Wednesday, 17 April 2013

Apollo Group

While doing some work on K1 Venture, I realized that quite a number of the US listed for profit education stocks are trading at rock bottom valuations. We are talking about EV/EBITDA of <2x. Undoubtably, they are very cheap. But, are those valuations justified? Most of the time, cheap assets are cheap for a reason, and they stay that way. It is the job of a good value investor to do a thorough investigation to prove otherwise.


Education Sector
The for profit education in America has come under attack in the last two years, following a report released by the Senate Committee on Health, Education, Labour and Pensions. It addresses the concern that many for profit colleges are funded by tax-payers, since most of their students take on federal funded student loans. Yet in 2008-2009, more than half of the students who enrolled in these colleges left without a degree or diploma within a median period of 4 months. For profit colleges spent a disportionate amount of resources on recruitment, with an estimated 2.5 recruiter for every support service employee. The ratio of recruiters to career services staff is even worse, at 10:1. Many students complained that while there were no problems with finding someone to speak on enrollment, help was nowhere to be found when student wanted career or employment advice.

The report itself is rather damning - a tell it all on how pro-profit colleges lured students on board, leaving them with an un-recognised degree and a mountain load of debt. I will leave it to you to plough through if you are keen. Reading all these anecdotes, one might come to an immediate conclusion that there is no way these organisations should be allowed to keep up with such predatory behavior. Morally, I agree. Rationally, I believe they will still be allowed to operate, just in a less aggressive form. Many of these companies have spent a lot of money lobbying for more lenient regulations. What is most likely to happen is a period of restructuring and transitioning, to improve educational standards and student services. Some schools will be shut down but other will remain. The trick here is to identify who the survivors are, and how profitable the business model will be under the new regime.


Senate's recommendations
Following their investigation, the Senate recommended a number of changes. The ones which are most relevant to our investment thesis here are:

i) Establish a uniform and accurate methodology for calculating job placement rates,
ii) Tie access to Federal funding aid to meeting minimum student outcome thresholds,
iii) Improve cohort default rate tracking by expanding the default reporting rate period beyond 3 years,
iv) Require that for profit colleges receive at least 15% of revenues from sources other than Federal funds,
v) Create an online student complaint clearinghouse, managed by the Department of Education, for the collection and referral of student complaints to appropriate overseeing agencies, organization and division,
vi) Enforce minimum standards for student services that include tutoring, remediation, financial aid, career counseling and job placement.

What all these means is that, for profit colleges will need to spend more to enhance their offering. They need to be more selective on the kind of students they take in to ensure a minimum level of academia standard. More importantly, for-profit colleges need to ensure that their students are employable when they graduate.  Note that the report does not recommend that for education colleges be shut down. Rather, it aims to further regulate these entities and improve their academic standards. In the words of the report:
"American taxpayers are the single biggest investor in for-profit colleges, yet the government that holds their trust has little ability to ensure that they get the return on investment they deserve: educational and career success for the students who enroll. If for-profit colleges are going to deliver on the promise of a path to the middle class and to job security for students who might not have otherwise succeeded in higher education, Congress must put in place a much more rigorous regulatory structure that incentivizes the sector to make the financial investments necessary to result in higher student success.
As for the listed for profit-colleges themselves, margins and ROEs are expected to come down as they invest to build their education offerings. Revenues are shrinking now, but when they rebound, they will grow at a much slower rate then the boom years of 2000-2010. This is due to a reduction in their recruitment force and less aggressive recruitment methods.


Apollo Group
Apollo Group (APOL) is the largest listed for profit education company, and one of the pioneers of the modern for profit education model. Its main campus is the University of Phoenix, which is the nation's largest regionally accredited private university. University of Phoenix accounts for over 90% of APOL's revenue. APOL also owns campuses in other parts of the world, including BPP Holdings in the UK, Universidad de Artes - Ciencias y Comunicacion in Chile and Universidad Latinoamericana in Mexico. APOL runs a PE fund as a JV with The Carlyle group, investing in the international education services industry.

Income Statement (US$m) 2007 2008 2009 2010 2011 YTD 3Q2012






Revenue 2,724 3,141 3,953 4,926 4,733 3,279
Instructional and student advisory (1,237) (1,350) (1,568) (1,733) (1,774) (1,356)
Marketing (659) (801) (953) (624) (655) (484)
Admission Advisory (466) (415) (298)
General and Admin (202) (215) (286) (301) (356) (252)
Provision for uncollectible accounts receivables 0 0 0 (283) (181) (133)
Depreciation and amortization 0 (146) (159) (108)
Goodwill and other intangibles impairment 0 0 0 (185) (220) (17)
Restructuring and other charges 0 0 0 0 (23) (29)
Litigation and (credit) charges, net 0 0 (81) (178) 12 (5)
EBIT 626 775 1,066 1,011 961 597
Other income, gains and losses 1 7 (7) (1) (2) 0
Financial income 31 30 13 3 3 1
Financial expenses (0) (3) (4) (12) (9) (7)
Profit before Tax 657 808 1,067 1,001 954 591
Tax (248) (314) (457) (464) (421) (248)
Net Profit 409 494 610 537 533 343
Net profit attributable to shareholders 409 477 598 553 572 347
EBITDA 626 775 1,066 1,341 1,340 721
FCF 469 527 261 860 735 256
No. of shares (millions diluted) 174 166 160 153 142 125
EPS 2.36 2.87 3.75 3.62 4.04 3.69
PE 7.51 6.15 4.71 4.89 4.38 4.79
PCF 6.54 5.56 10.80 3.14 3.41 6.48
EV/EBITDA 2.69 2.00 1.52 0.97 0.77 2.11
EBIT  Margin 23.0% 24.7% 27.0% 20.5% 20.3% 18.2%
Net Margin 15.0% 15.7% 15.4% 10.9% 11.3% 10.5%


Revenue has plateaued in 2010 and have been slowly declining since. Margins have also been on a downtrend. Fortunately, this is a business model which generates a lot of free cashflow. The management has put this cash to work through share buybacks and acquisitions. Their balance is relatively clean with little debt. Thus, the threat to their business model is political rather than financial. With the amount of free cashflow they are generating, they are in no need of cash for restructuring. Whether APOL is cheap or not depends on (i) whether APOL can be allowed to continue operating and (ii) when enrollment numbers/revenue will stabilise and rebound.


Risks
i) Risk of revoke of accreditation status. APOL received a notice of Probation of their accreditation status from the HLC in February earlier this year. HLC found compliance issues with its administrative structure and governance. Basically, HLC didn't think University of Phoenix has sufficient autonomy relative to the parent corporation APOL. It should be pointed out that the review team found the Phoenix was in compliance with substantially all of the other Criteria of Accreditation, including the criteria associated with academic matters and student services. The HLC team notes that the University is well-resourced and innovative, and has many strengths, including a high level of relevant student services and technology and systems that benefit students and provide a consistent approach to facilitate learning across its programs and facilities. Whether APOL will ultimately be put on probation, the decision will only be made June 2013. And if APOL is put on probation, it has until the fall of 2014 to address the non-compliant issues.

ii) The 90/10 rule of the Higher Education Act - Any proprietary institutions will be ineligible to participate in Title IV Program (Federal student aid program) if for any two consecutive fiscal years it derives more than 90% of its cash basis revenue from Title IV Program.

iii) Student Loan Cohort Default Rates - An educational institution will lose its eligibility to participate in some or all Title IV programs if its student loan two-year cohort default rates equals or exceeds 25% for three consecutive cohorts or 40% of any given cohort. Starting with the 2011, institutions' student loan three-year cohort default rates must also not equal or exceed 30% for three consecutive cohorts or 40% of any given cohort.

iv) A worsening of the US economy leading to continued poor demand for education.

In my opinion, (i) above is the biggest risk to the company. However, I think it is a problem which can be resolved. This involves changing the board of directors of the University. Many analysts believe the risk of loss of accreditation is low as well. APOL has an estimated 25% market share of the for-profit education sector. This could easily be a witch hunt where the regulators have to be seen doing something. But to go that far as to close down the market leader in the sector? That would be tantamount to saying that the whole for-profit sector has to go.

The rest of the risks pointed out above are not major issues. Based on data released by the company shown below, both (ii) and (iii) appears to be stabilizing.  (iv) is only a problem if Europe goes further into recession or China slows down further. Otherwise, I expect the US economy to continue its recovery trajectory.


Two Year cohort default rates 2004 2005 2006 2007 2008 2009 2010 2011
Universty of Phoenix 7.5% 7.3% 7.2% 9.3% 12.9% 18.8% 17.9% 14.3%
Three Year cohort default rates 2003 2004 2005 2006 2007 2008 2009 2010
Universty of Phoenix N.A. N.A. 11.4% 10.3% 15.9% 21.1% 26.4% 26.1%
90/10 Rule Percentage 2007 2008 2009 2010 2011 2012
Universty of Phoenix 69.0% 82.0% 86.0% 88.0% 86.0% 84.0%


Investment Thesis
i) Strong balance sheet, little debt, net cash of $6.60 per share.
ii) Strong cashflow generative business model.
iii) Aggressively buying back shares for the past two years, reapprove another US$250m shareback program.
iv) Industry leader with the most number of student.
v) Management making an effort to address the concerns of the senate.
vi) Restructuring by shutting down 115 of its locations representing 40% of its total square footage. This is expected to reduce operating expenses by at least $350m by FY2014.


Scenario Modeling
Let's plug in some revenue and EBIT/net profit margin assumptions for a quick and dirty scenario modeling. How much will revenue have to contract before it is no longer cheap at the current price. Notice that I do not expect EBIT and net profit margins to drop significantly. Historically, between 1996 and 2011, EBIT margins has ranged between 16% - 31% while net profit margin has ranged between 10% - 19%. Margins were much lower before 1996 (<10%) but that was before APOL had nay scale in its operations. Revenue in 1995 was only US$163m, a far cry from the US$4bn now.


Base Case E2012 E2013 E2014 E2015
Revenue 4,372 3,500 3,000 3,250
EBIT 787 630 510 553
Net Profit 437 350 270 293
EPS 3.50 2.80 2.16 2.34
PE 5.05 6.31 8.19 7.56
EBIT Margin 18.0% 18.0% 17.0% 17.0%
Net Margin 10.0% 10.0% 9.0% 9.0%



Bull Case E2012 E2013 E2014 E2015
Revenue 4,372 3,700 3,500 3,700
EBIT 787 666 630 666
Net Profit 437 370 350 370
EPS 3.50 2.96 2.80 2.96
PE 5.05 5.97 6.31 5.97
EBIT Margin 18.0% 18.0% 18.0% 18.0%
Net Margin 10.0% 10.0% 10.0% 10.0%


Bear Case E2012 E2013 E2014 E2015
Revenue 4,372 3,500 2,500 2,750
EBIT 787 595 400 413
Net Profit 437 315 200 220
EPS 3.50 2.52 1.60 1.76
PE 5.05 7.02 11.05 10.05
EBIT Margin 18.0% 17.0% 16.0% 15.0%
Net Margin 10.0% 9.0% 8.0% 8.0%

The projections are contingent on APOL passing the accreditation probation in 2014. I expect an enrollment and revenue recovery in FY2015 after the hangover from accreditation has passed. Under the three scenarios I have highlighted above, APOL still appears very cheap. Historically, free cashflow generation has been equal to or even higher than net profit. We shall use EPS as a quick approximation to FCF per share here. Even under the bear case scenario, APOL trades at a PE of 10x, which is a 10% FCF yield in FY2015. This is definitely undervalued territory. Again, I have to emphasize this is only if APOL passes the accreditation process. Personally, I will be watching this very closely and may swap one of the positions in my portfolio for this.

Monday, 8 April 2013

Apple LEAPS

I picked up some long-dated Apple options recently as a value play, seeing how it has fallen back to its 52-week lows. I think the outcome of this position will be binary. Either it makes a lot of money when it expires or fails terribly making me look like an idiot.  A portfolio manager once told me,  buying value for Tech just doesn't work. One doesn't have to look too hard see that. Just check out Blackberry (Research In Motion).

For those who are not familiar with LEAPS, here's the full name -> Long-Term Equity Anticipation Securities. Basically they are publicly traded option contracts with expiration dates that are longer than a year. Joel Greenblatt mentioned the use of LEAPs in his book (You can be a Stock Market Genius) to lever up positions cheaply. This being said, options are not for everyone and definitely should not be a significant portion of your portfolio. The only exception is when you are a derivative trader in a bank. Otherwise, LEAPS can be quite useful when the following criteria are met:

(i) You have a strong view on a stock which you believe will be realised in 1-2years.
(ii) The target company does not pay significant dividends.
(iii) You believe your downside risks are small compared to the upside.

The flaw is that, LEAPS are typically only available for the large cap US stocks and have fairly low liquidity. I would only be considering deep in-the-money options here. This limits your downside. In the event that the stock goes nowhere for a year or two, you still have the option of exercising the option.

Based on Optionsxpress, an Apple Jan 2015 option with strike 330 is trading at US$114.75. At the current Apple share price of US$424, This represents an option premium of about US$20.4. Taking out the dividend payout of US$2.65 per share every quarter, the actual option premium is only US$1.85 for 21 months. The carry cost of the option would be (2.65*4 + 1.85*(12/21)) = US$11.65/annum. This only amounts to 2.75% of the stock price. Not a bad deal for cheap leverage. At a target price of US$550 for Apple, I expect an upside potential of ~90% for this option, well in excess of my return requirement should things go well. But of course, things could go the other thing, with Apple falling to below US$400. In this case, my position could easily half. Options are a double edged sword. Nonetheless, I believe at these levels, the downside risk for Apple is fairly limited.

Investment Thesis

Income Statement (US$m) 2007 2008 2009 2010 2011 2012
Revenue 24,006 37,491 42,905 65,225 108,249 156,508
COGs (15,852) (24,294) (25,683) (39,541) (64,431) (87,846)
Gross profit 8,154 13,197 17,222 25,684 43,818 68,662
R&D (782) (1,109) (1,333) (1,782) (2,429) (3,381)
SGA (2,963) (3,761) (4,149) (5,517) (7,599) (10,040)
EBIT 4,409 8,327 11,740 18,385 33,790 55,241
Other income, gains and losses 599 620 326 155 415 522
Profit before Tax 5,008 8,947 12,066 18,540 34,205 55,763
Tax (1,512) (2,828) (3,831) (4,527) (8,283) (14,030)
Net Profit 3,496 6,119 8,235 14,013 25,922 41,733
CFO 5,470 9,596 10,159 18,595 37,529 50,856
Capex (986) (1,199) (1,213) (2,121) (7,452) (9,402)
FCF 4,484 8,397 8,946 16,474 30,077 41,454
No. of shares (diluted) 878 902 907 925 937 945
EPS 3.98 6.78 9.08 15.15 27.68 44.15
DPS 0.00 0.00 0.00 0.00 0.00 2.65
PE 106.68 62.66 46.81 28.05 15.36 9.63
Ex-Cash PE 106.68 62.66 42.68 24.40 12.21 6.75


First some quick numbers. I won't go on about how Apple has been a success. The point I want to make here is, take a look at free cashflow generation. After budgeting for Capex, Apple generates US$41bn of cash as of end FY2012. This is a money printing machine. Based on the most recent quarterly report, Apple has over US$130bn in cash on its balance sheet. This is about a third of its market cap. Ex-cash, Apple's trailing PE is a measly 6.75. Best of all, most analysts expect Apple's top and bottom line to continue growing, albeit at a slower rate. A value investor might say, what's there not to like? The problem is that this is Tech, and the Tech industry has a nasty habit of being unpredictable and changing too fast.

Harbor no illusions, Apple is indeed in a tight spot. The smart phone sector is becoming more competitive. Besides Samsung, who is gradually eating Apple's lunch, Chinese manufacturers Huawei and ZTE are entering the market with cheap and affordable models. Worse, smartphone designs are converging. Competitors have no qualms about copying the designs of the market leaders. Even in the tablet space, the other companies like Amazon and Samsung are catching up.

Nonetheless, I believe on a mid-term horizon, Apple has been oversold. Apple used to be the most popular stock among US hedge fund managers, and now that position has been overtaken by AIG. What was once the most favored momentum trade for hedge fund managers has now come to an end. Obviously, there were a lot of losses to be cut, and much selling to be made. Since the 52-week high in Sep 2012, the glamour and hype around the stock is gone. The momentum players would have largely exited leaving behind a more stable shareholder base. Unless the US market shows a significant correction, I do not think Apple will fall any further.

On a mid-term basis, there are a couple of good things going for the stock. Tim Cook, the current CEO, has initiated dividend payout and shown to be more shareholder friendly. Many analysts also believe dividend payout ratio will rise significantly from here. On the other hand, there has been an active push from David Einhorn, a prominent hedge fund manager, for Apple to return excess capital to shareholders. David is well known for been spotting financial frauds. In fact, he has been so successful that as a short seller that stocks get "Einhorned" when he talks publicly about them. I believe Apple will gradually pay out some portion of the cash from its balance over the next two years. That in itself will be a catalyst for share price appreciation.







Monday, 1 April 2013

K1-Ventures

I constantly find it difficult to find any stocks of interest in my local Singapore stock exchange, perhaps due to the lack of diversity. Companies listed on the SGX are commonly property names (which I do not touch simply because I do not like their business model and have no particular strong insights on property prices), ODM or OEM manufacturers, oil and gas names or commodity producers. All of those industries requires a strong understanding of their respective industries which are driven by politics or global marco-economic forces. Therefore, I rarely get the conviction to pull the trigger, even though at times the prices look cheap.

A few days ao, I chanced upon a mid-cap stock and broke my extended idea generation drought for the Singapore market. (Actually this wasn't my idea. I was just coat-tailing Benjamin Koh of Lighthouse Advisors, whom I came upon looking through the interviews at Value Conferences).

K1-Ventures is a investment holding company listed on the SGX. It is 36% held by Keppel Corp (founding sponsor), 14% held by Steven Jay Green (Chairman & CEO), 12% held by BV Investments (a private equity firm) and the remaining 38% is public. K1-Ventures attempted to take itself public June last year. The conditional cash offer fell through eventually, due to a well argued case by Lighthouse Advisors. The cash offer was at SG$0.135 but Benjamin Koh of Lighthouse Advisors argued that SG$0.277 is a closer estimate to the intrinsic value of the company. Trust fat cats not to raid the coffers when you ain't looking. If the offer goes through, Steven Green's ownership goes up to 43%, and Keppel Corp goes up to 45%. If the insiders, especially the Chairman here, wants to increase their ownership of the company significantly and is willing to bet a significantly portion of their wealth on it, I think that is a clear sign that the company is undervalued. Let's go through K1-Ventures Holdings, starting with the easy bits.


Guggenheim Capital

K1-Ventures owns a US$100-million investment in Guggenheim Capital, LLC (Guggenheim), a US-based, privately held financial services firm with more than US$100 billion in assets under management. The US$100-million investment comprised 100,000 Series A Preferred Units (Preferred Units), 250,000 Common Units, and 11,111,111 Warrants to acquire common units issued by Guggenheim. The preferred units has a 7% dividend yield and are redeemable at par with full payment of any accumulated unpaid dividend. 

This is easily valued at cost, which is US$100m. When MF Global went bankrupt in 2011, it caused a scare over financial services firms. This can be easily be seen in Jefferies Group's share price. Nonetheless, Jefferies soon recovered. In the absence of any information on Guggenheim Capital, I believe a valuation at cost is reasonable. At an exchange rate of 1.238, US$100m translate to SG$123.8m.



McMoran Exploration

McMoRan Exploration Company (MMR) is an independent publicly traded company (NYSE: MMR) engaged in the exploration, development and production of oil and natural gas in the shallow waters of the Gulf of Mexico Shelf and onshore in the Gulf Coast area of the US. The Group owns 2,309,000 shares of common stock in MMR. This is approximately 1.43% of the total outstanding common shares. On 10 December 2012, Freeport-McMoRan Copper & Gold Inc has announced an acquisition of MMR for a per-share consideration of US$14.75 in cash and a 1.15 unit of a royal trust. The trust will hold a 5% overriding royalty interest in future production from MMR's existing ultra deep exploration properties. Modelling the payout from the trust is too difficult at this stage without more information. Given that K1-Ventures only owns 1.43% of MMR, it is safe to assume here that they are able to dispose of their stake through open market sales at the current market price of US$16.35 per share. MMR's share price has remained fairly stable post the acquisition offer.

Helm
Established in 1980 and headquartered in San Francisco, Helm is one of the largest independent rail equipment leasing companies in North America. Helm uses its nationwide network of professionals to purchase, refurbish and service rail equipment for customers in North America. K1 acquired 80.1% of the issued shares in Helm in 2005 at a cash consideration of US$110.5 million along with the Helm management team acquiring 19.9% for US$27 million. The balance of the acquisition cost was funded by US$333 million in term financing.  Helm and its subsidiaries are primarily engaged in the business of:

(i) Leasing rail equipment to railroads and other end-users;
(ii) Leasing and brokering equipment for others;
(iii) Remarketing previously leased equipment; and
(iv) Buying and selling rail equipment and parts in the resale market.




Income Statement (US$m) 2007 2008 2009 2010 2011 2012
Revenue 160.8 233.5 96.1 65.5 67.8 57.1
EBITDA 118.5 141.2 71.7 48.3 42.9 37.9
EBITDA Margin 73.7% 60.5% 74.6% 73.7% 63.3% 66.4%
Fixed Asset Impairment Loss 0.0 0.0 0.0 (36.7) (3.5) (18.3)
Goodwill Impairment 0.0 0.0 0.0 0.0 0.0 (43.5)
Other intangible Impairment Loss 0.0 0.0 0.0 0.0 0.0 (11.9)
Operating Loss 62.7 86.3 5.5 (49.0) (2.7) (74.9)
Finance Expenses (42.6) (25.5) (13.6) (8.8) (7.8) (11.2)
Share of results of associated company and JV 7.4 7.2 12.5 10.4 9.3 9.2
Loss before tax 27.5 68.0 4.4 (47.4) (1.1) (77.0)


At first glance, their operations at Helm has clearly deteriorated since its peak at 2008. However, I suspect the actual situation is not as grim as the numbers suggest. Helms generates decent operating profits which the management has used to pay down debt from US$333m at acquisition to the current US$118m. As Lighthouse Advisors rightly pointed out, three of Helm's larger listed competitors (GATX, Trinity Industries and The Andersons) all showed improving operating metrics over the last few years. This includes improving utilisation rates, leasing pricing, lease renewal and operating margins. This is simply driven by the recovering US economy. The accounting earnings here are not a true representation of the earnings capacity of Helm.

Valuation (US$m) Base Case Bear Case Bull Case  US$m GATX Trinity Industries The Andersons Average
EV/EBITDA Multiple 6.0 4.0 8.0 Revenue 1243.2 3811.9 5272.0  
EV 227.4 151.6 303.2 EBITDA 393.2 768.5 191.3  
Net Debt 104.9 105.9 106.9 EBITDA Margin 31.6% 20.2% 3.6%  
Equity Value 122.5 45.7 196.3 Operating Profit 143.8 574.8 142.3  
Operating profit of JV and Associates 9.2 9.2 9.2 Debt 3567.9 3055.0 466.5  
EBIT Multiple 8.0 6.0 10.0 Cash 234.2 573.0 138.0  
Value of JV and Associates 73.6 55.2 92.0 Market Value 2440.0 3590.0 955.5  
Helm's ownership at 80.1% 196.1 100.9 288.3 EV/EBITDA 14.7 7.9 6.7 9.8


I used an EV/EBITDA ratio of 6x as a based case compared to an average of 9.8x for peers so as to discount for the small size of Helm's operations. In the absence of more information on JVs and associates, the operating profits are valued at 8x EBIT multiple.


China Grand Auto

K1 has invested a total of approximately US$12.4 million in China Auto I Co- Investors LLC, a private investment vehicle formed to co-invest indirectly in Guanghui Automobile (China Grand Auto). Headquartered in Shanghai, China, China Grand Auto is the largest auto dealership group in China operating a network of nearly 400 stores across China. In 2011, China Grand Auto sold more than 400,000 automobiles and was ranked as the top automobile dealer in China by revenues. China Grand Auto has filed for an initial public offering to list on the Shanghai Stock Exchange. K1 has a 1.6% stake in the company.


Very little public information is available on the company except that it earned a revenue of Rmb 64bn in 2011, available from their website. Quite a number of chinese automobile dealers are listed on the HK stock exchange, allowing for relative valuation.


Valuation Base Case Bear Case Bull Case (Rmb M) Sparkle Roll Zhong Sheng ZhengTong Yongda Baoxin
P/S Ratio 0.456 0.291 0.683 Revenue 3,592 50,048 27,649 20,340 18,093
Valuation (Rmb M at 1.6%) 467 298 700 Operating Margin 5.30% 4.36% 4.70% 4.48% 6.85%
Exchange Ratio Rmb:SGD 0.197     Price (HKD) 0.75 9.40 5.07 8.02 6.02
Valuation at SG$ 91.9 58.6 137.5 P/S Ratio 0.505 0.291 0.329 0.474 0.683
        Average P/S Ratio 0.456        



Knowledge Universe Holdings
This is the most tricky of K1's holdings to value. The Group owns a 12.2% equity interest in Knowledge Universe Holdings, LLC (KUH), which is a holding company that has various interests in education-related ventures including an approximate 65% interest in Knowledge Universe Education. LP (KUE), the Group’s global education platform. The Group’s equity interest in KUH, was acquired at a cost of approximately US$57 million. At 30 June 2012, KUE indirectly owned 4,665,083 million common shares and 2,750,000 convertible Series A non-voting shares of K12, Inc (NYSE: LRN). Upon conversion of the Series A shares, KUE will indirectly own approximately 7.4 million common shares of K12, Inc., which represents approximately 20% of the outstanding shares.

I am unable to find any numbers on KUH. Here, I have to rely on the numbers provided by Lighthouse Advisors.

Revenue in 2010: US$1.6bn
Current EBITDA: US$42.6m
Cash at end 2011: US$54m
Current Debt: US$260m

Valuation (US$m) Base Case Bear Case Bull Case (US$m) Bridgepoint Apollo Group Grand Canyon Education Raffles Education
EV/EBITDA Multiple 5.5 1.2 8.0 Revenue 968.1 4,733.0 141.2 105.9
Valuation of KUH (12.2%) 2.1 (20.3) 15.1 EBITDA 226.9 1120.2 135.6 26.4
Value of K12 (20% ownership) 178.9 Market Cap 552 1,960 1,130 303
Total Valuation 181.0 158.6 194.0 Debt 16.6 598.9 100.5 38.3
        Cash 255.9 1571.6 105.1 34.0
        EV/EBITDA 1.38 0.88 8.30 11.65
        Average EV/EBITDA 5.55    


The EV/EBITDA ratio for listed peers are very different depending on the country of listing and the geographical range of operations. Share prices of US based private education operators such as Bridgepoint and Apollo Group has suffered in recent months due to high unemployment as well as regulation reviews - claiming that for profit education companies were wasting tax-payers money due to a large proportion of their revenue generated from government subsidies. This explains the rock bottom valuations for both companies at <2X EV/EBITDA. Thankfully, at a EBITDA of US$42.6m for KUH, the valuation of K1's 12.2% holdings in it is small (only US$2.1m). The group's 20% holding in K12 (a listed technology based education company) is a much more valuable asset, valued at US$178.9m based on a closing price of US$24.11.

Sum of Parts
Valuation (SG$) Base Case Bear Case Bull Case
Guggenheim Capital 123.8 123.8 123.8
McMoran Exploration 46.6 46.6 46.6
Helm 212.6 113.7 308.6
China Grand Auto 91.9 58.6 137.5
Knowledge Universe Holdings 224.0 196.4 240.1
Total 698.8 539.0 856.5
No. of shares (m) 2166
Intrinsic Value per Share (SG$) 0.323 0.249 0.395
Current Price 0.160
Discount to Intrinsic Value 50.4% 35.7% 59.5%


Summing up, I estimate a fair value for K1 to be about SG$0.32. This is a 100% upside from the current trading price of SG$0.16. Even in the bear case scenario of SG$0.25, this stil represents a upside of over 50%. The base case estimate is a lot higher than that of Lighthouse Advisors for the simple reason that market price of many of the underlying has rallied.

Normally I don't do holding company arbitrages. The discount that a holding company trades at against its holdings can persist for a long time without a clearly defined catalyst. That in itself affects your IRR since you have no control over realisation of the discount. I try to aim for an annualised target return of 15% and investing in companies trading at >30% discount to an intrinsic value which I can reasonably estimate with some degree of confidence. K1-Ventures here has a clearly defined catalyst in that the management has resolved to liquidate the company to realise the value of its holding, although there is still some uncertainly over the time frame.



For more information on the case put forth by Lighthouse-Advisors please refer to their website. Benjamin Koh has put together an excellant powerpoint detailing his thesis.