Titanium Holdings an out of fashion net-net

Investing is similar to fashion in many ways.  There are trends that are short lived, while other seemingly short lived trends become common place.  Some fashion trends will never be fashionable again no matter their usefulness.  Something like the Dogs of the Dow could be closely approximated to hip/fanny-packs.  In theory they're a great idea, but you don't want to be caught with one, or with that strategy.

Other fashion trends appear and have staying power.  The ETF boom is like casual Fridays.  At first it was alright to leave the coat at home, then a polo and pants were acceptable.  Now we've digressed to the point where people wear hoodies to work and showing up in dress pants or a dress shirt makes co-workers wonder if you're interviewing somewhere else.  ETF's were similar.  A few simple trackers for important indexes as a way to plug a hole in a portfolio.  Like casual Fridays the ETF world has descended into craziness.  No one is buying QQQQ anymore, now it's a reverse-inverse levered grain fund portfolio for farms with a ticker IOWA.

Investing fashion is driven by what the largest funds who are on TV and file 13-F reports are doing.  When the market is in a trough anyone and everyone can buy assets cheaply and buying cheap assets is in vogue.  It's also more of a sure thing.  In the midst of 2008 investors were uncertain about how durable company moats and brands would be in the "new normal".  But most investors were relatively certain that if you buy $1 for $.75 and throw in a profitable funeral parlor, a few F-150s written down to zero and other assorted assets that it's likely they'd get their money back, and potentially a gain as well.

As the market climbs out of a bottom value investing becomes more challenging and more complex.  The great deals of the bottom no longer exist that funds can scale into.  This means the funds and investors guiding the value investing fashion cycle move on from traditional asset bargains to companies with moats, companies that can compound at high rates in normal business environments, and companies that generate relatively high cash flow yields.

Investors follow the guiding lights that are in magazines, on TV, and in the blogs.  There are few original thinkers or original actors in the investing world.  The great news is that one doesn't need to be original to be successful in investing.

Now that the depths of 2008/2009 are far in the rear view mirror the idea that anyone can buy a traditional Graham value stock is almost laughable.  There are few stocks trading below book value, and few net-nets.  Investors are a fickle bunch.  If you asked investors right now most would say book value is meaningless and should be disregarded.  In a crisis book value and net current asset value are suddenly meaningful concepts only to be forgotten in the wake of gains.

If an investor is looking for a traditional value stock, not just a company selling for a lower P/FCF multiple compared to peers one needs to move down the size ladder significantly.  There are no net-nets with two billion dollar market caps.  As far as I know there aren't any net-nets with market caps above $100m in the US.  Net-nets are in markets that only the brave enter such as Japan, or Vietnam, or in extremely small stocks.

Titanium Holdings (TTHG) is an example of an extreme undervaluation in a bull market.  This is a name I've followed for years.  I've owned it off and on as it fluctuated between dramatically undervalued to just undervalued.  I don't own it anymore, but the stock is still attractive at current prices.

One thing that's nice about small companies is they're straightforward.  Titanium Holdings is simple, they own some cleaning supply stores in Texas as well as marketable securities and cash.

The value proposition is clear, they have $1.7m in cash, $348k in securities and $589k in liabilities.  Their net cash position is $1.486m.  The company has 9.228m shares outstanding and a last trade of $.20 meaning their market cap is $1.86m.  If you back out their cash and securities the market is valuing their cleaning supply stories that have a $2.2m book value for $374k.  This is a business that made $72k in the past six months.  If their earnings run rate continues the market is valuing them at slightly over 2x earnings.

Maybe a cleaning supply store in Texas is only worth $300k, I don't know, but it seems quite low.  What I do know is this.  With infrequent trading shares were trading with a quote 50% lower recently.  A buyer at those prices would have been buying this business for less than net cash, and would have only needed to wait a few weeks to double their money.

Titanium Holdings isn't a great business.  The auditors comment on the financials saying the company only discloses the absolute minimum necessary, and if they disclosed more investors might have a different impression.  Maybe there is more than meets the eye here?  We know the company has a majority shareholder who has used company resources to make bad investments in the past.  But the issue isn't the quality of the company, it's the company's valuation.

A savvy investor who keeps their eye on situations like Titanium Holdings can do well.  A question is naturally "How do you even buy shares?"  Here's a small secret, when a buyer of size wants to get out the price craters.  This serves two purposes for an investor, they get to purchase as much as they want at an attractive price.  The lesson is never dump your stake indiscriminately onto the market.

At current prices Titanium is still cheap.  In a sale they'd probably be worth 50% more, although I'd caution and say that a sale is extremely unlikely to happen.  But the company doesn't need to sell for value to be realized.  Value will be realized when stocks like Titanium come into fashion again.  Wearing neon was a bad decision for years, but then suddenly it was back like the 80s never stopped.

Vulcan International: The ultimate oddball stock

Warning: This company is extremely illiquid and management treats investors somewhere between something to be ignored and something to engage with in battle.  Investors are required to sign a NDA in order to receive financial statements.  This idea is only for sophisticated and experienced dark company investors.  I have not signed the NDA and I have not seen the financial statements for this company.  This write-up is based on publicly available details and certain other sources.  If you contact the company they will require you to sign an NDA.  

Some of the allure to investing in dark companies lies in the hunt for information.  Perhaps it’s our legacy hunter-gatherer instincts rearing their head.  Not many investors, if any, have an informational advantage with large cap companies such as Apple, GE, Kraft or Microsoft.  But with a little work any investor can have an almost unfair informational advantage for many dark companies.  

Investors are sometimes like water in that they prefer the path of least resistance.  There is significant resistance related to procuring Vulcan International’s financial statements and other related information, but stepping over that hurdle can be worth it, especially with what seems to be afoot at the moment.

Vulcan is a Delaware incorporated company with a $59.6m market cap.  The company owns a rubber and foam manufacturing company located in Tennessee, a sizable securities portfolio and various real estate holdings including timberland.  The company appears to believe that rubber and foam manufacturing is their main line of business.  If one visits the Vulcan International webpage they are presented with a nice picture of the company’s facilities along with sub-pages detailing specific manufacturing capabilities at the Tennessee location.

Vulcan reports abbreviated earnings on the OTCMarkets platform for investors.  If a potential investor were to examine Vulcan’s website as well as read their press releases they’d likely have the impression that the company was an overvalued manufacturer with some real estate interests.  This is where public perception, created and nurtured by the company’s management over a long period of time, is divorced from the truth.

Now for a brief digression.  There are three stages in a magic trick.  The first is called the “pledge”.  This is the setup of the trick where the audience is shown something ordinary.  Think of Vulcan’s so-called reporting as belonging here.  The second step is called the “turn” where the magician makes the ordinary act extraordinary.  Management’s extreme efforts to block and obfuscate investors fall in this category.  Finally, there is the “prestige” where the effect of the illusion is shown.  Read on magic lovers.

Vulcan International is a holding company that primarily consists of bank equity holdings, including US Bancorp and PNC shares, as well as real estate interests in Ohio and Minnesota.  Their small money-losing rubber and foam manufacturing firm in Tennessee which appears to the general public as the primary asset is in reality essentially an afterthought.

The company’s ownership is dominated by the Gettler family.  Benjamin Gettler, the former CEO passed away in 2013.  Gettler was well respected in the community.  A Google search reveals numerous articles about his community contributions.  At one point Gettler was Chairman of the Board of the University of Cincinnati.  Gettler's stepson is the company President, and two of Gettler's other sons are on the Board along with his widow.

The company was an SEC reporting entity until they filed a Form 15 in September of 2005.  At the time of their last quarterly filing in 2005 they had $58m worth of shareholder equity and assets of $85.74m consisting primarily of $72.6m in marketable securities, some cash and their manufacturing assets.  On the other side of the ledger, the company had a $3.2m note payable as well as some deferred tax liabilities.  It’s worth noting they are currently trading for only slightly more than their book value of 10 years ago.

Vulcan International at one point ran a large manufacturing operation that made bowling pins along with foam plants scattered throughout the US.  Foreign competitors invaded Vulcan’s market and Vulcan’s formerly profitable operations began to lose money.  The company sold off the majority of their factories except for one located in Clarksville, TN.  Past SEC filings show positive income from continuing operations, but these numbers include securities gains as income.  It’s my understanding that the Clarksville factory hasn’t operated profitably in decades if not longer, yet it continues on like some kind of undead creature.

After winding down their foam operations the company found themselves in a strange position.  They had excess capital, but no real reason to exist.  Management began putting their excess capital to work buying a portion of the Cincinnati Club Building in downtown Cincinnati, a second office in Cincinnati, as well as public bank stocks.  It’s worth mentioning at this point that my brother-in-law and his wife held their wedding reception at the Cincinnati Club Building, the facility is beautiful and my guess is the balance sheet value for this asset doesn’t reflect its true value.

It was only a matter of time before the growing equity portfolio outpaced the shrinking manufacturing operations.  At some point it became necessary to ask whether Vulcan should be classified as an Investment Company under applicable SEC rules and regulations.

Fortunately, someone did ask.  That person was Lloyd Miller, Jr., the infamous activist small cap value investor.  Miller owned a significant stake in the company in the 1990s and was on the Board of Directors.  Miller and the company had a falling out and Miller signed a release related to his right to vote his then current shares.  Miller then sold his stake over the next few years. Subsequently, Miller re-established a new position in Vulcan and took part in a rights offering.

Miller’s various legal filings have formed the basis of this article and they are worth a read.  Miller filed one of the most comprehensive books and record requests (Section 220 demand) I have ever seen.  Asking for access to everything from financial statements to board minutes, records related to sale or issuance of stock, as well as all material transactions with any subsidiaries.  

Vulcan countersued Miller alleging that he broke his release agreement by acquiring more shares and attempting to exercise his shareholder rights; a view the court disagrees with.  In the lawsuit Miller claims that Vulcan is an Investment Company under the Investment Act of 1940 and executives have engaged in insider trading.  So far the SEC hasn’t acted in regulating Vulcan as an Investment Company.

All of this is interesting and most likely entertaining, but you’re probably thinking, “Why is this company even being written about?”

While there are some egregious corporate governance issues, the company is an attractive investment.  An investor buying today is effectively purchasing PNC and US Bancorp stock at a large discount to their market prices.  

I’ve noticed a strange and familiar pattern with investors who do obtain the Vulcan financials.  They immediately become as guarded with the information as the company is so they can purchase as large of a stake as possible.  I’ve also heard more than one Vulcan investor mention that this is one of the more attractive opportunities they know of.  This is considerable given the types of investors who invest in Vulcan know the dark market very well. 

Before writing this article I asked what a few investors thought the shares were worth.  They all agreed at least double the current price if not more.

The problem is there are other dark companies trading for 50% of their intrinsic value with bad management.  Companies like this aren’t value traps they are value graveyards.  Places where investor dollars go to sit in the ground and disintegrate.  What’s different about Vulcan?  It seems investors have finally had enough of the Gettler black hole and there is a concerted effort to get the company to open up.

Management has been intentionally vague about the operating results at their Clarksville facility.  This is presumably because they have close personal bonds with employees there, as well as the notion that owning a money-losing factory will somehow help them avoid the fate of being classified as an Investment Company.  The reason Vulcan wants to avoid this classification is because if they were to be classified as an Investment Company they would suddenly be required to be more transparent as well as undergo regulation.  Note that it is extremely difficult if not impossible for a long-standing operational company to comply with the requirements of being an Investment Company.

Management at many dark companies operate with their head buried deep in the sand blissfully unaware of anything outside of their small kingdom.  Vulcan is the opposite.  A Gettler on the Board acts as their outside counsel and is extremely savvy regarding shareholder rights and securities law.  I have been told they play the clueless managers at company meetings, but they are far from it.  This is also why the company vigorously countersued Miller in response to his record requests and various lawsuits.

If shareholders have their way Vulcan International won’t become a value graveyard.  This is because a number of shareholders besides Miller have decided they’ve had enough with management and have decided to push for changes.  The Gettler family controls the company, but without a shareholder register it’s unknown as to their ownership percentage, or how firmly they really are entrenched.  Sometimes management at companies such as Vulcan will act as if they own a majority stake when they don’t actually own a true majority holding.

Management has responded with surprise that there are investors interested in the company.  The CEO has mentioned that changes are underway towards transparency, although nothing has occurred to date and its ultimately it’s unknown what might happen.

Fortunately for shareholders, the Gettlers don’t need to be removed and a shareholder uprising doesn’t need to take place for value to be realized.  Improved transparency is likely all that’s needed before Vulcan shares start to appreciate towards fair value.  Sunlight often is the best disinfectant.
 
There is a very good reason that Vulcan is selling for half or less of its intrinsic value.  They have a management team that has ignored shareholders and actively worked to block information from being released.  Yet, value has a way of being realized, especially if the discrepancy between market price and value becomes too large.  The gap between price and value has become large enough that a number of shareholders are interested in poking and prodding management until the gap closes.  For investors who have a taste for the darkest oddball companies the market has to offer Vulcan International might be worth a look.  If anyone is looking to purchase a sizable stake and help open this company up, please contact me and I can put you in contact with other Vulcan investors.

Recent interviews and podcasts

While I haven't been posting as often as I'd like (and I'm hoping to correct that!) I have been active in co-hosting a microcap investing podcast as well as giving interviews.  I wanted to link to all of these items in case you missed any of them.

Benzinga PreMarket

Here is my most recent interview on the Benzinga PreMarket show:

As always I spoke about banks and other related issues.  So far I've been correct in my prediction that the Fed wouldn't raise rates in 2015, maybe we'll be thrown a bone in December.

Interview with Tim Melvin

I also had a lengthy interview with Tim Melvin of the Banking on Profits newsletter.  Listen here

Microcap Investor Podcast links

As always I continue to co-host the Microcap Investor Podcast with Fred Rockwell.  You can subscribe on iTunes.

Here are a few recent episodes:
  • Talk with Brandon Mackie about Canadian stocks: listen
  • Interview with Wilson Wang of Twin Peaks Capital: listen
  • Talk with Maj Souiedan of GeoInvesting: listen
Microcap Conference

If you missed it I'm working with Fred Rockwell to organize The Microcap Conference in Philly on November 4th and 5th.  We have an exciting list of companies attending as well as a full slate of investor attendees.  There are still a few attendee spots open.

You can find out more information and register to attend on the website below.  The list of companies as well as a preliminary schedule will be posted soon.