Modern Security Analysis Understanding Wall Street Fundamentals

This book outlines Whitman's approach to business and security analysis that departs from most conventional security analysts. This approach has more in common with corporate finance than it does with the conventional approach. The key factors in appraising a company and its securities: 1) Credit worthiness, 2) Flows—both cash and earnings, 3) Long-term outlook, 4) Salable assets which can be disposed of without compromising the going concern, dynamics, 5) Resource conversions such as changes in control, mergers and acquisitions, going private, and major changes in assets or in liabilities, and 6) Access to capital.

• Offers the security analysis value approach Martin Whitman has used successfully since 1986
• Details Whitman's unconventional approach to security analysis and offers information on the six key factors for appraising a company
• Contains the three most overemphasized factors used in conventional securities investing

Written by Martin J. Whitman and Fernando Diz, Modern Security Analysis meets the challenge of today's marketplace by taking into account changes to regulation, market structures, instruments, and the speed and volume of trading.

Martin J. Whitman is Chairman of the Third Avenue Funds and founder of Third Avenue Management, an investment adviser to private and institutional clients. Mr. Whitman has proven for more than fifty years that active, opportunistic investors can find under-priced securities in companies with strong balance sheets. He is also an adept control investor who was an important participant in the rehabilitation of Nabors Industries and Covanta Energy, among others. He was Third Avenue's Chief Investment Officer from its founding through January 2010.

For over thirty years, Mr. Whitman was a Distinguished Management Fellow at the Yale School of Management. He is also an honorary trustee at Syracuse University which is also home to the Whitman School of Management. He is a frequent speaker and commentator within the financial services community.

Fernando Diz is the Managing Director of the Orange Value Fund, LLC, the Martin J. Whitman Professor of Finance and the Director of the Ballentine Investment Institute at Syracuse University. He teaches classes in value, control and distress investing and created and directs the two-year Orange Value Fund program. He is the co-author with Martin J. Whitman of Distress Investing: Principles and Technique. Professor Diz received his MSc and PhD degrees from Cornell University.

Foreword

Acknowledgments

Introduction

Part I: The Foundations of Modern Business and Security Analysis

Chapter 1: The Scope of Fundamental Finance, Investing and the Investor Landscape

Investing vs. Speculating

The OPMI Defined

Activists

Summary

Chapter 2: A Short Introduction to the Going Concern and Resource Conversion Views of Businesses

Methods of Wealth Creation

The Pure Going Concern View

The Resource Conversion View

Summary

Chapter 3: Substantive Consolidation and Structural Subordination

Substantive Consolidation Not of Prime Importance

The Accounting for Stock Options Controversy in Light of the Substantive Consolidation Doctrine

Structural Subordination Not a Significant Factor

Lack of Progress in Eurozone Crisis Resolution: The Failure to Use Substantive Consolidation

Summary

Chapter 4: The Substantive Characteristics of Securities

Types of Securities for Analytic Purposes

Control vs. Non-Control Securities

Control and Non-Control Pricing and Arbitrage

Terms of Securities as Options

What a Security Is Depends on Where You Sit

Summary

Chapter 5: Primacy of the Income Account or Wealth Creation? What are Earnings Anyway?

Wealth or Earnings?

Influence of Reported Earnings on Common Stock Prices

The Long-Term Earnings Record

“Parsing” The Income Account

Summary

Chapter 6: Net Asset Value: The Static and Dynamic Views

The Graham & Dodd View on NAV

The Financial Accounting View on NAV

Our View on NAV

The Usefulness of NAV in Security Analysis

The Importance of NAV Dynamics

NAV as One Measure of Resources

NAV as One Measure of Potential Liquidity

Limitations of NAV in Security Analyses

Index Funds Unusually Dangerous in Early 1999. Not So in 2012: An Application of NAV Analysis

Net Nets Redefined

OPMI Investing in Companies with Growing NAVs

Summary

Chapter 7: Credit Worthiness

Credit Worthiness from the Borrowing Entity Point of View

Capital Structure

Capital Structure from the Corporate Perspective

Substantive Consolidation

Factors Affecting Capital Structure

The Composition and Characteristics of Assets

Conservative Capital Structures

Summary

Chapter 8: What Matters is Investment Risk

There Is No General Risk—Only Specific Risk

The Components of Investment Risk

Successful People Avoid Investment Risk

Methods to Avoid Investment Risk

Safe and Cheap Investing and Minimizing Investment Risk

Summary

Chapter 9: Shareholder Distributions from the Company Point of View

Cash Dividends or Retained Earnings

Stock Dividends

Stock Repurchases

Distribution of Assets Other Than Cash

Liquidation

Summary

Chapter 10: Roles of Cash Dividends in Security Analysis and Portfolio Management

The Three Conventional Theories

Cash Dividends as a Factor in Market Performance

The Placebo Effect of Cash Dividends

Cash Dividends and Portfolio Management

Cash Dividends and Legal Lists

Cash Dividends and Bailouts

The Goals of Securities Holders

Summary

Chapter 11: The Appraisal of Managements and Growth: GARP vs. GADCP

New Framework for the Appraisal of Managements

Managements Attuned to OPMI Interests

Managements as Resource Converters

Tradeoffs

Growth: GARP vs. GADCP

Growth at a Reasonable Price (GARP)

Growth at Dirt Cheap Prices (GADCP)

Summary

Chapter 12: The Significance (or Lack of Significance) of Market Performance

Market Performance and the Character of a Portfolio

Market Performance of Portfolios vs. Individual Securities

Outsiders, Insiders, and Market Price

Professional Money Managers and Beating the Market

Perspective on Bailouts and the Significance of Market Performance

Summary

Chapter 13: How Much Diversification?

Portfolio Diversification versus Securities Concentration

Corporate Diversification versus Concentration

Summary

Chapter 14: Toward a General Theory of Market Efficiency

The Determinants of Market Efficiency

External Forces Influencing Markets Explained

Great Economists Can Learn a Lot from Value Investors

Markets where External Disciplines Seem to Be Lacking

Market Efficiency and Fair Prices In Takeovers

Summary

Part II: Putting it All Together

Safe and Cheap Investing vs. Conventional Approaches

Chapter 15: Safe and Cheap Investing

The Safe and Cheap Approach

Benefits of the Safe and Cheap Approach for the OPMI

Restrictions and Demands of the Safe and Cheap Approach

Understand Activities and Motivations of Activists

Summary

Chapter 16: Graham & Dodd Placed in Context

The OPMI Defined

The OPMI Perspective of Analysis

The Going Concern and Investment Company Views of Businesses

Primacy of the Income Account and Wealth Creation

Primacy of the Income Account, Dividends and Corporate Uses of Cash

Primacy of the Income Account and the Appraisal of Managements

Primacy of the Income Account and Top-down Vs. Bottom-up Analysis

Primacy of the Income Account and Diversification

Primacy of the Income Account and Growth Stocks

Market Risk Vs. Investment Risk and Margin of Safety

The Importance of Market Performance

Uses and Limitations of Financial Accounting

Substantive Consolidation

Compensation of Promoters

Do Stock Market Prices Reflect Corporate Values?

Tradeoffs

Modern Capital Theory vs. Graham & Dodd

Summary

Chapter 17: Academic Finance: Modern Capital Theory

The MCT Point of View

Equilibrium Pricing Is Universally Applicable

The Outside Passive Minority Investor Is the Only Relevant Market

Diversification Is a Necessary Protection against Unsystematic Risk

Systematic Risk Exists

Value Is Determined by Forecasts of Discounted Cash Flows

Companies Are Analyzed Basically as Going Concerns; Investors in Marketable Securities Are Analyzed as Investment Companies

Investors Are Monolithic: Their Unitary Goal Is Risk-Adjusted Total Return, Earned Consistently

Market Efficiency Means an Absence of Market Participants Who Earn Excess Returns Consistently or Persistently

General Laws Are Important

Risk Is Defined as Market Risk

Macro Considerations Are Important

Creditor Control Is a Non-issue

Transaction Costs Are a Nonissue

Free Markets Are Better than Regulated Markets

The Outside Passive Minority Investor Market Is Better Informed than Any Individual Investor

Markets Are Efficient or at Least Tend Toward an Instantaneous Efficiency

Summary

Chapter 18: Broker-Dealer Research Departments and Conventional Money Managers

How Research Departments and Conventional Money Managers Think

Problems Faced by Research Departments and Conventional Money Managers

Summary

Part III: Real World Considerations

Chapter 19: Uses and Limitations of Financial Accounting

The Conventional Approaches

Financial Accounting Reports as Objective Benchmarks

Generally Accepted Accounting Principles as Defining Reality for Certain Specific Purposes

Generally Accepted Accounting Principles as a Road Map for Due-Diligence and Less Thorough Investigations

Summary

Chapter 20: Company Disclosures and Information: Following the Paper Trail in the United States

Narrative Disclosures in the United States

The Documents and How to Read Them

What the Paper Trail Does For the Outside Investor

What the Paper Trail Doesn’t Do

How Good Is The Paper Trail?

Summary

Chapter 21: Buying Securities in Bulk

Methods for Acquisition of Common Stocks

Acquisition of Voting Equities through Exchanges of Securities

Acquisition of Control without Acquiring Securities by Using the Proxy Machinery

Summary

Part IV: Understanding Resource Conversion

Chapter 22: A Short Primer on Resource Conversion

Long Term Arbitrage between OPMI Prices and Control Values

More Aggressive Employment of Existing Assets

Merger and Acquisition Activity

Corporate Contests for Control

Going Private and Leveraged Buyouts

Summary

Chapter 23: Restructuring Troubled Companies

The Five Basic Truths of Distress Investing

Rehabilitation of Troubled Entities

Reorganizations

Section 363 Sales

Capital Infusions

Summary

Chapter 24: The Role of Government in Reorganizations

Bailouts or Capital Infusions?

“Too Big To Fail” Is a Phony Concept

The Government and Private Sector are in Partnership Whether They Like It or Not

Wall Street Professionals and Corporate Executives are all In the Business of Creating Moral Hazards

Taxpayer Bailouts are a Phony Concept

A Revolution in Corporate Reorganizations and Liquidations May Have Occurred in 2009 with the Chapter 11 Reorganizations of General Motors, Chrysler and CIT Corporation

Strict Regulation of Financial Institutions is Absolutely Necessary

Summary

Part V: Active Investors Buy and Sell Common Stocks on an Advantageous Basis

Chapter 25: The Economics of Private Equity Leveraged Buyouts

The 2005 Acquisition of Hertz Global Holdings and Subsequent events as a Prime Example

Super Attractive Access to Capital Markets

Cash Payments to Sponsors and Sponsors Controlled Funds

Sponsors Control of Hertz

Sponsors Attuned to the Needs of Bankers and the Wall Street Underwriting Community

Questions about LBOs

Chapter 26: The Use of Creative Finance in a Corporate Takeover

The Case

The Postscript

Investment Lessons

The Appraisal of Management

Spotting Doable Deals

Summary

Chapter 27: The Use of Creative Finance to Benefit Controlling Stockholders

The Problems Faced in the Schaefer Corporation Deal

The Background of the Deal

Discount Purchases of Restricted Corporate Stock

Corporation’s Acquisition of Brewing

Problems and Wealth Creation Potentials For The Parties In Interest

Summary

About the Authors

Index

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