PFSweb (PFSW, ~$280MM market cap) is reader suggestion to the recent theme of companies that have sold a major business segment leaving the proforma stub business looking cheap, and here again, the company is continuing to pursue strategic alternatives, which will likely lead to a sale of the remaining segment.
PFSweb has an interesting history, they started out as "Priority Fulfillment Services" but changed their name to "PFSweb" (as any e-commerce adjacent company did at the time) and IPO'd in December 1999, popping over 160% on their opening day, as you can imagine, it has been an ugly ride since the IPO. Ostensibly the company helps enable mostly old line retailers with their ecommerce strategy and fulfillment operations. This has historically been done in two business segments, LiveArea is their e-commerce consultancy/advisory business and the PFS business is some combination of a third-party logistics ("3PL"; warehousing, fulfillment, returns) and a business processing outsourcing ("BPO", call centers, etc) operation.
Somewhat unexpectedly, PFSweb sold their LiveArea business to a subsidiary of the Japanese conglomerate Dentsu International for $250MM in cash (roughly a 20x EBITDA multiple on LiveArea's 2020 segment EBITDA), the deal is expected to close this quarter and net PFSweb between $185-200MM in proceeds after taxes and fees. Included in the press release is a line regarding the remaining PFS segment:
"With the divestiture of LiveArea underway, PFSweb has also engaged Raymond James to lead the exploration of a full range of strategic alternatives for its remaining business segment, PFS, to maximize shareholder value."
And from the investor presentation:
That all sounds like a sale to me, the remaining PFS business is in the hot 3PL space, I personally have a hard time distinguishing between what is really 3PL and what is just a BPO, how much of it is a commodity business, etc., it has almost become a buzzword like SaaS or cloud in the technology space. But the industry has been a significant covid beneficiary with branded manufacturers and retailers scrambling to become more omnichannel and improve their ecommerce capabilities.
Look no further than the recent XPO Logistics spinoff, GXO Logistics, it was XPO's 3PL/warehouse outsourcing business that has taken off since the spin (~+35% in a month) and now trades at something like 15x 2021 EBITDA (I spent 5-10 hours on GXO, couldn't wrap my arms around it). They're not an apples-to-apples comparison, GXO has something like 100x the warehouse/logistics space that PFS currently operates (about 1.6 million square feet spread across Vegas, Dallas, Memphis, Toronto, the UK and Belgium), but more just to illustrate the opportunity and growth investors are pricing into the industry. This is a pretty fragmented industry, PFS is subscale (bloated SG&A expenses), seems like there would be any number of buyers that could fold it pretty quickly into their operations.
Here's the current proforma situation (PFSW is late on the 10-Q, noting they want more time to adjust the financials for the sale of LiveArea, so I could be off on this):
One question I had is how the company is presenting the remaining PFS segment, in the investor slide above they guide to 8-10% "standalone" adjusted EBITDA margins, yet in their quarterly segment reporting PFS did ~$26MM in LTM EBITDA. I asked their outsourced IR, got sort of an unhelpful non-answer, but I'm assuming that standalone includes a portion (but it wouldn't be all) of their previous corporate overhead that was a bloated $20MM in 2020. So on a segment basis (what a strategic acquirer might be looking at) the proforma PFS is trading for only 4.2x EBITDA. For my back of the envelope valuation, I've assumed that some of that corporate overhead (going with a round 50%) really should be distributed to the segments. They've hinted at moving some SG&A to the segments on earnings calls and mentioned in a recent 10-Q that an increase in property tax (sounds like an operating expense) bumped SG&A up. The top row of each scenario is the EBITDA multiple assigned to the PFS segment.
As of the 10-K, PFSweb did have $56.5MM of NOLs, but based on the LiveArea sale, hard to know if there is any tax shield remaining for a sale of PFS, I'm backing into about a 23% assumed tax rate on LiveArea and applying it to PFS in the "Fully Taxed" scenario. But of course there are ways to avoid the double taxation and simply sell all of the remaining PSFweb in a cash or stock transaction. We also don't know what PFSweb plans to do with the LiveArea proceeds other than paydown their debt, similar to LAUR, I tried to map out what a tender offer might look like if they went down that path and used 1/3 of their proforma cash position to repurchase shares. Just a guess and playing around with numbers. But either way, assuming the LiveArea deal closes (make your own determination if that's a good assumption), then the remaining 3PL business is extremely cheap to acquirer, maybe just sort of moderately cheap as a subscale standalone, but should have downside reasonably protected given the industry tailwinds.
Other miscellaneous thoughts:
- The industrial/logistics REITs are trading for high multiples and experiencing a lot of M&A (i.e. Zell fighting off others for MNR, Blackstone buying WPT), growth in 3PLs is a large part of that (PSFW is guiding to 5-10% topline growth over tough 2020 comps at the PFS segment with expanding EBIDTA margins), this is a different angle at a similar theme (I continue to own and like INDT as well).
- Transcosmos owns 17.5% of PSFW, they're a Japanese call center/BPO business, they made a strategic investment several years ago, but unclear how much influence they have, just semi noteworthy as PSFW's largest investor.
- PSFW has a little bit of noise in their financial reporting, they will pass along certain third-party expenses (like last mile delivery) to their clients but book it as revenue with an offsetting expense, so it might screen as lower gross margin than the business is in reality. In addition, they have one client (Ricoh) where they will briefly take ownership of the inventory they're managing so that causes some fluctuation in working capital.
- PSFW does have options available, I don't own any but they could be interesting, with LAUR the company already has a significant buyback ongoing with the prospect of a tender offer to support the price and limit the downside, here we don't know PSFW capital allocation plans outside of debt repayment. Feels pretty similar otherwise.
Disclosure: I own shares of PFSW
Recently did some work on RLGT, a non-asset 3PL co. The model is based on rolling up mom and pops where they can or swallowing larger operations. Mgmt's seem uniformly convinced that multiples for acquisitions remain stretch for a while (10x+ ebitda). RLGT for example trades at about 9x and has no integration risk, obviously, so realistic course of action is buying up share. Like you said, I think the addition of infra/warehousing muddy's the comps. In an industry where you need a phone, software, office, and sales team to start up (low PPE), infrastructure becomes a barrier that lends itself to higher multiples. Not that I'm familiar with PFSweb's 3PL but I'd go out on a limb and say top-end multiple 8-10x ish as a standalone. At that price, there likely won't be Co's knocking at the door unless that bloated SG&A you mention lands at PSF (acquirers dream). Tough to say though because they would be one of the least scaled public players which also diminishes the multiple they'll attain. At roughly $14m in ebitda I can see a strategic acquisition at 7x in this market being realistic. Good write-up. Look forward to following along.ReplyDelete
So just to continue the trend of overlong commentary unrelated to the topic at hand, a brief update on 2 previously-mentioned cos undergoing strategic alternatives:ReplyDelete
LMRK: the arguably-fake Melody bid 3 weeks ago had its desired effect, bringing out a bit more activism and an offer from the sponsor for $16.50/unit (up from the original $13). This is, indirectly, DBRG continuing its spree. There may be yet another squeeze in this orange, but I was satisfied and sold my calls.
AFHBL: the April 2022 senior unsecured units of Atlas (AFHIF—a former insurer which has made the transition to a managing general agent, essentially acting on behalf of actual insurers, for taxi drivers and similar) did not make their interest payment on 7/26 and their grace period ends this week. As management mentioned on the last call, they do not comment specifically on interest payments but they have paid within the grace period in the past.
This is another game theory one, where the only large liability senior to noteholders is the mortgage on an HQ building held for sale, but there aren’t that many tangible assets so if a forced liquidation happens it’s unclear what recovery would be. The company itself is somewhat unusual in that it has some interest from the larger investment community—there were actual analyst questions on the last earnings call!—and management seems pretty active marketing its new model. Management (transcript of CC on the Atlast website) guides to operational breakeven (without those pesky interest and real estate costs!) at a run rate of ~2x where they are now. This may not be impossible by next year, as they are growing very rapidly, albeit from a low base.
Their liquidity is tight and their deadline is short. Noteholders can start the process of taking the company this week unless payment is made. I think it’s likelier than not that it will be, but a more comprehensive solution has to be presented well in advance of the notes’ maturity in 8 months. There are investors who are somewhat excited about Atlas’s new financial model, but it still has to prove it can scale up into profit. This is arguably a company that can actually use COVID as an acceptable excuse for its dire straits, since it was executing a difficult turnaround when it hit and basically lost a year.
Notes trade at ~40% of par and a crazy yield to maturity. My likeliest guess is that noteholders get a recap proposal in short order. If I were running Atlas I would put that out this week and not pay the notes, holding into whatever liquidity I could, though I can understand just paying at the end of the grace period to be able to negotiate from a position of marginally more strength.
I imagine this is much too distressed for any sane person, but I think it’s interesting and have some AFHBL.
Finally, DVCR received a takeout offer at $10.10/share. This was a lucky (not smart!) purchase 3 weeks ago pre-earns, because it seemed very cheap (though its statements are impossibly noisy), and the skilled nursing realm is, maybe, slowly rationalizing/turning and I thought someone might buy them out eventually. Have not come up with a fair value (“very cheap” seemed sufficient) or looked at acquirors yet, so this may or may not, at 20% below the acquisition offer, be a good buy. But my main idea is that it is a lookthrough to the general senior care/skilled nursing market(s). Am taking a closer look there, including—despite the RMR “poison”—at DHC. And am selling down a little RHE-A in my account and those I manage, out of general skepticism.
Sounds like I need to move Atlas up the research list.Delete
Have you looked at what’s going on at CSU at all? The senior housing company, not the software rollup. The same investor that helped INDT raise capital is providing some rescue capital (they have some near term debt maturities) and proposing a rights offering at CSU. I’ve only done some surface level work on it, but another in the sector to keep an eye on.
Oh! I saw someone mention CSU somewhere and was so confused; like, why are they talking about real estate for a software co? That makes MUCH more sense. I haven't looked at it (or really anyone apart from, cursorily, DHC and BKD) and will do so shortly. Thanks!Delete
As for Atlas, it's a real flier; a minute's look may well be enough to decide it's not worth more time. They do have a surprising level of info on their site for a ~$4 million company, and no doubt have their eye on getting back to the glory days of 5 years ago when they were going for 50x that.
Spent today on Atlas, interesting story, still noodling on it and I might not be fast enough. But ABC level question, other than owning some of the notes, how do you know they didn't make their July payment? I didn't see it in the 10-Q which was released after that payment date, would think it would be in the subsequent events section or a separate 8-K. As such, please keep me/us updated if they do make payment.Delete
I think it's sort of ridiculous that it's their policy not to comment on it, but as I understand they'll have no choice but to put out an 8-K , since it's material. By my count it's been 30 days, and I'll let you know re: payment either way. I'll let them Atlas know my thoughts as well.Delete
CFO out of the office autoreply. Intriguing!Delete
Ha, to be fair, its a hot steamy week here in Chicago, I'd like to get to a lakehouse too.Delete
It's not that that I'm faulting him for--it's that his message says he'll be back Friday! That's no way to run a weekend.Delete
Oh, and DVCR accepting the $10.10 bid, one week after they retained advisors to evaluate. A rather moth-eaten fig leaf! Still strikes me as very cheap at ~$50K/bed, even with woeful operating metrics, and they do have a go-shop period. Given the speed of the transaction and the voting agreement of ~1/3 of shares I somewhat doubt they'll "find" a better bidder. Big unforced error on my part not to buy more when it was trading 20% wide of offer; now offers a more traditional merger spread, though the possibility of a bump/other bidder maaaybe makes it a little interesting.Delete
Congrats on the small piece you did buy, I was too slow in looking at that one, agreed a little interesting now, fast close, a quick google of the buyer brings up some unflattering press but seems somewhat credible.Delete
And here's the restructuring agreement news with the baby bondholders
Ah, just skimmed it and was coming here to post that. At first glance, quite positive on this (no idea how the very thin market will take it). Was expecting something a big more crammy.Delete
That said, if this does lurch closer to par, I will sell out most of mine. No idea whether it will in the short term, though I imagine it's likely as March '22 approaches, if things follow the path they've mapped. This was an event-driven buy for me, and while I see a very plausible path to profitability in a restructured company, it's a different trade and I don't have confidence in my ability to analyze the MGA biz at anything more than a super-high level.Delete
The reaction seems muted? Figured it would move a little more.Delete
Yeah, I'm a little surprised. YTM is very high if restructuring gets done and notes are money good, both of which seem more likely than not. But I guess most holders figured same and are not selling, and most potential buyers are unwilling to reach for something with this much hair on it. Or...maybe there's no reason! Not much hot money in it, and more of that has gone to the commons. Anyway, am pleased and happy to wait a bit.Delete
I was a buyer today, quirky little reopening play, can't help myself.Delete
Hey, I bought GPS and truly-degenerate BPT calls, so I live in a glass house (the basement of which I spent hours bailing out last night).Delete
Oh no, sorry, sending good vibes. I know my old house wouldn't have stood a chance if the storm hit here.Delete
Thanks very much! As often happens with these things, ended up feeling fortunate because it could have been worse.Delete
CSU very interesting but working through various pro formas is making my brain hurt. Their occupancy numbers are impressive.ReplyDelete
Trying to wrap my head around CSU and wondering if you can help me find the pearl.ReplyDelete
Birds eye view I see an unsustainable total debt dwarfing potential asset revenue generation.
Total debt (assuming forfeit to Fannie): 687
Mkt Cap 80
(for simplicity I excluded several items like accrued expenses and lease liabilities, but these are real liabilities)
Assuming full rights subscription and ignoring accordion we get 152.5 cash injection. Indicated in most recent presentation 100 of this will go to debt pay-down which, along with refi, will take care of all debt maturities in the next two years. The remaining 52.5 (+ accordion) will go toward capex (rent booster), working capital and acquisitions.
In my mind this only serves to forestall a massive looming debt burden and doesn't solve underlying issue of low potential asset revenue generation in relation to debt.
With 5,269 units and assuming 90% financial occupancy, $3,700 average monthly rent and a 36% operating margin (all at upper limits or higher of what previously they've achieved), I get 18.9 operating income. Based on my neophyte understanding, this will basically drop untouched to EBIDTAr, annualized gives us 75.6 and an EV/EBITDA of 9.88.
I have yet to look at comps, but assuming this is in line and nothing stellar, the whole bet here seems speculative on future of senior LTC play (I do believe this tailwind) and maybe the hopes of being afforded a large rights oversubscription (is $32 that great of a price though?).
It doesn't seem much of a special sit and hence I think I'm missing something (probably a lot). I guess my point, or question, is what am I missing that makes this opportunity worth discussion?
Ready to be eviscerated ha.
No evisceration coming, just on my radar because of Conversant (they did a capital raise with INDT) and because ADL is poking around some senior housing names.Delete
In other news, did you see AAMC settled?
Yeah, but not with LuxorDelete
Could real value be in just letting the remainco compound getting more focused ?ReplyDelete
Maybe? But that doesn't appear to be their posture. They would be overcapitalized (clearly could do something like a special dividend) and then very small/subscale where it might not sense to really be public anymore. One of their problems to me seems like excess overhead, probably should just be consolidated with a larger 3PL player.Delete
Another of the "go-private" candidates is going private; CXP being bought at $19.30. It seems like the M&A market is very, very open these days. I will try to look back at the other names I mentioned.ReplyDelete
Also, have been somewhat softening in my opinion of RMR-managed entities or, in other words, that I might have been wrong to dismiss TRMT and RMRM). The recent special dividend from RMR made me think the current iteration of management is at least willing to share the wealth. Wondering whether you had any new opinion on them?
I'm still crossing my fingers on CDOR and CPLG being next in the REIT M&A market.Delete
I like RMRM (but don't own it), more because its essentially a de novo mREIT, but could be true on management (Nat Stewart has a Seeking Alpha blog post with that thesis). Like the old saying that flying after a plane crash is the safest, think something similar could apply to starting a CRE mREIT following a big dislocation, limited legacy office/retail loans that might still end up biting other mREITs.
I bought some FWP today, announced they lost their appeal and sort of surprisingly the stock dropped 20%, figured that was the 95+% outcome. But it became a meme stock somehow, maybe there's a thesis out there that attributed a lot of value to the litigation, but now seems like a pretty straightforward liquidation minus the pesky PFIC status.
I also think JXN could be interesting, been a while since I've been too interested in a spinoff, but you'll have a lot of technical index selling (parent PRU is in London, JXN is US listed/headquartered). Variably annuities are a pretty hated business model, look no further than Greenlight's constant bellyaching about BHF's valuation, but I'm attracted to the technical selling. Trading at like 30% of BV when issued, going to return 15% of the market cap back to shareholders in the first 12 months, it is the industry leader for whatever that's worth.
Always thought the best path for FWP was a denial bc then you'd see the cash quickly BUT don't they they still have the German tax uncertainty? Confess I haven't really paid much attention to it since selling it but is the tax overhang still an issue?Delete
The subsequent 6-K said the examination was concluded without an agreement between the authorities, but as I understand that means it's still potentially leviable. But, like I said, haven't really paid attention.
Jackson looks very (preliminarily) interesting, and something of which I was only vaguely aware--thanks. A bigger, better Thungela without all the guilt.
I also bought some FWP, but I might have been underestimating the tax risk. As somebody smarter than me pointed out, in the 2020 annual report risk section FWP mentions:Delete
"The Danish and German tax authorities may conclude their joint tax audit of the Group's Danish and German tax returns without reaching an agreement as to whether intercompany transactions were conducted at arm's length and whether each tax jurisdiction was allocated an equitable portion of the Group's taxable income. In the event of such a conclusion, we believe that one, or possibly both, tax jurisdictions would assess additional taxes on the Company and/or FP GmbH, which would result in double taxation of the Group's taxable income. If double taxation were to occur, the Group would experience a higher effective tax rate, which could be material to and would negatively affect the Group's financial position, operating results and cash holdings." (page 15)
So, the termination of the investigation actually is bad news. Apart from the financial impact this undoubtedly has the potential to delay the liquidation: "We currently estimate that litigation could take up to five years and a MAP could take up to three years to conclude and could be further prolonged by other factors, including in respect of a MAP the addition of an arbitration procedure."
And, from the May 28 6-K:
"The Company disagrees with the positions taken by the German tax authorities. FP GmbH currently has until June 25, 2021 to respond to the Preliminary Assessment after which a final audit report and assessment is expected to be issued by the German tax authorities. Additional taxes, if any, will not become due until the final tax assessment is received. Based on the Preliminary Assessment and subject to the Group’s ability to obtain relief from double taxation and other assumptions, it is estimated that the ultimate net impact of any tax levy by the German tax authorities on the Company’s liquidity could be up to 25 million EUR ($30 million based on the May 21, 2021 exchange rate.)".
The taxes themselves aren't even the main problem. Even if they have to pay the maximum amount tomorrow you'd still end up recouping most of your money. However, if this takes a few years I'm not so eager anymore to own a cash box at a discount.
Eek, you're probably right Writser, what do I know about European tax disputes anyway, probably not worth the hassleDelete
Digging in on RMRM. From the most recent earnings call:Delete
"With the continuing improvement in the economy and the availability of the COVID vaccine, lenders such as us are beginning to expand beyond multifamily, lab, office and industrial, which have been the preferred property types over the last year, to once again include retail and hospitality, along with niche products such as self-storage and manufactured housing."
Underwriting outside their expertise makes my skin prickle a bit. Do you all feel similar?
Would help if I'd paid attention to the end of the sentence... I guess this was more common pre-COVIDDelete
It doesn't bother me as much post-covid, the dust has settled, doubt there's another huge disruption in real estate coming, we sort of know what sectors are going to struggle going forward and which are not. During covid, I did prefer the more pure play lenders, Arbor is probably best of breed on the multi-family CRE mREITs, Lument is small but also did well focusing on that segment, if you want ones to compare and contrast RMRM with.Delete
FYI @willkim85 on Twitter is trying to put together a group of AFHBL holders; seems interesting. I told him you might be interested (hope that's OK) and he may DM you.ReplyDelete
Thanks, just chatted with himDelete
There is a lot of volume on JXN (when issued). Is Buffett already buying? So are the shares outstanding correct at 94.5 million or so? Current market cap $2.6 billion? That kinda sounds like a little discount to book value maybeReplyDelete
Just a slight discount, 30% of book value. But then again, BHF is about there too *shrug*Delete
I'm not a member but I think Rich Howe announced JXN on his stockspinoff report today. He was researching BHF the other day so I'm assuming he was using it as a peer valuation. Bounce today but hopefully we get a bloodbath next week with UK sellers. Good job on this heads-up (I had missed it)Delete
I did see the tweet and assume its JXN as well, they did release earnings today so maybe that's part of the bounce, but yes, I'll be watching closely next week as I think it could trade really ugly with forced sellers.Delete
Any thoughts on this?
It's a bit of a clown show, I guess it shows they were caught off guard by the LiveArena purchase, but the press release also seems to indicate strongly that they're still running a process on the rest of the business. I still expect them to sell the 3PL business, but just also for context, this is a ~3% position for me, so not huge conviction. Plenty of downside protection though with the LiveArena cash, similar to my "informal liquidation basket" as I've kind of dubbed it.Delete
Thanks. Any names you haven't written up that you like in the informal liquidation basket?Delete
Not that I currently own, but always looking for more! The strategy has worked well this year.Delete
Has worked very well indeedDelete
Thanks, I'm getting somewhere around 4.5x EBITDA for the standalone company, would be cheaper for a strategic buyer who could take out the overhead costs. It's growing, what am I missing? I've added more.Delete
May be people have given up after years of them attempting a sale and the share price flat over 4 years. And not exactly A grade assets.Delete
As a newb to the story, I agree with you that the timing couldn't be better right now. Much cleaner story post divestment of other biz, lots of potential buyers, I assume board are motivated sellers.
Possibly buyers are awaiting for the company to become current on financials? And for split accounting to be completed?
I agree. Any good comps? What multiple of AEBITDA do you think this could sell for?Delete
If I recall correctlly from the conference call, AEBITDA assumes the company is private and adjusts overhead costs.Delete
You're right, they did make that comment, but I'm guessing a strategic buyer could still extract more overhead costs, I heard the comment to mean more public company costs than all overhead, likely somewhere in between.Delete
I don't know of a great comp, but something like $14-15 still feels right to me. That's like 8-9x EBITDA.
PFSW is finally current on their financials. Margins have been hit with rising costs. Despite this, guidance remains unchanged. Strategic alternatives work is still in progress. Given the war will probably cause some demand destruction from consumers and thus eCommerce, a weaker M&A market for PFSW seems plausible (especially over time). Do you still hold this?
I do still own it, I've added to it in 2022. The downside seems pretty limited to me, maybe now that the financials are current they can speed up the strategic alternatives process. They do have some European exposure, so that's a good point on the war impacting ecommerce. I'm not expecting this to be a home run, but seems attractively priced here to me.Delete
Thanks. Not sure if you have a subscription, but SSI has a new writeup on the idea.Delete
Oh good, thanks. I'll take a little confirmation bias, haven't seen much chatter about this idea so glad to see others see something here too.Delete
Can't believe this thing is at ~9. Any scuttle out there?ReplyDelete
None that I know of, maybe others share my new concern that similar to ADES, PFSW turns into a buyer and not a seller.Delete
$4.50 special dividend announced today, record date of 12/1, payment date of 12/15. The special dividend should take the ADES style flip to being an acquirer scenario off the table.ReplyDelete
Strategic review continues, sounds like they're still trying to sell the company, now anticipate it'll happen in 2023. Although, it is odd that they're promoting the COO to CEO, on the call made it sound like the new CEO will be the leader beyond 2023.
I can't make sense of this call. You think they expect him to be CEO going forward or run the business if someone were to acquire it? Also, this sentence confuses me "Though the completion of our strategic evaluation has been slowed by a combination of macroeconomic headwinds and excess cash on our balance sheet and the need to complete our internal restructuring." --- all that cheddar slowing us down.ReplyDelete
Yeah, I had similar thoughts above, the promotion of the COO is odd and how they congratulated him on the call. But then the last question, sounded like they were really pursuing a sale versus another type of transaction? I'm just glad they're returning most of the cash now.Delete
Ya, agree. I finally made it through the rest of the transcript last night. Last question makes it clear.ReplyDelete