Broadcom (AVGO) and Qualcomm (QCOM)

(Note:  the company formerly known as Avago agreed to buy Broadcom for $37 billion in mid-2015.  Avago retained its ticker symbol:  AVGO, but took on the Broadcom name.  Hence, the mismatch between name and ticker.  That deal is on the verge of closing now. Presumably AVGO’s recent decision to move its corporate headquarters from Singapore to the US is a condition for approval by Washington.)

AVGO and QCOM

AVGO is a company that has very successfully grown by acquisition (my family and I have owned shares for some time).  Its specialty, as I see it, is to find firms with excellent technology that are somehow unable to make money from either their intellectual property or their processing knowhow.  AVGO straightens them out.

QCOM, a firm I’ve known since the mid-1990s, seems to fit the bill.  The company makes mobile processors for cellphones.  It also collects license fees for allowing others to use its fundamental and important cellphone intellectual property.  QCOM has been in public disputes over the past couple of years with the Chinese government, which has forced lower royalty payments, and with key customer Apple, which is threatening to design out QCOM chips from its future phones.  As I see it, these disputes are the reason the QCOM stock price has stagnated over the recent past.

the offer

AVGO is offering $70 a share in cash and stock for QCOM, a substantial premium to where QCOM shares were trading before rumors of the offer began to circulate.  The current price for QCOM (I’m writing this at around 10:30) of $63.90 suggests that the market has doubts about the chances for AVGO’s success.

Standard tactics would be for QCOM to seek another buyer, one that would keep current management in place.  Since an overly pugnacious management has arguably been QCOM’s main problem, my guess is that a second bidder is unlikely to emerge.

If I were to try to participate in this contest (I don’t think I will), it would be to buy more AVGO.  I believe AVGO’s assertion that the acquisition would be accretive in year one.  So it’s likely to go up if the bid is successful.  If not, downward pressure from arbitrageurs would abate.  On the other hand, I don’t see 10% upside as enough to take the risk QCOM will find a way to derail the bid.  After all, it has already found a way to anger Beijing and 1 Infinite Loop.

how online ordering is shaking up the food business

I’m less and less a fan of the Wall Street Journal as time goes on.  Writers seem to be more interested in filling up the page than providing astute analysis.  But there is an interesting section on “The Future of Food” in today’s edition.

What strikes me:

–the threat to supermarkets isn’t simply the shift of dollars to online vendors.  A disprortionately large portion of supermarket profits come from two sources:  house-brand goods; and impulse purchases from endcaps and, more importantly, the shelves along the checkout line.  Even if the online order goes to the supermarket, the chance of selling for $2 during checkout the soda that’s $.40 as part of a six-pack in the beverage aisle is lost.  Also, at least in these early days, online purchasers choose many more national brand items than house brands

–consumers in general, and online orderers in particular, are increasingly gravitating toward healthier foods.  This means less sugar.  The difficulty for food manufacturers is not only switching sugar for some non-sugar thing that tastes the same.  There’s also the volume that must be replaced and the physical properties of sugar that are lost–like that it makes ice cream soft and bread less prone to mold.  Sugary foods are on the way out, but its not clear that the traditional brands will be able to hang on to all their customers during the transition

–ex Amazon, the food ordering app business is complicated by the fact that customer expectations/behavior can be far different from what, say, a fast food conglomerate or coffee chain expects.  Again, the risk of losing customers during a transition period is there

investment implications

Of course, everything has a price.  So at some point traditional food manufacturers and supermarket chains will be cheap enough that all the potential bad news will be more than baked into the stock price.  But I suspect we’re not at that point yet. The issue is operating leverage.  The arithmetic of distribution company profits is such that a 2% drop in sales can mean a 5% fall in pre-tax income.  If the sales lost carry double the average margin, however, the negative effect on profits will be multiplied by at least twice (most likely more).

the stock market crash of 1987

The Wall Street Journal has an interesting article today on the birth of the ETF–and the index fund, for that matter.

Two factors stand out to me as being missing from the account, however:

–when the S&P 500 peaked in August 1987, it was trading at 20x earnings.  This compared very unfavorably with the then 10% yield on the long Treasury bond.  A 10% Treasury yield would imply a PE multiple on the S&P of 10x–meaning either that bonds were dirt cheap or that the stock market was wildly overvalued vs. the bond market.

–a new product, called at the time portfolio insurance, a form of dynamic hedging, had very recently been created and sold to institutional investors by entrepreneurs steeped in academic efficient markets theory.  Roughly speaking, the “insurance” consisted in the intention to stabilize equity portfolio values by overlaying a program of buying and selling futures against the physical stock.  Buy futures as/if the market rises; sell futures as/if the market falls.

One of the key assumptions of the insurers was that willing/eager counterparties for their futures transactions could be found at all times and at theoretically predictable prices.  On the Friday before Black Monday–itself a down day–the insurers’ model required them to sell a large number of futures contracts.  Few buyers were available, though.  Those who were willing to transact were bidding far below the theoretical contract value.  Whoops.

On Monday morning, the insurers, who appear to have had negligible actual market experience, capitulated and began selling futures contracts at whatever price they could get.  This put downward pressure both on futures and on the physical market.  At the same time, pension funds, noting the large gap between the price of futures and the (much higher) price of the underlying stocks, began to buy futures.  But to counterbalance the added risk to their portfolios, they sold correspondingly large amounts of stocks.  A mess.

Arguably, we would shrug off at least part of this today as just being crazy hedge funds or algorithmic traders.  Back in 1987, however, equity portfolio managers had never before seen derivatives exerting such a powerful influence on the physical market.  It was VERY scary.

conclusions for today

Stocks and bonds are nowhere near as out of whack with one another as they were back in 1987.  The nearest we have today to a comparable issue is what happens as worldwide excess liquidity is drained by central banks from money markets.

The trigger for the Black Monday collapse came from an area that was little understood, even by those involved in it–activity that had severe negative unexpected consequences.  The investors who did the best after the crash, I think, were those who understood the most quickly what had happened.

Collateral damage:  one of the most important results of Black Monday, I think, was the loss of confidence in traditional investment advisers working for the big brokerage houses that it created.  This was, I think, partly because of individuals’ market losses, but partly, too, to the generally horrible executions received when they sold stocks in the aftermath.  This was the start of a significant acceleration of the shift to discount brokers and to mutual fund products.

Silicon Valley backlash?

I think we may be at a watershed moment in terms of the acceptability of the corporate behavior of tech/internet-related companies.

Up until now, it has been enough for investors that Silicon Valley produce increasing profits.  Institutionalized poor behavior on the part of the firms’ managements–whether that be violation of some employees’ civil rights or less-than-ethical treatment of customers or shareholders–has made little difference to their stocks’ performance.

Uber is perhaps the poster child for this phenomenon, which has also been, aptly, I think, characterized as “fratboy” behavior.  But now Uber appears to be losing its license to operate in London, which holds 5% of the worldwide active users of the taxi service, because of its not being a “fit and proper” operator.

The case of Facebook (FB) is just as interesting.  Founder Mark Zuckerberg announced plans last year to give a large amount of his stock in FB to a charitable trust that he and his wife would run.  In order to preserve his majority control of FB despite divesting a large chunk of his shares, he proposed that each A share, the ones with super voting power that insiders like him hold, be “split” into one A + two C shares, the ones with no voting rights.  Zuckerberg could then give away the C shares, representing about 2/3 of his wealth, without any decrease in his 53% voting control of FB.

The board of FB appointed one of its members, Marc Andreessen, a developer of the Mosaic and Netscape browsers, to represent third-party shareholders in this matter–to ensure that this restructuring would be fair to them.

Institutional investors sued.  During discovery, they found among other things, emails between Andreessen and Zuckerberg in which, far from defending third-party holders,  Andreessen appears to be coaching Zuckerberg on how to present his proposal to the board in the most favorable light for him.

Today, FB announced it’s dropping the restructuring plan.

 

If I’m correct about a fundamental change in investor sentiment, what does this mean for us as investors?

At the very least, I think it means that the business-is-what-you-can-get-away-with attitude (borrowing from Andy Warhol) of many tech companies will be penalized with a discount valuation.  It may also prevent some early stage firms from being able to list–preventing employees from cashing in on what they’ve built.  On tech/internet’s notorious anti-woman bias, I’m not sure.  After all, the investment business isn’t that far ahead of tech in eliminating this form of prejudice.

 

 

more on Whole Foods (WFM) and Amazon (AMZN)

I was reading an article from Fortune magazine about the AMZN takeover of WFM.  Although it echoed much of what the rest of the press is saying, I was struck by it–mostly because my expectations for Fortune are higher than for financial reporting in general.

Three ideas in the article stuck out in particular:

–that AMZN’s goal with WFM is to compete head-to-head in groceries with Wal-Mart (WMT)

—the implication that because the margins of grocery chains are low they have a poor business model

–that the price cuts made by AMZN on Monday are small, therefore they make no difference.

my take

–ten campers, including yourself, are being chased by a bear.  If the goal is purely personal survival, you don’t need to outrun the bear.  You only need to outrun one of the other nine.

Put a different way, the goal of, say, Zara or Suit Supply is not to compete head-to-head on price with WMT.  that would be suicide.  Instead, those firms intend to provide differentiated clothing to a more focused audience.  Yes, it’s still clothing, but it’s different clothing.  Initially, at least, that’s AMZN’s goal with WFM.  It wants to expand WFM’s appeal to a smaller, younger, more affluent audience, not steal traffic from WMT.

–the key to profitability in a distribution business is to turn inventory over rapidly, taking a small markup on each transaction.  This is surprisingly badly understood by most professional investors, as well as virtually all the financial press–and by WFM, as well.  This is one reason that as an investor I love distribution companies.

Low markups defend against competition and create customer loyalty; continual effort to keep the growth in inventory under the growth in sales creates positive operating leverage.

WFM appears to me to have chosen do pretty much the opposite–to take large markups on each transaction, a “strategy” that has stunted sales growth.  Inventory turns are higher for WFM than for other grocers, although I suspect that this is a function of differences in product mix.  In any event, something else (or, more likely, a bunch of other something elses) in WFM’s organizational structure is all messed up.  The income statement shows that its very fat gross margins are frittered away almost completely by high overhead expenses.

If I were AMZN, I’d figure I’d attack what I think is the abundant low-hanging fruit in operating inefficiency and lower food selling prices as I made gains there

–it’s very easy to lower prices.  It’s extremely hard to raise them again–a key reason that couponing is a favorite supermarket strategy.  So it would be crazy for a merchant to lower prices across the board on day one.  $.49 a pound bananas, displayed prominently by the store entrance, is aimed at setting customer expectations about pricing throughout the store.  It’s a symbol, a promise   …at this point, nothing more.

 

gains for Berkshire Hathaway (BRK) on GE and BofA

Every investment company has to make public filings with the SEC that disclose its quarter-end investment positions.  Comparing the changes between filings allows anyone to see the investment moves of high-level professionals, even though this comes with a lag.

Recently, the press has picked up on the results of two investments made by Warren Buffett/BRK during the financial crisis.  He provided finance to Bank of America (BAC) and to General Electric (GE), two companies whose operations were under great stress because of recession.  As he has done in other instances, Buffett demanded, and received, a long-running option to convert what were essentially commercial loans into the companies’ common stock at 2008 prices, in the case of GE, and 2011 prices, in the case of BAC.

BRK and GE, BAC

BRK has recently cashed out of its position in GE completely and has converted the BAC preferred stock it bought into common.  Back of the envelope, here’s how Mr. Buffett made out:

–BRK lent GE $3 billion and received a total of $4 billion back, including the sale of all the stock bought through warrant exercise;  a gain of 33.3% over nine years, during which time the S&P 500 gained 250%+.

–BRK lent BAC $5 billion.  It has received about $2 billion in dividend payments and has a gain of about $11 billion on the BAC stock it now owns.  That’s a gain of 260% over six years, during which time the S&P 500 gained about 110%.

Together:  BRK lost $6.5 billion by its investment in GE vs. holding an S&P 500 index fund;  it has gained $8 billion vs the index so far on holding BAC.

evaluating results

A more interesting question:  did BRK do well or badly?

On GE, the answer is clear.  The investment did very poorly.

On BAC, the answer is also clear.  The investment gave BRK more downside protection, and higher income, than the common during a time when BAC was in hot water.  And it came just before BAC began its long run of outperformance against the S&P 500.   So this was a home run.

Regular readers will know that my overall view on Mr. Buffett is that he persists in using a manual typewriter in a Word (or Google docs) world.  You have to hand it to him on BAC.  But GE’s salad days were long gone when he put BRK’s money into it.

Whole Foods (WFM) and Amazon (AMZN)

Most of the talk I’ve heard about AMZN’s acquisition of WFM revolves around the idea that AMZN plays a long game.  That is, the company is willing to forgo profits for an extended period in order to achieve market share objectives–which will ultimately lead to an earnings payoff.  After all, it took eight years to get its online business into the black.

What’s being lost in the discussion, I think, is the present state of WFM.  It’s not a particularly well-run company.  Analyst comments, which have surfaced publicly only after it became clear that WFM would be acquired, suggest the company has antiquated computer control systems.  It has waffled between emphasis on large stores and small.  We know that it needed a private equity bailout during the recent recession.    It has begun a down-market expansion through “365 by Whole Foods” stores; in every case I can think of, except for Tiffany, this has been a sure-fire recipe for destroying the upmarket main brand.

The easiest way to see management issue, I think, is to compare WFM with Kroger (KR), a well-run supermarket company.  Their accounting conventions aren’t precisely the same, but I don’t think that makes much difference for my point.   (Figures are taken from the most recent 10Qs.).  Here goes:

–gross margin:  KR = 19.7%;  WFM = 33.8%

–pretax margin:  KR = 1.2%;  WFM = 4%

–inventory turns/quarter:  KR = 5.8x; WFM = 7.7x.

What do these figures mean?

–WFM turns its inventories much faster than KR, which should give WFM a profit advantage

–WFM marks up the items it sells by an average of about 50% over its cost of goods;  the markup for KR is half that.

–the combination of faster turns and much higher markup should mean a wildly higher pre-tax margin for WFM

–however, 14 percentage points of margin advantage for WFM at the gross line almost completely evaporates into 2.8 percentage points at the pre-tax line.

–this means that WFM somehow loses 11.2 percentage points in margin between the arrival of goods in the store and their delivery to customers, despite the fact that stuff sells significantly faster at WFM than at KR.

my take

Yes, AMZN can expand the WFM customer base.  Yes, it can cross-sell, that is, deliver non-food goods, like Alexa, through the WFM store network and the 365 brand through the AMZN website.  Yes, using the Amazon store card will likely get customers a 5% rebate on purchases.  Yes, WFM’s physical stores may even serve as depots for processing AMZN returns.  That’s all gravy.

But if AMZN can eliminate what’s eating those 11.2 percentage points of margin (my bet is that it can do so in short order) it can lower food prices at WFM by a huge amount and still grow the chain’s near-term profits.  This is what I think activist investor Jana Partners saw when it took a stake in WFM.