Andvari is pleased to share a shortened version of our recent research report on Novanta (NOVT). We provide a summary of the important intangible business qualities we seek. We also share a full summary of the corporate history that led to a Chapter 11 bankruptcy and then subsequent amazing turnaround.

Access to the full, 13-page thesis is available through our client/prospective client document portal. If you would like access to the portal or the individual report, please contact Info@AndvariAssociates.com.

Executive Summary

Novanta supplies technology solutions to medical and advanced industrial original equipment manufacturers (“OEMs”). The company has deep proprietary expertise in photonics, vision, and precision motion to engineer core components and sub-systems. Since 2012, revenues have grown from $225 million to $835 million. Free cash flows and operating profits have grown at an even faster rate.

The company has several attributes that has driven and will continue to drive its success. First, Novanta management have been adept capital allocators. They’ve divested businesses with limited prospects and have acquired over half a dozen companies with brighter futures. The M&A process prioritizes cash returns and return on invested capital.

Second, the products sold by Novanta’s subsidiaries add a huge amount of value for being a relatively minor part of the total cost. Further, these products are designed into OEM systems with typical life spans of 7–10 years. This gives them pricing power and predictable streams of revenue. Third, Novanta has an active and effective R&D department which is launching new products at an ever-increasing rate and driving a high-single-digit organic growth rate.

Finally, the company has their “Novanta Growth System” (NGS), a system of continuous improvement and lean manufacturing. This has helped sustain and improve improved both margins and revenue growth. Novanta is able to consistently realize synergies and extract additional value from acquisitions after implementing NGS. Also important is the fact that there are many former Danaher managers and executives now at Novanta.

With a current revenue base of ~$835 million, Novanta has ample room to grow organically and via M&A. Further, Novanta will improve over time through application of NGS. Andvari believes Novanta will grow revenues at high single or low double-digit rates and cash flows at a slightly faster rate. At the current share price, Novanta can provide shareholders annualized returns in the range of 10%–13% over the next 8.5 years.

History

The history of Novanta begins with two companies, General Scanning, Inc. (GSI) and Lumonics. GSI was founded in Massachusetts in 1968. Lumonics soon followed, incorporating in 1970 under the laws of Ontario. Both GSI and Lumonics designed, developed, manufactured, and marketed laser-based advanced manufacturing systems for semiconductor, electronics, aerospace, and automotive industries. In 1999, they combined in a merger of equals to create GSI Lumonics, Inc. This created the largest publicly traded company in the industrial laser systems industry. Charles Winston, the CEO of GSI and former management consultant, became the CEO for the newly combined company.

Over the next 10 years, GSI Lumonics acquired more companies to expand its product offerings, addressable industries, and geographic markets. At the same time, they were divesting non-core, lower margin business lines. Management eventually transitioned its focus to developing laser products and components for OEMs instead of selling fully integrated laser systems directly to end markets (a trait that continues to define Novanta today).

In 2006, Dr. Sergio Edelstein took on the role of CEO after Charles Winston stepped down. Edelstein’s tenure would be brief due to a disastrous turn of events. In 2008, GSI acquired Excel Technology for $360 million in cash. GSI took on $210 million in debt to help fund the transaction. Soon after, GSI failed to file quarterly reports to the SEC due to discovered accounting errors. Upon further investigation, accounting errors had tainted multiple years of reports. The failure to file quarterly reports breached the terms of their debt, but senior creditors agreed not to take any actions if GSI brought in financial advisors.

In the following months, Sergio Edelstein resigned as CEO, GSI’s market cap plummeted from $325 million to $31 million, their shares were delisted and put on the pink sheets, and by mid-2009 they entered into a pre-agreement Chapter 11 bankruptcy. GSI also recorded a $215 million impairment charge to goodwill and Stephen Bershad, a major shareholder, urged shareholders to replace the existing board.

GSI emerged from Chapter 11 in 2010 with the company’s prior shareholders retaining approximately 86.1% of the company’s capital stock. The remaining 13.9% of the capital stock was issued to the holders of the senior notes, and their $210 million in debt was restructured to $107 million. 5 members of the board resigned, Stephen Bershad was added as a director, and John Roush was hired as CEO.

Under the new leadership, GSI would prioritize long-term growth instead of short-term margins, seek out acquisitions primarily in the medical devices market, and divested 12 businesses with limited growth prospects. By 2016, 45% of total revenues would be from medical sales, and GSI was renamed to Novanta. With the turnaround of the business complete, John Roush stepped down as CEO and passed the reins to Matthijs Glastra, the COO of Novanta. Since Glastra became CEO on August 2, 2016, Novanta’s share price increased from $15.55 to $112, an annualized rate of growth of 40%.

After consistently divesting underperforming businesses and reinvesting the proceeds into businesses with secular growth trends, Novanta transformed itself from a distressed company entering chapter 11 to an 11-bagger in 11 years.

Again, access to the full, 13-page report is available through our client/prospective client document portal. If you would like access to the portal or the individual report, please contact Info@AndvariAssociates.com.

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IMPORTANT DISCLOSURE AND DISCLAIMERS

Investment strategies managed by Andvari Associates LLC ("Andvari") may have a position in the securities or assets discussed in this article. At the time of publication of this blog, Andvari clients had a position in Novanta. Andvari may re-evaluate its holdings in any mentioned securities and may buy, sell or cover certain positions without notice.

This document and the information contained herein are for educational and informational purposes only and do not constitute, and should not be construed as, an offer to sell, or a solicitation of an offer to buy, any securities or related financial instruments. This document contains information and views as of the date indicated and such information and views are subject to change without notice. Andvari has no duty or obligation to update the information contained herein. Past investment performance is not an indication of future results. Full Disclaimer.

© 2021 Andvari Associates LLC

Robert Shillman (“Dr. Bob”) left academia in in 1981 to start Cognex with his entire life savings of $87,000. Since then, he has helped grow Cognex into one of the world’s largest providers of high quality machine vision systems used in manufacturing and logistics automation. Cognex is now worth over $8 billion and does $1 billion in annual revenues.

Andvari has long admired Dr. Bob as he is the epitome of a founder who has achieved success while having undeniable fun along the way. Dr. Bob instilled an extraordinarily unique culture that has helped drive the success of Cognex. When Dr. Bob retired from Cognex and recorded a three-part interview of life lessons. Andvari shares two of our favorite lessons.

CUSTOMERS FIRST

As a kid, Dr. Bob would help in his dad’s yarn shop on Saturdays. His father had a policy of encouraging people to buy more than they needed for a project and allowing them to return what they didn’t use. Dr. Bob remembers a woman that wanted to return two skeins of yarn that he knew was from Woolworth’s. He told his father they shouldn’t give her money back for something she didn’t purchase from them. Dr. Bob’s father said, “Give her the money back. She’s a customer and I don’t want to lose a customer.”

Another customer-centric experience occurred after Cognex expanded into Japan. Dr. Bob shares that he met with the President of Shinkawa, a maker of assembly equipment for semiconductors. The President told Dr. Bob there was a problem with the Cognex product. Dr. Bob asked if it worked. The President clapped his hands and in rolled a cart with several damaged protective boxes in which the Cognex products were shipped. The President confirmed the actual Cognex products worked, but he also said the fact the packaging was damaged was unacceptable.

Dr. Bob, who was 30 years old at the time, nearly began to lecture a 65-year-old executive on how the only purpose of the damaged boxes was to protect the product. However, Dr. Bob remembered what had happened when he had bought a set of souvenir chopsticks prior to the meeting. After Dr. Bob had chosen the chopsticks, the salesperson cleaned and polished the chopsticks, brought out and carefully examined a box for them, put the chopsticks in the box and carefully wrapped it.

“I realized that in Japan, the box is a statement about the quality of the product and the company. The box has to be perfect,” explained Dr. Bob. He then got on the phone with the Cognex head of manufacturing to explain why the packaging had to change: “This is what’s required in Japan.”

A culture and attitude that puts the customer first, that always tries to understand and meet their needs, is a big part of what has made Cognex successful.

COGNEX CULTURE

Culture is another factor that has helped Cognex succeed. On the culture at Cognex, Dr. Bob explains, “It’s work hard, play hard, and move fast—in that order.” Employees are called Cognoids. The company’s favorite holiday is Halloween. Dr. Bob has driven to Cognex offices in an ice cream truck during the summer to hand out ice cream to Cognoids. The official Cognex salute is adopted from The Three Stooges. Dr. Bob appointed himself Chief Culture Officer in 2011 to focus on maintaining the culture across offices in 20 different countries. A fun and rewarding workplace has led to low turnover and a place that leads to more connections, collaboration, and growth.

Cognex has also turned the boring requirement of publishing an annual report into an opportunity to showcase its unique culture. For the past few decades, Cognex has parodied a variety of magazines, publications, and pop culture icons. Cognex annual reports have parodied Sky Mall, Mad, Bon Appétit, The National Enquirer, Back to the Future, and X-Men. Andvari has written before about several “conference call mavericks” (see Part 1 and Part 2). For its 40th anniversary in 2021, Cognex even put together a high quality video in the style of a dramatic movie trailer!

For their fun and zany communications, Cognex is worthy of inclusion in this group of outstanding companies with non-standard investor relations efforts.

ANDVARI TAKEAWAY

In the Bon Appétit-themed 2019 annual report, Dr. Bob aptly describes “Chez Cognex”:

“While dining trends are fickle, what makes a restaurant great remains constant. Quality ingredients and knowledgeable, hard-working employees who are dedicated to the Cognex value of Customer First. By maintaining our focus on these important fundamentals, Chez Cognex will always be a five-star operation that is a cut above the rest.”

Founder-led companies with a unique culture and that operate differently than your typical enterprise are always worth following. Differentiated cultures and business practices are usually a good signal of differentiated business results and shareholder performance.

Sources and Additional Reading/Viewing

• Cognex annual reports archive
• Life Lessons with Dr. Bob, Part 1 of Dr. Bob Interview
• Life Lessons with Dr. Bob, Part 2 of Dr. Bob Interview

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IMPORTANT DISCLOSURE AND DISCLAIMERS

Investment strategies managed by Andvari Associates LLC ("Andvari") may have a position in the securities or assets discussed in this article. At the time of publication of this blog, Andvari clients had no position in Cognex. Andvari may re-evaluate its holdings in any mentioned securities and may buy, sell or cover certain positions without notice.

This document and the information contained herein are for educational and informational purposes only and do not constitute, and should not be construed as, an offer to sell, or a solicitation of an offer to buy, any securities or related financial instruments. This document contains information and views as of the date indicated and such information and views are subject to change without notice. Andvari has no duty or obligation to update the information contained herein. Past investment performance is not an indication of future results. Full Disclaimer.

© 2021 Andvari Associates LLC

In the previous bi-weekly, Andvari shared our observations from a few rare interviews of Autodesk co-founder Dan Drake. This week, Andvari shares highlights from another Autodesk co-founder—and likely the most prolific and outspoken of the founders—John Walker. Although Autodesk had over a dozen initial co-founders, it is John Walker that set things in motion in the early 1980s that would lead to a company that is now worth over $40 billion.

Thankfully, Walker (and others) kept the many letters and documents they wrote during the early years of Autodesk. This corporate and technical archive is available for free as The Autodesk File on John Walker’s website. As the most frequent author of the documents contained in the File, it is clearly Walker that had the greatest ambition and vision that a group techies could strike it rich at the particular moment in time.

ALMOST LIKE COUNTERFEITING

In addition to being an extraordinarily intelligent human with huge ambition, Walker also had a gift for writing and a good sense of humor. In January 1982, Walker writes "Information Letter 1" to go over the business opportunity their newly formed group had in front of it:

"I think that we're at an absolutely unprecedented juncture of history. I can’t think of any time in the entire human experience when so much opportunity existed for technical people, opportunity which they could participate in with very limited risk. Most great business opportunities have required far greater infusions of start up capital which was consumed just paying for physical plant before anything was made to sell. Our products are created by almost pure mental effort, and are manufactured on trivially cheap equipment at a tiny fraction of their wholesale cost. It’s almost like counterfeiting, but legal."

Walker nails the most attractive feature of the software business on the head. Even back then, when computing power was eve more expensive than today, little capital was needed to start up a software business. Secondly, the cost of "manufacturing" a completed software program is super cheap. A software company like Autodesk could, and did, achieve enormous growth with high margins.

AMBITION AND VISION

Walker also had an intuitive sense of how intelligence and hard work in the form of software could be leveraged by the proliferation of cheap personal computers. It was impossible for him to ignore the obvious potential for wealth creation.

"The potential rewards of this business, which is the field that you and I are technically proficient in, almost compel one to participate on an equity basis. There's almost no salary that's enough to reward one for giving up his seat at this cosmic money gusher."

Walker successfully convinced over a dozen programmers to become founders of Autodesk. In the early days, it was more of a collective of programmers working on five different projects. One of the projects was AutoCAD, a computer aided drawing program for architects that could be installed on a personal computer. After making a splash at the 1982 Fall COMDEX (one of the largest computer trade shows in the world at the time), AutoCAD quickly grew in popularity.

KIBBLE TIME

By June 1983, AutoCAD had grown so quickly that Walker penned a "crisis letter" to the group of Autodesk founders, most of whom had full time jobs elsewhere. Walker implored that it was now the moment for people to devote all of their attention to making Autodesk a success.

"This is the time to take that leave of absence from the foundry and work for Autodesk. Spend that long awaited vacation in front of the terminal. This is the time to tell the boss you've got cholera and take a month off. Let the plants die, leave the dog with a 55 gallon barrel of kibble and work around the clock for Autodesk. If you have skills as a programmer, use them—if you need any resources, machines, peripherals, software tools, coercion, let me know and they will be provided."

This passage illustrates the importance of having a leader with skin in the game that can also inspire (or cajole) people to dig deep to make the company as successful as possible. Andvari always looks for companies with leadership like this.

PRODUCT MARKET FIT

Thankfully, Walker was able to convince everyone to devote more time to the company. Sales of AutoCAD would be growing 30% month over month at the end of 1983. In “Information Letter 11” in 1984, Walker reminds everyone why they’ve done well so far.

"We've done so well because we created a product which fills a basic need. This is a product which excites people by its very existence. It's fun to use, and it lets people do work they couldn't otherwise do without spending hours of tedious labour. This product has put in the hands of the individual and small company the power which previously was only available to large companies—which contributes to leveling the playing field and eliminating advantages of scale."

ANDVARI TAKEAWAY

Although Autodesk is now a vastly different and much larger company now versus its first 10 years of existence, studying its history is worth the time. We learn again the important lessons of what it takes to start a business and the trials and tribulations as it grows rapidly. There are several lessons we believe are timeless and universal. First, true wealth creation is possible only through owning a stake in a growing business. Second, the window to take advantage of a business opportunity can be fleeting and as such, it’s a requirement to focus all of your time and effort on the opportunity.

Finally, success will find its way to those who create a product that fills a basic need. As if channeling Charlie Munger, Walker wrote in 1984 (emphasis Andvari's): "Buying anything, but especially something as intangible as a computer program, involves putting your trust in the person who's selling it. If we continue to deserve that trust, we'll do very well, indeed."

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IMPORTANT DISCLOSURE AND DISCLAIMERS

Investment strategies managed by Andvari Associates LLC ("Andvari") may have a position in the securities or assets discussed in this article. At the time of publication of this blog, Andvari clients had no position in Autodesk. Andvari may re-evaluate its holdings in any mentioned securities and may buy, sell or cover certain positions without notice.

This document and the information contained herein are for educational and informational purposes only and do not constitute, and should not be construed as, an offer to sell, or a solicitation of an offer to buy, any securities or related financial instruments. This document contains information and views as of the date indicated and such information and views are subject to change without notice. Andvari has no duty or obligation to update the information contained herein. Past investment performance is not an indication of future results. Full Disclaimer.

© 2021 Andvari Associates LLC

It’s now been forty years since the founding of Autodesk. The company started from nothing and its AutoCAD product is now the de facto standard in two-dimensional computer aided design (CAD) software. Millions of engineers, designers, and architects around the world use Autodesk's software to aid them in their work.

Andvari has long considered Autodesk to be a high quality company. Due to the mission-critical nature of Autodesk products to its architect, design, and engineering customers, Autodesk has long had predictable and growing revenues, high margins, and high returns.

As with all companies in which Andvari is interested, we go back as far as possible to learn about the founders and the evolution of the business. Although Autodesk had over a dozen co-founders, there are really two that are most important: John Walker and Dan Drake. Below, we summarize some of Dan Drake’s important insights we gleaned from a 2005 and 2020 interview.

SOFTWARE STARTUP COSTS ARE DE MINIMIS

One of the reasons Andvari likes software businesses is that it takes very little capital. Even back in the early 1980s, when programmers lacked the super cheap resources they have today, it required little capital. Autodesk’s founders put in just a little over $59 thousand in cash and they were off to the races.

SPREADING BETS

The founders of Autodesk knew there was a lot of money to be made in the software business, but they did not initially know which direction they wanted to go. However, they did know that 80% of startups failed. Thus, they decided to spread their efforts across five different projects. Whichever project became a hit, they would stop everything else and focus on that one. AutoCAD became the hit.

The simple lesson here is it can make sense to spread your bets, especially if you don’t have a clear idea yet of what you want to do. But if and when you find the clear winner, it’s best to go all-in on it!

DIFFERENTIATING FROM THE COMPETITION

There were CAD programs in the 70s and 80s, but these were extremely expensive and the software only worked on proprietary machines. If you wanted the software, you had to buy the machine as well. Autodesk differentiated themselves by selling cheap software that could be installed on nearly any personal computer at the time. In 1985, at a time when PCs were not that standardized, AutoCad could work on 31 different PCs. Regarding the price of AutoCAD, Autodesk chose $1,000 as the starting price for the base version because this compared very favorably to the typical $10,000 price point an architect would pay for a proprietary workstation with CAD software.

WHY THE GIANTS NEVER CAME AFTER AUTODESK

The giant tech companies of the day (e.g., IBM, Computervision, and Intergraph) could have crushed Autodesk if they had wanted. The reason it didn’t happen is they didn’t have the will to disrupt their own business model of selling CAD software that was tied exclusively to expensive machines. According to Drake, “[T]hey couldn’t afford to compete with themselves. It would undermine the entire big business.”

The investing lesson here is to try to find a company which has few if any true competitors. In Autodesk’s case, it only competed against other tiny CAD companies at first. Next, because the giants chose not to disrupt their own business to compete against Autodesk, they slowly lost all of their business to a small start-up.

ASTOUNDING GROWTH AND PROFITS

Autodesk achieved astounding growth in its first ten years of existence. Architects and engineers loved its low-priced software that could work on cheap, non-proprietary computers. Autodesk got started in early 1982 without any idea that it would be making and selling CAD software. The company then went public in 1985 with $10 million in revenues. Annual revenues reached $100 million in 1989. Annual revenues in 2022 were $4.4 billion. All this from a group of founders bootstrapping their company with $59 thousand in cash and some computer equipment.

FROM FOUNDER-LED TO PROFESSIONALLY MANAGED

Drake also related that “techies” typically aren’t suited for taking on management responsibilities. It takes a different type of person to be a good manager:

"One thing in management, you have to have a lot of tolerance for people who don’t do things right, and a lot of patience in telling them over, and over and over again, because they keep doing it wrong. None of us was very well qualified for that. Yeah, so [Walker] learned to play these games of pleasing the analysts and so on, but they’re no fun and they distract you from running the company. They are detrimental to the company."

Walker led the company since its founding and only lasted until 1986. Walker had several reasons quitting. First, he enjoyed programming more than running the company. He also knew he was a poor candidate to lead and grow the company from $10 million to $100 million in revenues. Finally, the pressures of leading the company were detrimental to his health.

Andvari knows too well that evaluating management is one of the hardest things to do. We prefer skilled managers who have significant wealth tied to the value of their company. This frequently, but not necessarily, means that a founder is still leading the company in which we’re interested. Two important questions we always wrestle with are: (1) whether a founder has the ability to lead their company for another decade and (2) whether a founder has the self-awareness to recognize when they need to hand the reins to someone else.

ANDVARI TAKEAWAY

We hope you found these historical tidbits about Autodesk to be interesting and helpful. In addition to learning more about a specific company, studying corporate history frequently reinforces important business and  investing concepts. What’s most impressive about Autodesk is how little capital it took to start a company that would go from zero revenues to over $4 billion in 40 years. Yet another example of how amazing a software business can be.

Sources and Additional Reading/Viewing

• “Autodesk Oral History Panel”, Computer History Museum, recorded October 15, 2020
• Dan Drake interview by Robert Cringely for NerdTV on October 14, 2005
• “Chapter 8: Autodesk and AutoCAD”, The Engineering Design Revolution by David E. Weisberg
• Autodesk IPO Road Show Slide: 1985
• The Autodesk File: Bits of History, Words of Experience, edited by John Walker
• Autodesk Fiscal Year 1986 annual report
• RetroCAD: AutoCAD Version 1. For the true computer nerds out there, this is a very cool video demonstrating one of earliest versions of AutoCad operating on a DOS-based PC.

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IMPORTANT DISCLOSURE AND DISCLAIMERS

Investment strategies managed by Andvari Associates LLC ("Andvari") may have a position in the securities or assets discussed in this article. At the time of publication of this blog, Andvari clients had no position in Autodesk. Andvari may re-evaluate its holdings in any mentioned securities and may buy, sell or cover certain positions without notice.

This document and the information contained herein are for educational and informational purposes only and do not constitute, and should not be construed as, an offer to sell, or a solicitation of an offer to buy, any securities or related financial instruments. This document contains information and views as of the date indicated and such information and views are subject to change without notice. Andvari has no duty or obligation to update the information contained herein. Past investment performance is not an indication of future results. Full Disclaimer.

© 2021 Andvari Associates LLC

Below is our latest letter to clients. During the past quarter, Andvari unfortunately underperformed the S&P 500. We also introduce Topicus.com, a spin-out from Constellation Software.

For the first quarter of 2022 Andvari was down 15.5% net of fees while the S&P 500 was down 4.6%. Andvari clients, please refer to your reports for your specific performance and holdings. The table below shows Andvari’s composite performance against two benchmarks while the chart shows the cumulative gains of $100,000 investments.

ANDVARI HOLDINGS

With the exception of Visa and Mastercard, all of Andvari’s holdings underperformed a market that declined 4.6% this past quarter. The decline is due to the Federal Reserve signaling a strong desire to raise interest rates to combat 8%+ inflation. All else equal, higher rates depresses the values of all assets. The assets most impacted by higher rates are companies with fast growth rates, high returns, or very high shareholder expectations. Most of the companies in Andvari’s portfolio have one or several of these qualities. We’ve thus had poor performance relative to the market.

For example, Tyler Technologies is a software company focused on the state and local government vertical. The company has grown revenues over the last decade at a 17.8% annualized rate. Operating margins have ranged from 18% to 23% and can go much higher. The market has recognized the quality of Tyler’s business by putting an extremely high multiple on what it is likely to earn over the next year. Tyler traded at 48x EBITDA at the beginning of the year. It now trades at 37x EBITDA. Tyler’s share price went down 17.3% in the quarter versus the market being down 4.6%.

CONSTELLATION SOFTWARE AND TOPICUS.COM

Constellation Software (a long-time Andvari holding) recently spun out one of its operating groups. The spin-out is Topicus.com, formerly known as TSS. TSS is based in the Netherlands and Constellation acquired it in 2014. Under Constellation, TSS in turn has acquired over one hundred vertical market software (VMS) companies. TSS’s largest acquisition was another Dutch company, Topicus.com, in 2020. A condition of that deal was for TSS to adopt the Topicus name and for the combined group to be spun out as a separate public company.

With the share price of Topicus declining over 40% since October 2021, Andvari has turned it into a substantial position. We like Topicus for the same reasons Constellation originally attracted us.

Skin in the Game

Mark Leonard started Constellation in 1995 and owns nearly 7% of the company. Leonard’s shares are worth about $2.4 billion right now. The founder of TSS is Robin van Poelje who is now the CEO and Chairman of Topicus. Robin and other managers own nearly 40% of Topicus, Constellation owns 30%, and public shareholders own the remaining 30%. Management at these companies are well-aligned to create long-term value for themselves and other shareholders.

The Advantage of Being a Permanent Home

Similar to Warren Buffett at Berkshire Hathaway, Constellation and Topicus pitch themselves as the permanent homes for people who want to sell their business. However, in the case of Constellation and Topicus, they are only acquiring VMS companies that serve niche markets.

In exchange for the promise to be a permanent home, Constellation and Topicus can pay lower prices for businesses. Private equity buyers that flips a company to another buyer 5–7 years down can pay a business founder more, but then they must cut costs, fire employees, and take on debt to achieve their return targets. We are impressed that Constellation and Topicus have achieved returns on acquisitions of >20% on average and they’ve done it without employing private equity tactics.

The Advantage of Data and Experience

Constellation and its operating groups have acquired hundreds of software businesses over the last two decades. This data and experience gives them an enormous advantage when looking at any potential acquisition and the appropriate price to pay. They also share this data and best practices with the leaders of the acquired business to help them maximize growth and profits.

VMS Businesses Are Inherently Attractive

VMS Businesses have many important qualitative features that lead to attractive financials. Here are a few:

1. The threat of new competition from a large company is low. The size of the addressable market for software that addresses the unique needs of horticultural nurseries is tiny compared to the market for enterprise software. It’s not worth the time for software giants like Oracle and SAP to compete in tiny markets.
2. VMS businesses require a high degree of customer intimacy. This intimacy is required for the VMS to create a piece of software that addresses the unique needs of the user. This requirement of detailed knowledge of a small, niche market is another form of protection against new competition.
3. Constellation and Topicus seek to acquire VMS businesses whose products are essential to the everyday operation of their customers. The switching costs for the customers are high. Sometimes there are no other software choices. This gives Constellation and Topicus pricing power.
4. Finally, as Mark Leonard has written, “For an annual cost that rarely exceeds 1% of a customers’ revenues, our products help them run their businesses efficiently, adopt their industry’s best practices, and adapt to changing times.” Because their software is a low cost relative to revenues, this again gives Constellation and Topicus pricing power.

The aforementioned qualities all lead to an attractive financial profile. Revenues are extremely predictable and come primarily in the form of software licenses and maintenance contracts. Margins and returns are high given the low incremental cost to sell the same software to another customer. Growth can be achieved with little or no capital expenditures. Finally Constellation and Topicus serve an enormously diverse set of customers across all industries. The misfortunes of one or several customers will not have a large impact.

Topicus still has a vast opportunity to apply the Constellation playbook in Europe. There are hundreds of VMS businesses in Europe that Topicus can acquire over time. The original TSS had revenues of €174 million in 2012. If Topicus earns revenues of over €900 million in 2022, they will have achieved an annual growth rate of about 18%. Andvari believes Topicus can maintain a mid-teens growth rate for the next decade. This will come from low to mid-single digit organic growth and the rest from acquisitions.

ANDVARI PARTNERS LP

In August 2021 we launched our first investment fund, Andvari Partners LP. For more information please contact us at info@andvariassociates.com.

ANDVARI TAKEAWAY

Despite most of our holdings being down in the first quarter, and down some more in April, these are still strong businesses. Short-term declines in share price do not necessarily equate to declines in business quality. Our holdings have excellent management teams striving every day to increase the value of their businesses over the long term.

As always, I love to hear from clients and interested parties about anything on your mind. Please contact me with your thoughts, comments, or questions.

Sincerely,

Douglas E. Ott, II

DISCLOSURES AND END NOTES

^[i] Andvari performance represents actual trading performance of all, actual clients beginning on 4/12/13. Performance from 12/31/12 to 4/12/13 is actual performance of proprietary accounts, namely the accounts of Andvari’s principal, Douglas Ott. Andvari believes including Ott’s performance figures for the first 4 months and 12 days of 2013 is fair as he managed those accounts similarly to Andvari’s first clients. All performance, including the initial proprietary period, are net of management fees (assumed to be 1.25% per annum, paid quarterly, as currently advertised), net of brokerage commissions and expenses, time-weighted, and includes all cash and other securities. Performance includes realized and unrealized returns and excludes the effects of taxes on incurred gains or losses. Andvari does not certify the accuracy of these numbers. Performance data quoted represents past performance and does not guarantee future results.

The indexes are listed as benchmarks and are total return figures and assumes dividends are reinvested. The S&P 500 Total Return Index is a float-adjusted, capitalization-weighted index of 500 U.S. large-capitalization stocks representing all major industries. The Russell 2000 Index is an index of 2,000 U.S. small-cap stocks. It is not possible to invest directly in an index. Because Andvari client portfolios are non-diversified, the performance of each holding will have a greater impact on results and may make them more volatile than a more diversified index. Andvari also engages or may engage in strategies not employed by the S&P 500 or the Russell 2000 including, without limitation, the use of leverage.

One may request a list of all securities mentioned or recommended for the preceding year as of the date of this letter. You may contact Andvari using the information below. Actual client results may differ from results depicted in this letter. Any investment involves substantial risks, including, but not limited to, pricing volatility, inadequate liquidity, and the loss of principal. Investment strategies managed by Andvari Associates LLC may have a position in the securities or assets discussed in this article. Securities mentioned may not be representative of the Andvari's current or future investments. Andvari may re-evaluate its holdings in any mentioned securities and may buy, sell or cover certain positions without notice.

The discussion of Andvari’s investments and investment strategy (including, but not limited to, current investment themes, the portfolio managers’ research and investment process, and portfolio characteristics) represents the views and opinions of Andvari’s portfolio managers and Andvari Associates LLC, the investment adviser, at the time of this report, and can change without notice.

This document does not in any way constitute an offer or solicitation of an offer to buy or sell any investment, security, or commodity discussed herein or of any of the affiliates of Andvari.

The information contained in this document may include, or incorporate by reference, forward-looking statements, which would include any statements that are not statements of historical fact. Any or all of Andvari’s forward-looking assumptions, expectations, projections, intentions or beliefs about future events may turn out to be wrong. These forward-looking statements can be affected by inaccurate assumptions or by known or unknown risks, uncertainties, and other factors, most of which are beyond Andvari’s control. Investors should conduct independent due diligence, with assistance from professional financial, legal and tax experts, on all securities, companies, and commodities discussed in this document and develop a stand-alone judgment of the relevant markets prior to making any investment decision.

Below is a shortened version of our latest quarterly letter to clients. You can read our thoughts on one of our largest positions—Mastercard/Visa—that trailed the S&P by over 25 percentage points. We also introduce a more recent holding that had outstanding performance last year. If you'd like the full letter, please contact us.

Dear Friends,

For the year of 2021 Andvari was up 11.0% net of fees while the S&P 500 was up 28.7%.ⁱ Andvari clients, please refer to your reports for your specific performance and holdings. The table below shows Andvari’s composite performance against two benchmarks while the chart shows the cumulative gains of $100,000 investments.

ANDVARI’S HOLDINGS

After outperforming the market by a wide margin in 2020, it is hard not to feel disheartened when we underperformed by a wide margin in 2021. Out of the positions we started the year with and which we still own, 2 in our top 5 largest trailed the S&P 500 by more than 25 percentage points during 2021. These two positions were Liberty Broadband and Mastercard/Visa.

We must remember our goal is to outperform the market, net of Andvari’s fees, over the long term. We pursue this goal by concentrating our money in our best ideas. Andvari currently has nine equity positions (some positions are comprised of two stocks, such as Mastercard/Visa). Our top five positions account for more than 70% of net assets under management. There are two notable side effects to this style of investing. One is increased volatility and the other is inevitable periods of underperformance relative to the market.

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MASTERCARD & VISA

Mastercard and Visa (“MA&V”) enable the majority of non-cash payment transactions that occur throughout the world. Importantly, they do not issue credit or debit cards. They do not extend credit. They do not dictate or receive revenues from interest rates or other fees that issuing banks charge their card holders. MA&V revenues come from taking a tiny cut of each debit or credit card transaction that passes through their networks.

MA&V’s share price performance lagged the market this year by over 25 percentage points each. Shareholders seem to have several worries. First, Amazon.com has publicly complained about the interchange fees Visa has set for credit card transactions in the United Kingdom. Amazon warned it would stop accepting Visa credit cards for its U.K. business starting in January 2022. With a contract between Amazon and Visa up for renewal, Andvari believes this is simply a negotiating tactic by Amazon. It is still in the interest of both parties to ensure consumers have a variety of ways by which they can pay for goods.

Another worry for MA&V shareholders has been the fast-growing “buy now, pay later” (BNPL) tech companies. The BNPL companies (e.g., Affirm, Klarna, Afterpay) give merchants the ability to offer customers the choice of paying over time for a purchase via a short-term loan. These companies have been growing extraordinarily fast. For example, in Affirm’s most recent quarter, growth in payment volume was 84% over the prior year. Although the total volume of the BNPL crowd is still a small fraction of the volume going through MA&V, some still worry the BNPL companies are stealing business from MA&V. There are three reasons not to worry.

First, BNPL users can choose to use a debit or credit card as the way to make their scheduled payments. If a BNPL customer uses a debit card for 4 smaller transactions instead of 1 big transaction, that is good for MA&V. Second, MA&V both have their own BNPL offering that merchants can use. BNPL has been another way to expand the use of credit and debit cards.

Third, we simply do not believe BNPL is taking customers away from MA&V and credit card issuers. Most of the new BNPL customers were never credit card users to begin with. Oppenheimer’s Chris Kotowski recently wrote about the ability of the BNPL companies to grow like weeds: “Giving credit to those who generally can’t get it has a way of doing that.”

To illustrate why BNPL is not taking much business from MA&V and the card issuers, let’s look at JPMorgan Chase’s $143 billion credit card loan portfolio. 88% of the value of its portfolio is associated with a FICO score of 660 or greater. These are consumers with above average and higher credit. It’s unlikely people who are already credit-worthy need an installment plan to buy a new pair of sneakers.

The last thing to weigh on MA&V has been depressed levels of international travel and tourism. MA&V earn higher fees on cross-border transactions relative to local transactions. Cross-border revenues have been slower to recover (relative to local transactions in the U.S.)  for MA&V due to COVID-related worries and travel restrictions. However, they will eventually recover. It’s just a matter of time.

With MA&V as a top position in Andvari portfolios, their poor share price performance during 2021 was a big hit to Andvari’s overall performance. Going forward, we expect this position to outperform the market as Amazon resolves its issues with Visa, as shareholders worry less about BNPLs, and as international travel returns to normal.

NOVANTA

Andvari started a position in Novanta within the last two years. We’ve allowed it to fly under the radar. However, with Novanta being a top performing position in Andvari’s portfolio during 2021, it’s appropriate to introduce you to the company.

Novanta is a company in a similar vein as Danaher and Roper. The company acquires niche businesses that make highly engineered solutions based on proprietary technology. These solutions are typically embedded in customer products for about ten years and provide enormous value for their cost. For example, Novanta’s subsidiaries provide the sub-systems that enable the precision motion required by robotic surgery or the proper functioning of high throughput DNA sequencers.

Novanta has also developed its own program of continuous improvement and growth: the Novanta Growth System (NGS). There is still ample room to apply NGS across current subsidiaries as well as all future acquisitions.

From 2012 to the last trailing twelve months (as of 9/30/21), Novanta has grown adjusted revenues at a 13% annualized rate. Adjusted EBITDA has grown at a 14.9% annualized rate. The company has achieved these growth rates by divesting and acquiring several businesses since 2012. Importantly, the company has acquired businesses using its cash flows and debt, not by issuing equity and diluting current shareholders.

As of the last twelve months, Novanta earned about $650 million in revenues with EBITDA margins in the high teens. With a focus on acquiring niche businesses and applying NGS, Novanta is still in the early stages of compounding value at high rates.

ANDVARI TAKEAWAY

After outperforming the market for a string of years, Andvari underperformed the market by a wide margin in 2021. Our results were to be expected given our concentrated style of investing. However, we still earned a return that is above the long-term market averages. With many of our largest holdings underperforming the market in 2021, we believe Andvari’s portfolio is ready for a rebound.

As always, I love to hear from clients and interested parties about anything on your mind. Please contact me with your thoughts, comments, or questions.

Sincerely,

Douglas E. Ott, II

DISCLOSURES AND END NOTES

^[i] Andvari performance represents actual trading performance of all, actual clients beginning on 4/12/13. Performance from 12/31/12 to 4/12/13 is actual performance of proprietary accounts, namely the accounts of Andvari’s principal, Douglas Ott. Andvari believes including Ott’s performance figures for the first 4 months and 12 days of 2013 is fair as he managed those accounts similarly to Andvari’s first clients. All performance, including the initial proprietary period, are net of management fees (assumed to be 1.25% per annum, paid quarterly, as currently advertised), net of brokerage commissions and expenses, time-weighted, and includes all cash and other securities. Performance includes realized and unrealized returns and excludes the effects of taxes on incurred gains or losses. Andvari does not certify the accuracy of these numbers. Performance data quoted represents past performance and does not guarantee future results.

The indexes are listed as benchmarks and are total return figures and assumes dividends are reinvested. The S&P 500 Total Return Index is a float-adjusted, capitalization-weighted index of 500 U.S. large-capitalization stocks representing all major industries. The Russell 2000 Index is an index of 2,000 U.S. small-cap stocks. It is not possible to invest directly in an index. Because Andvari client portfolios are non-diversified, the performance of each holding will have a greater impact on results and may make them more volatile than a more diversified index. Andvari also engages or may engage in strategies not employed by the S&P 500 or the Russell 2000 including, without limitation, the use of leverage.

One may request a list of all securities mentioned or recommended for the preceding year as of the date of this letter. You may contact Andvari using the information below. Actual client results may differ from results depicted in this letter. Any investment involves substantial risks, including, but not limited to, pricing volatility, inadequate liquidity, and the loss of principal. Investment strategies managed by Andvari Associates LLC may have a position in the securities or assets discussed in this article. Securities mentioned may not be representative of the Andvari's current or future investments. Andvari may re-evaluate its holdings in any mentioned securities and may buy, sell or cover certain positions without notice.

The discussion of Andvari’s investments and investment strategy (including, but not limited to, current investment themes, the portfolio managers’ research and investment process, and portfolio characteristics) represents the views and opinions of Andvari’s portfolio managers and Andvari Associates LLC, the investment adviser, at the time of this report, and can change without notice.

This document does not in any way constitute an offer or solicitation of an offer to buy or sell any investment, security, or commodity discussed herein or of any of the affiliates of Andvari.

The information contained in this document may include, or incorporate by reference, forward-looking statements, which would include any statements that are not statements of historical fact. Any or all of Andvari’s forward-looking assumptions, expectations, projections, intentions or beliefs about future events may turn out to be wrong. These forward-looking statements can be affected by inaccurate assumptions or by known or unknown risks, uncertainties, and other factors, most of which are beyond Andvari’s control. Investors should conduct independent due diligence, with assistance from professional financial, legal and tax experts, on all securities, companies, and commodities discussed in this document and develop a stand-alone judgment of the relevant markets prior to making any investment decision.

One of Andvari’s largest and longest-held investments is Charter Communications, which we own via Liberty Broadband. On the back of several recent sell-side downgrades, shares of Charter have declined from all-time highs of $821 on 9/2/21 to $606 as of 12/13/21. Fears related to slowing customer additions and increasing capital expenditures are overblown. Charter is a high quality business and now is not the time to cut the cord on this investment.

Charter is the second largest cable company in the United States. It serves more than 31 million customers in 41 states through their Spectrum brand. Its network passes over 54 million households and businesses. Some of the qualitative features of Charter’s business include…

PREDICTABLE, RECESSION RESISTANT REVENUES

Customers sign up for one- or two-year contracts and pay on a monthly basis. This is also a recession resistant business. Internet, TV, and mobile phones are three things most people cannot live without. Thus, revenues and profits are extremely predictable.

HIGH FIXED COST NETWORK

Over the last two decades, the cable industry has invested over $300 billion in infrastructure. From 2016 to 2020, Charter alone has invested just shy of $37 billion. To replicate Charter’s network from scratch would be virtually impossible. Even Google, despite its vast resources, ultimately pulled the plug on its Google Fiber efforts.

Although Charter is a capital intensive business, we love that each new customer it signs up is more profitable than the prior one. This occurs naturally with a high fixed cost network. More customers means lower costs on a per customer basis. Spreading costs—that are relatively fixed—among a greater number of customers leads to profits growing faster than revenues over time.

CAPITAL ALLOCATION AND STRUCTURE

Because of the predictability of its revenues and its growth, Charter has taken on debt that it has used to repurchase its own shares. This is the heart of its levered equity return framework. Thus, as Charter has grown its revenues at mid-single digit rates and profits at high single-digit rates, on a per share basis these have grown at much higher rates.

Also, Charter’s capital structure is efficient and optimal. As of 9/30/21, the company has a leverage ratio of 4.32x (over the last twelve months, Charter has $20.25 billion of adjusted earnings before interest, taxes, and depreciation and amortization that supports a net debt load of $80 billion). The weighted average cost of debt sits at 4.5%. The weighted average life of its debt is 14.1 years.

HIGH QUALITY AND ALIGNED MANAGEMENT

Tom Rutledge took over as CEO of Charter on February 13, 2012. During Rutledge’s tenure thus far, Charter’s cumulative share performance is 831% versus 320% for the S&P 500.

Rutledge has been richly rewarded for achieving excellent performance for all shareholders. He now owns shares of Charter worth $1 billion. CFO Chris Winfrey owns shares worth $370 million. We believe they have every desire and incentive to continue growing shareholder value over the long run.

ANDVARI TAKEAWAY

Andvari remains a shareholder of Charter through Liberty Broadband because of the quality of the business and a superb management team that is aligned with shareholders. We particularly like the predictability and resilience of the business. Given the decline in share price since September, we expect Charter to outperform the market over the next five years. If you'd be interested in a more detailed report on Charter, please contact us.

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IMPORTANT DISCLOSURE AND DISCLAIMERS

Investment strategies managed by Andvari Associates LLC ("Andvari") may have a position in the securities or assets discussed in this article. At the time of publication of this blog, Andvari clients had a position in Charter via its ownership of Liberty Broadband. Andvari may re-evaluate its holdings in any mentioned securities and may buy, sell or cover certain positions without notice.

This document and the information contained herein are for educational and informational purposes only and do not constitute, and should not be construed as, an offer to sell, or a solicitation of an offer to buy, any securities or related financial instruments. This document contains information and views as of the date indicated and such information and views are subject to change without notice. Andvari has no duty or obligation to update the information contained herein. Past investment performance is not an indication of future results. Full Disclaimer.

© 2021 Andvari Associates LLC

Self storage companies have been some of the best-performing real estate companies over the last decade. UK-based Safestore particularly stands out. Spurred by a recent In Practise interview, Andvari delved deeper into Safestore and discovered it exhibits many of the features for which Andvari looks in a high quality business.

LONG-TERM GROWTH TAILWINDS

Safestore was founded in 1998 with just a handful of locations and has grown to be the largest self storage company in the UK. Safestore has 126 wholly owned sites followed by Big Yellow with 75 wholly owned stores. Safestore has also ventured into Europe in the last few years.

With Safestore, there’s still opportunity to grow the business. The company will continue to consolidate a highly fragmented market and will continue to grow organically. In terms of fragmentation, there are roughly 1,900 storage sites in the UK. However, the six largest operators own just 352 of these, barely 20% of the total UK market.

In terms of organic growth, there remains a huge opportunity for the self storage industry to continue growing in the UK and Europe. First, according to Dave Davies, a former Operations Director at Safestore (see the In Practise interview), the UK has 0.7 square feet of self storage per capita compared to nearly 10 square feet in the US, 1.9 in Australia, and only 0.2 throughout Europe. Second, surveys indicate that roughly half of consumers in the UK either knew nothing about the service offered by self storage operators or had not heard of self storage at all. 

PREDICTABLE REVENUES, RECESSION RESISTANT

Although customer churn is high at 100% to 120% per year (meaning Safestore must replace all its customers every year), revenues are still steady and predictable. For example, customers that existed prior to the start of 2020 contributed 70% to 80% of Safestore’s 2020 revenues.

Andvari also likes that the self storage business is recession resistant. Births, marriages, deaths, divorces, and downsizing happen regardless of the economy. All these life events drive the need for storage space. (See also Andvari’s blogs on other recession resistant businesses like Chemed's Roto-Rooter and Water Intelligence).

COMPETITIVE MOAT

The self storage industry cannot be disrupted by tech companies. If you need physical space to store physical items, a self storage company is the only option outside of moving into a larger home or office. Another barrier to entry that is specific to Safestore is that the majority of its revenues come from its locations in London and Paris. Both are densely populated areas where land is scarce and land values are high. This means extremely limited availability for new sites. Safestore also enjoys the protections of city planning regulations as well as laws that strongly favor the rights of leaseholders.

LOW CAPEX REQUIREMENTS

Capital expenditures to maintain Safestore’s current business are small relative to total revenues at just £7 million on £162 million of revenues. This allows Safestore to allocate generous cash flows towards building or buying new stores. This will in turn provide more fuel for Safestore to buy and build a greater number of stores each year.

ANDVARI TAKEAWAY

Safestore’s qualitative features combine to create a high margin, resilient business with a high probability of many decades of growth left ahead of it. Andvari believes Safestore and its peers are worthy of addition to our investment watch list.

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Further Reading

• In Practise interview of Former Operations Director at Safestore Holdings
• Safestore Investor Relations
• Big Yellow Self Storage Investor Relations
• Extra Space Storage Investor Relations

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IMPORTANT DISCLOSURE AND DISCLAIMERS

Investment strategies managed by Andvari Associates LLC ("Andvari") may have a position in the securities or assets discussed in this article. At the time of publication of this blog, Andvari clients had no position in Safestore or Water Intelligence. Andvari clients do have a position in Chemed. Andvari may re-evaluate its holdings in any mentioned securities and may buy, sell or cover certain positions without notice.

This document and the information contained herein are for educational and informational purposes only and do not constitute, and should not be construed as, an offer to sell, or a solicitation of an offer to buy, any securities or related financial instruments. This document contains information and views as of the date indicated and such information and views are subject to change without notice. Andvari has no duty or obligation to update the information contained herein. Past investment performance is not an indication of future results. Full Disclaimer.

© 2021 Andvari Associates LLC

Andvari has found yet another highly profitable and fast-growing services business. The business is Water Intelligence plc. It’s based in London, but it’s core subsidiary, American Leak Detection (“ALD”), does business in the States. ALD is a franchise business and a leader in using technology to pinpoint and repair water leaks without destruction. ALD possesses several attributes of a high quality business. In fact, ALD shares many of the same qualities of Chemed’s Roto-Rooter business (see "How a Boring Service Business Produced Tech-Like Returns"). The qualitative features of the business has led to astounding share price performance: 3,700% cumulative returns over the last decade.

RECESSION-RESISTANT AND HIGH MARGINS

ALD's purpose is to help find and repair water leaks without tearing open walls, ceilings, or floors. Leaks and water damage happen regardless of whether the economy is good or bad. Finding and repairing the leak is something a homeowner must do. Further, because these situations are non-discretionary and somewhat urgent, the consumer is less sensitive to price. This is very similar to the situation of a Roto-Rooter customer. Thus, ALD currently has operating margins in the upper teens and there is still room to increase these margins.

REACQUIRING FRANCHISEES

Over the last decade, ALD has reacquired the operations of its franchisees (also similar to Roto-Rooter). This has unlocked significant value as it transforms indirect royalty income to higher margin direct corporate income. To illustrate, if ALD’s $17.4 million of revenues (as of 2020) from corporate-operated locations were executed by franchisees, ALD would only receive $0.27 million of pre-tax profit instead of $3.8 million. Although ALD certainly seeks to grow the number of franchisees, the selective reacquisition of these franchises to operate them internally has created tremendous value.

MANAGEMENT WITH SKIN IN THE GAME

Patrick DeSouza is the current Executive Chairman of Water Intelligence. He also is the largest shareholder of the company, owning 28.19% of outstanding shares. With the market cap at about $270 million (USD), DeSouza’s shares are worth $76 million. Andvari always appreciates management with a lot of skin in the game. This makes it more likely a manager will invest for the long-term. It also aligns the manager’s interests with all other shareholders. By doing well for himself, DeSouza has done well for all other shareholders.

OPPORTUNITIES FOR CONTINUED GROWTH

There is still a long runway for growth. First, Water Intelligence is still a small business. Reported annual revenues are just now approaching $35 million. However, the gross revenues have passed $140 million million. This gross revenue figure includes the indirect sales by franchisees from which ALD’s franchise royalty income is derived. 

Second, as noted in the above paragraph, there is a huge opportunity to reacquire franchisees. There is nearly $100 million of revenues ALD can acquire from which it can earn greater profits.

Finally, Water Intelligence is in the beginning innings of expanding internationally. Although they are starting from a low base, operations in the UK, Australia, and Canada grew at a combined rate of 27% during 2020.

ANDVARI TAKEAWAY

Although Water Intelligence currently trades at a very high multiple of earnings, there are many reasons why it should. It’s a profitable, growing, and recession-resistant service business run by an owner operator with skin in the game. Finally, the corollaries to Chemed’s Roto-Rooter business, or even Rollins with their Orkin pest control business, should give a potential shareholder conviction Water Intelligence deserves to be highly valued. Water Intelligence is a recent, and well-deserved addition to Andvari’s watch list. We look forward to keeping tabs on this company in the years to come.

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IMPORTANT DISCLOSURE AND DISCLAIMERS

Investment strategies managed by Andvari Associates LLC ("Andvari") may have a position in the securities or assets discussed in this article. At the time of publication of this blog, Andvari clients had no position in Water Intelligence or Rollins. Andvari clients do have a position in Chemed. Andvari may re-evaluate its holdings in any mentioned securities and may buy, sell or cover certain positions without notice.

This document and the information contained herein are for educational and informational purposes only and do not constitute, and should not be construed as, an offer to sell, or a solicitation of an offer to buy, any securities or related financial instruments. This document contains information and views as of the date indicated and such information and views are subject to change without notice. Andvari has no duty or obligation to update the information contained herein. Past investment performance is not an indication of future results. Full Disclaimer.

© 2021 Andvari Associates LLC

CCC Intelligent Solutions (“CCCS”) is a company that is recently public. The company helped pioneer Direct Repair Programs for the auto insurance economy in 1992. Since then, CCCS has built a software platform and network that solves the needs of auto insurance companies and auto collision repair shops. Andvari has added CCCS to its watchlist as it has many of the hallmarks of a high quality business for which we always seek.

SOLVING PROBLEMS FOR HIGHLY COMPLEX AND REGULATED INDUSTRY

How an auto collision is handled by all industry participants is highly complex. A single collision event can require the resolution of hundreds of transactions and decisions. Who will be the best repair facility and part supplier? What local rates and prices apply? What local regulations apply? What’s the damage to the vehicle and what is needed to restore it? The slide below shows all the different variables that must be considered.

Building a system to handle such complexity has taken decades and hundreds of millions of dollars. The time and money it would take a new competitor to effectively compete against CCCS is substantial. Andvari views this both as a formidable moat for the company against new competition and as the source of CCCS’s attractive financials.

NETWORK AND ECOSYSTEM EFFECTS

More than 300 insurers and over 26,000 repair facilities are connected to CCCS’s network. Parts suppliers, auto OEMs, and financial institutions are also connected. This network creates value for all connected parties by enabling collaboration, streamlining of operations, and the reduction of claims management costs.

Andvari always appreciates how network effects can strengthen business. A strong network effect helps retain customers and increases the likelihood of adding new customers. This makes revenue growth stronger and more certain. A company with a dominant network, which CCCS might have, is a moat that a competitor usually has low odds of duplicating.

TREASURE TROVE OF DATA

CCCS has processed $1 trillion of historical data through its network. It is now processing $100 billion of transactions annually. They use the data to help reduce costs for insurance carriers and drive revenues to repair shops. This treasure trove of data will be extraordinarily hard for any other company to replicate and acts as another barrier to new competition.

STICKY CUSTOMERS AND PREDICTABLE REVENUES

CCCS’s business model enables sticky customer relationships and highly predictable revenues. Average contract length is around 3-5 years in length. 96% of revenues are recurring software revenues. As of 2019, gross dollar retention was 97% while net dollar retention was 107%. Given its customer-centric approach to business, it’s not surprising CCCS has a high net promoter score of 80. For comparison, Starbucks has an NPS of 77 and Apple has an NPS of 47.

Another awesome data point is that 70% of CCCS revenues come from accounts that are 10 years or older. Furthermore, the average revenue per long-term insurance customer has risen 80% from 2010 to 2019.

CAPITAL EFFICIENT BUSINESS MODEL

With gross margins in the mid 70s and adjusted EBITDA margins in the mid-30s, the company spits out cash. Andvari loves software businesses like CCCS as they require little capital to grow. CCCS aims to have capex as a percent of revenue in the 4-7% range and working capital as a % of revenue in the low single-digits. A capital efficient business enables higher cash flows that can be used to reinvest in the business, acquire other businesses, or else be returned to shareholders. Cash can compound at a higher rate in businesses like this.

MANAGEMENT WITH SKIN IN THE GAME

Githesh Ramamurthy is the Chairman and CEO of CCCS. He’s been with the company for 29 years and is the beneficial owner of a little over 33.5 million shares (5.6% of outstanding shares). At a share price of $11.53, Githesh’s stake in CCCS is worth nearly $390 million. As a group, directors and executives own 6.2% of shares outstanding. We believe this is more than enough motivation for them to continue to create value for themselves and all other shareholders.

ANDVARI TAKEAWAY

From a high-level view, CCCS possesses many of the characteristics of a high quality business. It has a deep understanding of a highly complex and highly regulated industry. It’s software platform benefits from network effects and has an enormous treasure trove of historic data. Revenues are sticky and predictable, margins are high, cap-ex is low, and the CEO and Chairman has an enormous stake in the company. CCCS is worthy of addition to any watchlist as it has high potential to grow and compound shareholder value for years to come.

Further reading:

• CCCS August, 27, 2021 S-1 Filing
• CCCS February 2021 investor presentation

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IMPORTANT DISCLOSURE AND DISCLAIMERS

Investment strategies managed by Andvari Associates LLC ("Andvari") may have a position in the securities or assets discussed in this article. At the time of publication of this blog, Andvari clients had no position in CCCS. Andvari may re-evaluate its holdings in any mentioned securities and may buy, sell or cover certain positions without notice.

This document and the information contained herein are for educational and informational purposes only and do not constitute, and should not be construed as, an offer to sell, or a solicitation of an offer to buy, any securities or related financial instruments. This document contains information and views as of the date indicated and such information and views are subject to change without notice. Andvari has no duty or obligation to update the information contained herein. Past investment performance is not an indication of future results. Full Disclaimer.

© 2021 Andvari Associates LLC

Below is a selection from Andvari's latest quarterly letter. Please enjoy.

Dear Friends,

For the first nine months of 2021 Andvari is up 6.5% net of fees while the S&P 500 is up 15.9%.^[i] Andvari clients, please refer to your reports for your specific performance figures. The table below shows Andvari’s composite performance against two benchmarks while the chart shows the cumulative gains of $100,000 investments.

ANDVARI HOLDINGS

During the third quarter, one of our largest and longest-held investments—“Company A”—announced the largest acquisition in its history. Company A will increase its revenue base by about 40% by acquiring “Company B”. Company B has a set of genetic analysis products that enable labs and pharmaceutical companies to perform certain types of diagnostics more quickly and at a lower cost.

Andvari believes the best is still yet to come with our investment in Company A. Depending on the size and pace of future acquisitions, this serial acquirer can grow revenues 4x–5x over the next ten years while maintaining high margins and cash flows. As Company A grows, it will have ever-increasing cash flows to allocate to larger and larger acquisitions. Cash flows will compound. At a minimum, Andvari expects over the long run to earn annualized returns in the low-teens as shareholders of Company A.

A new entrant to Andvari’s portfolio is Chemed. We sold our investment in a large, customer-focused enterprise software company to make room for this overlooked holding company based in Cincinnati, Ohio. Chemed’s two subsidiaries are Roto-Rooter (plumbing and drain cleaning) and VITAS Healthcare (hospice care provider). Chemed checks many of the boxes within Andvari’s qualitative-based investment framework:

• Stable and predictable revenues from two recession resistant businesses;
• Low capital expenditure requirements;
• Roto-Rooter and VITAS have good organic and inorganic growth opportunities as both are the largest players in markets that are still highly fragmented and populated mainly with “mom-and-pop” competitors;
• Management has demonstrated excellent capital allocation skills; and
• Management is long-tenured and highly aligned with shareholders.

…

ANDVARI PARTNERS LP

In the prior quarter’s letter we mentioned the launch of Andvari Partners LP, Andvari’s first investment fund. The fund’s track record officially started in early August. For more information we urge you to contact us at info@andvariassociates.com.

ANDVARI TAKEAWAY

For the first nine months of 2021, Andvari still trails the market by a wide margin. However, we’ve caught up a bit in the third quarter. Looking at our collective performance over the past three and five years, Andvari has outperformed the market net of management fees. This outperformance is in spite of the fact that Company A—our largest holding now—has significantly underperformed against the market this year. Finally, we are strong believers in Company A and in our new Chemed investment.

As always, I love to hear from clients and interested parties about anything on your mind. Please contact me with your thoughts, comments, or questions.

Sincerely,

Douglas E. Ott, II

DISCLOSURES AND END NOTES

^[i] Andvari performance represents actual trading performance of all, actual clients beginning on 4/12/13. Performance from 12/31/12 to 4/12/13 is actual performance of proprietary accounts, namely the accounts of Andvari’s principal, Douglas Ott. Andvari believes including Ott’s performance figures for the first 4 months and 12 days of 2013 is fair as he managed those accounts similarly to Andvari’s first clients. All performance, including the initial proprietary period, are net of management fees (assumed to be 1.25% per annum, paid quarterly, as currently advertised), net of brokerage commissions and expenses, time-weighted, and includes all cash and other securities. Performance includes realized and unrealized returns and excludes the effects of taxes on incurred gains or losses. Andvari does not certify the accuracy of these numbers. Performance data quoted represents past performance and does not guarantee future results.

The indexes are listed as benchmarks and are total return figures and assumes dividends are reinvested. The S&P 500 Total Return Index is a float-adjusted, capitalization-weighted index of 500 U.S. large-capitalization stocks representing all major industries. The Russell 2000 Index is an index of 2,000 U.S. small-cap stocks. It is not possible to invest directly in an index. Because Andvari client portfolios are non-diversified, the performance of each holding will have a greater impact on results and may make them more volatile than a more diversified index. Andvari also engages or may engage in strategies not employed by the S&P 500 or the Russell 2000 including, without limitation, the use of leverage.

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The discussion of Andvari’s investments and investment strategy (including, but not limited to, current investment themes, the portfolio managers’ research and investment process, and portfolio characteristics) represents the views and opinions of Andvari’s portfolio managers and Andvari Associates LLC, the investment adviser, at the time of this report, and can change without notice.

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Imagine a company. It's not based in or anywhere near Silicon Valley. It's enterprise value is $7.5 billion and has revenues of $2 billion. It doesn't have a sexy, fast-growing tech business. It clears drain pipes and provides hospice care. Yet the shares of this company have achieved "tech-like" returns over the last decade.

Chemed, the owner of Roto-Rooter and hospice care provider VITAS, has many qualities that Andvari finds attractive in an investment. The main four are:

• Being in steady, recession-resistant service businesses that require little capital;
• Being a large player in markets that are still highly fragmented and populated with "mom-and-pop" competitors;
• Excellent capital allocation; and
• A long-tenured management team that is in alignment with shareholders.

ROTO-ROOTER AND VITAS

Roto-Rooter is the largest provider of plumbing and drain cleaning services in North America. It has a presence in 127 company-owned territories and 369 franchise territories. EBITDA margins are in the mid-20s. VITAS Healthcare is the largest hospice services in the U.S. with a presence in 14 states and the District of Columbia. EBITDA margins for VITAS are in the high teens.

Both VITAS and Roto-Rooter have grown annual revenues in the 5–6% range for many years. Both require little capital expenditures—capex as a percent of revenues has ranged between 2–3%. Both are recession resistant. The state of the economy has no bearing on the decision of anyone with a plumbing emergency or anyone with a terminal illness who needs or desires hospice care.

From Andvari's perspective, steadily growing, and recession-resistant businesses are great qualities to have in an investment. These businesses ought to deserve a premium valuation due to their greater ability to make it through an economic downturn and little need for capital to continue growing.

LARGEST PLAYER IN HIGHLY FRAGMENTED MARKETS

Roto-Rooter and VITAS are each the largest players in highly fragmented markets. Roto-Rooter has an estimated 15% of the drain clearing market and a 2–3% share of the same day service plumbing market. VITAS has about a 7% share of the U.S. hospice market. This positioning allows both ample opportunity to grow organically and by acquisition for decades to come.

Furthermore, because Roto-Rooter and VITAS have greater scale, and the competition for both are coming from "mom-and-pop" organizations operating on thinner margins, both can spend more on branding, advertising, training, and offering new services. This gives both Chemed companies a solid advantage over their competitors.

A HISTORY OF CAPITAL ALLOCATION 

Another quality for which Andvari always looks is a management team skilled at capital allocation. The first proof of Chemed's seriousness about capital allocation comes straight from its 2020 form 10-K (emphasis Andvari's): "Chemed purchases, operates and divests subsidiaries engaged in diverse business activities for the purposes of maximizing shareholder value. The Company's day to day operating businesses are managed on a decentralized basis."

In Andvari's words, Chemed views itself as a pure allocator of capital seeking to maximize long-term shareholder value. Furthermore, Chemed's head office does not meddle too much in how its subsidiaries run their respective businesses. Both qualities—excellent capital allocation and decentralized operations—could make Chemed a good candidate for a second Outsiders book.

More proof of Chemed's dedication to maximizing shareholder value is evident from the extraordinary action it took in 1999. The company announced they'd be cutting their dividend from a quarterly $0.265 per share to $0.05 per share. The dividend yield on their shares went from over 7% to 1.4%.

The reason for the dividend cut was to have more resources for internal growth and acquiring more Roto-Rooter franchises. Companies rarely cut their dividend. When they do it's usually forced upon them by awful capital allocation decisions from prior years. A company with the fortitude to make an unforced decision that is unpopular in the short-term, yet could ultimately create more value in the long-term, will always be worth Andvari's time to investigate.

ALIGNED AND LONG-TENURED MANAGEMENT

Chemed has a management team with long tenures and who are aligned with Chemed shareholders. Importantly, Chemed executives have significant personal wealth tied to the long-term performance of the company. Yet another important quality for which Andvari always looks.

• Kevin McNamara has been with Chemed since 1986. He has served as President since 1994 and CEO since 2001. He is a beneficial owner of shares worth over $93 million.
• David Williams has been with Chemed since 1990. He has served as CFO since 2004. He is a beneficial owner of shares worth over $43 million.

For long-term compensation, management is compensated based on a combination of: 3-year adjusted earnings per share growth and 3-year total shareholder return as compared against their peer group. This incentive plan combined with management’s already significant shareholdings means that management is well-aligned with all other Chemed shareholders (see also Andvari's "Quick Guide to Executive Comp").

HISTORICAL FINANCIAL RESULTS

Chemed's intangible qualities have coalesced into the production of excellent financial results. The chart below shows steady growth of revenues and adjusted EBITDA.

The next chart shows growth of revenues and adjusted EBITDA on a per share basis since Chemed's acquisition of VITAS (acquired February 2004). Given Chemed's large and continuing share repurchases, adjusted EBITDA per share has grown at an annualized rate of nearly 20% since 2003.

Finally, Chemed shareholders have enjoyed exceptional cumulative performance over the last 10 years. Chemed has outperformed the S&P 500 and NASDAQ 100 indices. The company has also kept up with or outperformed several other tech and software businesses (like Salesforce and Autodesk) that are all wonderful in their own right.

ANDVARI TAKEAWAY

A decidedly non-tech business with annual revenues growing at "just" a 5–6% pace can still outperform an index of tech stocks. A combination of important qualitative factors are the necessary ingredients for success. Chemed's two service businesses will always be in demand regardless of the economy. Roto-Rooter and VITAS have low capital requirements. Both businesses are the largest in highly fragmented markets which gives them the opportunity to gain more scale through acquisitions. Finally, Chemed's management team are skilled allocators of capital and are well aligned with other shareholders given their large holdings of Chemed shares.

Chemed fits squarely within the framework of Andvari's qualitative-focused investment process. This unassuming and under-the-radar company is well worth a look for inclusion in any long-term investment portfolio.

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IMPORTANT DISCLOSURE AND DISCLAIMERS

Investment strategies managed by Andvari Associates LLC ("Andvari") may have a position in the securities or assets discussed in this article. At the time of publication of this blog, Andvari clients had a position in Chemed. Andvari may re-evaluate its holdings in any mentioned securities and may buy, sell or cover certain positions without notice.

This document and the information contained herein are for educational and informational purposes only and do not constitute, and should not be construed as, an offer to sell, or a solicitation of an offer to buy, any securities or related financial instruments. This document contains information and views as of the date indicated and such information and views are subject to change without notice. Andvari has no duty or obligation to update the information contained herein. Past investment performance is not an indication of future results. Full Disclaimer.

© 2021 Andvari Associates LLC

Andvari has recently discovered SDI Group, a company that could become the next great U.K.-based serial acquirer. Over the last decade, this small company has grown revenues nearly five-fold. SDI has done this organically and through over a dozen acquisitions. 

Andvari’s Interest in Serial Acquirers

Good companies with management teams skilled at capital allocation have historically greater odds of producing market beating returns. Andvari recently studied a short list of serial acquirers. We analyzed how long it took these companies to reach various revenue thresholds. Many grew rapidly through acquisition, while some grew at a more moderate pace. The one thing nearly all of them had in common was superlative performance during these periods, both in absolute and in relative terms.

Fitting the Mold

SDI seeks to buy and build niche businesses in the life science and technology markets. They have a variety of businesses in the digital imaging and sensing and control sectors. For example, SDI’s Synoptics Health manufactures ProReveal, a test to detect residual proteins on surgical instruments using fluorescence. SDI also owns Opus Instruments, a world leader in the field of Infrared Reflectography cameras for use in art conservation.

Acquisition Criteria

SDI has positioned itself as a sort of permanent home for niche businesses in the life science and technology markets. The company prefers to fund acquisitions from the cash flows of their existing businesses where possible. After acquisition, SDI implements financial controls and objectives, but otherwise allows the acquired business to run autonomously. The goal is to focus on the long-term and to “create an environment for the businesses to grow and develop with investment if required.”

Skilled Management

Regarding management, Mike Creedon has helmed the company as CEO since August 2011. Since then, Creedon has overseen the dramatic growth of the company. He has made over a dozen acquisitions. Annual revenues have grown from £7.2 million in 2012 to £35.1 million in 2021. Gross margins also grew from the high 50s to the mid-60s during this period. SDI’s share price has thus far reflected these excellent long-term results.

Andvari Takeaway

SDI Group appears to have the basic characteristics of a young serial acquirer that can produce excellent returns for shareholders (see our prior post on M&A wisdom from Halma plc). SDI’s management has proven to be capable over the prior ten years by acquiring good businesses at fair prices. Furthermore, with just £35 million in annual revenues, to say there is still room for SDI to grow would be a vast understatement. Based on Andvari’s study of other successful serial acquirers, it is certainly possible for SDI to grow revenues to £100 million within the next 7 years. If this turned out to be the case, we think it is likely shareholders will be quite happy.

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IMPORTANT DISCLOSURE AND DISCLAIMERS

Investment strategies managed by Andvari Associates LLC ("Andvari") may have a position in the securities or assets discussed in this article. At the time of the conversation and as of the publication of this transcript, Andvari clients had no position in SDI Group. Furthermore, Andvari clients have not had a position in SDI Group in the past. Andvari may re-evaluate its holdings in any mentioned securities and may buy, sell or cover certain positions without notice.

This document and the information contained herein are for educational and informational purposes only and do not constitute, and should not be construed as, an offer to sell, or a solicitation of an offer to buy, any securities or related financial instruments. This document contains information and views as of the date indicated and such information and views are subject to change without notice. Andvari has no duty or obligation to update the information contained herein. Past investment performance is not an indication of future results. Full Disclaimer.

© 2021 Andvari Associates LLC

The following article contains selected highlights from a live Q&A on August 10, 2021 between Douglas Ott, founder and CIO of Andvari Associates, and Catherine Corrigan, President and CEO of Exponent (NASDAQ: EXPO). At the time of the conversation and as of the publication of this transcript, Andvari clients had no position in Exponent. The transcript has been edited for clarity. Please read the full disclaimers at the end of the PDF transcript via the link below.

The complete 16-page transcript is available here or via Andvari's Client & Prospective Client Document Portal.

CATHERINE CORRIGAN – PRESIDENT & CEO OF EXPONENT

From a Family of Engineers

I come from a family of engineers and technical people. My father, he has a PhD in electrical engineering from Cornell. He had a career at Bell Laboratories. My older sister went into engineering. She’s a mechanical engineer at Penn and at MIT. My mother went back to school later in life and became a network software manager. The culture of my immediate family was really around technology, and science and engineering.

A Desire to Provide Immediate Solutions to Problems

At that point in time [having just completed a PhD], I would not have imagined myself in the seat that I’m in right now. It’s interesting. As you go through a PhD program, particularly on the engineering side, so much of what you see in terms of your faculty and your mentors, and what folks are doing there, they’re continuing on to do research. They’re going into postdoctoral fellowships, and then they’re becoming assistant professors, and then they’re getting tenure. This was the sort of traditional path. I applied for some of those and I followed that path. I had some opportunities along those lines, but it just wasn’t what I really thought I would be passionate about.

I really had a desire to be not doing basic research that might not see an application for 20 years or 30 years. I was much more interested in immediate solutions to problems that are happening right now. And really practical and applied solutions. I recognized I had a postdoctoral fellowship all queued up and I said, “Well, there’s this company called Failure Analysis [Exponent's former name] that looks sort of interesting.” They had come to campus at MIT to do some interviews. And so I did that interview, and the rest is history.

On Exponent's Culture of Scientific Excellence

Well, our culture around scientific excellence has been a constant throughout that time. That is a core value of the organization that has been in place and has been a foundation for the business. Our clients recognize that we are bringing the most advanced science, the most critical eye, that level of independence. That has always been there.

The company has certainly evolved over the course of time. When I started, I would say probably 85% or 90% of the portfolio of the company was this failure analysis, reactive type of business. And the nature of those engagements is very different than the engagements that we now have on the proactive space. The collaborative nature of our workplace has steadily increased over the course of time.

We have recognized the degree of differentiation that we have as a company, because of not only the critical mass of expertise, but our ability to form these interdisciplinary teams, literally at the at the snap of a finger in order to solve a client’s problem. So it’s this sort of culture of collaboration, this culture of bringing diversity in all its dimensions. Technical disciplines, years of experience. We need the industry expert who has 20, 30, 40 years of experience, but we also want the new PhD who worked on the leading edge technology, right? We can bring those together. And I really do think that that interdisciplinary collaboration that we’ve been able to foster in our culture over time, has been a big driver of the company’s success.

Exponent's Competitive Moat: Multiple, Premium Services Under One Roof

I would describe the competitive landscape as fragmented. We have competition in everything that we do. But there isn’t a single entity that’s going to have the depth and breadth that we cover. If I look at our chemical regulatory folks—we’ve got that group in both the U.K. as well as in the U.S.—they’ve got competitors in that regulatory space. But those competitors are not going to crossover into some of the reactive kind of work that we get into with chemicals.

Or if I look at our vehicle engineering practice, there are boutique accident reconstruction firms out there that are very good, that I would consider to be premium service firms. But they’re going to have a single discipline. Or maybe they’re just doing accident reconstruction and they can’t go next door to bring that human factors expert in, to be able to talk about that human operator error and operator distraction side of the equation, right?

If there’s an explosion of an oil refinery, we can handle the root cause of that explosion with our thermal scientists. But then we’re also going to look at the chemistry issues of what’s being discharged both into the air as well as into the ecological environment. And then further downstream, what are the health effects of that? And how do you monitor that? So it’s very much a soup-to-nuts kind of coverage that we have. Whereas if you went elsewhere, you you’d have to patchwork together maybe five different boutique firms.

We could be a much, much bigger company, if we decided to pursue more commodity-level professional services work. Lower costs, lower rates, lower margins: it’s just a race to the bottom. That’s not what we’re about. We want to solve the problems that only we can solve. I think our competitors have been just amazed at how much of a proactive portfolio we have been able to build. We charge the same rates for proactive work as we do for our reactive work. One person, one rate is our philosophy.

On Being "Defender-in-Chief" of Exponent's Reputation

One of my jobs—and I didn’t list this when you asked me what I spend my time on—but I am certainly the Defender-in-Chief of Exponent’s reputation. Our reputation for scientific excellence, for objectivity, independence, all of those things. The way the regulators view us, the way the scientific community views us are foundational to our success. Maintaining that reputation through the quality of the people that we hire, and through our quality management system to ensure we’re not making errors in our work, and all those sorts of things that we have in place, is incredibly important to maintaining that absolutely top-level reputation.

[End of transcript highlights]

GET THE FULL INTERVIEW

Access to the complete 16-page transcript is available here or via Andvari's Client & Prospective Client Document Portal. Please contact Info@AndvariAssociates.com to request access to the portal.

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IMPORTANT DISCLOSURE AND DISCLAIMERS

Investment strategies managed by Andvari Associates LLC ("Andvari") may have a position in the securities or assets discussed in this article. At the time of the conversation and as of the publication of this transcript, Andvari clients had no position in Exponent. Furthermore, Andvari clients have not had a position in Exponent in the past. Andvari may re-evaluate its holdings in any mentioned securities and may buy, sell or cover certain positions without notice.

This document and the information contained herein are for educational and informational purposes only and do not constitute, and should not be construed as, an offer to sell, or a solicitation of an offer to buy, any securities or related financial instruments. This document contains information and views as of the date indicated and such information and views are subject to change without notice. Andvari has no duty or obligation to update the information contained herein. Past investment performance is not an indication of future results. Full Disclaimer.

© 2021 Andvari Associates LLC

Doma is a recently public company that is taking on the most antiquated portion of the home purchase market: the title, escrow and close portions. Doma has some excellent qualities Andvari likes to see in a potential investment. It's founder-led and it's the founder's second act. Incumbent competitors are at a disadvantage having prospered too long based on inertia rather than innovation. Finally, the financials can scale extraordinarily quickly as Doma gains name recognition, takes market share, and expands into adjacent lines of business.

What Does Doma Do Exactly?

Doma has created a platform that "seeks to eliminate all of the latent, manual tasks involved in underwriting title insurance, performing core escrow functions, generating closing documentation and getting documents signed and recorded." The platform accomplishes this by using data analytics, machine learning and natural language processing. Looking at just the title portion of Doma's services, Doma can underwrite title insurance in mere minutes as opposed to the usual 3–5 days it would take one of its legacy competitors. If a lender uses all of Doma's services, the typical 40 to 50 day mortgage closing time can be shortened by 15 to 25%.

Second Act of an Already-Proven Founder

Max Simkoff founded Doma in 2016 and remains the CEO. However, this is not the first company he founded. Max previously co-founded Evolv in 2006 and sold it in 2014 to Cornerstone for over $40 million. Evolv used similar technology as Doma, but instead applied it to evaluate the skills, work experience and personalities of a company's employees and job candidates. The fact that Simkoff has experience creating a successful business based on similar technology increases the odds he will be successful in this second act.

Fat and Lazy Incumbents

The big four legacy providers of title & escrow services are Fidelity National Financial (FNF), First American Financial (FAF), Old Republic (ORI) and Stewart Information Services (STC). The four have 80% market share in the US. For the past few decades they have just coasted on the benefits they've accrued as they consolidated the market.

These legacy providers have had little incentive to invest to the extent Doma has. Trying to catch up to Doma now would mean spending upwards of $65 million over many years. And even if they were successful in catching up in terms of technology, they'd still have to lower their fees to match Doma's level. This is a "high risk, low reward" proposition from the perspective of the incumbents.

One great piece of advice that applies to life, sports, and investing: "Go to where the competition isn't." Looking at the competitors Doma has, it's as if they don't have competition. From Andvari's perspective, we like situations where there is little to no true competition as it increases the odds of success.

Growing Revenues and Capturing Market Share

Another great thing about Doma is they operate in a large and steadily growing U.S. residential real estate market. In 2020, there were nearly 6.5 million homes sold. There were also 12 million mortgage originations with 40% from purchases and 60% from refinancings. Virtually all these mortgages required the services (title insurance, escrow, and closing) that Doma can provide.

Scaling the Business

As the disruptor in their small, $23 billion section of the nearly $320 billion home ownership market, Doma has grown and can continue to grow quickly. They will do this organically, through acquiring other small title agencies and plugging them into their platform, and by expanding into adjacent services like appraisal and warranty. It seems highly likely that Doma can meet their goal of doubling revenues in the next 3 years. In the process, their market share will go from 1–2% to nearly 5%. Given their tech advantage, it also seems highly likely Doma will eventually be as or more profitable than their legacy competitors.

Andvari Takeaway

Doma has some great qualities that Andvari believes can make for a potentially good investment. This company is founder and CEO Max Simkoff's second act. He built and sold a company before which makes it more likely he can do it again, perhaps with even greater success. Doma has created a much better service that is both cheaper and higher quality. Finally, the incumbent competitors have been lazy and it seems inevitable they will cede more market share to Doma.

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IMPORTANT DISCLOSURE AND DISCLAIMERS

Investment strategies managed by Andvari Associates LLC ("Andvari") may have a position in the securities or assets discussed in this article. Andvari clients do not currently have a position in Doma. Andvari may re-evaluate its holdings in any mentioned securities and may buy, sell or cover certain positions without notice.

This document and the information contained herein are for educational and informational purposes only and do not constitute, and should not be construed as, an offer to sell, or a solicitation of an offer to buy, any securities or related financial instruments. This document contains information and views as of the date indicated and such information and views are subject to change without notice. Andvari has no duty or obligation to update the information contained herein. Past investment performance is not an indication of future results. Full Disclaimer.

© 2021 Andvari Associates LLC

EverArc Holdings, the special purpose acquisition company (SPAC) co-chaired by Nick Howley and Will Thorndike, announced last month it will acquire Perimeter Solutions for $2 billion. Howley founded and led TransDigm, a company which has delivered a >35% IRR since 1993. Thorndike, aside from being the well-known author of The Outsiders, is a founding partner of successful private equity firm Housatonic Partners.

As they write, Perimeter is a "leading global manufacturer of high-quality firefighting products and lubricant additives." Given the success of both Howley and Thorndike in their respective careers, and the acquisition criteria they laid out, Andvari believes EverArc found a quality business.

EverArc Acquisition Criteria

EverArc laid out five criteria they wanted in a business:

• Recurring and predictable revenue streams
• Long-term secular growth tailwinds
• Products or services that account for critical but small portions of larger value streams
• Significant free cash flow generation with high returns on tangible capital
• Businesses in industries with potential for opportunistic consolidation

It's hard not to think a business that meets all these criteria would not be the epitome of a great business. Andvari has written about several of these criteria in the past. Flavor and fragrance makers like Robertet Groupe and McCormick are examples of businesses with products that account for critical but small portions of larger value streams. MSA Safety ("A Picks-and-Shovels 100-Bagger") falls into this category as well and also sells products that protect the lives of people like Perimeter. Constellation Software and HEICO are good examples of companies with significant free cash flows operating in industries with high potential for consolidation. 

Revenues: Growing and Recurring 

Andvari believes Perimeter and its Fire Safety segment (which accounts for 80% of total EBITDA) meets EverArc's criteria. Fire Safety revenues are recurring and predictable and the segment has secular growth tailwinds. The following charts are from a recent webinar presentation by Perimeter's CEO Eddie Goldberg. 

Spending to suppress forest fires has steadily increased over the decades. Acres per fire has steadily increased. The length of the fire season has also increased over time. Andvari then looked at data from California Dep't of Forestry and Fire Protection ("Cal Fire"), a state that has been plagued with costly fires in the last several years. Fire suppression expenditures in California have increased over a hundredfold in the last 40 years.

Small, But Critical Component

With the federal government regularly spending over $1.5 billion a year on suppressing fires, Fire Safety's retardant products are a small but critical component to these efforts. EverArc writes that fire retardant "consistently represents only approximately 2–3% of suppression costs in the US." This feature should allow the Fire Safety segment to operate with above average margins and a greater ability to raise prices.

Attractive Financials

Lo and behold, Perimeter indeed has extremely attractive financials. EBITDA margins are in the 40% range. Capital expenditures as a percent of revenue is ~2%. Even more interesting is EverArc's statement that Perimeter’s products enable value-based pricing. This means Perimeter can price its products based on the economic value it offers to the customer and not just the cost of the product. Nick Howley's TransDigm has expertly used value-based pricing as a way to continually raise prices on the thousands of different aerospace parts they sell to their customers.

Extensive Qualification of Products

Also similar to TransDigm, whose parts must undergo extensive testing and qualification by the Federal Aviation Administration, Perimeter's Fire Safety products must also undergo "extensive performance, safety and environmental testing." The Wildland Fire Chemicals Test Procedures section of the Forest Service website has a very long list of the tests that must be performed. Only after a fire chemical has successfully completed all the required tests will it gain listing on the Forest Service Qualified Products List (QPL). A chemical’s presence on the QPL is what allows federal agencies, states, and others to purchase it. This constitutes an effective barrier to entry for would-be competitors.

Potential for Consolidation?

Andvari does not have a great sense if there is an opportunity to consolidate parts of the fire suppression industry. Whether the industry is fragmented is a question a potential investor will have to answer through their own efforts. However, a good place to start would be looking at the QPLs of the Forest Service.

For example, in the category of long-term retardants, there are only two companies that have qualified. One is Perimeter's Phos-Chek brand and the other is Fortress's product. In fact, Fortress touts that its product is "the only new entrant in over two decades to achieve placement on the USFS Qualified Products List (QPL)." For Perimeter to have such a long-held position in this product category is a strong signal of business quality. However, this might not leave room for consolidation opportunities.

On the other hand, the QPLs for Class A Foams and Water Enhancers have a longer list of products that compete with Perimeter's products. There might be consolidation opportunities in these two categories. There might also be opportunities for Perimeter to acquire makers of equipment used to store, transport, and disperse firefighting foams.

Andvari Takeaway

Perimeter checks off many boxes in terms of business quality. Its products are small, yet critical parts to the end product or service. It has secular growth winds at its back. The financials of the business are excellent. Finally, we believe Co-Chairmen Howley and Thorndike will be excellent stewards of capital. Whenever Perimeter becomes publicly listed in the U.S., Andvari believes it is a company worthy of addition to any investor’s watch list.

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IMPORTANT DISCLOSURE AND DISCLAIMERS

Investment strategies managed by Andvari Associates LLC ("Andvari") may have a position in the securities or assets discussed in this article. Andvari clients do not have currently have positions in EverArc Holdings or Perimeter Solutions. Andvari may re-evaluate its holdings in any mentioned securities and may buy, sell or cover certain positions without notice.

This document and the information contained herein are for educational and informational purposes only and do not constitute, and should not be construed as, an offer to sell, or a solicitation of an offer to buy, any securities or related financial instruments. This document contains information and views as of the date indicated and such information and views are subject to change without notice. Andvari has no duty or obligation to update the information contained herein. Past investment performance is not an indication of future results. Full Disclaimer.

© 2021 Andvari Associates LLC

For the first half of 2021 Andvari is up 2.9% net of fees while the S&P 500 is up 15.3%.^[i] Andvari clients, please refer to your reports for your specific performance figures. The table below shows Andvari’s composite performance against two benchmarks while the chart shows the cumulative gains of $100,000 investments.

ANDVARI HOLDINGS

Andvari's largest positions continued to lag the market and remain a drag on performance year to date. The holdings that worked well in 2020 are not working as well so far in 2021. However, just because a company's share price has declined does not mean that the value of its business has also declined. We are extremely bullish on the long-term prospects for our holdings that have lagged the market this year.

LATENT VALUE

Andvari's second largest holding has now lagged the market over the last twelve months and over the last three years. Still, we remain confident there is tremendous potential for the company and its shareholders. There is enormous latent value that has yet to surface.

This is a company with a market cap of $1.4 billion, revenues approaching $150 million, and over $250 million of cash on its balance sheet. Importantly, over the last several years this company has upgraded the quality of its management team and its board of directors. The management team now includes a handful of former Danaher employees. The new directors on the board have experience leading business units with billions of revenues.

It is hard to overstate the significance that the managers of our company have Danaher on their résumés. Danaher is a company that has built enormous wealth for its shareholders over the last 37 years. From 1995 to 2020, Danaher shareholders enjoyed a total cumulative return of 7,801% versus 880% for the S&P 500 index. Danaher did this by using its cashflows to acquire dozens of companies and instituting a culture of continuous improvement.

Knowing what Danaher was able to achieve gives us confidence in the latent value of our investment. It took Danaher eight years (12/31/85 to 12/31/93) to grow revenues from $100 million to $1 billion. During this phase of Danaher's growth, their shareholders vastly outperformed the market. Although nothing is certain, the odds are skewed in our favor that our holding, run by former Danaher managers, can grow quickly over the next decade and deliver outstanding returns to shareholders in the process.

LAUNCHING ANDVARI PARTNERS LP

After starting Andvari in 2011 with just $3.5M of "friends and family" money, it is a pleasure to share some exciting news. Andvari’s first investment fund, Andvari Partners LP, has been launched.

The philosophy underpinning the fund strategy is identical to Andvari's existing approach. We intend to invest in nearly all the same names we currently own. Just fewer of them. Owning fewer names and managing fewer separate accounts is something we have long sought. Our progression towards fewer names has been careful and measured given the significant retirement assets we manage.

We strive to invest in the way we think will lead to the best, long-term outcome. High concentration mixed with our qualitatively-driven selection process and our long holding periods is how we get there. The new structure gives us the increased freedom to make that happen. For more information on Andvari Partners LP, please contact us (info@andvariassociates.com).

ANDVARI TAKEAWAY

Andvari remains steadfast in our investment approach and philosophy. We wrote last quarter about continually looking to be invested in fewer and better companies. These are companies that can compound our wealth at above average rates for decades rather than several years. When the market ignores the latent value of one of our holdings for too long, we usually view this as an opportunity to add to that holding.

This is exactly what we have done over the last six months. We have added to this already sizeable holding. With the effects of the COVID global pandemic subsiding, our holding will find it easier to do business and close new sales. We also expect our holding to put its cash pile to work by announcing a large acquisition in the next 6–12 months. These both will be catalysts for future increases in its share price and the intrinsic value of the business.

As always, I love to hear from clients and interested parties about anything on your mind. Please contact me with your thoughts, comments, or questions.

Sincerely,

Douglas E. Ott, II

DISCLOSURES AND END NOTES

^[i] Andvari performance represents actual trading performance of all, actual clients beginning on 4/12/13. Performance from 12/31/12 to 4/12/13 is actual performance of proprietary accounts, namely the accounts of Andvari’s principal, Douglas Ott. Andvari believes including Ott’s performance figures for the first 4 months and 12 days of 2013 is fair as he managed those accounts similarly to Andvari’s first clients. All performance, including the initial proprietary period, are net of management fees (assumed to be 1.25% per annum, paid quarterly, as currently advertised), net of brokerage commissions and expenses, time-weighted, and includes all cash and other securities. Performance includes realized and unrealized returns and excludes the effects of taxes on incurred gains or losses. Andvari does not certify the accuracy of these numbers. Performance data quoted represents past performance and does not guarantee future results.

The indexes are listed as benchmarks and are total return figures and assumes dividends are reinvested. The S&P 500 Total Return Index is a float-adjusted, capitalization-weighted index of 500 U.S. large-capitalization stocks representing all major industries. The Russell 2000 Index is an index of 2,000 U.S. small-cap stocks. It is not possible to invest directly in an index. Because Andvari client portfolios are non-diversified, the performance of each holding will have a greater impact on results and may make them more volatile than a more diversified index. Andvari also engages or may engage in strategies not employed by the S&P 500 or the Russell 2000 including, without limitation, the use of leverage.

One may request a list of all securities mentioned or recommended for the preceding year as of the date of this letter. You may contact Andvari using the information below. Actual client results may differ from results depicted in this letter. Any investment involves substantial risks, including, but not limited to, pricing volatility, inadequate liquidity, and the loss of principal.

The discussion of Andvari’s investments and investment strategy (including, but not limited to, current investment themes, the portfolio managers’ research and investment process, and portfolio characteristics) represents the views and opinions of Andvari’s portfolio managers and Andvari Associates LLC, the investment adviser, at the time of this report, and can change without notice.

This document does not in any way constitute an offer or solicitation of an offer to buy or sell any investment, security, or commodity discussed herein or of any of the affiliates of Andvari.

The information contained in this document may include, or incorporate by reference, forward-looking statements, which would include any statements that are not statements of historical fact. Any or all of Andvari’s forward-looking assumptions, expectations, projections, intentions or beliefs about future events may turn out to be wrong. These forward-looking statements can be affected by inaccurate assumptions or by known or unknown risks, uncertainties, and other factors, most of which are beyond Andvari’s control. Investors should conduct independent due diligence, with assistance from professional financial, legal and tax experts, on all securities, companies, and commodities discussed in this document and develop a stand-alone judgment of the relevant markets prior to making any investment decision.

To understand the possibilities for new, emerging serial acquirers, Andvari has studied the financial history of the great serial acquirers. The greats are companies like Danaher, Roper, HEICO, and Constellation Software, all of which have acquired dozens of companies over the decades. 

In our small sample size, we focused on how quickly these serial acquirers have been able to grow their revenues. In nearly every case, and in spite of the risks involved with M&A transactions, Andvari found that these companies outperformed the market for each period of their revenue growth.

QUANTIFYING PERIODS OF OUTPERFORMANCE

Our basic question is how quickly have the great serial acquirers grown from $100 million in revenues to $500 million? From $500 million to $1 billion? Below is a table of Andvari’s findings. We chose the first fiscal year end during which a company achieved a particular revenue number as the start or end date as the case may be.

WHAT IS BASELINE GREATNESS?

The findings are instructive as to what is possible. By knowing what is possible, it will be less likely for Andvari to dismiss an emerging serial acquirer on concerns the current valuation multiple might be way too high. 

For example, Danaher took just 2 years to go from 100 million to 500 million in revenues while it took 6–8 years for most of the others. For the longer term view of growing revenues from 100 million to 2 billion, Danaher, Constellation, and Open Text achieved this feat in 11–12 years. Other companies in our list took (or will take) 20 years or more to go from 100 million to 2 billion. 

With a baseline for what is possible for revenue growth, how did shareholders of these companies fare? Any management team can grow their company via acquisitions, but it’s a special management team that doesn’t destroy value along the way in this process. Below we see the returns of each of these well-managed companies compared to the S&P 500 during each phase of their revenue growth.

With few exceptions, shareholders of these serial acquirer companies outperformed the market in all revenue growth phases. The companies that underperformed the market all shared one trait: proximity to the dot com bubble.

• Roper underperformed in their 100 to 500 million phase. This was from 1993 to 2000.
• Ametek underperformed in their 500 million to 1 billion phase. This was from 1984 to 2000. 
• Open Text underperformed in their 100 million to 500 million phase. This was from 2000 to 2007.
• Watsco underperformed when they grew revenues from 500 million to 1 billion in less than 2 years from 1997 to 1998.

ANDVARI TAKEAWAY

In Andvari’s ongoing quest to outperform the market over the long term, we are always on the hunt for small and mid-sized companies that can become the next great serial acquirer. 

Occasionally, Andvari might find a company we believe to be a nascent serial acquirer and also looks very expensive. Having studied the history of older serial acquirers, we appreciate that growth can come much more quickly than anyone can imagine. We also understand the historical returns shareholders have achieved with these types of companies. 

Armed with an understanding of the range of outcomes a serial acquirer can achieve, Andvari hopes to never immediately dismiss such a company based purely on traditional valuation metrics. The potential returns are hard to ignore.

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IMPORTANT DISCLOSURE AND DISCLAIMERS

Investment strategies managed by Andvari Associates LLC ("Andvari") may have a position in the securities or assets discussed in this article. Andvari clients currently have positions in HEICO and Constellation Software. Andvari may re-evaluate its holdings in any mentioned securities and may buy, sell or cover certain positions without notice.

This document and the information contained herein are for educational and informational purposes only and do not constitute, and should not be construed as, an offer to sell, or a solicitation of an offer to buy, any securities or related financial instruments. This document contains information and views as of the date indicated and such information and views are subject to change without notice. Andvari has no duty or obligation to update the information contained herein. Past investment performance is not an indication of future results. Full Disclaimer.

© 2021 Andvari Associates LLC

The picks-and-shovels investing theme is a favorite of Andvari’s. The theme takes its name from the California Gold Rush. Prospectors were not guaranteed to find gold but the people selling the picks and shovels earned a good living. Suppliers of goods and services that are essential to the creation of another finished product are fertile grounds for prospective investments. MSA Safety is one company that fits the picks-and-shovels theme—and several others—and has turned into a 100-bagger over the last 33 years.

Originally named Mine Safety Appliances, the company was formed in 1914 after a spate of terrible coal mine explosions. Dozens or even hundreds of miners died in these tragic accidents when an open flame lamp ignited methane gas or coal dust. The Monongah Coal mine was the site of the largest coal mine disaster in U.S. history in 1907 with 362 deaths. Thus, MSA enlisted Thomas Edison to help create an electric cap lamp to replace the open flame lamps used in mines. Over the next 25 years, MSA’s lamps helped reduce mine explosions by 75%.

LIFE SAVING, MISSION CRITICAL PRODUCTS

Although not literally selling picks and shovels, the MSA product range includes breathing apparatus products, fixed gas and flame detection instruments, portable gas detection instruments, and firefighter helmets and apparel. These products are all essential to the safety of miners and others working in hazardous environments. Also, these products are often mandated by government and industry regulations. The life saving, mission critical qualities of MSA's products enables high margins and affords them the ability to more easily raise prices.

EXEMPLARY FINANCIALS

MSA’s financials are quite good despite them being a manufacturer of physical products. This is because MSA’s products are: (1) essential to safety; (2) are highly-engineered; (3) are mandated by regulations; and (4) are a small part of the total costs borne by the end users. MSA’s revenues are also more stable compared to the industries to which they sell. 

LEADING MARKET POSITIONS AND VALUE-CREATING M&A

There are two other factors contributing to MSA’s success. One is that most of their products occupy the #1 position in their categories. Having the best brands allows MSA to charge more and raise prices more easily. The other factor is MSA’s excellent track record of value-creating acquisitions. Although not quite a serial acquirer like Constellation Software or Halma, from 2010 through 2020 MSA has acquired 5 companies for a total consideration of $716 million. It’s acquisition program has succeeded because MSA has stayed inside its circle of competence. They’ve only acquired manufacturers of mission critical products that help protect the lives of people working in dangerous environments.

ANDVARI TAKEAWAY

Although MSA does sell to cyclical industries Andvari categorically dislikes—mining and oil and gas, for example—it would be wrong to totally dismiss MSA as a potential investment. It has many attractive qualities that we look for. It’s products are highly engineered, have leading positions in highly regulated markets, and are non-discretionary purchases that protect the lives of people. Whether it's miners, firefighters, or chemical plant employees, none of them can do their jobs without products from MSA. This all adds up to a company whose shareholders have enjoyed a 100-fold return since 1988.

Further Reading

• Hutchings Museum - Mining: Electric Light & Hats
• National Museum of American History - Electric Lamps
• When Everybody Is Digging for Gold, It’s Good To Be in the Pick and Shovel Business
• MSA Safety March 2021 Investor Presentation

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IMPORTANT DISCLOSURE AND DISCLAIMERS

Investment strategies managed by Andvari Associates LLC ("Andvari") may have a position in the securities or assets discussed in this article. In the instance of MSA Safety, Andvari and its clients have never owned shares prior to publication of this educational blog. Andvari may re-evaluate its holdings in any mentioned securities and may buy, sell or cover certain positions without notice.

This document and the information contained herein are for educational and informational purposes only and do not constitute, and should not be construed as, an offer to sell, or a solicitation of an offer to buy, any securities or related financial instruments. This document contains information and views as of the date indicated and such information and views are subject to change without notice. Andvari has no duty or obligation to update the information contained herein. Past investment performance is not an indication of future results. Full Disclaimer.

© 2021 Andvari Associates LLC

McCormick, the seasoning and spice company, is an outstanding business with several of the qualitative traits we seek. Spices are a small, but essential part of end products that consumers often grow to love. It has dominant positions in its markets and its CEO is highly aligned with shareholders. The combination of these traits have enabled McCormick shareholders to outperform the S&P 500 over the long term.

SMALL AND ESSENTIAL

According to McCormick, spices are typically 10% or less of the cost of a meal, yet provide 90% of the flavor and satisfaction. Andvari has written about this concept before in “Robertet Groupe: Accounting for Good Taste”. Being a small part of the total cost while also being an essential component gives a company pricing power. This allows the company to more easily raise prices over time, an especially important quality in times of inflation.

MARKET DOMINANCE

Further, the majority of their products and brands are #1 in their respective categories. Market dominance generally leads to higher margins and more stable revenues due to less intense competition. Andvari likes to see this in all companies.

Dominance of McCormick’s type can often come with the price of increased scrutiny from the Federal Trade Commission (FTC). This can be both a good and bad thing. Good because it’s a high-value indicator of a company’s strength but bad because the company may be forced to divest assets to restore market competition (see “The Fertile Ground of Forced Divestitures”).

RELIABLE SIGNALS OF STRENGTH

In the case of McCormick’s proposed $605 million acquisition of Lawry’s and Adolph’s consumer brands in 2007, the FTC alleged McCormick would control 80% of the $100 million U.S. market for branded seasoned salt. To complete the deal, McCormick had to (1) sell it’s Season-All business to Morton and (2) abstain from acquiring another seasoned salt brand for 10 years. Despite the divestiture and 10-year ban, McCormick’s share price continued to produce savoury returns with its consumer segment leading the charge.

VALUE-CREATIVE M&A IN A HIGHLY FRAGMENTED MARKET

McCormick has created value through an effective M&A program. It has acquired dozens of brands and products in the flavors, spices, and condiment categories. It has stuck to acquiring businesses it knows well, one of the key reasons why it's M&A efforts have succeeded (see “M&A Wisdom from the U.K.”).

Despite a robust M&A program, McCormick still only has a 20% market share. A highly fragmented market like this gives a company a very long runway for both organic and inorganic growth. As of 2017, the company’s SVP of Corporate Strategy & Development said they had a list of 1,000 assets it could potentially acquire under the right conditions. Significant opportunities for growth reinvestment are two other qualitative factors Andvari likes to see.

ALIGNED CEO

Finally, McCormick’s current CEO is Lawrence Kurzius. He was CEO and President of Zatarain’s for 12 years when McCormick bought the company in 2003. Since then, Kurzius steadily acquired and retained McCormick shares as he climbed through the ranks of leadership.

In 2016 Kurzius took over as CEO of the entire company and now owns 5.8% of McCormick’s voting class of shares. These shares are worth roughly $100 million. Kurzius has skin in the game, has an excellent track record, and it's highly likely he will continue to maximize his and shareholders’ wealth over the long run.

ANDVARI TAKEAWAY

Whether a company sells spices, software, or rents out space on cell towers, Andvari always seeks out the qualitative factors that increase the likelihood of earning above-average returns over the long run. We like to see a company selling a highly valuable product that’s just a small part of the customer’s total cost. We like market dominance, value-creating M&A, and consolidation of fragmented markets. We like highly aligned CEOs. In the case of McCormick, the returns to shareholders from this recipe have been extremely satisfying.

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IMPORTANT DISCLOSURE AND DISCLAIMERS

Investment strategies managed by Andvari Associates LLC ("Andvari") may have a position in the securities or assets discussed in this article. Andvari may re-evaluate its holdings in such positions and sell or cover certain positions without notice.

This document and the information contained herein are for educational and informational purposes only and do not constitute, and should not be construed as, an offer to sell, or a solicitation of an offer to buy, any securities or related financial instruments. This document contains information and views as of the date indicated and such information and views are subject to change without notice. Andvari has no duty or obligation to update the information contained herein. Past investment performance is not an indication of future results. Full Disclaimer.

© 2021 Andvari Associates LLC

David Barber is the co-founder and now retired CEO of Halma plc. For the 20 year period preceding David’s 1997 speech on delivering shareholder value, Halma shares had returned 22.5% per annum.

In his speech, Barber described the reasons behind the success of Halma. Although there are several, Andvari focuses on the criteria Halma used in its highly effective M&A program. When nearly everyone agrees most acquisitions destroy value, we can learn much by studying a company with a track record of creating value through M&A (see our prior post, “The ‘Permanent Home’ Advantage”, on the same topic).

Barber’s guidance can be boiled down to four, key recommendations:

#1: USE INTERNALLY GENERATED FUNDS

Barber says the first factor that will improve the odds of an acquisition creating value is whether one funds the deal with surplus cash or by issuing shares. The idea here is if the acquired company was purchased at a fair price and performs well, the value creation will be greater if shareholders weren’t diluted in the process. Simple and logical.

#2: FIND A REPLICA

Next is whether the acquisition target is a “replica” of one already owned by the purchaser. Anyone selling a business likely has more information than the buyer. The owner also wouldn’t be selling unless they thought they could get the better end of the deal. Thus, to reduce the risk stemming from a disparity in information, the buyer should be as much or even more of an expert in the field of the seller. The buyer of businesses should therefore be looking to purchase other businesses that are replicas of the ones they already own.

#3: PURSUE BOLT-ONS

The third way to reduce M&A risk is by seeking to acquire “bolt-ons”. Barber defines a bolt-on company as one that “when purchased can then be readily integrated into an existing Group company.” This necessarily means the target will be of a smaller size, which also usually means lower complexity, both of which increase the odds of generating value.

#4: DO NOT SACRIFICE EARNINGS QUALITY

The last predictor of value creating M&A is if the acquired company will improve the quantity and quality of earnings. From Barber’s perspective, “quality of earnings is paramount” and “you can never pay enough for a good acquisition and never pay too little for a bad one.”

ANDVARI TAKEAWAY

Thanks to the combination of sensible M&A criteria and a focus on quality, niche businesses with high returns on capital, Halma provided extraordinary returns to its shareholders. Furthermore, thanks to Barber cementing the strategy and culture into the business, shareholders have enjoyed great results even after his retirement in 2003.

A great deal of M&A is value destructive, but not always. Companies with excellent management and sensible M&A programs have beaten the odds. HEICO, Constellation Software, Roper, Danaher, Ametek, Teledyne, and Waste Connections are just a few examples of other companies that have similarly successful M&A programs. High-performing, serial acquirers that can compound returns for decades are exactly the sort of companies for which Andvari is continually on the hunt.

Further Reading

• David Barber’s 1997 speech on delivering shareholder value
• Halma plc Investor Relations website
• “Do Shareholders of Acquiring Firms Gain From Acquisitions?”
• “Do M&A Deals Create or Destroy Value? A Meta-Analysis”

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IMPORTANT DISCLOSURE AND DISCLAIMERS

Investment strategies managed by Andvari Associates LLC ("Andvari") may have a position in the securities or assets discussed in this article. Andvari may re-evaluate its holdings in such positions and sell or cover certain positions without notice.

This document and the information contained herein are for educational and informational purposes only and do not constitute, and should not be construed as, an offer to sell, or a solicitation of an offer to buy, any securities or related financial instruments. This document contains information and views as of the date indicated and such information and views are subject to change without notice. Andvari has no duty or obligation to update the information contained herein. Past investment performance is not an indication of future results. Full Disclaimer.

© 2021 Andvari Associates LLC

For the first quarter of 2021 Andvari is down 5.2% net of fees while the S&P 500 is up 6.2%.[i] Andvari clients, please refer to your reports for your specific performance figures. The table below shows Andvari’s composite performance against two benchmarks while the chart shows the cumulative gains of $100,000 investments.

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Compounding capital at high rates—especially in a taxable account—is a challenge with smaller turnaround investments. If and when the turnaround succeeds, the investor must sell their position and look for the next opportunity. Capital gains will be realized and the next opportunity might not even be immediately available, both of which reduce long-term performance.

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To achieve results different than the average, one must actually do something different. One underappreciated way in which companies may differentiate themselves from their peers is in their approach to communicating with shareholders. The way a company tells its story might just be a sign that something special is going on.

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The article which follows is a high-level summary of a deep dive we recently initiated into the history of the desktop publishing software market from its founding in 1984 until the 2000s. These are the software programs used to edit graphics and to lay out pages for documents ranging from brochures to newsletters to magazines. We work through the enduring lessons highlighted below, which are still applicable to investing today and to all businesses. But we certainly encourage our readers to 'go deeper' via our PDF if they are so inclined.

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SS&C checks off many of the qualitative boxes on Andvari’s list. Bill Stone, the founder, is still running the business after more than 30 years. He still owns 13.3% of SS&C which now has a market cap of $16.5 billion. He has an extraordinary track record of capital allocation (including demonstrating talent as a serial acquirer, which we value). He is an intense operator and has created a culture that retains and attracts highly motivated people.

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If Warren Buffett was 30 years old, all he’d be doing is buying software businesses. They have every attribute of a business he loves. They have incredible moats around them. You can raise prices every year. Your customers don’t leave. You can deliver value and that value is paid for and expected to be paid for.

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