Saturday, June 9, 2012

My letter to Solitron's Board of Directors

I mentioned in a previous post I was interesting in doing something to close the gap between the market value and intrinsic value of Solitron Devices.  I took a step in that direction by writing Solitron's Board a letter with two proposals.  I have the letter in its entirety (minus my address) below.  The company received the letter this week, and I'm intentionally posting this over a weekend so shareholders have time to digest it and think about it during non business hours.

If you are a shareholder I ask that you consider my proposals and if you agree with them please email or write the company letting them know you support my proposed actions.  If you do decide to contact the company please remember they are busy running a business so keep your communication short and to the point, please also be respectful.  As I outline in the letter Solitron is a good company that the market has trouble valuing.

I also want to note, I am not trying to create a formal shareholder group or association.  If you hold a large number of shares (15% or more) please consider that taking possible action with the company could result in the execution of the shareholder rights plan.  I hold a small position so my communication does not run this risk.  My proposals represent my shares, and my shares alone.

Lastly I want to thank a friend for helping me edit the letter, their advice was invaluable.

Disclosure: Long Solitron Devices

Please do not reproduce:



Nate Tobik
xxxxxxxxxxx
Pittsburgh, PA xxxxx

Board of Directors
Solitron Devices Inc.
3301 Electronics Way
West Palm Beach, FL 33407

Re:  Proposals to the Board of Directors of Solitron Devices Inc.
Dear Sir or Madam:

This letter is directed to the Board of Directors (the “Board”) of Solitron Devices Inc. (“Solitron” or the “Company”).  I am and have been a shareholder of the Company for the past two years.  I spoke to Mr. Saraf on the phone approximately one year ago, and at that time we discussed the Company and its future prospects.  While Mr. Saraf might not remember my call, this letter is a follow up to some of the items we discussed.

I want to thank Mr. Saraf for his hard work and service to Solitron. In the past 20 years he’s taken a company that emerged from bankruptcy and made it well capitalized and stable.  For example, in the past year the Company earned a 16% return on its invested capital.  That is quite impressive.  Mr. Saraf has demonstrated that he is a capable manager of Solitron’s core business through both good years and bad years. In addition, I would like to thank Mr. Saraf for being a good steward of the Company’s excess cash by refraining from making bad acquisitions and for taking a reasonable salary, two things which I appreciate as an investor.

The reason I’m writing this letter is because while I certainly realize the value the Company has created over the years, I don’t believe the market understands Solitron’s value.  

If Solitron were to undergo an outside valuation, an analyst would look at the facts of the Company such as its balance sheet and earnings record.  A valuation might take into account the earnings record over various periods of time and consider the stated book value of the assets, among many other things.  Assets not used in the core business to generate earnings might be considered excess, such as cash above prudent working capital requirements and unused real estate.  The value of the earnings stream would be added to the value of the excess assets resulting in what I consider to be the intrinsic value of the Company.

Please allow me to apply this to Solitron.  Let’s start with the average of the past five years earnings, which is $827,400 and apply a reasonable multiple such as 8x this results in a value of $6,619,200 (the “Earnings Figure”).  Secondly, we would take the excess assets and add it to the Earnings Figure.  Please note that the Company’s Treasury bond holdings should be counted as excess cash.  Adding the $6,460,000 of Treasuries to the Earnings Figure amounts to $13,079,200.  This is a conservative, but reasonable valuation figure that is close to what an outside valuation might put as the Company’s worth.

The problem is the stock market value of Solitron ($6,780,000 as of close of business on June 5, 2012) is significantly and materially lower than the intrinsic value of Solitron.  The difference in values appears to show that either the market considers Solitron to be going out of business by valuing it at roughly its cash value, or the market is giving the Company no credit for holding excess capital.

I think this market valuation is absurd.  Solitron is a strong and thriving company, well capitalized without any fear of going out of business, so clearly the market is incorrect.  Part of the reason I believe the market has trouble valuing Solitron is that the Company’s excess capital is masking the true business value of the Company.

I would like to propose two items to the Board that I feel might help close the gap between the market value of Solitron and the intrinsic value of Solitron. Before I list the proposals, I would like to be clear that my goal is not a short term gain, or to propose anything that would in any way harm the Company or reduce its competiveness.  I am a long-term shareholder and I expect to hold Solitron for many years to come.

My proposals to the Board are as follows:

1)  That Solitron initiate a modest share buyback plan using between $500,000 and $1,000,000 of the  Company’s excess cash to buy Solitron stock on the open market.
I understand the Company has a restriction on paying dividends until the environmental liabilities are settled in 2013, but my understanding is there are no restrictions on buying back the Company’s own stock.
The company currently has a 10% earnings yield (defined as the past year’s profit divided by the market price of the Company.)  If the Company used a modest amount of the Treasury holdings (yielding close to zero) to purchase stock it would realize a 10% return on invested capital.  I would much prefer the Company re-invest excess cash at 10% by buying their own shares over re-investing excess cash in Treasury bonds earning close to zero.
             2) That the Company hold an annual meeting open to shareholders to discuss issues relevant to the Company.
It concerns me that the Company hasn’t held an annual meeting for the past few years.  In light of increasing litigation in the financial and corporate markets, I’m concerned the lack of an annual meeting could open the Company up to potentially expensive litigation and liabilities.


I look forward to your response to both of these proposals. In the interest of full disclosure, please be aware that I am making this letter public by posting it on my website http://www.oddballstocks.com and that I will be soliciting other shareholders to comment and make their views known on these proposals.  I truly appreciate the work you are doing at Solitron and believe my proposals will further enhance the value of the business for all stakeholders involved.
Sincerely,


Nate Tobik

Disclosure: Long Solitron Devices

4 comments:

  1. Seems a good letter to me. Wondering how they will respond.

    ReplyDelete
  2. Great Letter Nate, I Fully support it (with my tiny position). Thanks a lot!

    REg

    Floris

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  3. Nate,
    This a great letter. Hopefully, SODI will take the necessary steps to increase shareholder value.

    I had 2 questions, hopefully you can shed some light.
    1. They mention in their 10K that:"The rate of inflation has not had a material effect on the Company’s revenues and costs and expenses, and it is not anticipated that inflation will have a material effect on the Company in the near future. However, sharp increases in the cost of precious metals has had an adverse impact on the Company’s cost of raw materials." I could not find any explanation as to why. Do government grants/subcontracts adjust for inflation?

    2. Their income statement does not show depreciation but it gets added back in the cash flow statement. Do you know if the income is inflated? I know these are audited statements but wanted to get a second opinion as to why this is the case.

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    Replies
    1. Aashiq,

      Thanks for the comment, I'll take a stab at both of your questions.

      1. Yes, but in two parts. The first is some government contracts have inflation adjustments built in. The second answer is most of these contracts are short enough that if inflation were to ramp up Solitron would be continually signing new contracts at potentially higher rates.
      2. This is correct, a lot of companies don't explicitly call out depreciation on the income statement, depreciation is usually included in cost of goods sold.

      Nate

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