Management presented his in-depth investment thesis on Landstar System (Nasdaq: LSTR) at Wide-Moat Investing Summit 2018.

Thesis summary:

Landstar System is a third-party logistics company serving the trucking market. With 90% of the big rigs on the roads owned by the driver and most drivers owning just one truck, shippers need a logistics intermediary to find truckload capacity. Likewise, truckers need access to a large inventory of loads in need of shipment so they can keep their big rig full and not drive long distances without a paid load.

While some investors worry about app-based startups disrupting the industry, these fears are misplaced given the lack of unutilized capacity in the industry which was a key characteristic of successful new logistics companies such as Uber and Airbnb, which successfully brought new supply into their industries.

The full session is available exclusively to members of MOI Global.

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About the instructor:

Sean Stannard-Stockton, CFA is the president and chief investment officer of Ensemble Capital Management, and portfolio manager of the Ensemble Fund. In addition to advising the Ensemble Fund, Ensemble Capital manages $700+ million in separate accounts on behalf of families and charitable institutions. Prior to working at Ensemble Capital, Sean worked at Scudder Investments. He holds a BA in Economics from the University of California, Davis and the Chartered Financial Analyst designation.

Emérito Quintana sobre el valor de la paciencia

September 14, 2018 in Miscelánea, MOI Global en Español

NOTA DEL EDITOR: Este texto es un extracto de una carta semestral a los inversores de Numantia Patrimonio Global.

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Como inversores debemos conocer qué ventajas o cualidades distintivas tenemos frente al resto del mercado. En el caso de Numantia, la principal característica diferenciadora es una paciencia superior a la media, un recurso muy valioso que debemos aprovechar. Muchos de los partícipes, entre los que me incluyo, utilizan Numantia como su plan de jubilación, con horizontes temporales de 15-20 años. Otros compran participaciones para sus hijos recién nacidos pensando en su futuro, lo que me hace sentir una gran satisfacción y una gran responsabilidad. En todos ellos pienso con cada decisión de inversión. Esa mayor paciencia nos permite incluir empresas en cartera que otros no se pueden permitir.

El horizonte de largo plazo es lo que nos hace centrarnos en las buenas empresas descartando las malas. Una empresa de baja calidad, sin ventaja competitiva, destruye valor cada día que pasa, del mismo modo que si tomamos prestado dinero al 10% y lo invertimos al 5% nuestro patrimonio decrece. Muchos inversores se centran en ese tipo de empresas porque apuestan a que habrá una adquisición, un cambio de gestión o de estrategia (turnaround), o a que están en el punto bajo del ciclo de capital y éste pronto se dará la vuelta1, o a que dentro de poco otros inversores dejarán de creer que la empresa es muy mala pasando a creer que sólo es mediocre2, haciendo que el precio de la acción se recupere. El problema es que, si ninguno de esos eventos ocurre pronto, la empresa seguirá reduciendo su valor. Y si el evento ocurre y genera algo de valor, inmediatamente tenemos que encontrar una nueva idea, aumentando las probabilidades de equivocarnos. El tiempo no juega a nuestro favor. Como dice Warren Buffett: “El tiempo es amigo de los negocios excelentes y enemigo de los mediocres”.
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