Day: May 13, 2014

Unlikely Bid for Tower Group

Unlikely Bid for Tower Group

Tuesday, a subsidiary of Eurohold Group, Euroins Insurance Group, announced a $3.75 bid for Tower Group. ?I think it is bogus. ?Here’s why:

  • At the price they are paying, they are offering more than their net worth to buy Tower Group $215MM vs $190MM.
  • They would pay a 2x+ premium over book to buy Tower when they trade at ~70% of book.
  • They have no overlapping lines, geographically. ?It would be cheaper for Eurohold to buy a Bermuda shell and poach some talent, if what they want to do is diversify.
  • TWGP isn’t even worth the $2.50 that ACP Re is offering.
  • The language in the “offer” is weaker than that of many “letters of intent” I have read, much less a binding offer.

Now, let me take one step back, and say that the numbers I calculated above derive from documents written in Bulgarian that I have translated mechanically. ?I may have made mistakes.

Also, a fool and his money are soon parted. ?If Eurohold is foolish, a bid could be made where economics doesn’t matter. ?After all of my dealings with foreign insurers, I have seen many ill-thought-out deals.

Kudos to the guy who sold near $3 on Tuesday. ?He got the best outcome out of this sordid mess. ?Opposite for the one that bought.

As for me, I have no position. ?I rarely short, and there is no significant margin of safety in owning TWGP. ?The odds of the operating subsidiaries as a group?having not enough surplus?to exceed?the?relevant company action level risk based capital??for the group as a whole is not high, but is not zero. ?That is the one condition that can break the $2.50 deal with ACP Re.

Now let’s see how the first quarter earnings come in. ?That will say a lot.

As an aside, the bonds of Tower Group offer about as much upside, and less downside than the equity does, if the ACP Re deal is the only real deal.

 

Illusory Investment Income

Illusory Investment Income

Yield is an illusion, whether it comes from stocks, REITs, preferred stocks, bonds, loans,?limited partnerships, etc. ?Yield from investments is not the same as being a farmer with chickens, where each day you can collect eggs, enjoy or sell them, and your net worth is not affected by harvesting the eggs.

I say this because one has to consider the enterprise paying the dividends, interest, or distributions. ?What are the odds that the enterprise might have to scale back or eliminate dividends or distributions? ?What are the odds that the enterprise might default on interest payments?

I have said it, and I will say it again: focus on the health and growth of the enterprises, and not on the dividends (and buybacks). ?The ’70s had many people buying stocks with high yields, dividends often exceeding what earnings could deliver.

Some naively say, “Dividends don’t lie.” ?Well yes, the money you receive is yours, but is the company as healthy after the dividend? ?Will they be able to keep it up? ?Often that is not the case.

In an era of financial repression, where the Fed punishes savers who deserve a better return, many reach to try to get a higher income off of investments. ?In the process they end up taking a lot of risk that their income streams will be cut through dividend decreases, and outright defaults on interest payments.

Income payments rely on the health of the entities making payments. ?This means that an intelligent income investor acts like a value investor, and looks for overall prosperity of the enterprise as security for the payments and growth in payments he would like to receive.

Now dividends and stock buybacks do signal the willingness of management to hand assets back to shareholders and maximize short-term returns to shareholders. ?Even debt finance, with an unwillingness to issue more equity is usually a sign of a management team that is shareholder oriented. ?But both of these findings rely on the idea that the management team has not overextended itself, such that they risk insolvency,?cutting the dividend, or reducing the buyback.

Broader investment variables to indicate growth in the value of the enterprise have more punch than the shareholder income measures. ?Look at earnings, book value, growth in book value, cash flow from operations, and free cash flow?instead. ?And with industrials, sales per share is often the best indicator, particularly in a market like the present one where sales growth is anemic.

Okay, look at the shareholder income-based measures if you must, but analyze:

  • The payout ratio — are they paying out more to shareholders than they are earning? ?What if earnings decline? ?Will they maintain the payouts?
  • Times interest earned — how secure are the interest payments relative to earnings?
  • How likely are they to safely raise the payouts to equity? ?Growth in dividends is often more important the the level of dividends. ?The best performing REITs have had lower payouts that grew more rapidly.

Guard the return of your money, rather than seek a high return on your money. ?When the ?credit cycle turns negative, and it will turn negative, it always does, management teams that have been too aggressive will get punished. ?Try to avoid the punishment.

I write this as an equity manager that has an above average yield on investments, but the yield stems from low price-to-earnings, -sales, -cash flow, -free cash flow and -book. ?15% of my companies don’t pay a dividend, and I don’t care. ?If the management teams have good places to reinvest money to grow value, that is the best place of all to be. ?Buffett loves investing excess cash if he can find highly productive places to do so.

With all that said, analyze companies for growth in value, safety, and prudent use of free cash flow. ?If income is a part of capital discipline, well good, but be aware of the risks in an adverse economic scenario. ?When the tide goes out, we find out who has been swimming naked.

 

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