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Quan and I did an issue on Breeze-Eastern (NYSEMKT: BZC ) last year. The stock has since been acquired by TransDigm (TDG ). When we did the issue, Breeze-Eastern was priced at $11.38 a share. We appraised the stock at $15.02 a share. TransDigm would later pay $19.61 a share for all of Breeze-Eastern. What lesson can we learn from our Breeze-Eastern experience? Here’s what we said about Breeze-Eastern’s stock price at the end of our issue: “Breeze should – based on the merits of the business alone – trade for between 10 and 15 times EBIT. It is unlikely the stock market will ever put such a high value on Breeze…It is a small company. And 3 long-term shareholders own 70% of the stock. That doesn’t leave a lot of shares for everyone else to trade…Some investors may not like that kind of illiquidity…Breeze is not a fast growing company. And it’s not in an exciting industry. So, it is unlikely to get attention based on anything but its numbers. This might cause investors to underappreciate the qualitative aspects of the company…It is possible that the investment funds that hold most of Breeze’s stock will not hold it for the long-term. They may want to sell the company.” ( Breeze-Eastern Issue – PDF ) Last year, Value and Opportunity did a blog post called ” Cheap for a Reason “: “Every ‘cheap’ stock you will find has problems. Some of those problems might be individual (bad management, too much debt etc.), some of those problems might be more sector specific (oil & gas, emerging markets exposure) or a combination of both. The most important thing is to be really aware what the real problem is. If you don’t find the problem, then the chance is very high that you are missing something.” So, why was Breeze-Eastern cheap? Quan and I thought it was that the company had been spending on developing new projects in the recent past that wouldn’t pay off till the future: “Between 2007 and 2011, Breeze-Eastern’s EBIT margin was depressed by 5 full percentage points as a result of development spending on projects like the Airbus A400M…Breeze-Eastern’s gross margin and operating margin will be higher in the future than they were in the last 10 years.” The merger document for the acquisition includes a projection by the company’s management to its financial advisors that suggests the reason TransDigm – or any other 100% buyer – would pay more for Breeze than the stock market had often valued the company at was because: Breeze will have lower costs as it spends less on development projects AND Breeze will have higher sales as a result of the development projects it spent on in the recent past The projections show EBIT going from $12.9 million in 2015 to $29.3 million in 2021. This is a 15% annual earnings growth rate. The projected growth is largely due to management’s belief that revenue from platforms under development will go from $0 in 2016 to $28 million in 2021. This would seem to suggest that we were right about two things: The stock’s illiquidity made its shares more attractive to a 100% buyer than to individual investors buying just a small, tradeable piece of the company Breeze was cheap today versus its likely future value because the company’s reported results included present day expenses as incurred but did not include the expected long-term payoff from supplying new helicopter and airplane projects that won’t be launched for several years So, maybe the two lessons we should learn from the Breeze takeover being done at a much higher price than the stock traded at or than we valued the company at are: Always value a stock based on what a control buyer would pay for it as a permanent, illiquid investment – never value a stock based on what traders will pay for small, tradeable pieces of the business (Ben Graham’s Mr. Market rule) Look for businesses that have to report bad results today even though you know they will report better results in the future Quan and I weren’t sure if Breeze would have higher revenue from these projects one day. The acquirer here is counting on future projections for revenue. However, we were sure that Breeze would spend less in the future than it did in the past. That was a sure thing. There is one problem with this analysis of the learning experience we got from Breeze. Mr. Market actually did re-value the company upwards before the acquisition – not after. Breeze went from like $12 a share in the summer of 2015 to $20 a share in the fall of 2015. You didn’t have to hold the stock through the acquisition to make money. We were wrong that Mr. Market would never pay up for such a boring, obscure, and illiquid little stock. It’s worth mentioning here that Breeze’s enterprise value had been $160 million in 2009. We even mentioned in the issue we wrote that Breeze fell in EV from $160 million in 2009 to $95 million in 2015. Yet, we didn’t speculate that Mr. Market would once again assign Breeze a $160 million enterprise value. It seemed more reasonable to us that someone would buy the whole company. So, again we proved we are really bad at guessing what Mr. Market will do. And maybe it is better to assume we know nothing about how a stock will be valued by anyone other than a control buyer. Also, we were clearly too conservative in our appraisal of Breeze. At about 7 times what we considered normal EBIT to be, it was a cheap stock when we picked it. And we probably presented it as too much of a value investment and not enough of a quality investment. I think we were biased against Breeze – we ticked off its extraordinary virtues in the text of our issue but still slapped an utterly ordinary EBIT multiple of 10 on the company – due to its small size as a stock and its low growth in recent years. We may have pigeonholed it as “microcap” value. In fact, we knew that based on signs like market structure, relative market share, and the bargaining power Breeze had when dealing with spare parts buyers that its “market power” was among the strongest of any company we’ve covered. Probably John Wiley (NYSE: JW.A ) (NYSE: JW.B ) and Tandy Leather (NASDAQ: TLF ) are as strong. Hunter Douglas ( OTC:HDUGF ) also has an excellent competitive position. Since Breeze is a small company in a very small industry, we didn’t have precise data to give on market share the way we often do. All we could say was that Breeze had “a greater than 50% global market share” in a “true duopoly” and that “the only reason customers ever seem to switch from Breeze-Eastern to UTC or vice versa is when they get annoyed that a critical spare part is taking too long to arrive.” This last sentence is probably the most important sentence in our issue. We rarely come across companies to analyze where the customers tell us flat out that they just aren’t going to switch providers. The two clearest examples of this are Breeze and John Wiley. Finally, Breeze is a classic example of a “Hidden Champion.” We’ve only done a few truly dominant companies for the newsletter. Tandy and Hunter Douglas are probably the closest to Breeze in terms of market leadership. They’re also similar in that they have no real peers. We try to present “comparable” peers in each issue. We said flat out in the issue that “Breeze has no good peers.” The same thing is true of Tandy and Hunter Douglas. There’s a lesson in here. Look for companies with no publicly traded peers. Analysts cover entire industry groups. And investors like to pick from the top down too. If you started from the top down, would you ever get to the “helicopter rescue hoist industry”? Where does that fit in a portfolio? What about leathercrafting? Most people don’t even know that’s a real hobby. Or shades and blinds? Is that housing related? For me, the biggest lessons from Breeze-Eastern are both about timing. We can time normal earnings. For example, we could see Breeze was under-earning now. This isn’t hard. We know Hunter Douglas will make more in the future than it did in the recent past (since U.S. housing was lower than normal). We know Frost will make more in the future than it did in the past (since interest rates are lower than normal). Often, you don’t know “when” this “normal future” is. But, it’s not hard to notice when the present is abnormal in some way. We can’t time the stock market. Quan and I never would have predicted that Breeze-Eastern’s stock would rise on its own – without a buyout offer – to anything like the level it did. And we never would have expected it’d do it so fast. I think it’s a lot easier to figure out what an acquirer will eventually pay for a company than what the stock market will eventually pay for a stock. So, how do we combine the ideas of finding companies that are under-earning today compared to a normal future year with the idea of ignoring Mr. Market entirely and simply valuing a stock based on what an acquirer would pay for the entire company? I guess we could distill that down to a simple investment recipe: Step One: Fast forward 5 years. Step Two: How much would an acquirer pay for this company (in 2021 not 2016)? Last Step: Work backwards to decide how much you should pay for one share of the stock today assuming the whole company is bought 5 years from today.