Some half year updates – Poujoulat, Total Produce, Dart Group, Installux

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Poujoulat:

Quite surprisingly, Poujoulat announced a stock split 1:4,, this is the release from Poujoulat:

En date du 21 juin 2012, l’Assemblée Générale de la société POUJOULAT a décidé la division par 4 de la valeur nominale de l’action POUJOULAT négociée sur le marché ALTERNEXT Paris. Cette mesure permettra de fluidifier les échanges et de rendre le titre POUJOULAT plus accessible (son cours étant actuellement supérieur à 130€) En pratique, l’opération de division par 4 sera réalisée sur les soldes EUROCLEAR du vendredi 7 septembre prochain et sera effective le lundi 10 septembre à l’ouverture du marché. Les détenteurs d’actions POUJOULAT se verront attribuer automatiquement 4 actions nouvelles pour une ancienne.
Les droits antérieurs rattachés aux actions ne seront pas modifiés, notamment le bénéficie du droit de vote double pour toute action gérée au nominatif pur depuis plus de 24 mois. Le nombre d’actions POUJOULAT en circulation sur ALTERNEXT Paris sera ainsi porté de 489 750 à 1 959 000.

Let’s wait and see if this somehow helps the stock or not.

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Leveraging Investment returns if you are not Warren Buffet and you do not own an Insurance company

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This post was inspired by an interesting paper which explores how much of WBs success is attributable to leverage.

The authors calculate that Buffet applied (mostly through his insurance float and debt a leverage ratio of between 1.4:1 to 1.6:1 over the life of Berkshire.I would speculate that this might be even higher if one factors in his sales of S&P puts and CDS protection.

However, for the ordinary investor it is quite difficult to gain access to cheap insurance float and the AAA funding cost Warren Buffet enjoys.

So what are the alternatives for “normal” investors ?

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Guest post: Curanum AG (ISIN DE0005240709)

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Reader Ben forwarded me his great write up for Curanum, the German care and serviced appartment provider for senior citizens which I publish with his permission:

Curanum AG – Write Up (1)

His conclusion was as follows, but I think one should read the whole piece although Ben is not recommending the stock at the moment::

Conclusion
As overcapacity is expected to be reduced in the upcoming years I expect occupancy rates to recover from their current lows. As this will give Curanum some time to breathe, the management will have to make additional investments in their facilities to be able to comply with regulatory requirements. From my perspective there is not much room for additional acquisitions for the following reasons.

First, the company is highly leveraged. Second, the company just increased its number of outstanding shares by almost 20%. Hence, demand from equity holders should be satisfied at the moment and banks are currently reluctant to even refinance existing debt. Given the high cost pressure and limited pricing power a further decline in margins within the next years is highly likely from my perspective. The company is currently generating healthy cash flows, though capex seems to be too low, which will negatively affect cash flow generation in the future. Most of this is reflected in the current share price, so I do not think that Curanum is a prime short candidate.

To the contrary, given the current downside trend in the stock price, the sock seems to be ready for a rebound. A short term catalyst could be a successful refinancing of the maturing debt facility. However, from a long term investor perspective I do not think that the company does offer an attractive risk/return profile.

Rhoen-Klinikum (DE0007042301) – or why merger arbitrage is a really hard business

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The Story of the takleover fight for German hospital operator Rhoen Klinikum has been in the news quite often lately.

I try to summarize it in a few short sentences:

– Fresenius AG the big German healthcare group launched a bid at 22.50 EUR contingent on getting 90%
– in the meantime, some of the German competitors bought large stakes (Asklepios, Braun) of 5% to block the deal
– additionally some M&A arbitrage specialists (John Paulson) took stakes as well, hoping for a higher bid
– on the weekend, Fresenius then declared that they will not pursue the offer and the stock price drops almost 30%

Rhoen is now back or even below the level before the offer:

This shows that merger arbitrage is not an easy business. I have to confess that i was tempted to speculate on the Fresenies offer as well, but thanks to not having time to write a blog post, I didn’t jump into it as I would have done before I started the blog.

Fresenius is a big player and I would have thought that they might make at least one more attempt to gain 90%, which under German law would give them the right to squeeze out monrity shareholders.

However, now it is a different situation.

Rhoen is a well managed company and scores quite well in my Boss model. On top, we know that the private market value of the company is 22,50 EUR and one could theoretically buy it at a nice discount. Rhoen is one of the few German companies which do not have a majority shareholder although the fuender with his 13% holding still has a big influence but obviously not enough.

However, Rhoen is now clearly “in play”. I am considering really hard, if I should not open a half position for my “special situation” bucket.

Any opinions on that one ?

Weekly links

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Sequoia Funds shareholder day Q&A transcript

Toby Carlisle (Greenbackd blog) lecture about how to beat the magic formula

Bronte has a couple of great posts about Chinese company Focus Media as a potential short. Despite his mistake with Richemont, I think Bronte is still an outstanding investment blog, if not the best.

Great post from Damodaran about Apple’s short product life cycles

Don’t miss Nate’s take at diversification at Oddball.

Some interesting blogs I discovered lately:

Ragnar is a pirate Great blog about off-radar investments including reantal housing experiences etc.

Also sprach analyst: Hong Kong based blog with a lot of (critical) infos about China

Reply SpA part 3 – Strange cashflow –> RED FLAG ALERT

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In the last two posts (part 1, part 2) about Reply, I mentioned that there was some questionable provisioning for overdue receivables and that free cash flow generation in general looks relatively weak.

So let’s look at a further example, if and how reliable Reply’s accounting is.

In 2009, Reply made an interesting deal, as stated in the 2009 annual report:

Acquisition of Motorola Research centre
In February 2009 Reply Group, through the subsidiary company Santer Reply S.p.A., finalized the acquisition of the Motorola research centre based in Turin.
The acquisition, accountable as a “net asset acquisition” was purchased by Reply for a symbolic amount of 1 Euro and comprised 339 employees, 20.6 million Euros in cash, 2.9 million Euros of assets and liabilities for 23.5 million Euros. Reply has committed to the operation on the basis of the research perspectives outlined at the time of acquisition and the agreements defined with the public administrations (Region and Ministry of Development).

Such agreements foresee that the Piedmont Region finance through a free grant a maximum of 10 million Euros on the condition that the Research centre carries out projects within the research and development of Machine to Machine (“M2M”) and that proof can be provided. Furthermore, the Ministero dello Sviluppo Economico (S.M.E.) has made a commitment to grant the Research centre a loan for a maximum of 15 million Euros of which 10 million a free grant for research and development projects similar to those agreed with the Piedmont Region.
In the last months the Board of directors of Reply Group and Santer Reply S.p.A have outlined and defined organizational strategies of the course of business of the Centre. More specifically costs related to research projects have been quantified and the financial resources necessary for such research projects and means of disbursement have been defined by the Public Administrations.

So they “bought” a company for 1 EUR which had 20.6 mn in cash. In theory, we should see this as a positive investing cashflow in the CF statement. Lets look at the 2009 statement:

Strangely, the stated “payments for the acquisition of subsidiaries net of cash received” is negative !! We know that they only paid 1 EUR, received 20 mn and didn’t do other big acquisitions in 2009.

I do not know where they actually booked the acquired 20 mn EUR liquidity, but this is very very strange.

The second part of the puzzle are the Government grants out of this deal.

In their notes, they state the following:

Government grants
Government grants are recognized in the financial statements when there is reasonable assurance that the company concerned will comply with the conditions for receiving such grants and that the grants themselves will be received. Government grants are recognized as income over the periods necessary to match them with the related costs which they are intended to compensate.

So what in theory should happen is the following:

-when they receive the money, the book a liability against the money (P&L neutral)
– then over time they reduce the liability by booking this release as profit

Based on Note 29, Reply booked already such a provision of ~23 mn EUR at the end of 2009, from where they used half of it again. I am not sure why,but again, where is the corresponding asset ? I would assume somewhere in other receivables (as they may not have received the Government money in 2009).

If one of the readers really understands what is going on here, then please help me.

In 2010, the provisioning continues, it looks like the increase and use those provisions as they like to:

This might explain why the very unusual and unexplained line item “changes in other assets and liabilities” makes up 2/3 of Reply’s 2010 operating cashflow.

in 2011, the provision is still significant:

So what does that mean ?

In my opinion, there is poor visibility in the accounts and especially in the cash flow statements. We know now, that the Motorola transaction netted them around 40 mn EUR net cash, but didn’t show up in the investment cashflow. As it didn’t show up in financing cashflow neither, it has to be moved into operating cash.

As operating cash in total from 2009-2011 was only 55 mn EUR, basically a large amount of the operating cashflow in this period seems to be non-operating and coming from the acquired Motorola Research center.

At this point it is time to stop and summarize:

– at least to me, the accounting and cashflow treatment of the Motorola acquisition is not transparent
– together with the weak cash flow generation, large goodwill position and a large number of acquisitions this is A BIG RED FLAG

Maybe I am just not clever enough, but my philosophy to avoid companies with large intangibles and non-transparent accounting makes me stop here and not further investigate the company.

KAS Bank NV – half year results

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Kas Bank, my latest portfolio addition released H1 results today.

Topline one sees a decrease, but the important part, commission income remained stable at 36.5 mn EUR. Underlying administrated Assets increased nicely.

Especially interesting was this statement:

In H1 2012, investment funds’ demand for KAS BANK’s independent custody services increased further in connection with the coming AIFM Directive which will take effect in mid-2013. This European Directive will impose tougher requirements for the custodial function of investment institutions.

This looks like a structural “tail wind” for custodians.

All in all, the 0.56 EUR earnings for the first 6 months looks like a solid profit at this point of the cycle. As the result does not yet include the sale of the Clearnet stakes, I think full year results should come in at least at 1 EUR per share.

So far, KAS Bank seems to do relatively well in this low part of the cycle. I will therefore continue to build up a full position (5%) of the portfolio. Trading volume in KAS Bank was low the last few days but picked up today.

Reply SpA (ISIN IT0001499679) part 2: – Peer Group, Free Cash flow & receivables

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First of all thank you for the many helpful comments in part 1 of the Reply post.

I think as a next step, a standard Peer Group comparison might be interesting. I selected a couple of midsize European IT system providers. Lets look how they compare based on some standard ratios:

Name Mkt Cap (EUR) P/E EV/EBITDA (FY1) Return on Equity 3 Yr Average
REPLY SPA 159.56M 5.76 3.48 15.39%
BECHTLE AG 638.40M 11.02 6.21 13.20%
TIETO OYJ 984.66M 15.91 5.42 10.28%
PRODWARE 51.15M 3.51 3.06 18.47%
CANCOM AG 127.49M 9.37 4.6 16.46%
SOPRA GROUP 465.04M 10.05 4.43 17.58%
ATOS 3.90B 20.87 4.29 5.59%
GROUPE STERIA SCA 335.76M 5.96 3.91 7.31%
COMPUTACENTER PLC 750.09M 9.42 4.45 13.81%
INDRA SISTEMAS SA 1.30B 9.34 6.77 20.07%
         
Avg   10.12 4.66 13.82%

One could say despite good profitability, all of those companies are relatively cheap. Apart from tiny Prodware, Reply is the second cheapest despite above average ROEs.

Interesting are of course also the operating statistics:

Name Days Sales Outstanding (A/R Days) Revenue per Employee Operating Profit per Employee Operating Margin
REPLY SPA 169.5 128.67k 14.22k 11.05%
BECHTLE AG 49.0 364.10k 14.96k 4.11%
TIETO OYJ 72.1 100.87k 5.64k 5.60%
PRODWARE 152.8 93.23k 14.82k 15.90%
CANCOM AG 47.0 259.60k 8.80k 3.39%
SOPRA GROUP 124.0 83.29k 7.30k 8.76%
ATOS 84.7 92.98k 5.77k 6.20%
GROUPE STERIA SCA 59.6 87.44k 6.26k 7.16%
COMPUTACENTER PLC 64.8 298.50k 7.65k 2.56%
INDRA SISTEMAS SA 226.5 86.47k 8.67k 10.03%
         
Avg 105.0     7.48%

It is obvious, that Reply and Indra (from Spain) do have issues with receivables. Reply Germany only has ~64 days of receivables outstanding. Based on profit per employee Reply looks good as well on par with German Bechtle and French prodware. Operating margins are far above average.

So what not to like ?

The answer is relatively clear if we look at this tabel: Free Cashflow

Name FCF Yld Dvd Yld
REPLY SPA -11.99% 2.92%
PRODWARE 5.87% 1.08%
ATOS 9.94% 2.44%
CANCOM AG 10.23% 2.79%
BECHTLE AG 3.91% 3.24%
GROUPE STERIA SCA 13.52% 4.27%
COMPUTACENTER PLC 13.07% 4.43%
SOPRA GROUP 3.63% 4.75%
TIETO OYJ 5.17% 5.45%
INDRA SISTEMAS SA 6.95% 8.66%

As we can see, the business is usually quite cash generative, only Reply has negative free cashflow. How comes ?

As some of you might know, I like to structure the cash flow statement a little bit differently to see where the cash goes to:

2011 2010 2009 2008 2007 Total
Op CF 4.7 25.3 26.0 10.3 19.6 85.9
Delta WC -21.8 -24.6 -2.5 -22.9 -9.9 -81.7
Free CF adj. 26.5 49.9 28.6 33.2 29.5 167.6
             
             
Capex -7.8 -5.8 -7.5 -8.6 -4.7 -34.3
acqu -8.0 -4.1 -6.9 -21.3 -7.1 -47.3
             
Div. -4.5 -3.3 -3.7 -3.7 -3.0 -18.2
             
other fin cf -4.6 -13.9 -9.9 7.0 2.2 -19.2
             
             
Depr. -6.0 -7.6 -6.9 -4.9 -4.0 -29.4
Capex-Depr -1.8 1.9 -0.6 -3.7 -0.7 -4.9
 
Net income 24.2 20.4 16.6 18.9 15.7 95.8
FCF adj/NI 109.7% 244.9% 171.7% 175.2% 188.0%

So over the last 5 years, 50% of the free cashflow had to be invested back into working capital, 25% into acqisitions, the rest into Capex, dividends and financing.

If we look at 2010, we can see that this was a very strange year with a big jump in cashflow whereas 2011 looks rather bad, especially compared to net income.

One of the major factors in 2011 for the low cashflow seems to be an abnormally high tax payment (30 mn va. 13 mn the year before). I have to admit that taxes are my weakest point in my analytic skill set and I don’t really understand this. The 2010 payment seems to have been lower than the tax expense, the 2011 higher, on average they seem to be similar to expenses.

Receivables:

Now to the fun part. Let’s look at he 2011 report and we see something truly worrysome here:

“Overdue” receivables jumped up from ~10% of receivables to almost 20% of receivcables. We can also see that in 2010, almost 100% of the 360 day overdue receivables were written of, wheres only 25% were written of in 2011.

Let’s compare 2010 and 2011:

1-90 91-180 181-360 > 360
Overdue 2010 15.6 2.6 0.9 1.7
allowance 0.2 0.2 0.2 1.5
in % 1.15% 8.21% 28.49% 87.71%
 
  1-90 91-180 181-360 > 360
Overdue 2011 28.0 8.0 3.1 4.9
allowance 0.4 0.2 0.5 1.5
in % 1.27% 2.56% 15.90% 30.35%

This is a real issue from my point of view and could mean some “optimistic” accounting on the side of Reply SpA. If we would apply the same percentages as in 2010, we would get the following additional charges:

1-90 91-180 181-360 > 360
Overdue 2011 28.0 8.0 3.1 4.9
2010% 1.15% 8.21% 28.49% 87.71%
2011 allow (2010) 0.32 0.65 0.88 4.27
Delta -0.03 0.45 0.39 2.79

So this would mean 3.6 mn pre tax charges. One could even argue that based on the recent developements even higher charges would be necessary so for instance a full write off of 360+ receivabels. So we migth want to adjust Reply’s earnings maybe for ~5 mn EUR pre tax or 2.75 mn (~30 cents per share) after tax, which would still give us EPS of ~ 2.60 or a P/E of 6.6.

Summary:

Free cashflow generation at Reply is somehow limited as 50% of FCF go directly into an increase in working capital. Additionally, receivables accounting seems to be optimistic. So we have already 2 reasons why the stock is so cheap. However I will have to dig a little bit deeper to understand if there is still value there.

In general, I do have problems when I discover “optimistic” accounting as I loose confidence in their overall accounts. For a company like Reply with a lot of goodwill and intangibles, the accounting should be more on the conservative side.

Boss score harvest part 6: Reply SpA (ISIN IT0001499679) – Quick check

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Cheap Italian companies are ” a dime for a dozen” at the moment. Cheap Italian companies with rising sales, improving margins and solid balance sheets are however as common as the common “black swan”.

One Italian company which looks good under my Boss Score model is Reply SPA from Italy.

Reply SPA looks relatively cheap based on traditional metrics, especially P/E and EV/EBITDA

Market Cap: 160 mn EUR
P/B 1
P/E Trailing 5.9
Div. yield 2.85%
EV/EBITDA 3.6

What really raised my interest was their half year update, which shows nicely improving figures:

The Board of Directors approves the Half-yearly Report as at 30 June 2012
2 August 2012

“Double digits” growth for all economic and financial indicators:

Consolidated turnover of 244.2 million Euros (+11.6% compared with H1 2011);
EBITDA of 30.7 million Euros (+15.9% compared with H1 2011);
EBIT at 27.6 million Euros (+19.8% compared with H1 2011);
Earnings before taxes of 26.8 million Euros (+18.9% compared with H1 2011)

This is even more astonishing, as they have 3/4 of their activities in Italy. So how are they doing it and what are they doing anyway ? Bloomberg says the following:

Reply S.p.A. specializes in the design and implementation of solutions based on new communication channels and digital media. The Company’s services include consultancy, system integration, application management, and business process outsourcing. Reply S.p.A. provides services to business groups within Telco & Media, Industry & Services, and Banking & Insurance sectors.

If I understand correctly, they seem to be a kind of IT systems integration company. In their annual report, they use all the “buzzwords”, like cloud computing, mobile payments, big date business security etc.

Similar to German IT company Bechtle, Reply seems to have grown through acquisitions in the past and is more a “collection” of smaller IT companies than one monolithic company.

Balance Sheet

A quick look into the balance sheet:

Reply has relatively low debt (they had zero debt in 2010) which is good. However we can see a significant amount of Goodwill. This is a problem if profitability would go down.

So far it looks OK. With ROE of 16.5% and ROIC in the double digits (including Goodwill, 13.7%) it looks like they did not overpay for acquisitions.

One thing which caught my attention was the high amount of receivables, with almost 50% receivables compared to sales. However looking at the past, this seems a “normal” amount for reply. If we look at historic numbers, they were always in that range:

Receivables Sales  
2007 121 230 52.6%
2008 144 277 52.0%
2008 144 330 43.6%
2009 153.7 340 45.2%
2010 189.1 384.2 49.2%
2011 219.0 440.3 49.7%

German IT company Bechtle AG, which seems to have a similar business model however has only 10-15% receivables compared to sales. So this is definitely something to explore further.

Stock price, shareholders etc.

Although the stock is clearly below 2007 highs, the stock has clearly outperformed the Italian index as one can see in the following chart:

Typically for Italian companies, the majority yof the company is is controlled by a family, in this case by Mario Rizzante through his Alika Srl holding. Hi daughter Tatian is CEO of the company.

Among the other shareholders, I found the “Franfurter Aktionfonds für Stiftungen” very interesting. I am not sure how succesful they are but in their portfolio are many stocks I find interesting as well. For them, the 4.83% stacke is one of the largest fund positions.

Special stuff

I overlooked almost one very interesting detail about Reply: Reply owns 78.6% of German listed “Reply Germany”, the former Syskoplan AG (ISIN DE0005501456).

Reply Germany is interestingly valued much much higher, at around 11.7x EV(EBITDA and 1.6x P/B. and a P/E of 13. A quick back of the envelope calculation shows the following

– value of the stake 37 mn EUR
– trailing 12 m earnings 0.72 cents per share or 3.5 mn EUR

If we deduct this from Reply’s 140 mn market cap and Reply’s profit, we can see that Reply’s business ex Syskoplan is actually valued at a P/E below 5.

Quick summary:

Reply SpA looks like a really interesting stock. However I do not have a lot of experience with investing in IT service companies, despite having started by professional carreer in one. So I will have some more work to do with Reply, especially a comparison with companies like Bechtle. The one thing to watch out is clearly the receivables issue.

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