How do spinoffs create value?

Value investing is the process of buying securities that are trading at prices well below their intrinsic value and then waiting for the market to discover the value and raise the price in line with the value. As per the legendary value investor Seth Klarman, securities market can throw up many opportunities for the savvy investor to buy securities at significant discount to the intrinsic value.

Management actions like spinoffs present two benefits. One, they help the market close the gap between the price and the value by giving shares directly to the investors. Two, they send a clear message that management is shareholder friendly. 

Market regularly throws Value Investing opportunities

One such opportunity arises when company decides to spinoff its subsidiary into a new company. In the chapter 10 of the book Margin of Safety Mr.Klarman discusses the value investing opportunities provided by spinoffs.

Spinoff is the distribution of shares of a subsidiary company to the shareholders of the parent company. Spinoffs help parent company to divest businesses that no longer fits strategic objective. The goal of spinoff is to create parts with a combined market value greater than the present whole.

They present attractive opportunity since immediately after Spinoff, the shares of the spun-off companies are bound to trade at low prices as markets discover their value. Many shareholders of the Spinoffs sell their shares quickly since they follow the decisions of the management of the parent company. Sometimes the shareholders sell the spun-off company because they know nothing about the new company. Large institutional investors will sell spinoffs since they may be too small for them. Index funds will sell spinoffs since they are not a part of the index they are tracking.

In case of spinoffs, as the shareholders dump the shares immediately after the spinoff, the share prices get significantly depressed. Unlike other securities, the selling is not because the sellers know something more than the buyers, in many cases, the selling happens because the sellers know nothing. 

Wall street do not follow spinoffs. The analysts following parent company may not follow spinoffs that are in different industry. Sometimes management wants to keep the share prices down. Another reason spinoffs are valuable in the initial stages is because there is an information lag. Sometime opportunities exist in the parent company shares and not in spinoffs.

In summary, Spinoffs present a great value investing opportunity due to the following reasons.

• Spinoffs help increase the market value of the group.
• Shareholders are ignorant and tend to dump shares
• Spunoff companies do not fit the strategic objective of the Institutional Investors and hence they dump the shares
• Management wants to keep the share prices low
• Not many analysts track spiinoffs

Spinoff opportunity is the most valuable in the first few weeks of trading.

Book Review #41: Margin of Safety: Author: Seth A. Klarman

This is the review of the book Margin of Safety: Risk-Averse Value Investing Strategies for the Thoughtful Investor written by Seth A Klarman

In the introduction to the book, Mr.Klarman sets out two goals for writing this book. One is to highlight the investment pitfalls so that the investors could avoid them. Two is to explain why value investing method works and often works spectacularly.

Value investing is the strategy of investing in security trading at an appreciable discount from underlying value. This approach has a long history of delivering excellent returns with limited downside risk. It requires a great deal of hard work, strict discipline and a long-term investment horizon. Few are willing to put that effort.

How do you value a business?

The practice of Value Investing, any investing for that matter, calls for valuing a business. The concept of Margin of Safety for instance, talks of buying a security when there is a significant gap between the price of a security and its intrinsic value.

The question is how do you define value? What are the different methods available to value a business. What are the pros and cons of each method? Which should be the method of choice? 

Chapter 8 of the book 'Margin of Safety' written by Seth Klarman talks of Business Valuation. The reported valuation numbers like book value, earnings and cashflow are best guesses of accountants. Also value is not static. It changes over time with different macro-economic factors. The business value cannot be precisely estimated, but the apparent precision offered by mathematical formulae like NPV and IRR can lull investors forgetting that these are based on assumptions of cash flow far into the future.The other assumptions in valuation could be regarding future, different intended uses of the asset and different discount rates used.

Three valuation methods that author finds useful are Net Present Value (NPV) - valuing the cashflows of a going concern, and its offshoot Private Market Value, the value paid by a sophisticated buyer of the business, Liquidation value - the expected proceeds if the company were to be sold off, an offshoot of which is Breakup value that values each components of the business separately and Stock Market Value - the estimated price at which a company will sell in stock market.

These valuation methods are illustrated in the diagram below.

Two aspects of valuation are Expected Growth in earnings and Discount Rate. If future cashflow is predictable, NPV can be very accurate. However cashflow depends on many factors like market share, the volume growth, pricing power, brand loyalty etc, each of which can be assumptions. 

Growth investors face many challenges One, they show higher confidence in their ability to predict future value than is warranted. Two, even small differences from one's estimate can have catastrophic consequences. Three, since many investors are focused on such companies, the prices may go up lowering the margin of safety. Four, investors tend to oversimplify growth into a single number, while it is based on many factors. Just as an example, earnings growth can come from more units being sold due to increase in population or it may also be due to increased usage by the existing customers. It could also be due to increased market share or due to price increases. While some of these are predictable, others are less so.

Investors by nature are overly optimistic of the future. Since future is unpredictable, value investors have to be conservative in their assumptions of growth as well as discount rates.

The other factor in valuation is the discount rate. The more conservative you are, the higher rate you will use to discount future cash flows. The discount rate should depend on Investor's preference of present consumption over future returns, his risk profile, the risk of investment under consideration and on the returns available from other comparative investments. However, investors often simplify and use 10% as discount rate.

When interest rates are low, investors pay high multiples assuming rates to remain low.

Once future cash flows are forecast conservatively and an appropriate discount rate is chosen, present value can be calculated. In theory, investors might assign different probabilities to numerous cash flow scenarios, then calculate the expected value of an investment, multiplying the probability of each scenario by its respective present value and then summing these numbers.

Given many valuation methodologies, which one should an investor choose? The answer to this question depends on the nature of the company the investor is evaluating.  NPV may be a good approach to value a company with stable cash flows, liquidation method may be used to value a company selling well below its book value, a mutual fund may be valued at stock market price. Sometimes you may used different methods for different units of a conglomerate. Ideally multiple methods should be applied and the lowest value chosen.

A wild card in valuation is the theory of reflexivity propounded by George Soros. It says that stock prices can influence the valuation, rather than the other way round. For example, an under-capitalized bank, trading at high multiple can raise cheap capital in the market based on its price multiple. On the other hand if the stock was trading at low multiples, it would not have been able to raise funds leading to bankruptcy. In this case, the stock multiple acted as the valuation cue for the bank. It could be true for a highly leveraged company with impending redemption. Good market perception can help it raise funds to honor the redemption. Sometimes managers accept the market value as a signal of the business value and may issue additional shares at values lower than market thereby worsening the situations. A bad market can depress prices lowering the liquidation value, thus becoming a self fulfilling prophesy.

The author gives reasons why valuation based on Earnings, Book Value and Dividend Yield are easily manipulated by crooked management. He suggests not to trust such valuations.

Difference between investors and speculators...

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In his book 'Margin of Safety', the legendary investor Seth Klarman explains the difference between investors and speculators. To investors stocks represent a fractional ownership of business. They transact securities that offer an attractive risk reward ratio. Investors believe that over the long run security prices tend to reflect fundamentals of the business. Investors in a stock expect to profit in at least one of the three possible ways. From free cash flow generated by the business which will be reflected in higher share price or will be distributed as dividends, from increase in multiples and by the narrowing the difference between price and value.

Speculators on the other hand, buy and sell securities based on the expected price action based on the behaviour of others. For them securities are a piece of paper. Speculators are obsessed with guessing the direction of stock prices. They use technical analysis to predict the direction of market. Many investment professional are speculators in the garb of investors. Investors have a chance to make money over the long-term, while speculators are likely to lose it over time.

The author tells the story of 'trading sardines' versus 'eating sardines' to explain speculation. It was observed that sardines were disappearing from their traditional waters in Monterey, California. The commodity traders bid them up and the price of a can of sardines soared. One day a buyer decided to treat himself to an expensive meal and actually opened a can and started eating. He immediately became ill and told the seller the sardines were no good. The seller said, "You don't understand. These are not eating sardines, they are trading sardines."

Like sardine traders, many financial-market participants are attracted to speculation, never bothering to taste the sardines they are trading. Speculation offers the prospect of instant gratification. Moreover, speculation involves going along with the crowd, not against it. There is comfort in consensus.

Viewing stocks as piece of paper precludes rigorous fundamental analysis. Neither rigorous analysis nor knowledge of underlying business is required. Speculators play the 'greater fools game'. Speculative activity can erupt in Wall Street at any time and is not identified as such till considerable money has been lost.

Even assets can be catagorized as investments or speculations. Both can be purchased from market and both fluctuate in price. The main difference is that investments throw cash flow, but speculations do not. For example, stock is an investment, gold and other collectibles are speculation. Value of speculations fluctuate solely based on supply and demand since they do not throw any cash flow.

In financial market it is important to be an investor and not a speculator. Successful investor is unemotional taking advantage of the opportunity provided by the greed and fear of others. They respond market with calculated reason. Investors use the opportunities provided by Mr.Market, without looking up to him for investment guidance. It is important for investors to differentiate the stock price fluctuation from underlying business reality.

Book Review #40: The Most Important Thing Author:Howard Marks

Book Name: The Most Important Thing:  Uncommon Sense for the Thoughtful Investor

Author: Howard Marks

Published by: Harper Business

ISBN: 978-9-35-302279-2 (Print)

Short URL: http://bit.ly/The_Most_Important_Thing

BOOK REVIEW

This book gets rating of 3/5

This is the review of the book 'The most important thing - Uncommon sense for the thoughtful investor', written by Howard Marks. Mr.Marks is a famous investor who is the co-founder of Oaktree Capital Management that he and his friends started in 1995. This book is an elaboration of various memos that Mr.Marks wrote to his investors over the years. Each memo deals with one thing that he considers to be the most important thing in investment. There are 19 'Most Important Things' covered in this book.

In comparison to other books that I have read in the genre of finance and investments, this is a much lighter read, devoid of any math. Personally I did not find a lot of value in this book since almost all of what I read in this book is covered in other books. However considering that this book has sold over 4.5 Million copies, it has to find a place in the list of finance books that I review as a part of my project.

LTCG on Equity Shares India: Example Calculations

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If you have purchased shares before 1st April 2018 and have sold them in the FY 2018-19, based on the date of purchase, you may be expected to pay Long Term Capital Gains Tax on the sale of those shares.The calculation of LTCG tax is complex with words like Fair Market Price and Cost of Acquisition being thrown in.

In this post I am trying to declutter the tax calculation with a few examples. Remember, these are based on my understanding. I am not an auditor and this is not professional advise. Kindly verify the numbers with your auditor.

The key to calculation of LTCG is the 'Cost of Acquisition'. This is calculated as per Formula 1 given below

Formula 1: Higher of Original Purchase  Price and ( Lower of the highest prices on 31-Jan-2018 and the Sales Price)

And LTCG is calculated as Formula 2:  [(Sales Value - Selling expenses) - (Cost of Acquisition + Purchase Expenses)

Little confusing. I request you to read the above two sentences again. First one talks about calculating the Cost of Acquisition and second one talks of using that value to calculate the LTCG.

Let us look at some examples:

Example 1: IPO Purchase and additional purchases in secondary market

Subbu got 199 Shares of  of Coal India allotted on 20-Nov-2018 at an IPO price of 233. Later he purchased 301 shares of Coal India on 22-Sep-15 at an average price of 339.65. The highest price of Coal India on 31-Jan-2018 was 304.55. He sold off the entire 500 shares on 24-Sep-18 at an average price of 278.55.

This set of transactions is eligible for LTCG. Let us calculate the LTC Gain or Loss.

Step 1. For 199 shares received in IPO

1. Original Purchase Price: 233

2. Price as on 31-Jan-2018: 304.55

3. Sales Price: 278.55

4. Lower of 2 and 3: 278.55

5. Cost of acquisition as per Formula 1: Higher of 1 and 4: 278.55

6. Purchase Expenses (Brokerage and Taxes): 0 (IPO purchase)

7. Selling Expenses (Brokerage and Taxes): 491.55

8. LTCG as per Formula 2: [(199*278.55 - 491.55) - (199*278.55+0)] : -491.55

Step 2: For 301 shares purchased on 22-Sep-19

1. Original Purchase Price: 339.65

2. Price as on 31-Jan-2018: 304.55

3. Sales Price: 278.55

4. Lower of 2 and 3: 278.55

5. Cost of acquisition as per Formula 1: Higher of 1 and 4: 339.65

6. Purchase Expenses (Brokerage and Taxes):877.88

7. Selling Expenses (Brokerage and Taxes): 742.98

8. LTCG as per Formula 2: ((301*278.55 - 742.98) - (301*339.65+877.88)) : -20012

Total LTC Gain / Loss: -20012 - 491.55 = -20503.55

Since this is a loss, no tax is applicable. 

2. Bonus Issue

Rahul purchased 100 Shares of Infosys on 12-Apr-2015 at a price of 1640 and the purchase expenses were 1000 rupees. on 22-Feb-2017, the company issued Bonus Shares at the rate of 1:1. The shares were trading at a high of 952 on 31-Jan-18. Rahul sold the 200 shares on 12-Nov-2018 at a price of 840. The selling expenses were 1200 rupees.

Step 1. For 100 shares purchased in secondary market

1. Original Purchase Price: 1640

2. Price as on 31-Jan-2018: 952

3. Sales Price:840

4. Lower of 2 and 3: 840

5. Cost of acquisition as per Formula 1: Higher of 1 and 4: 1640

6. Purchase Expenses (Brokerage and Taxes): 1000

7. Selling Expenses (Brokerage and Taxes): 1200

8. LTCG as per Formula 2: ((100*840-1200) - (100*1640+1000)) :-82200

Step 2: For 100 shares received as bonus shares

1. Original Purchase Price: 0

2. Price as on 31-Jan-2018: 952

3. Sales Price: 840

4. Lower of 2 and 3: 840

5. Cost of acquisition as per Formula 1: Higher of 1 and 4: 840

6. Purchase Expenses (Brokerage and Taxes):0

7. Selling Expenses (Brokerage and Taxes): 1200

8. LTCG as per Formula 2: ((100*840-1200) - (100*840+0): -1200

Total LTC Gain / Loss: -82200 - 1200 = -83400

Since this is a loss, LTCG Tax is not applicable

3. Mix of STCG and LTCG

Venkat purchased 500 Shares of IDFC Bank at a price of 30  and purchase expense of 150 on 01-Sep-15. He added another 300 shares of IDFC Bank on 03-Feb-18 at 40 rupees with a purchase expense of 120. He sold 800 shares of IDFC First Bank on 9-September 2018 at a price of 47 and selling expense of 200. The price of IDFC Bank on 31-Jan-18 was 42

Step 1. For 500 shares purchased on 01-Sep-15

1. Original Purchase Price: 30

2. Price as on 31-Jan-2018: 42

3. Sales Price:47

4. Lower of 2 and 3: 42

5. Cost of acquisition as per Formula 1: Higher of 1 and 4: 42

6. Purchase Expenses (Brokerage and Taxes): 150

7. Selling Expenses (Brokerage and Taxes): 125 (200 * 500/800)

8. LTCG as per Formula 2: ((500*47-125) - (500*42+150)) : 2225

Step 2: For 300 shares purchased on 03-Feb-18. This will be considered as STCG

1. Original Purchase Price:40

2. Sales Price:47

3. Purchase Expenses (Brokerage and Taxes):120

7. Selling Expenses (Brokerage and Taxes): 75 (200*300/800)

8. STCG as per Formula 2: ((300*47-75) - (300*40+120):1905

Total LTC Gain / Loss: 2225

Total STC Gain / Loss: 1905

Hope this clarifies. In case you have any crazy situations, do let me know. Let us work on it together. 

Since this is a profit, but the amount is less than 100000, LTCG tax is not applicable. However STCG Tax at the rate of 15% is applicable.

Value Averaging: A different path to investment success

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There are three types of Investment strategies. These are Fixed Share, Fixed Dollar and Value Averaging.

In fixed share strategy, you buy fixed number of shares of a company regularly over an extended period of time. For example, you buy one share of Infosys each month for say 24 months. As the prices rise, you will invest more amount and as prices fall you will invest less. Your average prices is the simple average of the prices you paid over your investment horizon.

Fixed dollar strategy is also known as 'Dollar Cost Averaging (DCA)' or 'Systematic Investment Plan (SIP)'. In this approach you invest a fixed amount regularly over an extended period of time. For example you will invest 10000 rupees every month for 24 months to buy shares of Infosys. If the price of Infosys goes up, you will buy less number of shares if the price of Infosys goes down, you will buy more number of shares. In this way, your share purchases mirror your normal purchase behaviour. Since you are buying more number of shares when prices are lower, your average price ends up lower than the simple average prices that you get in Fixed Share approach.