ASH GROVE CEMENT CO ASHG
March 19, 2016 - 6:55pm EST by
snarfy
2016 2017
Price: 235.00 EPS 13 0
Shares Out. (in M): 8 P/E 18 0
Market Cap (in $M): 1,900 P/FCF 12 0
Net Debt (in $M): -400 EBIT 150 0
TEV ($): 1,500 TEV/EBIT 10 0

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  • Cyclical
  • OTC
  • Illiquid
  • Share Repurchase
 

Description

Sometimes you just get lucky.  My second idea is due today in order to maintain my VIC membership.  I have had a lot of good ideas in the energy space over the last six months but I was very busy and now they have run up so much I don’t feel right about posting them.   I needed something else in a hurry.  Lo and behold, I opened the mail earlier this week and Ash Grove Cement’s 2015 financial statements had arrived.  Those of you who read my writeup in 2012 (please refer to it for background if you’re interested) may recall that the company is not an SEC registrant, so only shareholders that hold their shares directly with the company receive their financial statements.  I sold most of my position in late 2014 but I kept a couple of shares in certificate form for this purpose.  

What I discovered when I read their statements for 2015 was the single cheapest stock I know of, and they have been performing better than I expected.  This feels like the type of thing that used to happen in the 1970s or 1980s – you open the mail and hey, here’s a really cheap stock!  Over 1/4 of the market cap is in cash and securities (>$50/sh), and it’s trading at less than 12x trailing earnings net of cash, less than 8x trailing FCF net of cash, and less than 6x trailing EBITDA – massive discounts to MLM and VMC which are trading at 14.7x and 18.7x trailing EBITDA.  The discrepancy seems way too big to be justified on the basis of a liquidity discount, which should reasonably be about 30%.  

Look, cement is a cyclical business and it’s been almost 7 years since the last bottom.  Nobody wants to buy at the top.  I get it.  But they’re not making any more cement plants and this stock is just straight up cheap.  With a fortress balance sheet like they have, I can’t see how they would ever need a bailout from Warren Buffett like Vulcan Materials got after taking on too much debt to buy Florida Rock at the peak of the last cycle.  VMC has spent the last 8 years repairing its balance sheet and only now have they gotten their forward debt/EBITDA metric below 2x, thanks mainly to EBITDA growth.  MLM pulled a similar move, taking on a chunk of debt to buy Texas Industries in 2014, and has also just now gotten their forward debt/EBITDA metric below 2x primarily because of EBITDA growth.  If we have a recession and EBITDA shrinks, MLM and VMC’s credit metrics are going to expand again.  Buyers of those stocks are paying big multiples and getting balance sheets that are not worry-free.  Buyers of ASHG are paying a highly discounted multiple and getting one of the strongest balance sheets I am aware of.

What has changed since I closed out my original writeup in November 2014?

  • Ash Grove’s stock has only gone up 11.4% vs. a 30.6% increase in MLM and a 59.5% increase in VMC

  • Ash Grove posted better results than I expected.  They earned >$13/sh last year and generated FCF of >$20/sh (their Midlothian plant modernization project has been completed).  They generated a return on net tangible operating assets of nearly 10.0%, which is better than MLM’s ROIC of 5.4% and VMC’s ROIC of 5.5%.  

  • They spent >$75 million on share repurchases in 2015 (nearly 5% of the market cap) – a highly sensible move given the excess cash and low valuation on the stock.  More importantly, it signals they are not just going to let excess cash sit on the balance sheet forever.  One of my historical concerns about this company has been that since it’s dark in terms of reporting, the valuation may remain depressed for a while.  If you got paid a big dividend then at least you would be getting paid to wait for a re-rating that may never occur, but the actual dividend only equates to a 1.3% yield.  I would prefer a bigger dividend to a buyback, but buying back stock at these prices makes sense and IF it continues it could eventually force the market to reckon with the highly discounted valuation.

  • Ash Grove hired an outside CFO and promoted the prior CFO to President/COO.  Neither man is a member of the founding Sunderland family.  The COO now signs the shareholder reports along with Charlie Sunderland (Chairman/CEO) and Kent Sunderland (Vice Chairman), possibly signaling that succession planning is under way.  Ash Grove has always been run in a responsible manner; after all, the family owns a lot of stock, but I find that sometimes outsiders can come into a culture that has been in place for a long time and find efficiencies that couldn’t have been realized before.  

  • Cement prices have broken out.  After being range bound in the high 70s/low 80s per short ton, Martin Marietta’s ASPs (they bought Texas Industries in 2014) reached $102.44/ST in Q4’15, up 10.5% YoY.  They are guiding to 2016 price realizations of $110-112/ST, +8.4% YoY.  As cement consumption inches higher, it gets closer to the supply wall that exists because of how difficult it is to build new capacity in this country.  U.S. cement shipments increased 3.8% in 2015 to 92 million MT.  U.S. production capacity remains at 100 million MT, virtually unchanged from my original writeup on ASHG back in 2012.  ASHG controls approximately 8% of that capacity.

  • The federal government passed a multi-year highway bill for the first time in years

What’s not to like?  Several things:

 

  • We are seven years off the bottom in terms of this business expansion.  A recession is bound to happen sooner rather than later.  Again, I think that risk is offset to a degree by the low valuation and the net cash balance sheet.

  • Liquidity in this stock is very low.  It only trades 50-100 shares per day on average ($11-22k/d).  This is only suitable for your PA.

  • You have to hold shares directly with the company in order to receive the financial statements, and even then the statements are very high level.  They don’t give you any of the granular operating data investors have come to expect from full registrants like MLM or VMC.  It’s difficult to create a bottom up earnings model for ASHG.  That said, I think these issues are somewhat mitigated by the massively net cash balance sheet and the owner/operator dynamic.

I do not hold a position with the issuer such as employment, directorship, or consultancy.
I and/or others I advise hold a material investment in the issuer's securities.

Catalyst

I'm not going to claim any catalysts.  Watching this stock can be like watching paint dry.  

    sort by    

    Description

    Sometimes you just get lucky.  My second idea is due today in order to maintain my VIC membership.  I have had a lot of good ideas in the energy space over the last six months but I was very busy and now they have run up so much I don’t feel right about posting them.   I needed something else in a hurry.  Lo and behold, I opened the mail earlier this week and Ash Grove Cement’s 2015 financial statements had arrived.  Those of you who read my writeup in 2012 (please refer to it for background if you’re interested) may recall that the company is not an SEC registrant, so only shareholders that hold their shares directly with the company receive their financial statements.  I sold most of my position in late 2014 but I kept a couple of shares in certificate form for this purpose.  

    What I discovered when I read their statements for 2015 was the single cheapest stock I know of, and they have been performing better than I expected.  This feels like the type of thing that used to happen in the 1970s or 1980s – you open the mail and hey, here’s a really cheap stock!  Over 1/4 of the market cap is in cash and securities (>$50/sh), and it’s trading at less than 12x trailing earnings net of cash, less than 8x trailing FCF net of cash, and less than 6x trailing EBITDA – massive discounts to MLM and VMC which are trading at 14.7x and 18.7x trailing EBITDA.  The discrepancy seems way too big to be justified on the basis of a liquidity discount, which should reasonably be about 30%.  

    Look, cement is a cyclical business and it’s been almost 7 years since the last bottom.  Nobody wants to buy at the top.  I get it.  But they’re not making any more cement plants and this stock is just straight up cheap.  With a fortress balance sheet like they have, I can’t see how they would ever need a bailout from Warren Buffett like Vulcan Materials got after taking on too much debt to buy Florida Rock at the peak of the last cycle.  VMC has spent the last 8 years repairing its balance sheet and only now have they gotten their forward debt/EBITDA metric below 2x, thanks mainly to EBITDA growth.  MLM pulled a similar move, taking on a chunk of debt to buy Texas Industries in 2014, and has also just now gotten their forward debt/EBITDA metric below 2x primarily because of EBITDA growth.  If we have a recession and EBITDA shrinks, MLM and VMC’s credit metrics are going to expand again.  Buyers of those stocks are paying big multiples and getting balance sheets that are not worry-free.  Buyers of ASHG are paying a highly discounted multiple and getting one of the strongest balance sheets I am aware of.

    What has changed since I closed out my original writeup in November 2014?

    What’s not to like?  Several things:

     

    I do not hold a position with the issuer such as employment, directorship, or consultancy.
    I and/or others I advise hold a material investment in the issuer's securities.

    Catalyst

    I'm not going to claim any catalysts.  Watching this stock can be like watching paint dry.  

    Messages


    Subject2016 Q2 results
    Entry08/22/2016 02:40 PM
    Membersnarfy
    • This is still the cheapest stock I know of, and it's still like watching paint dry
    • Net income rose 19.9% YoY
    • EPS grew 26.6% YoY, aided by share repurchases (mostly in Q1'16)
    • The share count fell 5.3% YoY; now stands at 7.5mm
    • Tangible book value per share now stands at $210.81; stock is priced at 1.15x
    • Net cash and securities per share is $60.36
    • LTM ROIC (on the basis of net tangible operating assets rather than book capitalization) is 12.1%
    • LTM EPS is $18.01; stock has a trailing P/E of 10.1x net of cash
    • LTM FCF/sh is $25.78; stock is priced at 7.0x trailing FCF net of cash (capex running lower than depreciation now that big projects have been completed)
    • https://www.dropbox.com/s/q65i3ucby8vf4id/2016%20Q2%20Quarterly%20Update%20-%20Ash%20Grove%20Cement.pdf?dl=0

    SubjectRe: 2016 Q2 results
    Entry08/23/2016 09:07 AM
    Membergocanucks97

    hi snarfy, thanks for the continuous update on this name. 

    i know the stock is very cheap on trailing numbers. but any thoughts on what normalized EPS should be? where does current margin compare to prior peak/trough? and given how muted the cycle has been, is it reasonable to assume the cycle to be longer? 

    i know MLM/VMC have been super strong partially because there is a belief that we would see a massive infrastructure program after the general election. definitely not priced in ASHG, right? 


    SubjectRe: Re: 2016 Q2 results
    Entry08/26/2016 10:00 AM
    Membersnarfy

    You bet.  I agree - a massive infrastructure program after the general election is not priced in at ASHG with the stock trading at 10x trailing P/E net of cash vs. MLM at 34x and VMC at 43x.
    The stock is so cheap that I don't think one needs answers to your other questions in order to own it (whereas you almost certainly do with MLM/VMC), but let me scratch around and come up with some numbers because it would be a good exercise to do.


    SubjectRe: Re: Re: Update/Reality Check
    Entry01/19/2017 09:09 AM
    Membersnarfy

    If you hold them in a brokerage account you won't receive anything.

    If you hold shares directly with the company they will automatically mail you the report every quarter.

    So, I have a certificate for just two shares that I hold directly (why not just one share?  I forget) in order
    to ensure I get the reports automtically and I own the rest of the shares in brokerage accounts.


    SubjectRe: Re: Re: Re: Re: Update/Reality Check
    Entry01/19/2017 05:09 PM
    Membersnarfy

    Secret option number 3 is the pro move if you ask me.


    SubjectSnarfy - any update on ASHG?
    Entry05/08/2017 04:08 PM
    Membercan869

    Any update to your view on this one?


    SubjectRe: Snarfy - any update on ASHG?
    Entry05/09/2017 10:05 AM
    Membersnarfy

    No change.  I recieved the Q1 update in the mail yesterday.  Will post it shortly.


    SubjectRe: Re: Snarfy - any update on ASHG?
    Entry05/09/2017 06:21 PM
    Membergrizzlybear

    Hi, do you have the 2016 annual ? Thanks.


    Subject2016 annual report
    Entry05/10/2017 12:40 PM
    Membersnarfy

    https://www.dropbox.com/s/gddeakbo5h11e74/2016%20Annual%20Report%20-%20Ash%20Grove%20Cement.pdf?dl=0


    SubjectQ1'17 results
    Entry05/10/2017 12:44 PM
    Membersnarfy

    https://www.dropbox.com/s/rxvu417l30psye0/2017%20Q1%20Quarterly%20Update%20-%20Ash%20Grove%20Cement.pdf?dl=0

     

    • $225 TBVPS; stock priced at 1.24x
    • $77 net cash and securities per share 
    • $18 LTM EPS; stock priced at 11.3x net of cash vs. 24.1x for peer group (MLM/VMC/USLM/EXP/CX/SUM)
    • $22 LTM FCF/sh; stock priced at 9.2x net of cash
    • Trading at 4.9x LTM EBITDA vs. 13.0x for peer group

    SubjectBusiness & Valuation Update
    Entry06/29/2017 08:05 PM
    Memberzbeex

    Snarfy,

     

    Thank you for your work and commentary on Ash Grove Cement over the past few years.  After reading your work and Broncos, we decided to take a look.  What we found is a terrific set of assets that are operated well and, despite the lack of transparency (arguably secrecy), a pretty shareholder friendly company.  In summary, we found (1) a good business, (2) an egregiously low valuation and (3) the likelihood that we are entering good timing in the cycle.  We will summarize some points that we found on these three below to add to the conversation.  In addition, there is a peculiar, value unlocking catalyst which we are trying to better understand and will put in a separate message:

     

    1)   Good Business: At the very high level, we found that Revenue per Share and Tangible Book Value per Share (excluding GW & Amortization) have compounded at a 6% and 8% rate respectively over the past 20 years.  The company also has not suffered an operating loss in (at least) the past 20 years.  This includes the financial crisis when they still generated nearly $150M of EBITDA and $50M of after-tax FCF at the bottom of the cycle.  For a business that is best defined by regional oligopolies/monopolies, Ash Grove has strong market share of domestic manufacturing capacity within 300 mile radius’ of their facilities.  We estimate the annual capacity of the facilities and Ash Grove's market share of capacity within 300 miles radius elow. This obviously doesn’t account for their 3M tons of combined import capacity in Portland and Houston.

     

     

    Based on USGS data from 1992 to 2013, we estimate that their regional markets have outperformed the U.S. cement industry by roughly 3% on price and 1% on utilization on average.

     

    Finally, while the Company doesn’t break out its segments, we do know that it has vast rock resources for its cement business as well as a smaller aggregate/ready mix business.  In this regard, the Lyman-Richey is the largest wholly owned corporate subsidiary of Ash Grove providing ready mixed concrete, sand, gravel, and related construction materials through nine operating customers across the Midwest.  Founded in 1884, it now has over 50 permanent locations with roughly 800 employees.  As a matter of context Martin Marietta (a $16B company) has roughly 8000 employees.  Not like for like we are sure, but this implies a value to Lyman Richey of $1.6B which compares to roughly $1.2B in Enterprise Value (excluding pensions) and $1.4B in Enterprise Value for all of Ash Grove.

     

    2)   Egregiously Low Valuation: For those checking Bloomberg, the financials on Bloomberg are very old.  For an updated reference, Ash Grove has 7.34M shares outstanding (basic & diluted).  At $250/share, the MC is $1.834B.  The company has $642M of Cash, Short-Term Investments, and Available-for-Sale Securities on its books.  It has $39M of debt.  So net cash is $603M.  They also have a pension which is underfunded by roughly $170M.  So EV is either roughly $1.23B or $1.4B depending on whether you want to count pensions or not. In 2016, they did $316M in EBITDA.  We estimate $335M in EBITDA for 2017.  So we are talking 3.6x-4.1x 2017E EBITDA.  Comps are above 10x (some more like 15x).

     

    3)   Good Timing in the Cycle: Without getting too much into the weeds here, a combination of regulatory, geographic, and funding/time horizon hurdles has effectively capped material new capacity in the United States for at least a while.  If you look at historical data provided by the Portland Cement Association going back to 1993, we are effectively 10%-15% below our normal cement demand per capita in the United States.  Since infrastructure on bridges/roads is 5x as cement intensive as residential or commercial development for a dollar of construction, a general increase in federal/state (or even private) spending should bring us back toward a normalized level over the next 3-5 years.  The FAST Act should start to let (result in actual cement use) over the next few months and various states have approved additional gas taxes and spending on roads/highways.  This trend will tighten the market from roughly 85% of practical domestic capacity today (and roughly 33% of import capacity) to low 90%s of practical domestic capacity (and probably 60%+ in imports).  Historically, pricing rises by a multiplier of changes in utilization. The chart below looks at pricing with a 1-year lag to utilization changes, it appears that pricing rose at roughly 3.6x the change in utilization in the late 1990s and roughly 7.7x in the mid 2000s. :

     

    Utilization.png

     

    From a future EBITDA/FCF perspective, we take the base case volume forecasts from the Portland Cement Association and apply volume growth at a 1% lesser rate annually for Ash Grove through 2021.  This is roughly a 4% volume CAGR through 2021.  Then we apply roughly a 2x Price change to change in Utilization for the Company.  When you flow through the analysis, Ash Grove is generating roughly $600M in EBITDA in 2020 and $700M in EBITDA in 2021.  This equates to roughly $335M and $400M in after tax FCF in 2020 and 2021 including funds for both maintenance and growth capex.  More shockingly, assuming today’s dividend, capex in the $100M-$120M annual range (v. $84M in 2016), and no buybacks, the company will have over $1.5B in net cash and securities on its books.  It will be a Net Net opportunity!

     

    Finally, we think there is a strong basis for a strategic capital allocation or some transformative catalyst is coming.  We are putting this on a separate post and we appreciate any feedback and help in thinking this through. And again, thanks to Snarfy and Broncos for the introduction to the idea.  

     


    SubjectQ2 results?
    Entry08/10/2017 11:36 AM
    Memberbyronval

    Does anybody have the Q2 results? If so, could you post please? Thanks. 


    SubjectQuestion
    Entry08/29/2017 05:37 AM
    Membercoyote

    Dear snarfy,

    I have a very intimate question about this company. If you could contact me at raleon30@gmail.com that would be appreciated. It is one of this rare cases in which one prefers to keep things private, no disrespect for the VIC community and its members. 

    All the best. 


    SubjectRe: Congrats!
    Entry09/21/2017 03:27 AM
    Membercoyote

    Jackpot!


    SubjectRe: Re: Re: Congrats!
    Entry09/21/2017 09:08 AM
    MemberNAS

    A triump of value investing.  Congratulations! 


    SubjectRe: Congrats!
    Entry09/21/2017 09:54 AM
    Membersnarfy

    Great catch, zbeex.  Yes, ~$550/sh is my reading of the press release.  
    Amazing that it could open so far below that level.  I bought more at $490-500.
    The press release certainly wasn't as clear as it could have been.  

    Namaste, yogis


    SubjectRe: Re: Thanks, Snarfy!
    Entry09/21/2017 10:00 PM
    Memberzbeex

    Thank you to this informative board and for the kind words.  Quick question - there appears to be a 15 day 'go shop' window here.  If that is the case and our best guess is that this hasn't had a full on 'process', might other buyers come out of the woodwork?  Frankly, we find the valuation fair...but not full.  Any thoughts on likely entrants?  Anyone know if they really did run a full on process?  

    Anyway, thanks again for the sharing of materials and thoughts...value of a community.  Good stuff.  


    SubjectSpoke with the company yesterday
    Entry09/27/2017 11:59 AM
    Membersnarfy

    In the next few weeks they will be mailing out a document that is the functional equivalent of a proxy.
    With respect to tax planning, they don't know yet if the special dividend or the transaction closing will
    happen in the 2017 tax year or 2018.


    SubjectRe: Competing Bid
    Entry10/06/2017 08:51 AM
    Memberlordbeaverbrook

    great news!  what is the value of the competing offer on a per share basis including cash?  is it something like $570?


    SubjectRe: Re: Competing Bid
    Entry10/06/2017 02:01 PM
    Membersnarfy

    The CRH bid was $531-548 taking into account both the acquisition price and the special dividend.  Assuming the competing bid from Summit leaves the special dividend unchanged, it represents an incremental $27-41 per share, for total consideration of $558-589.  Upside from the current quote of ~$540 is 3.4-9.0%.  Assuming the deal closes at the end of Feb-2018 (a pure guess), that's an IRR of 8.1-22.5%.  


    SubjectRe: Re: Re: Competing Bid
    Entry10/06/2017 02:09 PM
    Memberabcd1234

    CRH has a $131 million termination fee so the incremental value of $2-300 million is actually only a net $69-169 million to shareholders, or a $9-23/share upflift from the prior offer.  I'm far from an M&A expert - does anyone see any antitrust risk or any other reason this deal would not go through?  Thanks.


    SubjectRe: Re: Re: Re: Competing Bid
    Entry10/06/2017 06:21 PM
    Membersnarfy

    Good catch.


    SubjectRe: Re: Re: Re: Competing Bid
    Entry10/06/2017 07:51 PM
    Memberlordbeaverbrook

    abcd1234 -- should we tax effect the termination fee... not sure how these are treated...


    SubjectMerger docs
    Entry10/25/2017 07:41 PM
    Membersnarfy

    Just got the proxy in the mail.  Here are scanned copies of the background and fairness opinion sections in case anyone is interested.

    I thought it was very interesting that when they decided to sell the company, the first two potential buyers they approached turned
    them down because they thought the market was overvalued.  Four additional companies were involved in the process, on top of CRH,
    and apparently none of the other bids came close.  

    I sold all my MCEM.  If it doesn't get acquired soon there's not much reason for it to stay at these levels post-ASHG bounce.  A deal probably
    wouldn't occur until the top of the next cycle unless SUM has a hole burning in its pocket.

    https://www.dropbox.com/s/t7p3b8vdn842934/Fairness%20Opinion.pdf?dl=0
    https://www.dropbox.com/s/33rdoseak3x887s/Background%20of%20the%20Merger.pdf?dl=0

     

     

     


    SubjectRe: Re: Merger docs
    Entry10/26/2017 05:15 AM
    Membererst1071

    Can you please elaborate on this?


    SubjectRe: Merger docs
    Entry10/26/2017 07:54 AM
    Memberbowd57

     

    Hi, Erst10710 --

    Well, it doesn't seem to have leaked, and the board refused to shaft outside shareholders, both of which are shocking violations of traditional Wall Street, etc.

    Yours,

    Bowd

     


    SubjectRe: Re: Merger docs
    Entry10/26/2017 01:43 PM
    Membersnarfy

    Agreed.  Never thought the Street would stoop this low.


    SubjectQ3 results
    Entry11/16/2017 12:34 AM
    Membersnarfy

    https://www.dropbox.com/s/a9y0sobd11jahgt/2017%20Q3%20Quarterly%20Update%20-%20Ash%20Grove%20Cement.pdf?dl=0


    SubjectRe: Re: Re: timing of deal/dividend
    Entry02/21/2018 02:50 PM
    Membersnarfy

    I don't have any insights.  I actually sold all my stock already.  Your comment reminded me to close out the position here on VIC.  


    SubjectRe: Re: Re: Re: Re: timing of deal/dividend
    Entry02/22/2018 09:50 AM
    Memberlordbeaverbrook

    thanks for the insight zbeex.  i'd add that tax reform (which was passed well after the acquistion was announced) should make ASHG a lot more valuable (def. tax liabilty was very large at ash grove and all income is US based).


    SubjectRe: Re: Re: Re: Re: Re: timing of deal/dividend
    Entry02/22/2018 09:51 AM
    Memberzbeex

    Great insight on DTL.  Had forgotten about that.  Thanks!


    SubjectRe: Visit to KC
    Entry04/24/2018 10:13 AM
    Memberhbomb5

    Very helpful.  Thanks

    Any updates on the closing date, per your meetings with the management.  IR rep estimated the closing to be end of this month last time we called end of March.  FTC approval was approximately one week away at that time.  CRH was expecting mid April closing.  

     

     


    SubjectRe: Re: Re: Visit to KC
    Entry04/24/2018 11:53 AM
    Memberhbomb5

    I estimate the acquisition price per share would be around $540 based on original estimate.  I think over the winter months, ASHG may have not built too much of cash due to the seasonalilty.  Do you think the PPS estimate is reasonable?  Thanks


    SubjectRe: Re: Re: Re: Re: Visit to KC
    Entry04/24/2018 01:26 PM
    Memberlordbeaverbrook

    thanks so much for your insight zbexx.  is the pre-closing dividend/distribution still expected (or should we expect to receive only one payment)?  also, is the change in the statutory corp. tax rate going to have any impact (the deferred tax liability is massive)... i remember you mentioning that investments were sold prior to year-end (at the higher tax rate) so no impact there... but just wondering if revision on deferred taxes (related to fixed assets, etc.) will have any impact on the take-out price... thanks.


    SubjectRe: Re: Re: Re: Re: Re: Re: Visit to KC
    Entry04/25/2018 07:25 AM
    Memberlordbeaverbrook

    thanks so much zbeex for all your insights.  i'm going to be realizing short-term gains on the transaction, so i'm hoping we get a nice chunk of the money through a dividend...

     


    SubjectRe: Re: Re: Re: Re: Re: Re: Re: Re: Visit to KC
    Entry04/25/2018 02:56 PM
    Memberchewy

    Re: the deferred tax liability, we spoke with the Company and they noted to us that it doesn't impact the merger consideration. In other words, the DTL declining won't increase the payout to shareholders. 

    Also, we were told that the year-end pension and OPEB is a fair estimate of where they believe it will be at closing.  While interest rates have moved up a little bit, pension asset values have fallen with generally weak markets.  So the impact is neutral.

    Lastly, to chime in, it seems that a fair bit of cash was consumed in Q1 and that has continued through the current time given bad weather in the MidWest (it's raining today in MidWest).  The company did their best to kill expectations for consideration above the high-end of the range and specifically noted that it was likely that the merger consideration (the $449-454/sh) would be around the mid-point.

    So it seems that if one owns this, one should hold as closing should be soon.  But very unlikely that there's material upside unless anti-trust drags deal close into Q3.  And if that's the case, i think we'll all be sh*tting bricks that the deal hasn't closed.


    SubjectRe: Re: Re: Re: Re: Re: Re: Re: Re: Re: Re: Visit to KC
    Entry04/25/2018 04:59 PM
    Memberchewy

    We spoke to the Company this week and were surprised as well that they were guiding us towards not much of a benefit. Perhaps they are just being conservative, but we noted the higher interest rates and pushed pretty hard and they said net of other adjustments like working capital that they're confident they'll be in their original range.  


    SubjectRe: Re: Re: Re: Re: Re: Re: Re: Re: Re: Re: Re: Re: Visit to KC
    Entry04/25/2018 05:58 PM
    Memberchewy

    They did repeat that to us. Although this was our first time speaking to the Company, and they did seem very confident that there weren't any outstanding regulatory issues, and it was just a matter of finalizing paperwork. It sounded to us that a close in middle to late May was most likely. 

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