Pacer Intl. (PACR) Case Study

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May 5, 2013

PACR Snapshot

Becker Drapkin’s average return was a ridiculous 120% on its activist targets at the time of the Pacer investment, and the fund made a big bet, as PACR became its second largest activist investment. While PACR was its only Industrial-related investment, the Company’s historic underperformance, low valuation and clean balance sheet fit right in with Becker Drapkin’s deep value strategy. The market cap range of $200-300 million has staggering relative results, though my favorite stat is 53% of targeted companies within the range have been acquired–often at a juicy premium. The activist has a reputation of aggressively pushing for changes to realize shareholder value and PACR felt like an obvious acquisition target.

  1. Pacer was the third largest provider of intermodal services,  behind competitors with significantly more scale (J.B. Hunt and Schneider National). The Company had attractive inroads to Mexico and intermodal was considered one of the fastest growing areas of transportation logistics.
  2. Its clean balance sheet with no debt and cash representing 13% of its market cap provided some comfort as well as its profitable operations and free cash flow (albeit at razor thin margins).
  3. Its revenue multiple couldn’t get any lower and its peers traded at materially higher valuations as they bested Pacer in just about every operating metric.

Pacer had attractive assets, though its annual revenue declines and margin profile relative to peers screamed in need of a fresh board and management perspective. Insiders had little incentive, with insider ownership at just 2%. The bet was that Becker Drapkin would prove to be just the incentive to push the company into action and the higher valuations of peers provided upside potential should Pacer be able to improve its operations.

Outcome: After due diligence, The Alternative Activist invested near the time 13D filing, and as the price lingered around $6.00 through the fall, doubled down soon after Becker Drapkin invested another $2M+. XPO Logistics had been on an acquisition tear, seeking to aggressively scale its business and optimize the freight industry, and in January 2014 announced its acquisition of Pacer only 7 months after the 13D filing, resulting in a return of 53%!

Zoltek (ZOLT) Case Study

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March 3, 2013

Zoltek Snapshot

Quinpario Partners filed a 13D full of valuable information, with a lengthy shareholder letter and a presentation detailing Zoltek’s underperformance and its intent to overthrow the entire board through a special meeting with shareholders. Quinpario Partners is not a traditional activist fund.  It was founded by former senior executives of Solutia, another specialty chemicals company that was sold to Eastman Chemical for $3.5 billion in 2012 (and at an acquisition premium of 64% from the one month prior trading price).  Given their expertise in the specialty chemicals business, the Quinpario team was acutely aware of product and industry potential not being achieved by Zoltek management and laid out a very convincing case.  Quinpario even unveiled that it made an acquisition offer “in the mid-teens” a few months earlier, representing a significant premium above the current price per share of $8.82.  The Zoltek play was already a no-brainer, but if that wasn’t enough, Quinpario’s prescient timing of the 13D filing coincided with its only other activist target, Ferro Corporation (yet another specialty chemicals company), receiving a buyout offer on the same exact day for a 40% gain in less than 2 months of activist campaigning.

As for Zoltek…

  1. The underperformance was inherent in its metrics and valuation.  The low margins had been improving, but were still underwhelming, with a gross margin nearly matching the EBITDA margin.
  2. Return on capital was paltry and revenues declined at a 5% CAGR over the past 5 years.
  3. Valuation was low relative to historical levels and Zoltek was trading at tangible book.
  4. Basically net cash breakeven but negative cash flows could degrade the balance sheet.
  5. Double checking Quinpario’s work were the negative stock price returns and significant underperformance of the S&P 500.
  6. Given that Zoltek’s market cap was $303M, I classified Zoltek in the $200-300M market cap bucket, which compared to all the other market cap buckets in the activist database, boasted the highest average returns and highest percentage of targets that are ultimately acquired (75% and 32%, respectively).

The Outcome:  Given Quinpario’s expertise (and success) in the specialty chemicals business and strong case against Zoltek, I was convinced the fund would bring about the meaningful change necessary to turn around the company.  I bought immediately after reading the 13D and Zoltek traded up 19% that day.  Quinpario and Zoltek eventually entered a deferral agreement in exchange for the Company to explore its strategic alternatives.  Shortly thereafter, Zoltek disclosed it had retained JP Morgan to commence a process, and in September 2013, Toray Industries announced its acquisition of Zoltek–booking me a 110% gain in less than 7 months!

Becker Drapkin – PRGX Global (PRGX) – Activist Investing

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Activist looks to recoup investment losses as PRGX’s longtime underperformance earns the attention of yet another activist investor.

April 20, 2015

PRGX Global Snapshot

Becker Drapkin is one of the premiere small-cap activist funds, with an average return of 85% on 21 targets with an average market cap of $161M.  More than half of Becker Drapkin’s targets are technology-related companies, with average returns that smash the S&P (62% vs. 21%), but PRGX is the fund’s only investment in Data Processing and Outsourced Services.  This isn’t the first time Becker has gone activist on PRGX.   It originally filed a 13D a little over a year ago (03/06/14).  Given that its cost basis is 36% above the current price per share, Becker Drapkin will likely push for changes to recoup its investment. Though Becker Drapkin has historically been successful at overhauling Boards and unlocking shareholder value, I wouldn’t bet on it with PRGX.  The Alternative Activist database shows PRGX has been the target of other activists, including Cannell Capital in 2003 and Discovery Group in 2010, and those investments were eventually sold with no meaningful change, and PRGX has continued to underperform.

For PRGX…

  1. The stock price has gotten hammered in the LTM, down 43%, and is trading just above its 5 year low
  2. Given the stock price decline, its valuation metrics are trading well below historical valuations, though that appears to be merited given the across-the-board margin declines
  3. Though the company has no debt and net cash is 27% of its market cap, the negative earnings and return on capital will eat away at that cash balance and I don’t have much confidence in management’s ability to take advantage of its net cash position

PRGX has been on activist investors radars for more than a decade and its underperformance is scary. Since Cannell Capital filed a 13D on 11/12/03, PRGX’s share price has lost 92% of its value, compared to a 98% GAIN for the S&P.  Ouch.  This feels like a value trap, I am staying away.

Osmium Partners – Intersections Inc. (INTX) – Activist Investing

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Osmium has investors hopeful for a turnaround as Intersections’ legacy business continues to drag down the stock. 

Intersections (INTX) Snapshot

Osmium Partners finally went activist on Intersections Inc. (INTX).  Osmium has held shares since at least 2010, though it aggressively started adding to its position in 2013 and now owns 16% of the Company.  Since Jan 1, 2013, INTX has traded down over 60%, however, Osmium has bought all the way down and its cost basis sits at $6.07 (or 38% above the current trading price of $3.77).  Osmium is a small-cap focused fund and its portfolio heavily favors tech companies, though Intersections is more of a services with a dash of technology play.  The fund typically targets low value, net cash positive stocks with high insider ownership.

While on the surface, Osmium’s average return of 10% on 9 activist targets is nothing to get too excited about, its annualized return of combined active and passive investments is much higher (quoted in 2014 as 17%+ since inception) and it has scored some big wins with recent activist investments in zipRealty (85%) and Vitacost (48%), both of which were acquired.  In fact, 5 of its 9 targets have ultimately been acquired (I’m counting Internet Patents as it sold substantially all its assets for more than its market cap at the time of sale, resulting in a large special dividend).  Also, Osmium has been particularly effective at getting board representation in recent campaigns at Vitacost, Rosetta Stone and Spark Networks, where it seized control of the board.  Osmium entered a 1 year standstill agreement with Intersections in exchange for confidential information, as it looks to engage with the Company and use its expertise to help turn around the business.

When digging into Intersections, the Alternative Activist first wanted to answer why the stock price has taken such a beating, leading to an LTM revenue multiple of only 0.2x.  You can see in the snapshot that revenues have declined at an 8% CAGR for the past 5 years, and that decrease has accelerated to 14% in the past 3 years.  Yikes.

INTX’s Personal Information and Identify Theft Protection Services business line has historically comprised 90%+ of total revenue.  The service was primarily marketed through large financial institutions like Bank of America, Citibank and Capital One and customers would subscribe to INTX’s offering through their bank, resulting in a nice stream of monthly recurring revenue.  However, amid regulatory scrutiny from the Consumer Financial Protection Bureau, Bank of America stopped marketing Intersection’s services in 2011 and Citibank and Capital One stopped in 2014/2015.  This blog post (and this) do a good job quickly explaining the concerns raised over add-on services disingenuously marketed to consumers by big banks, which ultimately resulted in a large refund to customers of BofA and others.  Intersections was not accused of misconduct, but has nonetheless suffered as these banks were driving the bulk of their revenue.  Intersections has continued to service existing subscribers, but that number is dwindling every year and revenues will continue to shrink.

Intersections has been trying to go direct to the consumer, but the space is highly competitive with familiar names such as Equifax, Experian and TransUnion (but all three also double as a supplier of credit information to Intersections). Further, financial institutions are now offering credit score services for free, with some displaying the score on monthly bills, and successful startups with attractive UI’s like Credit Karma also offer free credit monitoring services through an ad-based model vs. subscriptions.  With free services becoming the norm, the Alternative Activist expects fewer consumers willing to pay for credit monitoring services or to stay with the Intersections solution long enough to cover the customer acquisition costs.

In light of its legacy business declines, INTX is taking the necessary steps to re-position the company.  It has overhauled the management team and reduced the workforce, resulting in cost savings of ~$14.0M/year.  INTX is prepared to launch its VOYCE product line, a pet health monitoring solution.  Think of a Fitbit band on your pet, which will monitor, collect and store actionable data for pet owners.  It looks like Intersections developed some technology for VOYCE, but a critical component is licensed under an exclusive agreement and has royalty revenue share obligations. This is a call option that could be fruitful for investors.

If INTX management can stabilize operations and turn the business back to profitability, while absorbing the continued runoff of subscribers from financial institutions, value could be had.  INTX has little debt and a net cash position that is 14% of the market cap.  You would be investing alongside highly incentivized owners, as INTX has very high insider ownership of 47% (excluding Osmium), with 9% from the CEO and 34% from Loeb Partners, where the CEO previously served as a Managing Director and Bruce Lev was appointed to the INTX board in late 2014. INTX has returned value to shareholders in the past through a dividends and share buybacks, but in light of its legacy business struggles, its dividend has been suspended and it hasn’t bought back shares since 2013.

While the situation could get worse before it gets better, the Alternative Activist has added INTX to its watchlist.  The turnaround should be watched closely as Osmium has a good history of squeezing value out of its targets, and if management can stabilize the business, the valuation is so low, it would be hard to ignore.

Privet Fund – Norsat (TSX:NII) – Activist Investing

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Privet Fund looks to continue its impressive record with micro cap activist investments and appears to have uncovered another gem. 

February 11, 2015

Norsat Snapshot

Privet Fund is a growing activist fund that has compiled a very impressive record mostly by showing some love to the widely ignored micro-caps, with an average target market cap of $73 million.  Norsat is no exception, with a market cap of $29 million. Of Privet’s 11 targets, 7 have been technology plays (including Norsat) and 4 of its top 5 performers are tech companies such as PFSweb and RELM Wireless. The activist wages proxies battles and mostly pushes for changes to the board and/or board representation as well as operational changes and full company sales.

As micro-caps can be considerably riskier, it appears the activist finds a margin of safety in clean balance sheets with net cash positions, free-cash-flow positive (or near break-even) and beaten down valuations, which brings us to Norsat…

  1. I dig Norsat’s clean balance sheet, minimal debt and low capex investments
  2. Its gross margins are decent for a comms equipment provider, though it admirably manages its opex for strong net income margins.  Also like the positive free-cash-flow margins as well as the respectable return on invested capital.
  3. Valuation metrics are beaten down.  Look at that P/E ratio of 5.7x!
  4. Though this is only Privet’s 5th largest investment made, given the smaller market cap of NII, Privet owns 15.0% of the shares outstanding.
  5. Technology-focused activist targets, and more specifically the comms equipment subset of tech, are acquired at a higher rate than the rest of the field (38% vs. the 27% for the whole activist database).

NII looks like a promising value play with an activist that has a very impressive track record. I invested.