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Filings from July 20-26

Spin Offs:

Tribune Publishing (TPUB) published what appears to be the exact same filing once again as the final push prior to publicly trading. The distribution will start this week, so there might be preliminary pricing available. Something to watch for sure.

Aquabound Technologies filed what appears to be the wrong form as it’s not a spin off, but an IPO in the London market. This company, who farm raises fish, has no operating income, operating cash flow or net income and states it has no expectation of that changing in the foreseeable future.

ADP updated their filing for Dealer Services, who will be trading on the NASDAQ, added the metrics they will be running the business under. Additionally, there is more information about the Digital, OEM, etc. in terms of sites, revenue, etc.  This has added a lot of detail to the explanation of account changes. Additionally, they have decided to push the dividend 2015 with the debt financing.  There was no change to the financial statements previously analyzed. The largest change was the exclusion of Holt, who was in charge of the Digital segment. Depending on who replaces him, that will potentially lower growth in Digital, but will not change the option of selling into a hot market or the potential growth in the higher margin international business.


Pepco (POM) is merging with Exelon Corporation (EXC) for a cash transaction.

Media General, Inc. (MEG) and Lin Media LLC (LIN) are merging for cash and equity.

TE Connectivity (TEL) and Measurement Specialties, Inc. (MEAS) will merge for cash.

First Merchants Corporation (FRME) and Community Bancshares will merge for cash and equity.

Omnicom Group Inc. (OMC) and Publicis Groupe SA (PUB.PA) has failed for now.

Valeant Pharmaceuticals International, Inc. (VRX) and Allergen, Inc. (AGN) continue their stock only tax inversion.

Lorillard, Inc. (LO) and Reynolds American Inc. (RAI) will merge for cash and equity.

URS Corporation (URS) and AECOM Technology Corporation (ACM) will merge for cash and equity.

Rockwood Holdings, Inc. (ROC) and Horizon Oil Ltd. (HZN) will merge for equity.

Kilroy Realty Corporation (KRC) and San Francisco Flower Growers Association (SFFGA) will merge for equity.

Mackinac Financial Corporation (MFNC) and Pennsylvania Bank will merge for cash and equity.

MTR Gaming Group, Inc. (MNTG) and Eldorado Holding will merge for equity.

AbbVie continues to pursue Shire Plc (SHPGY) for another inversion.

Coviden (COV) and Medtronic (MDT) will merge for cash in this inversion.

Triquint Semiconductor Inc. (TQNT) and RF Micro Devices Inc. (RFMD) will merge for equity.

BCE (BCE) will take Bell Aliant private.

DIRECTV (DTV) and AT&T (T) will merge for cash and equity.

IO SA (IOBRC) and Portgual Telecom (PT) will merge for equity.

Eagle Bancorp, Inc. (EGBN) and Virginia Heritage Bank (VGBK) will merge for cash and equity.

First Midwest Bancorp Inc. (FMBI) and Great Lakes Financial Recources will merge for cash and equity.

Time Warner Cable Inc. (TWC) and Comcast Corporation (CMCSA) will merge for cash and equity. Comcast  Corporation (CMCSA) will merge with Charter Communications, Inc. (CHTR) for cash and equity.

TW Telecom Inc. (TWTC) and Level 3 Communications, Inc. (LVLT) will merge for cash and equity.

ViewPoint Financial Group, Inc. (VPFG) and Legacy Texas Group will merge for cash and equity.

First Business Financial Services, Inc. (FBIZ) and Aslin Group, Inc. will merge for cash and equity.

Salix Pharmaceuticals (SLXP) and Cosmo Pharmaceuticals (COPN) have proposed to merge for the shares of Cosmo. This will allow Salix to move overseas for tax purposes and gain some drugs.

TF Financial Corporation (THRD) and National Penn Bancshares Inc. (NPBC) will merge for cash and equity.

Breitburn Energy Partners L.P. (BBEP) and QR Energy, LP (QRE) will merge for cash and equity.

Georgia Carolina Bancshares Inc. (GECR) and State Bank Financial Corporation (STBZ) will merge for cash and equity.

Intermountain Community Bancorp (IMCB) and Columbia Banking System Inc. (COLB) will merge for cash and equity.

Destination Maternity Corporation (DEST) and Mothercare plc stopped their merge.

CU Bancorp (CUNB) and 1st Enterprise Bank (FENB) will merge for equity.

Eastern Virginia Bankshares Inc. (EVBS) and Virginia Company Bank (VGNA) will merge for cash and equity.


Tribune Publishing signed up to be listed on the NYSE.

Forest Oil is issuing preferred shares as part of the Sabine merger.

Blue Hills Bancorp is turning from a mutual to stock company with a history of mixed results. The stock is being issued at $9.98.

Townsquare Media is issuing shares at $16 with a positive history of operating income, net income and operating cash flow.

It is reissuing post bankruptcy. Intersect ENT is going to be $13 with a negative history of operating income, net income and operating cash flow.

It is partially owned by Medtronic (MDT). Potential stub valuation will be analyzed.

Advance Drainage Systems is issuing shares at $19 with a positive history of operating income, net income and operating cash flow.

El Pollo Loco Holdings will be $15 with positive operating income and operating cash flows, but negative net income due to debt penalties.

Spark Energy will be issued at $21 with a positive history of operating income, net income and operating cash flow.

Ocular Therapeutix will be $16 with a negative history of operating income, net income and operating cash flow.

Wells Fargo is issuing preferred shares.

MAPI Pharma will be $15 with a negative history of operating income, net income and operating cash flow.

Synchrony Financial is being issued from GE at $26 with a positive history of operating income, net income and operating cash flow. This will also be analyzed as a stub stock situation although it would seem unlikely.

Immune Design Corporation will be $14 with a negative history of operating income, net income and operating cash flow.

Par Petroleum is issuing a rights offering for $16 a share.

Innocoll AG will issue an ADR at $15 with loss on operating cash flow and operating income, but positive net income from other income.

Orion Engineered Carbons issued for $18 with negative income and operating cash flow with occasional operating income.

Mobileye will issue $19 with the most recent year of positive net income, operating cash flow and operating income. It is held by multiple investment firms, but in too small of a percentage to impact the company.

Tekla Healthcare Opportunities Fund is a closed-end investment fund that is issuing shares.

Marathon Patent Group is being uplisted to the NASDAQ although it has negative income, operating income and operating cash flow.

Tribune Publishing Analysis

Let’s start with a little history. The Tribune Company started in 1847 and moved into broadcast in 1924. It went public in 1984. It grew in both of these industries with multiple mergers and disposals through the years. In 2007, Sam Zell purchased the company through a leveraged buyout and started selling assets. By 2008, they filed bankruptcy and the ownership transferred to employees and the largest debt holder: Oaktree Capital Management, JP Morgan Chase, and Angelo, Gordon & Co. Although considered privately held, there are A and B class shares trading on the OTC markets. The Tribune is once again restructuring. This time they are getting rid of the newspaper business. This spin off will be called Tribune Publishing (TPUB) and trade on the NYSE. Its big papers will be the LA Times and Chicago Tribune. It will issue debt and kick it back to the parent. It will not own the real estate it operates from, but will lease that from the parent company. It will only have an affiliate status for its job classifieds run with careerbuilder.com, which will remain owned by the parent.

Mar. 30, 2014 Dec. 29, 2013
Current Assets
Cash 0.34 0.38
Accounts receivable (net of allowances) 8.17 9.90
Inventories 0.58 0.56
Deferred income taxes 1.35 1.47
Prepaid expenses and other 0.58 0.53
Total current assets 11.02 12.85
Machinery, equipment and furniture 2.66 2.55
Buildings and leasehold improvements 0.17 0.15
Accumulated depreciation (0.74) (0.63)
2.09 2.08
Construction in progress 0.52 0.60
Net properties 2.61 2.67
Other Assets
Goodwill 0.63 0.60
Intangible assets, net 2.33 2.38
Investments 0.14 0.11
Deferred income taxes 1.46 1.56
Other 0.07 0.07
Total other assets 4.63 4.72
Total assets 18.26 20.24
Current Liabilities
Accounts payable 1.47 1.43
Employee compensation and benefits 3.58 4.07
Deferred revenue 2.89 2.67
Other 0.85 0.82
Total current liabilities 8.79 8.99
Non-Current Liabilities
Deferred revenue 0.37 0.28
Postretirement medical, life and other benefits 1.75 1.79
Other obligations 0.23 0.34
Total non-current liabilities 2.35 2.40
Total Equity 7.12 8.85
Total liabilities and equity 18.26 20.24

For the financial information, the amounts are shown per share using the shares expected to be outstanding post distribution. This will hopefully help the reader link the importance of the financial information to the value per share. Please share your thoughts on this experiment below.It is clear the owners consider this to be bad assets and are removing it from their prime offering, which will be a broadcasting company with cash and real estate. It is assumed by the primary investors being experts in distressed investment that the selling of the parent is where they will most likely make a majority of their return. As such, there is a chance they will not try to manipulate the price any greater than they already have to the market by slowly selling their shares and therefore the share price will be artificially low.

Normalized Projection Reported
Operating Revenues 12/31/2016 12/31/2015 12/31/2014 3/30/14 (TTM) 12/29/2013 12/30/2012 12/25/2011
Advertising 35.52 37.39 39.36 40.29 41.43 45.58 48.86
Circulation 19.52 18.59 17.71 16.87 16.87 16.71 15.36
Other 10.58 11.14 11.72 12.13 12.34 13.02 11.17
Total operating revenues 65.63 67.12 68.79 69.30 70.64 75.31 75.39
Operating expenses
Cost of sales 39.38 40.27 39.90 39.26 39.75 44.98 45.43
Selling, general and administrative 24.10 24.01 24.00 23.53 23.22 25.28 24.81
Depreciation 0.60 0.65 0.70 0.76 0.86 3.16 3.17
Amortization 0.26 0.26 0.26 0.26 0.26 0.25 0.23
Total operating expenses 64.34 65.19 64.86 63.80 64.08 73.67 73.64
Operating Profit 1.29 1.93 3.93 5.50 6.55 1.64 1.75
Gain (Loss) on equity investments, net (0.05) (0.05)
Interest income (expense), net (2.36) (2.36) (2.36) (0.00) 0.00
Reorganization items, net (0.01) (0.01)
Income before income taxes (1.07) (0.43) 1.57 5.44 6.50 1.64 1.75
Income tax expense (0.45) (0.18) 0.66 2.50 2.79 0.52 0.12
Net income (0.62) (0.25) 0.91 2.94 3.70 1.12 1.64

As you can see the earnings for the last few years have been much higher than the years prior, this was driven from cost cutting as revenues were in decline. This appears to be a temporary measure to ensure a good issuance as costs have already started to increase per the quarterly information for March. Additionally, as the new spin off begins to work out of the transition service agreement, which ends two year after the spinoff date. Finally, the increased debt load will weigh down the company with additional payments not currently recognized. If potential investors realize this in addition to the current investors selling quickly and the disregard for the dying industry known as newspapers, then the price might fall excessively.

NYT GCI MNI TTM Normalized
P/S 1.33 1.34 0.37 92.17 34.00
P/E 35.89 21.60 29.01 58.80 10.60
EBIT/(NWC+FA) 13% 36% 23% 112% 11%
EV/EBIT 18.55 14.19 16.67 70.72 27.43
P/CFO 15.69 11.25 3.81 57.68 28.84
ROA 4.18% 7.06% 3.62% 16.09% 2.90%
ROE 7.18% 14.42% 12.10% 41.27% 2.90%

For comparables the New York Times and Gannet were selected. As the New York Times has a higher brand premium, which can be seen in the fact a majority of its revenue is from subscriptions rather than advertising, it is can be estimated to trade at a discount to the New York Times, but comparable to Gannet, whose biggest name asset is USA Today. As you can see they are currently trying to suggest a price around $60, which the fair value market is closer to $30 and could allow for shorting. If a change in strategy does not occur in the next few years, then the company will struggle to meet its obligations as the revenues continue to decline. For this reason, the stock option idea of theta is needed in your considerations of a margin of safety. A heavy margin is needed, where a price below $10, depending on your risk tolerance and investment objectives, should be considered. The record date is July 28th and distribution date is August 4th. Keep an eye on the share price to see what happens.


Filings from July 13-19

Spin Offs:

Rightside Group is continuing with the spin off from Demand Media and have requested to be traded on a national exchange.

Occidental Petroleum Corporation (OXY) is spinning off California Resource Corporation. This new company will be an exploration and production company exclusively focused in California by now. It represents a quarter of the oil and gas revenues of Occidental Petroleum. California Resource has grown revenues, but margins decreased primarily due to increased depreciation. It appears to be a heavily fixed asset dependent business, and they have expanded those assets to grow. Cash flow from operations has maintained itself with a drop in 2012 primarily driven by dry hole expenses. It is hard to estimate the pricing of oil in California as they are exempt from the US oil regulations, but this island status typically affects refined products, which this is not. Occidental Petroleum will retain 19.9% of the company for up to 18 months, which could allow for an interesting stub stock opportunity. Finally, there is an unknown amount of debt California Resource Corporation will then issue back as a dividend. Hopefully future filings will provide the missing details for more analysis, but it is worth looking into.

Tribune Publishing issues another update now stating it will be spun off on August 4, 2014 and the declaration date will be July 28, 2014. Additionally, there were minor word changes primarily to the debt financing. Additionally, it appears some of the executives had birthdays since the last filing as their ages were changes. They also changed the number of shares owned by investors now that they shares per the distribution agreement was finalized.


BioFuel Energy Corporation (BIOF) and GBJL Capital, a Dallas real estate company will merge via an asset sale for cash and equity.

mktg, inc. (CMKG) and Aegis Lifestyle continue their merger for cash.

Forest Oil Corp (FST) and Sabine Oil and Gas LLC, a private company, will merge for equity, but it will now be considered an acquisition pending Forest Oil shareholder approval.

Medical Action Industries (MDCI) and Owens & Minor, Inc. will merge for cash.

Earthstone Energy Inc. and Oak Valley Resources will merge for cash and equity.

Sequential Brands Group, Inc. (SQBG) and Galaxy Brand Holdings are merging in a cash and stock transaction.

TW Telecom Inc. (TWTC) and Level3 Communications (LVLT) will merge in a cash and stock deal.

AbbVie continues to pursue Shire Plc (SHPGY) to offshore the company.

Quartet Merger Corp (QTET) and Pangea Logistics Solutions will merge for cash and shares.

Augusta Resource Corp (AZC) and HudBay Minerals (HBM) will merge for shares and warrants.


There are lots of filings for new companies, but many fewer issue statements to be traded on a national exchange. As such, the focus will now be with those companies as a screen for investment potential.

TubeMongal Inc (TUBE) is being issued at an estimated $8 per share for a business that has no profit, operating income or cash flows.

Roka Bioscience, Inc. (ROKA) is being issued at an estimated $16 per share for a business that has no profit, operating income or cash flows.

Sage Therapeutics (SAGE) is being issued at an estimated $18 per share for a business that has no profit, operating income or cash flows.

FX Energy, Inc. (FXEN) is issuing preferred stock. It appears to be hit or miss in gains and driven by Polish oil.

Terrapin 3 Acquisition Corp (TRTLU) is a “blank check company.” The general plan is to fund their future takeovers.

Microlin Bio, Inc (MCLB) is being issued at an estimated $5.50 per share for a business that has no profit, operating income or cash flows.

CareDX, Inc. (CDNA) is being issued at an estimated $17 per share for a business that has no profit, operating income or cash flows.

Terraform Power, Inc. (TERP) is being issued at an estimated $25 per share for a business that has no profit or cash flows.

1347 Capital Corp (TFSC) is being issued at an estimated $10 per share for a business that has no profit, operating income or cash flows.

Barclays is issuing preferred shares as an ADR (BCS.PR).

Sunshine Bancorp (SBCP) is converting from a savings and loan association will convert to a bank and issue shares.

Rightside Group is also on this list. See above.

Filings July 6-13

Spin Offs:

Tribune Publishing has updated information, shares to be issued and debt/line of credit updates. While declining revenues don’t make this appear to be a long term investment, but depending on how the investors unwind their positions, the stock might drop below a reasonable margin of safety. Valuation of the company will be posted soon.


Armco Metals Holding, Inc. (AMCO) and Draco Resources, Inc. will merge in a stock transaction.

Digital Cinema Destinations Corp (DCIN) and Carmike Cinemas, Inc. (CKEC) will merge for stock.

Sequential Brands Group, Inc (SQBG) and Galaxy Brand Holdings will merge for cash and equity.

Mediabistro, Inc. (MBIS) will purchase the assets of Prometheus Global Media for cash.

Measurement Specialties Inc (MEAS) and TE Connectivity Ltd will merge for cash.

Protective Life Corporation (PL) and The Dai-ichi Life Company (DCNSF) will merge for cash.

CBS Corporation (CBS) and CBS Outdoor Americas, Inc. (CBSO) will merge for class B stock.

Integrys Energy Group (TEG) and Wisconsin Energy Corporation (WEC) will merge for cash and equity.

Time Warner Cable (TWC) and Comcast (CMCSA) continue their merger for cash and equity.

QLT, Inc. (QLTI) and an Atrix Laboratories subsidiary will merge for cash and equity.

Valeant Pharmaceuticals International, Inc. (VRX) and Allergen, Inc. (AGN) continue to have merger issues with Pershing Square pushing for a proxy solicitation.

First Interstate Bancsystem Inc (FIBK) and Mountain West Financial (MTWF) had their merger approved by the FDIC. The transaction is either cash or equity.

AbbVie continues to pursue Shire Plc (SHPGY).

Investors Capital Holding Ltd (ICH) and RCS Capital Corporation (RCAP) will receive either cash or equity.

First Midwest Bancorp Inc (FMBI) and Great Lakes Financial Resources, Inc. (GLFL) will merge for cash and equity.

C&J Energy Services (CJES) and Nabor’s are merging to get the tax advantages of Bermuda using cash and equity.

LVB Acquisition, Inc., who was created for Zimmer Holdings, Inc. (ZMH), to help merge with Biomet, Inc. for cash, equity and assumption of debt.

Coviden (COV) and Medtronic (MDT) will merge for cash.

Salix Pharmaceuticals (SLXP) and Cosmo Pharmaceuticals (COPN) have proposed to merge for the shares of Cosmo. This will allow Salix to move overseas for tax purposes and gain some drugs.

FedFirst Financial Corp (FFCO) and CB Financial Services Inc. (CBFV) will merge for cash and stock.

Questcor Pharmaceuticals Inc. (QCOR) and Mallinckrodt plc will merge for cash.

AmREIT, Inc. (AMRE) and Regency Centers Corporation (REG) will merge for cash.

Aspen Insurance Holding Company (AHL) and Endurance Specialty Holding (ENH) will merge for cash and equity.

Foster Wheeler AG (FWLT) and AMEC plc (AMEC.L) will merge for cash and equity.

Brookdale Senior Living (BKD) and Emeritus Corp (ESC) will merge for equity.

Alion Science and Technology Corporation will merge with Global Bondholder Services Corporation by issuing equity in exchange to the bonds due.

Orbital Science Corp. (ORB) and an Alliant Technology (ATK) spin off of ATK Aerospace for cash and equity.

IO SA (IOBRC) and Portgual Telecom (PT) will merge for equity.


None this week.


Filings from June 29-July 5

Spin Offs:

Ashford Inc (AINC) is spinning off from Ashford Hospitality Trust, Inc. (AHT). Ashford Hospitality is a REIT focused on hotels and resorts. Ashford is the asset management and advisory expertise of the company as a consulting firm. The new company is attracting the founder, CEO, and Chairman of the company with a heavy ownership in the new entity. This relationship along with a 20 year contract between the two entities alleviates some of the concerns that 100% of revenues from a single source, Ashford Hospitality Trust. As the founder and CEO is on both boards, the prior losses seem like they won’t last forever. This might be an interesting play and further analysis is needed.

Paragon Offshore plc (PGN) is spinning off from Nobel Corporation plc (NE). Paragon is the offshore drilling rigs of Nobel and will have debt financing back to Nobel. It has a decent return of assets, high utilization rates of equipment, and has more customers than just Nobel. Although a cyclical industry that might have complicating issues, this deserves a deeper look.

Rightside Group continues their spin off, but no material changes to the financial statements were made.


North Valley Bancorp (NOVB) and TriCo Bancshares (TCBK) are merging in a stock exchange.

Paulson Capital (PLCC) and Variation Biotechnologies will merge for equity.

Gyrodene Company of America (GYRO) will be liquidating.

Applied Nanotech Holdings, Inc (APNT) and NanoHolding, Inc. will merge for equity.

Tower Group International (TWGP) and ACP Re will merge for cash, which will also result in a privatization of the company.

Aeroflex Holding Co. (ARX) and Cobham (COB.L) will merge for cash.

Astrotech Corp (ASTC) continues its asset sale to Lockheed Martin for cash.

Sino Gas International Holdings Inc. (SGAS) and Prosperity Gas Holdings merge moving the company from Hong Kong to the Cayman Islands. The merger will be cash except for SGAS CEO, who will receive equity.

Aspen Insurance Holding Company (AHL) and Endurance Specialty Holding (ENH) will merge for cash and equity.

Kraton Performance Polymers, Inc. (KRA) and LCY Chemical Corp. (1704.TW) will merge for equity.

Weyerhauser (WY) and Tri Point Homes (TPH) will merge the Weyerhause real estate company that was going to be spun off. The transaction will be for stock.

Alion Science and Technology Corporation will merge with Global Bondholder Services Corporation by issuing equity in exchange to the bonds due.

Enventis Corporation (ENVE) and Consolidated Communications Holding, Inc. (CNSL) will merge for equity and there will be issuance of a bridge loan facility as well that will be privately issued.

Triquint Semiconductor Inc. (TQNT) and RF Micro Devices Inc. (RFMD) will merge for equity.

AbbVie continues to pursue Shire Plc (SHPGY).

The Denali Fund, Bolder Total Return Fund, and Bolder Growth and Income Fund would like to merge into one fund as a reorganization.

Forest Laboratories Inc (FRX) and Actavis Inc (ACT) will merge for cash and stock.

QLT, Inc. (QLTI) and an Atrix Laboratories subsidiary will merge for cash and equity.

CBS Corporation (CBS) and CBS Outdoor Americas, Inc. (CBSO) will merge for class B stock.

Time Warner Cable (TWC) and Comcast (CMCSA) continue their merger for cash and equity.

Zimmer Holdings, Inc. (ZMH) and Biomet, Inc. will merge for cash, stock and assumption of debt.

Integrys Energy Group (TEG) and Wisconsin Energy Corporation (WEC) will merge for cash and equity.

Transcept Pharmaceuticals Inc. (TSPT) and Paratek Pharmaceuticals will merge for equity and cash.

The Williams Company (WMB) acquired 50% of Access Midstream Partners LP (ACMP) for equity and cash.

C&J Energy Services (CJES) and Nabor’s are merging to get the tax advantages of Bermuda using cash and equity.

Destination Maternity (DEST) and Mothercare plc were going to merge, but Mothercare plc rejected the proposal of cash.

Zalicus Inc. (ZLCS) and Epirus Biopharmaceuticals, Inc. will combine for equity.

Orbital Science Corp. (ORB) and an Alliant Technology (ATK) spin off of ATK Aerospace for cash and equity.

Augusta Resource Group (AZC) and Hudbay Minerals Inc. (HBM) will merge for cash and stock.

Verso Paper Company (VRS) has two subsidiaries merging and consolidating debt.

Quartet Merger Corp (QTETU) and Pangea Logistical Solutions Ltd will merge for cash.

IO SA (IOBRC) and Portgual Telecom (PT) will merge for equity.


Using the criteria that the issuance should be publicly traded, a proposed market capitalization of at least $50 million and be partially owned by a similar company, none were found.


Kimball Electronics and Kimball International Spin Off Analysis

Kimball International is both a manufacturer and seller of furniture in addition to being an electronic parts assembler. Just to keep things confusing, it was originally the world’s largest piano and organ manufacturer with electric organs leading to electronic assembly. It started in 1857 and went public in 1975. The many pivots of this company over time has left the company with the two distinct products that are being split now.  While disconnected business elements in a small market capitalization business held a lot of promise, there were a number of items that prevent the profit of this separation. Instead of doing a full analysis for Kimball International (KBALB) and the spin off Kimball Electronics, the decision was made to show how this spin off received three strikes out.

Both entities provide consumer discretionary products, which naturally leads itself to cyclical sales and income amounts. It is undetermined if the furniture segment will regain life or will remained depressed due to the competition of La-Z-Boy LZB) and Ethan Allen Interiors (ETH). The electronics segment shows an upswing, but to prior highs. It appears to be a barrier they have to grow beyond this point and is well above the average, which would be a strike as both businesses do not have growth projected and have a long history of losses.

As a majority of the profit is from the electronics segment, the second strike comes from the disclosure that the largest customer, Johnson Controls, Inc. (JCI) is moving their electronics assembly in house in the fourth quarter of this year, which would result in an approximate 17% loss in revenues.

The final strike was more of a business model problem. Kimball Electronics moved their work overseas, but their management is still US based. Therefore they will still have higher overhead than their oversea competitors. Without a product in a commoditized services in a cyclical industry, it will be a difficult to sustain any growth. The furniture manufacturer faces a similar uphill battle as they have also manufactured abroad, but have the added value charges of shipping those items to the US. It is hard to see how these businesses will turn around soon and management has made no indications of a plan other than spinning off the electronics segment.

Dealer Services – ADP Spin Off Analysis

You probably know ADP as the payroll people, especially if you live in the US. You probably have some experience with them and might have even seen their jobs numbers. If you checked out their website you would see the following, “ADP services 620,000 organizations in more than 125 countries, including more than 90 FORTUNE 100 companies use at least one of ADP’s services.” It’s clearly a large, mature company that processes payroll and performs HR type services. For the most part you are right. That’s their bread and butter. The interesting part is that they also have side businesses that they grow to become large institutions and then either sell or spin off. The reason they emphasize the dealerships is because 16% of their revenues come from dealer services, which include dealer specific ERP systems and marketing services. That is the business they are currently planning to spin off. This isn’t a new tactic for ADP. In 2007 they spun off their financial services division, which is now Broadridge Financial Solutions, Inc. (BR) and sold their travel services. Based on the incentive program, the desire to spin off these entities appears to be less a focus on the core competency than a desire to improve margins. For that reason, the expectation is the spin off will occur by next June 30th and potentially in the next few months.

ADP operates three disclosed segments: Employer Services, Professional Employer Services (PEO), and Dealer Services. Employer Services is what ADP is known for. It also expanded related services to smaller entities as PEO. Dealer Services, thanks to the new disclosures, can be broken down into three segments: Automotive Retail Solutions North America, Automotive Retail Solutions International, and Digital Marketing Solutions. To analyze these entities, the most recent SEC filings were used in each case. That means the last year a record was reported, which is three years after the date for segment income, was used with the thought that information would account for acquisitions, reorganizations, error, etc. Therefore the later amounts should be the most accurate information available. Additionally, the spin off has not yet  been reconciled to the segment data previously provided. To adjust amounts for agreement with the previous audited submission, the Other category was adjusted accordingly.

Revenue (mil): 2013 2012 2011 2010 2009 2008 2007 2006 2005 2004 2003
Employer Services 7,914 7,389 6,878 6,535 6,379  6,228 5,816 5,163 4,700 4,872 4,393
PEO 1,973 1,771 1,544 1,317 1,186 1,061 885 704 577 478 462
Dealer Services 1,814 1,661 1,514 1,248 1,242 1,302 1,281 1,098 937 900 814
-Automotive Retail Solutions North America 1,207 1,115 1,025
-Automotive Retail Solutions International 315 303 299
-Digital Marketing Solutions 310 263 225
-Other (18) (20) 15
Other (391) (205) (103) (172) 32 144 (182) (128) (126) (79) (135)
Total 11,310 10,616 9,833 8,928 8,838 8,734 7,800 6,836 6,088 6,170 5,535

As a whole the company’s revenue grew at approximately 7% a year. You can see the downturn in the economy and jobs in 2008 and 2009, which makes sense as employers lay off people and stop hiring. This was partially offset by the growth in small to medium size business offering in PEO and to a lesser degree Dealer Services growth. Dealer Services had a severe drop in growth during the economic downturn. At first glance, Dealer Services appears that 2011 started a higher growth level, but per their disclosures it would been only 3% as opposed to 21% reported if not for acquisitions. The primary acquisition was Cobalt, who is the base of their Digital Marketing Solutions (Digital) segment. If you look at the overall operating margin, you see a solid 17% margin with higher averages. The margin requirements for the executive incentive program is pretty clear here in keeping margins high. The segment raising margins is the Employer Services segment at 27% margin for both the prior year and average. PEO has lower margins as one would expect to win smaller businesses, which have less money to use. PEO has consistently maintained 10% margins. Dealer Services currently has the same margins as ADP as a whole. It has maintained margins at that level even through the economic downturn. You will notice the overall margin has decreased as PEO and Dealer Services gained in percentage contribution to operating margin, which is being asserted as part of why management wants to spinoff Dealer Services. The split between Dealer Services from ADP if looked at from an overall perspective will have no impact on margins, but as you can see from the split out values, margins will increase as Employer Services will be a greater percentage of operating profit.

OI % 2013 2012 2011 2010 2009 2008 2007 2006 2005 2004 2003
Employer Services 27% 26% 27% 27% 28% 26% 24% 24% 24% 20% 24%
PEO 10% 10% 9% 10% 10% 10% 9% 8% 7% N/A N/A
Dealer Services 19% 17% 15% 16% 17% 17% 16% 15% 16% 16% 17%
-Automotive Retail Solutions North America 26% 24% 24%
-Automotive Retail Solutions International 10% 6% 9%
-Digital Marketing Solutions 9% 5% 4%
-Other 211% 95% -304%
Other 179% 198% 382% 122% -590% -164% 45% 88% 51% -370% -327%
Total 17% 19% 18% 21% 21% 19% 21% 20% 20% 23% 30%

Within Dealer Services, we have a thin slice of financial data with only three years of data. This is most likely strategically selected as to not report prior to the acquisition of Cobalt as the large driver of revenue growth is Digital at 18% growth. This growth is followed by North America at 8% growth and maintaining a 25% operating margin. The smaller segments have lower operating margins. International increased in margins to 10% and Digital increased margins to 9%. Dealer Services will most likely see margins decrease as Digital continued growth puts downward pressure on the company’s margins.

Management of Dealer Services is filled with longtime ADP employees. The new CEO has been leading the ADP Dealer Services segment for a number of years and has been an ADP employee since 1975. With the exception of John Holt of Digital, who came with the Cobalt acquisition, the management team is filled with life long ADP personnel. This will most likely result in Dealer Services operating in a similar fashion as ADP. There will likely be a focus on margin, which should improve with the new focus. However, Digital will most likely have downward pressure over the long term if proprietary marketing strategies do not develop as there are few natural barriers to entry. ADP has a history of regular strategic acquisitions to contribute to overall growth rate. This should also be expected as Dealer Services, who was behind the success of the Cobalt acquisition. This could lead to an increase in growth outside of projections from historical data.

There is one area, however, that Dealer Services might change from ADP prior practices that will lead to improved economics of the company. Per ADP’s financial statements, 85% of all revenues originated in North America. This is partially due to the regulatory environment, where the United States and Canada have complex compliance structures for employers. Not all nations have payroll tax and many that do have a simplistic system that does not require outsourcing. This has resulted in a company ignoring international options. This is shown in Andrew Dean’s goals, who is head of International. In the prior year, one of his goals was to create a strategy for Russia and Automaster. He was not rewarded for execution, but to create a plan. The focus has appeared to be on Europe, but only lightly. They claim to have brought in $315 million from 100 countries, which makes it appear to be a discombobulated operation of many tiny businesses, which would require a dramatic increase in compliance issues. A sign this focus will change is based on the disclosure of “Our Market Opportunity,” which lists China and Japan as major opportunities. This could result in International becoming greater or equal to North America operations with the expectation based on the above for similar margins. This is another potential option for growth and higher margins in the new business.

Looking at each of the components competitors for valuation creates interesting results. The closest competitor to Dealer Services is Dealertrack Technologies, Inc. (TRAK). According to Yahoo Finance, Dealertrack has negative income and cash flow from operations. As of July 3, 2014 it was trading at 4.61 times sales and it’s EV/EBITDA was 63.87. The valuation seem insane, but auto sales have been strong and this is the only public company selling marketing and ERP systems to auto dealers. Dealer Services has an estimated 40% of the dealer ERP market with Reynolds and Reynolds having the other 40%. This shows that Dealer Services might sell into a hot market and have valuations that can’t be supported by a discounted cash flow, liquidation or acquisition value. For our valuations purposes, let’s add debt for the spin off. ADP has estimated $700 million to return to itself in the form of a dividend. Let’s estimate that they will issue $900 million in debt to leave Dealer Services with strong working capital. We will have North America with a 7% revenue growth and 26% margin. International will grow at 10% and a 15% margin. Finally, Digital will grow at 20% and a 10% margin. This is approximately $425 million in operating income, which is approximately EBIT. Assuming a one for one share swap and a 10xEV/EBIT then you have 8.82 a share. If you take a ten year bond, and a 20 PE, then you get $8.17. As this is the largest public auto dealer with strong margins, this appears to be relatively conservative. For future calculations, we will estimate it at $8.50.

PEO has several competitors. For comparison, Inspirity, Inc. (NSP), Paychex (PAYX), and TriNet Group, Inc. (TNET) were selected using the trailing twelve months.

 P/S 0.37 6.13 0.92
 P/E 30.17 25.18 161.24
 P/CFO 32.75 19.51 17.87
 OP% 2.37 39.6 3.95
 ROA 4.34 8.29 N/A
 ROE 11.68 35.66 N/A
 EV 582.24 14,400 2,110

TriNet Group is closest in size to PEO and Paychex is closest in terms of services and with a focus of higher margins. TriNet is claiming to increased profits and the future P/E is 20. Using a 25 P/E PEO is valued at $6.71.

Using similar pricing and using the $700M for a stock buyback at current prices, ADP’s remaining services is 73.25. This means the total value is 88.16. This is slightly lower than the current value as of July 3, 2014 and contains the option for stronger international growth than predicted, increased P/E for stronger margins in ADP, and selling into a hot market for Dealer Services. This creates a free option for the upside.