the Full Report
Transcription
the Full Report
Value-oriented Equity Investment Ideas for Sophisticated Investors A Monthly Publication of BeyondProxy LLC Subscribe at manualofideas.com “If our efforts can further the goals of our members by giving them a discernible edge over other market participants, we have succeeded.” Investing In The Tradition of Graham, Buffett, Klarman Year V, Volume II February 2012 When asked how he became so successful, Buffett answered: “We read hundreds and hundreds of annual reports every year.” Top Ideas In This Report Capital Southwest (Nasdaq: CSWC) ………………… 36 Rosetta Stone (NYSE: RST) …………………….. 74 Vonage (NYSE: VG) ……………………… 94 Also Inside Editor’s Commentary ……………….. 9 Superinvestor Update …………….. 13 Small-Cap Idea Funnel ……………. 14 20 Small-Cap Value Ideas ………… 24 Presentation on Boyd Gaming …... 102 Ryan Morris on First Marblehead . 106 Favorite Value Screens ………….. 109 This Month’s Top Web Links …….. 118 About The Manual of Ideas Our goal is to bring you investment ideas that are compelling on the basis of value versus price. In our quest for value, we analyze the top holdings of top fund managers. We also use a proprietary methodology to identify stocks that are not widely followed by institutional investors. Our research team has extensive experience in industry and security analysis, equity valuation, and investment management. We bring a “buy side” mindset to the idea generation process, cutting across industries and market capitalization ranges in our search for compelling equity investment opportunities. IN MEMORY OF VICTOR P. FASCIANI THE SMALL-CAP VALUE ISSUE ► The funnel — searching for small-cap ideas ► 20 companies profiled by MOI research team ► Proprietary selection of top candidates for investment ► Plus: Ryan Morris on First Marblehead ► Plus: Superinvestor holdings update ► Plus: Favorite stock screens for value investors Small-cap companies mentioned in this issue include Almost Family, American Equity, Ameristar Casinos, Astex Pharma, ATP Oil & Gas, Aviat Networks, Avid Technology, Axcelis Technologies, AXT, Banco Macro, Benchmark Electronics, BGC Partners, Bridgepoint Education, C&J Energy, Calix, Callaway Golf, Capital Southwest, Career Education, Celadon Group, China Yuchai, Citi Trends, Comtech Telecommunications, Cray, Crexus Investment, Crimson Exploration, CTC Media, Daily Journal, DepoMed, Digital River, Exceed Company, First American, First Marblehead, FormFactor, Fox Chase Bancorp, FXCM, Gleacher & Co., Global Sources, Haverty Furniture, hhgregg, IDT Corp., Imation, Insperity, ITT Educational, KBW, Kindred Healthcare, Korn/Ferry, Life Partners, Majesco, Medifast, Medley Capital, Mesabi Trust, NACCO Industries, Nature’s Sunshine, NeoPhotonics, Neutral Tandem, Nova Measuring, Office Depot, OmniAmerican Bancorp, OmniVision, Oplink Comms, Pacific Biosciences, PDL BioPharma, PennyMac Mortgage, PetMed Express, Power-One, RadioShack, Rambus, RealNetworks, Rentrak, Rosetta Stone, Rubicon Technology, Skechers, Skullcandy, Spirit Airlines, Stein Mart, Stewart Information, Synaptics, Telular, Tessera Technologies, TransGlobe Energy, TriQuint Semiconductor, Unisys, United Online, Vanguard Health, Veeco Instruments, Vista Gold Corp., Vonage, Winn-Dixie Stores, Winnebago, Xyratex, and more. (analyzed companies are underlined) Visit the Members Area at http://members.manualofideas.com Copyright Warning: It is a violation of federal copyright law to reproduce all or part of this publication for any purpose without the prior written consent of BeyondProxy LLC. Email [email protected] if you wish to have multiple copies sent to you. © 2008-2012 by BeyondProxy LLC. All rights reserved. This page is intentionally left blank. Value-oriented Equity Investment Ideas for Sophisticated Investors Table of Contents REMEMBERING VICTOR P. FASCIANI ........................................................4 EDITORIAL COMMENTARY ..........................................................................9 SUPERINVESTOR HOLDINGS UPDATE ................................................... 13 THE FUNNEL: SEARCHING FOR SMALL-CAP IDEAS ............................ 14 SMALL-CAP EQUITIES ($10MN < MV < $2BN, TRADING CLOSE TO 52-W EEK LOW ) ..................... 14 SMALL-CAP EQUITIES (… AND TANGIBLE BOOK TO MARKET > 30%) ......................................... 16 SMALL-CAP EQUITIES (… AND TTM REVENUE / EV > 30%) ...................................................... 18 SMALL-CAP EQUITIES (… AND NEXT FY EPS YIELD > 0%)....................................................... 20 SMALL-CAP EQUITIES (… AND GROSS MARGIN > 30%) ............................................................ 22 PROFILING 20 SMALL-CAP VALUE OPPORTUNITIES ........................... 24 ATP OIL & GAS (ATPG) – ALETHEIA, SELDIN, SAMLYN, D.E. SHAW ......................................... 24 AXCELIS TECHNOLOGIES (ACLS) – DONALD SMITH, STERLING, DFA, ARTIS, RIMA.................... 28 CALLAWAY GOLF (ELY) – PERKINS, DFA, ROYCE, CLEARBRIDGE, FRANKLIN............................ 32 CAPITAL SOUTHWEST (CSWC) – BARES, CENTAUR, DFA, FIRST MANHATTAN, THIRD AVENUE .. 36 CAREER EDUCATION (CECO) – AQR, BLUM, INDEPENDENT FRANCHISE, KORNITZER ................ 40 CITI TRENDS (CTRN) – FRANKLIN, MFS, MORGAN STANLEY, RUTABAGA, SOUTHPOINT ............. 44 CRAY (CRAY) – CI GLOBAL, DFA, PARADIGM, ROYCE, WELLS FARGO ..................................... 48 CRIMSON EXPLORATION (CXPO) – AMERICA CAPITAL ENERGY, DFA, OAKTREE ....................... 51 DAILY JOURNAL (DJCO) – GUERIN FAMILY, CHARLIE MUNGER, ROSEMAN WAGNER ................. 55 KORN/FERRY (KFY) – BARROW HANLEY, LORD ABBETT, KORNITZER, ROYCE, T ROWE ............. 59 OFFICE DEPOT (ODP) – ALLIANCEBERNSTEIN, CHOU, IVORY, JP MORGAN, THORNBURG ........... 62 PETMED EXPRESS (PETS) – ARTISAN, BROWN, DFA, FMR, RENTECH, ROYCE, WELLINGTON .. 66 RADIOSHACK (RSH) – BRANDYWINE, CHOU, GLOBAL THEMATIC, LSV, PERKINS ....................... 70 ROSETTA STONE (RST) – ALLIANZ, ARTISAN, COURAGE, MFC GLOBAL, TAMRO ....................... 74 SKECHERS (SKX) – ARTISAN, CADIAN, DFA, LANE FIVE, PZENA, WEITZ, WELLINGTON .............. 78 TELULAR (WRLS) – CENTAUR, DFA, NORTH STAR, RENTECH, T2 PARTNERS .......................... 82 UNISYS (UIS) – CLEARBRIDGE, FMR, OPTIMUM, PUTNAM, STEEL PARTNERS ............................ 86 VEECO INSTRUMENTS (VECO) – EAGLE ASSET, JP MORGAN, KLEINHEINZ, PAULSON, ROYCE.... 90 VONAGE (VG) – AIG, BROOKSIDE, MANATUCK, NEA, RENTECH, TCS, WELLINGTON ................ 94 WINNEBAGO (WGO) – FMR, FRANKLIN, KILLEN, MAVERICK, ROYCE, TAMRO, T ROWE .............. 98 THE MANUAL OF IDEAS ON BOYD GAMING (BYD) ............................. 102 RYAN MORRIS ON FIRST MARBLEHEAD (FMD)................................... 106 FAVORITE SCREENS FOR VALUE INVESTORS.................................... 109 “MAGIC FORMULA,” BASED ON TRAILING OPERATING INCOME ................................................. 109 “MAGIC FORMULA,” BASED ON THIS YEAR’S EPS ESTIMATES ................................................. 110 “MAGIC FORMULA,” BASED ON NEXT YEAR’S EPS ESTIMATES ................................................ 111 CONTRARIAN: BIGGEST YTD LOSERS (DELEVERAGED & PROFITABLE) ..................................... 112 VALUE WITH CATALYST: CHEAP REPURCHASERS OF STOCK ................................................... 113 PROFITABLE DIVIDEND PAYORS WITH DECENT BALANCE SHEETS............................................ 114 DEEP VALUE: LOTS OF REVENUE, LOW ENTERPRISE VALUE ................................................... 115 DEEP VALUE: NEGLECTED GROSS PROFITEERS .................................................................... 116 ACTIVIST TARGETS: POTENTIAL SALES, LIQUIDATIONS OR RECAPS ......................................... 117 THIS MONTH’S TOP 10 WEB LINKS ....................................................... 118 © 2008-2012 by BeyondProxy LLC. All rights reserved. February 2012 – Page 3 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors REMEMBERING VICTOR P. FASCIANI Dear readers, If you have been an attendee of Ciccio’s Value Investing Seminar, you certainly would have met and heard from Victor Fasciani who passed away last week. By some strange stroke of fate, this was the very week that we were getting ready to publish an interview with Victor Fasciani. While we cannot bring Victor back to life, we can send the message loud and clear to Raquel, his surviving wife, and to his daughters, Gabby and Julia that we, his professional colleagues and friends, are not neutral bystanders. Vitaliy Katsenelson has set up a benevolent fund for Victor’s surviving children. In addition to words from Tony Contrucci (reproduced below), we have received expressions of regret from Guy Spier, Aaron Edelheit, Vitaliy and Alex Katsenelson, Ken Shubin Stein, Marcelo Lima, and others. Sincerely, John Mihaljevic Message from Vitaliy Katsenelson: Victor left behind two daughters – Gabby 9 and Julia 5. There is nothing we can do about Victor’s untimely passing but we can help his kids. We set up a benevolent fund for Gabby and Julia’s education. You can contribute to this fund by going to this website http://bit.ly/fascianifamily (this link will take you to the PayPal website where you will have an option to contribute using your PayPal account or a credit card). Victor always valued education, and we know that he would be very touched and appreciative that his friends and colleagues participated in the educational journey of his daughters. I keep going over in my head through conversations I had with Victor over the years. I keep remembering a smart, funny, thoughtful, modest, compassionate human being who was always there to cheer you up. Victor will be dearly missed! Words from Anthony Contrucci: It is with deep sadness that I write to inform you of the untimely passing of my dear friend Victor P. Fasciani. Victor fell victim to what is believed to be a fatal heart attack on Thursday, January 19th. He is survived by his wife Raquel and two daughters, Gabby and Julia. Victor was an amazing man, husband, father, friend and brother. His intellect was only surpassed by that of the size of his heart. He lived life like a true Roman, one of passion, honor, and integrity and was never afraid to be himself or fight for a just cause. Victor meant more to me than words can describe. He was a mentor, business partner, and friend, whom I always called my brother. I love him very much and know he is in a better place. Victor was a student of Roman History and of Marcus Aurelius. He once shared with me an excerpt that he found, one that I believe truly embodies how Victor lived his life: © 2008-2012 by BeyondProxy LLC. All rights reserved. February 2012 – Page 4 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors HOW TO ACT Never under compulsion, or out of selfishness, without forethought, or with misgivings Don’t fancy up your thoughts No surplus words or unnecessary actions Let the spirit within you represent a man, an adult, a citizen, a Roman, a ruler. Taking up his post like a soldier and patiently awaiting his recall from life; needing no oath or witness Cheerfulness; without requiring other people’s help to achieve it, nor serenity supplied by others To stand up straight, not to be straightened –Marcus Aurelius– Tony’s funeral oration for Victor: I know my dear friend Victor is here with us today… looking down from Heaven and both eagerly awaiting how long I will speak for and how, as he put it, flowery I will make it. However, I will honor him, his memory, and his teachings today by utilizing his favorite acronym… actually probably one of the only acronyms he liked… EOM = Economy of Motion… And in this case, a slight variation, Economy of Words In my last conversation with Victor just a couple of weeks ago, after catching-up for a while, I for some reason felt a need to thank him again for everything he has done for me, taught me, and for how much he always believed in me. I went on to apologize for not always being the best student and told him that I loved him. He said, and I quote, “If all I ever taught you was economy of motion and ‘words’ then that would be enough.” Victor taught me many things. And it was an honor and a privilege to be a part of his life. He was a great man! He was intelligent, honest, and loving. He had an uncanny ability to share his vast knowledge on a variety of subject matters while remaining humble and sincere. He detested hubris and always strived to be the best version of himself that he could be regardless of what he was doing. Victor was driven and led by example. He was full of passion… passion for knowledge, for food, for life, bust most importantly passion for his family, for his wife Raquel and beautiful daughters Gabby and Julia. He was passionate about wanting to make a difference in the world and to work on projects that mattered. What I hope he did not fail to notice was that he did make this world a better place. He touched the lives of so many, always lending a helping hand when possible and being a friend when needed. You could not but help to feel he was a man of integrity, character and honesty. I owe so much of who I am today to him. He has helped mold me into the man that stands before you today and I will continue ahead with both Victor in my heart and his many cherished lessons in my mind. I know that Victor is in a better place and that we will all be together again some day. Only God knows the “why” and only God himself could have taken him from his beautiful family… for he loved them more than words can say. © 2008-2012 by BeyondProxy LLC. All rights reserved. February 2012 – Page 5 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors Interview with Victor Fasciani: On December 27th, Victor Fasciani sent us the following responses to our interview questions. By publishing the questions and answers below, we honor the memory of Victor and remain forever indebted to him for his willingness to share and teach. The Manual of Ideas: Tell us about the genesis of your firm. What goals did you have at the outset, and what principles have guided you since then? Victor Fasciani: As is the case with many managers, I began by managing my own capital and soon after included family and friends. Initially, my goal was to manage the small portfolio while I continued to perform my work in emerging markets, primarily Eastern Europe. I’d been investing in equities on my own for several years, and value investing appealed to me from the beginning. I was spending a lot of time working with private companies and “business-like” investing made the most sense. I’ve generally maintained the same operating principles since; I’d rather look at a few companies and learn as much as I can about them than dilute my efforts. The circle expands a bit each year; and I firmly believe that we, as investors, should always be learning and maintaining our intellectual curiosity. MOI: When it comes to stock selection, what are the key criteria you look for in potential investments? Fasciani: I’m primarily interested in a history of strong cash flow generation (and a low price to FCF), or, in the case of E&P companies, a propensity to acquire core assets that have the likelihood of producing strong cash flows. Strong balance sheets (total debt to current asset ratio of one or less is ideal), significant insider ownership, seasoned management with a strong track record. Those are my primary criteria, beyond that there is more to be done in terms of valuing assets, assessing qualitative information, etc. Sometimes stocks are cheap for a good reason. MOI: How do you generate investment ideas? Fasciani: I generate ideas in several ways. Some are typical (screens, Value Line, and other high-quality sources). I have the privilege of communicating with some great investors I’ve gotten to know over the years (too many to mention, don’t want to leave anyone out, but I value their input immeasurably) — a valuable resource. Perhaps more atypically, I read a lot of industry journals and websites (e.g. Oil Drum, Rigzone, etc), and more general publications such as The Economist and FT. These provide me with a 30K-meter view of things. From there I can identify themes and ideas that are worthy of closer study. MOI: You have discussed Contago Oil & Gas as an investment in the past. What is your current view of natural gas exploration and production companies, and do you have an updated thesis on Contango? Fasciani: Since I presented Contango in the past, we have witnessed how far oil and gas drilling technology has come. Difficult formations to develop, such as the Barnett Shale in Texas and Marcellus in the Northeastern U.S., have become productive due to advancements in fracking and horizontal drilling. The pace of this activity has been astounding, and has clearly kept a lid on natural gas prices. This relatively new supply of North American natural gas is clearly good news for end users, but producers, onshore and offshore, face the challenge of operating their businesses in a well supplied market. Contango Oil & Gas is no different in this regard. What they do have going for them is their unique operating structure: © 2008-2012 by BeyondProxy LLC. All rights reserved. February 2012 – Page 6 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors outsourced geological/exploration/recovery services, a debt-free balance sheet, high insider ownership, $100 million stock buyback. With low natural gas prices and a relatively slow recovery in industrial demand, it is critical to be a low-cost producer. Contango is profitable and generates a 15% ROE (versus industry average of 11%), even in this low price environment. Thus, the thesis has changed a bit based on lower natural gas price assumptions, but I still believe it represents a solid investment in the natural gas sector; even more so once natural gas demand improves and prices revert more toward the mean (about $6 per MMBtu at Henry Hub). MOI: How do you assess the quality and incentives of management, and what CEOs do you admire most? Fasciani: Track record and longevity of management is one of the best ways to assess their effectiveness. Their ability to stay focused on the business and achieve attainable goals is invaluable. Incentives are quite powerful, as Charlie Munger has discussed in great detail, and are best evaluated by an investor in terms of how the incentives align with measurable improvements in the company’s performance. Some of the CEOs I most admire include Peter Rose of Expeditors International, Ken Peak of Contango Oil & Gas, and Menderes Akdag of PetMed Express. MOI: In investing, good ideas are only one piece of the success equation. Skilled portfolio management is indispensable. What are the biggest challenges you face as a portfolio manager? How do you manage risk? Fasciani: One challenge we face is the ability to adapt to conditions we may never have encountered before. Few managers have been around long enough to have “seen it all.” I was around for the “dot com” bust, but never experienced anything like 2008, for example. We, as value investors, tend to be a bit dogmatic about simply picking companies that are significantly undervalued, hopefully with some catalyst that will allow them to appreciate in value. At the same time, we must try to be aware of what environment we are investing in. That can work fine much of the time, but in a period such as 2008, it basically becomes irrelevant. The economic environment became so fraught with peril that few stocks were immune, as we all experienced to one degree or another. I do not believe we can become market prognosticators or technical analysts (nor should we), but we can be mindful of economic conditions and how they could affect our portfolio. This requires time and experience and the ability to analyze our own mistakes as objectively as possible; so managing risk comes down to paying some attention to the forest, not just the trees. MOI: To what extent do you employ short-selling? Fasciani: I have always employed short-selling. It can be a valuable tool when employed properly. That’s often easier said than done. Theoretically, of course, a short has unlimited loss potential. Momentum stocks are especially difficult to short, because they can not only maintain an irrationally high price for an extended period of time, but can climb even higher. There is a hedging element to shorting that can be quite valuable and can’t be ignored. In selecting shorts, I try to stick to companies that are suffering from severe impairment, extreme competitive pressures, combined with excessive valuation. I do not short a stock based purely on excessive valuation. During rare extremes (2000, for example), I was as much as 40% net short. Typically that percentage would be closer to 20% net short. MOI: How has market volatility over the past three years affected your investment process, and have you tweaked your approach in any way as a result? © 2008-2012 by BeyondProxy LLC. All rights reserved. February 2012 – Page 7 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors Fasciani: I’ve looked at data (it’s one data point, but very interesting) that shows that market volatility has increased over the last six decades (and clearly over the last three!). I believe it becomes more of a distraction than anything as far as long-term returns are concerned. I still believe a stock will approach its intrinsic value over a reasonable time period. The key is patience. Volatility clearly benefits short-term traders. With high frequency trading becoming all too common, I would expect volatility to be with us for the foreseeable future. Where it becomes a factor for value investors, who tend to prefer more concentrated portfolios, is the appearance of “lumpier” returns. If the investor can live with that, I think it’s less of an issue. Thus, although I’m mindful of volatility, I haven’t really tweaked anything to counter it. It does affect me in terms of my preference for small- and mid-cap equities, but thus far over a rather short period of time. MOI: What is the single biggest mistake that keeps investors from reaching their goals? Fasciani: In my view, the biggest mistake investors make is to deviate from their original plan. This is not to say that one mustn’t diligently monitor their investments to determine if anything significant has changed within their holdings, or re-examine their thesis if they have made a mistake. However, in a world with a 24-hour news cycle, multiple outlets for “news” and information, including the Internet (websites, blogs, videos), it has become more important than ever to discipline oneself to tune out the noise. MOI: What books have you read in recent years that have stood out as valuable additions to your investment library? Fasciani: One that stands out recently is The Billion Dollar Mistake: Learning the Art of Investing Through the Missteps of Legendary Investors by Stephen Weiss. I happen to agree with the axiom that we learn more from our mistakes than from our successes, and this book provides valuable insights into the investment mistakes of otherwise highly successful investors. Another is The Quest: Energy, Security and the Remaking of the Modern World by Daniel Yergin. Despite the somewhat overwrought title (and over 800-page length), this book provides some much needed context in terms of understanding global energy markets/production and changing geopolitical factors. To contribute to a benevolent fund for Victor’s two surviving children: http://bit.ly/fascianifamily © 2008-2012 by BeyondProxy LLC. All rights reserved. February 2012 – Page 8 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors Editorial Commentary This month we once again look for bargains in the small-cap arena, revisiting some companies we’ve covered in the past and introducing you to a few new ideas as well. Before we highlight three ideas we consider quite compelling, we are pleased to bring you Aaron Edelheit’s thesis on Telular (WRLS), a company profiled in this issue. We thank Aaron for sending us his take on Telular on short notice: “Telular announced very good news into the end of the year. First, Telular announced cash earnings grew 51% for fiscal 2011. Then the company increased guidance on improved orders and then increased their dividend 10% to $0.44 per year. Despite an already large yield, the company continued to grow cash on the balance sheet as well.” “In December, Telular surprised the market again, by announcing a large, very, very accretive acquisition. The company is buying SkyBiz, a mobile resource management provider for truck trailers, rail cars, rental equipment and more that is very similar to its wireless alarm business in basic technology and more importantly in recurring revenue and margins. In an absolute coup, the company through the use of very cheap debt is only issuing one million new shares to get $4 million of additional cash earnings. I now expect $15 to $16 million in cash earnings, up from $9.6 million in fiscal 2011. The stock now has nearly a 6% dividend, and should see earnings growth of 50-60% in this fiscal year. And it trades at around 8 times to earnings. Telular is knocking the cover off the ball and is a much larger company raising estimates, raising its dividend and yet it is the same price as it was February of this year. If Telular were to trade at 12 times earnings, it would be an $11 stock, for over a 40% gain from current levels in addition to its nearly 6% dividend. The stock is cheap and is an excellent investment for today’s turbulent and low yielding market environment.” In addition to Telular, we find the following three companies worthy of attention: Rosetta Stone (NYSE: RST, $7.60 per share; MV $160 million) $35 $30 $25 $20 $15 $10 $5 $0 Jan 10 Jan 11 Jan 11 Rosetta Stone’s transition from a largely offline customer acquisition model to an online subscription/services model has led to losses, management turnover, and a steep decline in the share price. However, the market appears to be ignoring Rosetta’s strong brand, growing non-U.S. markets, and fortress balance sheet (net cash represents ~70% of market value). While high marketing costs are a concern, they have added to brand recognition. The latter enables the pursuit of a licensing model, which alone could support the recent enterprise value of ~$50 million. The latter is too low relative to inherent earning power. © 2008-2012 by BeyondProxy LLC. All rights reserved. February 2012 – Page 9 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors Vonage (NYSE: VG, $2.30 per share; MV $520 million) $20 $18 $16 $14 $12 $10 $8 $6 $4 $2 $0 Jan 07 Jan 08 Jan 09 Jan 10 Jan 11 Jan 11 Vonage was one of the VoIP calling services leader in the pre-Skype era. However, once the company’s growth profile changed, it found itself with a bloated cost structure and was left for dead by many investors. Led by highly incentivized founder Jeffrey Citron as chairman, the company has accomplished an impressive financial turnaround, achieving GAAP profitability and getting on track to generate $105 million of FCF in 2011. The company has shifted its emphasis to international long distance markets and has launched innovative mobile applications. We find the valuation highly attractive. Capital Southwest (Nasdaq: CSWC, $84 per share; MV $315 million) We thank our contributor Ravi Nagarajan for writing the following extended thesis: Capital Southwest is a publicly owned venture capital and business development company founded in 1961. The company seeks to invest between $5-15 million of equity capital in early-stage companies with excellent management and to make larger investments in established companies with positive free cash flow. Unlike many venture capital firms, Capital Southwest has no predefined “exit strategy” and often retains holdings for many decades. The company focuses primarily on companies in the Southwest, Southeast, Midwest, and Mountain regions of the United States. Capital Southwest management serves on the boards of major investees and provides direction and services to portfolio companies as needed. Over the ten years ended March 31, 2011, Capital Southwest compounded net asset value at 8.4% per annum versus 2.3% for the S&P 500 Index. However, the market price of Capital Southwest shares lagged the advance in net asset value as the discount increased substantially over this timeframe. Currently, Capital Southwest trades at approximately 64% of stated net asset value as of September 30, 2011. The company recently has a market value of $315 million and the stock recently traded at $84 per share. As of September 30, 2011, management reported a net asset value of $134 per share, which does not include a charge for deferred taxes on unrealized capital gains. Including such a deferred tax charge, assuming a 20% effective capital gains tax rate, estimated net asset value on September 30, 2011 was $115 per share. Based on changes in the price of quoted securities in the portfolio, we estimate Capital Southwest’s recent net asset value to be $145, or $124 net of deferred income taxes. However, our valuation approach is more conservative and estimates the intrinsic value of Capital Southwest at between $101-113 per share. Estimated Fair Value per Capital Southwest Share, by Component In the base scenario, fair value is $107 per share, of which $78 is represented by the value of cash and other assets, RectorSeal, Whitmore, Encore Wire, and Alamo. © 2008-2012 by BeyondProxy LLC. All rights reserved. February 2012 – Page 10 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors Cash and other net assets, $15.51 The RectorSeal Corporation, $21.84 Other Privately Held Investments, $20.46 Other Quoted Securities, $8.84 The Whitmore Manufacturing Company, $7.84 Alamo Group, $13.05 Encore Wire, $19.64 Source: Ravi Nagarajan analysis, The Manual of Ideas. The “big four” industrial companies plus cash alone nearly justify the recent market price. Although Capital Southwest is a business development company specializing in funding early-stage companies, the vast majority of the value of the company resides in four long-held investments. We refer to these businesses as “the big four industrial companies”. They were initially funded at the venture stage but matured into large and successful companies. The four companies are The RectorSeal Corporation, Whitmore Manufacturing, Encore Wire (WIRE), and The Alamo Group (ALG). RectorSeal and Whitmore are wholly-owned subsidiaries of Capital Southwest while the company owns a large minority interest in publicly traded Encore Wire and Alamo. Encore Wire is a manufacturer and distributor of copper wire with a single manufacturing facility in Texas. Alamo manufactures and distributes right of way equipment such as industrial mowers and snow plows as well as agricultural equipment and replacement parts. In addition to these four investments, Capital Southwest holds significant cash on the balance sheet ($53 million as of September 30, 2011). Based on our valuation assumptions and net of estimated deferred taxes, we believe that the value of these four mature industrial companies plus net cash and other assets is between $73 and $82 per Capital Southwest share. In all scenarios presented (conservative, baseline, and aggressive), the valuation of the four companies is lower than management’s estimates which could already be quite conservative. The bottom line is we believe that the sum of “the big four” plus net cash nearly accounts for the entire market cap of Capital Southwest. Therefore, investors are paying very little for the other investments held by Capital Southwest, including potentially promising early-stage ventures. Other investments represent cheap upside potential. If our analysis of the value of “the big four” mature industrial companies is accurate, the implication is that buyers of Capital Southwest at the recent price are effectively paying “fair value” for four mature industrial companies and cash on the balance sheet while getting all of the other assets owned by Capital Southwest at nominal cost. We categorize these other assets as “other quoted securities” and “other privately held companies”. Other quoted securities include restricted shares of Heely’s (HLYS) and unrestricted shares of Hologic (HOLX) and Texas Capital Bancshares (TCBI). Other privately held companies include majority-owned investments in Balco, Cintara Clean Technologies, Extreme International, and Media Recovery, along with minority interests in a variety of companies. In addition, there are several investments in venture capital and “seed” funds valued by management at $15 million. In total, we value other quoted securities at between $8 to $9 per Capital Southwest share and other privately held securities at between $19 to $21 per Capital Southwest share. There is a great deal of uncertainty involved in valuing the privately held investments in immature companies. We discount management’s stated valuations as an additional measure of conservatism. © 2008-2012 by BeyondProxy LLC. All rights reserved. February 2012 – Page 11 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors Notable risks and concerns are as follows: 1. The “big four” industrial companies are obviously exposed to the macro economy and could suffer in a recession. The Alamo Group in particular is exposed to the European economy, which could suffer additional dislocations in the event of a collapse of the Euro. More generally, investors in Capital Southwest are taking on the risks that come with investing in mature industrial firms. Our valuation attempts to be conservative but a deep recession would almost certainly cause the quoted prices of Encore Wire and Alamo to decline while RectorSeal and Whitmore would suffer earnings declines and potential valuation markdowns by management. 2. Venture-stage investments could fail. This is clearly a risk in any company allocating capital toward new and unproven businesses. The risk is mitigated by the fact that shares can be purchased at a substantial discount to our assessment of Capital Southwest’s intrinsic value and our belief that the recent price assigns only minimal value to the venture-stage investments. 3. Management may fail to exit mature investments if they become overvalued. Management failed to exit Palm Harbor Homes before bankruptcy and did not liquidate Heely’s shares when they were in a speculative bubble fueled by the “fad” nature of Heely’s skate-shoes. Although the company’s multi-decade holding timeframe may provide benefits going forward and has proven successful in the past, more discipline in exiting speculative or overvalued investments could enhance shareholder value. 4. Former CEO Bill Thomas stepped down in 2007 and passed away in 2008. Under new management, the company’s cost structure has increased significantly, although it is still well below typical private equity levels in terms of compensation. However, more important than the escalation in cost structure is the fact that Mr. Thomas was responsible for much of the company’s historical results. Current CEO Gary Martin has been with Capital Southwest since 1972 but served in operational roles in industrial subsidiaries (CEO of Whitmore) prior to taking the CEO position of Capital Southwest in 2007. Although he was a board member of Capital Southwest prior to 2007, Gary Martin may not have the same talent for identifying early-stage opportunities as Bill Thomas. His five-year tenure is not a sufficiently long period to judge competency in allocating capital to early-stage ventures that may not play out for a decade or longer. Summary. Capital Southwest appears to represent a very conservative “80-cent dollar” based on our base case analysis. Rather than viewing Capital Southwest as a venture capital company, we prefer to view it as paying conservative “fair value” for a mature industrial conglomerate and $50 million of cash while obtaining the upside represented by the company’s holdings in other quoted securities and privately held companies at minimal additional cost. At the recent price of $84, the shares trade at a steep discount to our intrinsic value range of $101-113 per share. Substantial downside protection exists due to the “big four” industrial investments and cash, while upside exists both due to the undervaluation of the shares and future potential of the venture and seed-stage investments. The risk/reward appears quite compelling. Sincerely, John Mihaljevic, CFA and The Manual of Ideas research team © 2008-2012 by BeyondProxy LLC. All rights reserved. February 2012 – Page 12 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors Superinvestor Holdings Update We recently profiled the holdings of 50+ top investment managers, based on their Schedule 13F-HR filings with the Securities and Exchange Commission. On this page, we provide an update on the latest disclosed purchase and sale activity by the same group of investors. This information is based primarily on Schedule 13G or 13D filings and Form 3 or 4 filings. Increases in Superinvestor Holdings Latest Trade/ Filing 1/19/12 1/18/12 1/12/12 1/10/12 1/10/12 1/10/12 1/3/12 12/31/11 12/13/11 12/12/11 12/12/11 11/30/11 11/18/11 11/15/11 11/14/11 11/10/11 11/4/11 10/31/11 10/12/11 10/11/11 10/4/11 10/3/11 10/3/11 1/19/12 Filing Type 4 4 4 13G 13G 4 13D 13G 13D 13D 13D 13G 13G 13G 13G 13G 13D 13D 13D 13G 13G 4 13D 4 Investor Harbinger Icahn Second Curve Southeastern Southeastern WL Ross Icahn Fairholme Third Point Pershing Sq. Lane Five Baupost Pennant Glenview Gates Capital Glenview Leucadia MSD Atlantic Southeastern Pennant MHR Icahn Harbinger Company / Ticker Spectrum Brands / SPB WebMD Health / WBMD Primus Guaranty / PRSG Saks / SKS Lamar Advertising / LAMR EXCO Resources / XCO CVR Energy / CVI Orchard Supply / OSH Yahoo! / YHOO Canadian Natural / CNQ Ambassadors / EPAX Targacept / TRGT Huntington Ingalls / HII Take-Two / TTWO Nortek / NTK URS / URS Jefferies / JEF Bluenight Energy / BKEP Owens Illinois / OI InterContinental H. / IHG Universal Stainless / USAP Key Energy / KEG Navistar / NAV Spectrum Brands / SPB Market Value ($mn) 1,530 1,510 187 1,490 2,790 1,700 2,060 90 19,810 42,500 81 201 1,650 1,320 402 3,200 3,530 163 3,135 5,098 260 2,305 2,676 1,530 Stock Price ($) Latest Filing ∆ since Date Date Filing 29.58 29.39 1% 26.76 26.30 2% 5.30 5.11 4% 9.70 9.27 5% 30.00 28.50 5% 7.98 9.18 -13% 23.82 19.72 21% 15.02 25.00 -40% 15.97 15.42 4% 38.82 36.27 7% 4.59 4.52 2% 6.02 7.51 -20% 33.81 30.80 10% 15.19 14.17 7% 27.21 20.00 36% 40.17 33.85 19% 16.02 12.07 33% 7.19 6.00 20% 19.09 16.64 15% 17.78 16.75 6% 38.00 27.63 38% 15.29 8.70 76% 38.12 30.68 24% 29.58 29.39 1% Shares Owned Latest ∆ since (mn) 6/30/11 28.0 0% 6.6 204% 6.1 16% 17.8 31% 8.1 24% n/a n/a 12.6 new 0.7 new 66.0 5% 24.2 498% 1.2 251% 5.6 new 2.7 new 5.5 155% 1.8 new 4.2 5% 58.0 3% 5.5 54% 8.4 new 32.2 new 0.7 191% 17.5 366% 7.1 new 28.0 0% Holdings as % of Company 54% 12% 17% 12% 9% n/a 15% 12% 5% 2% 7% 17% 6% 6% 12% 5% 26% 24% 5% 11% 10% 12% 10% 54% Source: SEC filings, The Manual of Ideas compilation and analysis. Decreases in Superinvestor Holdings Latest Trade/ Filing 12/22/11 12/19/11 12/15/11 10/18/11 10/11/11 Filing Type 4 13D 4 4 13G Investor Paulson Breeden ValueAct Scout Paulson Company / Ticker American Capital / ACAS Steris / STE Gartner / IT Domino’s Pizza / DPZ American Capital / ACAS Market Value ($mn) 2,680 1,690 3,490 1,971 2,469 Stock Price ($) Latest Filing ∆ since Date Date Filing 7.95 7.16 11% 29.23 27.84 5% 36.73 35.65 3% 33.87 29.85 13% 7.16 6.71 7% Shares Owned Latest ∆ since (mn) 6/30/11 n/a n/a 1.8 -65% -100% 5.8 new 35.0 134% Holdings as % of Company n/a 3% 0% 10% 10% Source: SEC filings, The Manual of Ideas compilation and analysis. Investors we track include Bill Ackman, Pershing Square; Lee Ainsle, Maverick; Chuck Akre, Akre Capital; Zeke Ashton, Centaur Capital; Brian Bares, Bares Capital; Bruce Berkowitz, Fairholme; Richard Breeden, Breeden Capital; Tom Brown, Second Curve; Warren Buffett, Berkshire Hathaway; Francis Chou, Chou Associates; Chase Coleman, Tiger Global; James Crichton, Scout; Ian Cumming and Joe Steinberg, Leucadia; Boykin Curry, Eagle; David Einhorn, Greenlight; Phil Falcone, Harbinger; Alan Fournier, Pennant; Glenn Fuhrman and John Phelan, MSD Capital; Jeffrey Gates, Gates Capital; Tom Gayner, Markel Gayner; Kian Ghazi, Hawkshaw; Ed Gilhuly and Scott Stuart, Sageview; Glenn Greenberg, Brave Warrior; John Griffin, Blue Ridge; Howard Guberman, Gruss; Andreas Halvorsen, Viking Global; Mason Hawkins, Southeastern; Lance Helfert and Paul Orfalea, West Coast; Chris Hohn, TCI; Carl Icahn, Icahn; Rehan Jaffer, H Partners; Seth Klarman, Baupost; John Kleinheinz, Kleinheinz Capital; Eddie Lampert, ESL Investments; Quincy Lee, Teton; Dan Loeb, Third Point; Steve Mandel, Lone Pine; Sandy Nairn, Edinburgh Partners; Mohnish Pabrai, Pabrai Funds; John Paulson, Paulson & Co.; Boone Pickens, BP Capital; Mark Rachesky, MHR; Lisa Rapuano, Lane Five; Larry Robbins, Glenview; Bob Rodriguez and Steven Romick, First Pacific; Wilbur Ross, WL Ross; Ken Shubin Stein, Spencer; Chris Shumway, Shumway Capital; David Tepper, Appaloosa; Peter Thiel, Clarium; Prem Watsa, Fairfax; Wally Weitz, Weitz Funds; and David Winters, Wintergreen. © 2008-2012 by BeyondProxy LLC. All rights reserved. February 2012 – Page 13 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors The Funnel: Searching For Small-Cap Ideas Small-Cap Equities ($10mn < MV < $2bn, Trading Close to 52-Week Low) Trading Data (Click data to visit relevant websites) Navios Maritime / NNA.U VSB Bancorp / VSBN Marchex / MCHX Daxor / DXR Dynegy / DYN Bill Barrett / BBG Cherokee / CHKE Hugoton Royalty / HGT NCI / NCIT Mesa Royalty Trust / MTR Sonic Foundry / SOFO Unity Bancorp / UNTY American Biltrite / ABL GenOn / GEN Ferrellgas Partners / FGP San Juan Basin / SJT Comstock Resources / CRK Duckwall-ALCO / DUCK Maui Land Pineapple / MLP EXCO Resources / XCO Alliance Bankshares / ABVA Park City Group / PCYG Eastern Am. Nat. Gas / NGT SoundBite Comms / SDBT Quicksilver Resource / KWK Star Gas Partners / SGU Evolving Systems / EVOL Gaming Partners / GPIC Escalade / ESCA SunOpta / STKL Value Line / VALU Cellcom Israel / CEL Adventrx Pharma / ANX Capital City Bank / CCBG Ballard Power / BLDP Claude Resources / CGR GSI Technology / GSIT Newport Bancorp / NFSB Advantage Energy / AAV Celsion / CLSN Silicon Image / SIMG First Clover Leaf / FCLF Tuesday Morning / TUES Greene County Banc / GCBC Pennichuck / PNNW Blue Square-Israel / BSI JAKKS Pacific / JAKK BankFinancial / BFIN 1st Century Banc / FCTY InterGroup / INTG Stock Price ($) 2.70 9.85 4.89 9.00 2.23 28.57 10.47 13.99 7.80 36.99 7.11 6.30 4.16 2.08 17.40 18.15 12.41 7.97 3.77 7.86 3.40 3.02 23.08 2.15 5.34 4.59 5.37 6.00 4.40 4.27 10.30 15.96 0.58 9.76 1.11 1.37 4.73 12.48 3.45 1.71 4.39 6.00 3.19 17.43 28.99 3.98 13.92 5.51 3.51 18.10 © 2008-2012 by BeyondProxy LLC. All rights reserved. ∆ to Reach 52-Week Low 0% 0% 0% -1% -1% -1% -1% -1% -1% -1% -2% -2% -2% -2% -2% -2% -2% -2% -2% -3% -3% -3% -3% -3% -3% -3% -3% -3% -3% -3% -3% -3% -3% -4% -4% -4% -4% -4% -4% -4% -4% -4% -4% -4% -4% -5% -5% -5% -5% -5% High 105% 32% 122% 25% 210% 82% 89% 76% 224% 36% 128% 22% 175% 109% 67% 54% 171% 76% 100% 168% 106% 91% 5% 47% 199% 31% 54% 40% 47% 101% 45% 113% 626% 41% 126% 112% 116% 17% 169% 156% 132% 25% 64% 12% 0% 170% 52% 73% 40% 52% Market Value ($mn) Enter. Value ($mn) Public Market Valuation EPS Yield TTM Tang. Rev./ This Book/ EV TTM FY MV 122 18 182 38 274 1,362 88 560 106 69 27 47 14 1,605 1,374 846 591 31 71 1,688 17 35 136 35 915 299 60 49 57 282 102 1,564 15 167 95 226 135 44 573 57 360 47 136 72 136 257 362 116 32 44 n/m n/m 147 -6 4,606 2,067 87 n/m 167 n/m 24 -13 33 3,531 2,637 n/m 1,302 108 115 3,345 n/m 38 n/m 8 2,988 337 30 24 77 436 n/m 2,817 -23 n/m 72 204 79 n/m 860 35 205 n/m 144 n/m 192 1,385 221 n/m n/m 161 n/m n/m 93% n/m 39% 35% 31% n/m 369% n/m 106% n/m 627% 93% 97% n/m 30% 448% 24% 21% n/m 29% n/m 510% 32% 472% 76% 262% 168% 242% n/m 61% n/m n/m 106% 29% 116% n/m 33% 6% 105% n/m 567% n/m 20% 238% 333% n/m n/a 32% neg. 10% 1% neg. neg. 5% 7% 10% 18% 8% neg. 1% 16% 8% neg. 8% neg. 4% neg. 7% 2% neg. 4% neg. 40% 4% 2% 8% 8% 6% 37% 18% neg. 4% neg. 3% 10% 4% neg. neg. 1% 7% 5% 8% 3% 13% 9% neg. n/a 7% n/a n/a 6% n/a neg. 6% n/a n/a 14% n/a 1% n/a n/a neg. 2% n/a neg. n/a n/a 9% n/a n/a n/a neg. 3% n/a n/a 11% n/a n/a n/a 17% neg. 4% n/a 7% 4% 4% 1% neg. 4% n/a 5% n/a n/a n/a 3% neg. n/a 12% 144% 154% 34% 99% 871% 92% 6% 21% 3% 9% 6% 112% 343% 319% n/m 2% 180% 340% n/m 89% 198% n/m 9% 95% 122% 7% 86% 88% 82% 71% 28% n/m 278% 105% 58% 74% 97% 117% 220% 32% 48% 141% 186% 68% 42% n/m 108% 190% 143% 21% Operating Performance ∆ Revenue % TTM Revenue Rev./ Empl. ($000) TTM Last Q Gross Profit Adj. EBIT 26,925 220 373 33 1,184 2,599 1,286 n/m 236 n/m 268 245 334 939 714 n/m 3,091 140 154 766 379 204 n/m 311 2,125 594 92 98 212 565 229 368 45 105 173 209 691 310 2,258 125 496 338 431 211 380 460 887 188 n/a 6,538 1230% -6% 46% -22% -22% 4% -13% -10% 15% -2% 24% -9% 7% 39% 19% -13% 7% 5% -6% 15% -14% -33% -12% -1% 4% 31% -17% 7% 9% -3% -28% -19% n/a -10% 5% 6% 4% -4% 2% n/a 22% -8% -18% 5% 6% 73% -2% 0% n/a 9% 284% -4% 65% -40% -33% 16% -22% 5% -22% 40% 24% -7% -2% 39% 35% -6% 50% 3% -13% 58% -17% 0% -10% 13% 9% 13% -22% 11% 0% 25% -33% -4% n/a -10% 25% 16% -22% -5% 21% n/a -1% -8% -1% 3% 1% 68% -5% 13% n/a 13% n/m n/m 43% 50% 38% 81% n/m n/m 11% n/m 71% n/m 24% -7% 27% n/m 80% 30% 49% 85% n/m 60% n/m 59% 88% 22% 63% 32% 30% 13% 88% 49% n/m n/m 20% 42% 45% n/m 68% n/m 59% n/m 38% n/m n/m 24% 33% n/m n/a 28% 26% 39% 5% n/m -16% 28% 30% 99% 6% 98% 3% 16% 0% 8% 4% 98% -5% 1% -9% 3% 23% 1% 69% -7% 79% 4% -1% 8% 4% 4% 19% 26% n/m 13% -48% 14% 19% 33% 1% n/m 3% 22% 2% 36% 30% 2% 7% -19% n/a 13% February 2012 – Page 14 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors Trading Data (Click data to visit relevant websites) Parkway Properties / PKY Richardson Electron. / RELL NTN Buzztime / NTN Geo Group / GEO Sigma Designs / SIGM Rex Energy / REXX ACNB Corp. / ACNB AngioDynamics / ANGO Arotech Corp. / ARTX Covanta / CVA Overstock.com / OSTK Flanigans Enterprise / BDL EZCORP / EZPW United Bancshares OH / UBOH Deswell Industries / DSWL Christopher & Banks / CBK Amyris / AMRS SED International / SED Partner Comms / PTNR First Advantage Banc / FABK Vestin Mortgage / VRTB Pegasystems / PEGA AMREP Corp. / AXR Nexxus Lighting / NEXS National West. Life / NWLI Checkpoint Systems / CKP Old Point Financial / OPOF ValueVision Media / VVTV Penn Virginia / PVA Crown Media / CRWN BSQUARE / BSQR Dorchester Minerals / DMLP Strattec Security / STRT Ramtron / RMTR United Community / UCBA GMX Resources / GMXR Resolute Energy / REN PMC Commercial / PCC Radio One / ROIAK Union Bankshares / UNB ESSA Bancorp / ESSA Gencor / GENC TigerLogic / TIGR Skullcandy / SKUL Auburn National Banc / AUBN Patriot Nation. Banc / PNBK Tootsie Roll / TR Star Bulk Carriers / SBLK Waterstone Financial / WSBF Reliv International / RELV Stock Price ($) 9.46 12.11 0.21 17.22 5.82 10.16 13.98 13.27 1.17 13.57 6.95 6.75 26.69 7.10 2.11 2.11 10.45 2.45 9.02 12.65 1.09 27.32 5.97 0.89 137.75 11.18 9.54 1.59 4.47 1.19 3.34 22.14 20.08 1.99 5.63 1.15 11.12 7.29 0.97 19.25 10.42 7.05 2.08 12.58 19.25 1.73 24.41 0.92 1.84 1.22 ∆ to Reach 52-Week Low -5% -5% -5% -5% -5% -5% -5% -5% -5% -5% -5% -5% -5% -5% -5% -5% -5% -5% -5% -5% -6% -6% -6% -6% -6% -6% -6% -6% -6% -6% -6% -6% -6% -6% -6% -6% -6% -6% -6% -6% -6% -6% -6% -6% -6% -6% -7% -7% -7% -7% High 96% 27% 162% 57% 153% 77% 18% 30% 111% 31% 145% 40% 45% 50% 72% 237% 225% 132% 130% 10% 73% 74% 131% 390% 30% 106% 36% 449% 309% 171% 312% 36% 80% 74% 44% 463% 67% 30% 213% 16% 29% 15% 138% 86% 6% 47% 23% 197% 92% 105% Public Market Valuation EPS Yield Tang. This Book/ TTM FY MV Market Value ($mn) Enter. Value ($mn) TTM Rev./ EV 208 205 13 1,078 188 451 83 333 18 1,868 162 13 1,344 25 34 76 476 12 1,412 58 14 1,030 36 15 501 449 47 77 204 428 36 679 66 69 44 70 679 77 44 86 126 67 59 343 70 66 899 74 58 15 1,249 44 11 2,572 88 596 n/m 203 19 3,912 106 17 1,362 n/m -5 19 368 56 2,640 n/m 12 931 27 13 n/m 504 n/m 75 814 914 19 668 55 71 n/m 439 824 174 836 n/m n/m -7 50 342 n/m n/m 871 320 n/m 12 19% 366% 225% 61% 249% 17% n/m 110% 372% 42% >999% 423% 66% n/m n/m >999% 37% >999% 72% n/m 13% 42% 336% 72% n/m 170% n/m 792% 36% 34% 532% 10% 490% 92% n/m 27% 26% 9% 40% n/m n/m n/m 28% 63% n/m n/m 60% 34% n/m 614% neg. 2% neg. 7% neg. neg. 10% 2% neg. 4% neg. 12% 10% 11% neg. neg. neg. 12% 18% 4% neg. 1% neg. neg. 14% neg. 5% neg. neg. 57% 13% 5% 8% neg. 0% neg. 4% 6% neg. 6% 4% 0% neg. neg. 7% neg. 3% 38% neg. 8% neg. 3% n/a 9% neg. 4% n/a 3% neg. 4% neg. n/a 11% n/a n/a neg. neg. n/a 17% n/a n/a 2% n/a neg. n/a 4% 7% neg. neg. n/a 6% n/a 10% n/a n/a neg. 3% n/a n/a n/a 4% n/a n/a 7% n/a n/a n/a neg. n/a n/a 65% 103% 32% 29% 123% 65% 109% 62% 59% 18% 8% 124% 36% 204% 316% 159% 43% 172% n/m 117% 343% 12% 194% 37% 255% 39% 180% 108% 428% n/m 58% 20% 127% 64% 117% 187% 78% 192% n/m 45% 127% 147% 11% 19% 92% 76% 47% 687% 298% 83% Operating Performance ∆ Revenue % TTM Revenue Rev./ Empl. ($000) TTM Last Q Gross Profit Adj. EBIT 948 546 188 82 368 539 150 309 170 400 726 91 161 183 30 261 290 1,545 313 210 136 259 74 279 2,043 148 122 776 1,435 1,850 470 2,367 105 533 205 1,081 1,361 484 390 145 261 217 142 1,069 203 199 237 3,558 138 307 -9% 7% -6% 31% -23% 59% -6% 3% -8% -14% 2% 3% 17% -11% -8% -23% 97% 12% -10% 0% -44% 22% -15% 70% 9% 3% -27% 9% 16% -8% 20% 5% 18% -4% -18% 24% 33% -3% 22% -18% -4% 7% 1% 123% -9% -37% 2% -8% -10% -7% 53% -5% -9% 24% -49% 82% -6% 9% 60% 7% -2% 4% 14% -13% -25% 2% 50% 10% 6% 0% 0% 6% -9% 75% -39% 7% -12% 2% 21% 18% -5% 11% 11% 11% -6% 15% 29% -12% 40% 7% -4% 56% 3% 57% -8% -19% -2% -12% -13% -7% 56% 29% 76% 24% 44% 70% n/m 58% 23% 41% 17% 60% 62% n/m 15% 27% 6% 5% 32% n/m n/m 59% 19% 27% 72% 39% n/m 36% 77% 53% 21% 93% 16% 50% n/m 90% 74% 75% 70% n/m n/m 16% 87% 52% n/m n/m 31% 59% n/m 80% 8% 3% -8% 12% -20% -17% 32% 8% -8% 14% 0% 4% 21% 17% -6% -10% n/m 1% 22% 27% n/m 1% 3% -49% 92% 4% 22% -1% -21% 33% 2% 59% 4% -2% -1% 60% 26% 30% 15% 31% 38% -3% -21% 10% 28% -66% 11% 21% 18% 3% MV = market value, EV = enterprise value, Rev. = revenue, GP = gross profit, NI = net income, TTM = trailing twelve months, Cap. Empl. = capital employed. © 2008-2012 by BeyondProxy LLC. All rights reserved. February 2012 – Page 15 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors Small-Cap Equities (… and Tangible Book to Market > 30%) (Click data to visit relevant websites) Navios Maritime / NNA.U Stock Price ($) 2.70 Trading Data % ∆ to Market 52-Week Value ($mn) Low High 0 105 122 Enter. Value ($mn) n/m TTM Rev./ EV n/m Public Market Valuation EPS Yield This Next TTM FY FY neg. n/a n/a Tang. Book/ MV 144% Rev./ Empl. ($000) 26,925 Operating Performance ∆ Revenue % TTM Revenue Last Gross Adj. TTM Q Profit EBIT n/m 284% n/m 26% VSB Bancorp / VSBN 9.85 0 32 18 n/m n/m 10% n/a n/a 154% 220 -6% -4% n/m Marchex / MCHX 4.89 0 122 182 147 93% 1% 6% 7% 34% 373 46% 65% 43% 5% Daxor / DXR 9.00 -1 25 38 -6 n/m neg. n/a n/a 99% 33 -22% -40% 50% n/m -16% 39% 2.23 -1 210 274 4,606 39% neg. neg. neg. 871% 1,184 -22% -33% 38% 28.57 -1 82 1,362 2,067 35% 5% 6% 4% 92% 2,599 4% 16% 81% 28% Unity Bancorp / UNTY 6.30 -2 22 47 -13 n/m 1% n/a n/a 112% 245 -9% -7% n/m 16% American Biltrite / ABL 4.16 -2 175 14 33 627% 16% n/a n/a 343% 334 7% -2% 24% 0% GenOn / GEN 2.08 -2 109 1,605 3,531 93% 8% neg. neg. 319% 939 39% 39% -7% 8% 12.41 -2 171 591 1,302 30% neg. neg. 2% 180% 3,091 7% 50% 80% -5% Duckwall-ALCO / DUCK 7.97 -2 76 31 108 448% 4% n/a n/a 340% 140 5% 3% 30% 1% EXCO Resources / XCO 7.86 -3 168 1,688 3,345 21% 7% 9% 8% 89% 766 15% 58% 85% 3% Alliance Bankshares / ABVA 3.40 -3 106 17 n/m n/m 2% n/a n/a 198% 379 -14% -17% n/m 23% SoundBite Comms / SDBT 2.15 -3 47 35 8 510% neg. neg. 0% 95% 311 -1% 13% 59% -7% Quicksilver Resource / KWK 5.34 -3 199 915 2,988 32% 40% 3% neg. 122% 2,125 4% 9% 88% 79% Evolving Systems / EVOL 5.37 -3 54 60 30 76% 2% n/a n/a 86% 92 -17% -22% 63% -1% Gaming Partners / GPIC 6.00 -3 40 49 24 262% 8% 11% 14% 88% 98 7% 11% 32% 8% Escalade / ESCA 4.40 -3 47 57 77 168% 8% n/a n/a 82% 212 9% 0% 30% 4% SunOpta / STKL 4.27 -3 101 282 436 242% 6% n/a n/a 71% 565 -3% 25% 13% 4% Adventrx Pharma / ANX 0.58 -3 626 15 -23 n/m neg. neg. neg. 278% 45 n/a n/a n/m n/m Capital City Bank / CCBG 9.76 -4 41 167 n/m n/m 4% 4% 4% 105% 105 -10% -10% n/m 13% Ballard Power / BLDP 1.11 -4 126 95 72 106% neg. n/a n/a 58% 173 5% 25% 20% -48% Claude Resources / CGR 1.37 -4 112 226 204 29% 3% 7% 16% 74% 209 6% 16% 42% 14% GSI Technology / GSIT 4.73 -4 116 135 79 116% 10% 4% 5% 97% 691 4% -22% 45% 19% 12.48 -4 17 44 n/m n/m 4% 4% 4% 117% 310 -4% -5% n/m 33% Celsion / CLSN 1.71 -4 156 57 35 6% neg. neg. neg. 32% 125 n/a n/a n/m n/m Silicon Image / SIMG 4.39 -4 132 360 205 105% 1% 4% 7% 48% 496 22% -1% 59% 3% First Clover Leaf / FCLF 6.00 -4 25 47 n/m n/m 7% n/a n/a 141% 338 -8% -8% n/m 22% Tuesday Morning / TUES 3.19 -4 64 136 144 567% 5% 5% 8% 186% 431 -18% -1% 38% 2% Greene County / GCBC 17.43 -4 12 72 n/m n/m 8% n/a n/a 68% 211 5% 3% n/m 36% Pennichuck / PNNW 28.99 -4 0 136 192 20% 3% n/a n/a 42% 380 6% 1% n/m 30% JAKKS Pacific / JAKK 13.92 -5 52 362 221 333% 9% 3% 8% 108% 887 -2% -5% 33% 7% BankFinancial / BFIN 5.51 -5 73 116 n/m n/m neg. neg. 3% 190% 188 0% 13% n/m -19% 1st Century Banc / FCTY 3.51 -5 40 32 n/m n/a n/a n/a n/a 143% n/a n/a n/a n/a n/a Parkway Properties / PKY 9.46 -5 96 208 1,249 19% neg. neg. neg. 65% 948 -9% 53% 56% 8% 12.11 -5 27 205 44 366% 2% 3% 4% 103% 546 7% -5% 29% 3% 0.21 -5 162 13 11 225% neg. n/a n/a 32% 188 -6% -9% 76% -8% Dynegy / DYN Bill Barrett / BBG Comstock Resources / CRK Newport Bancorp / NFSB Richardson Electron. / RELL NTN Buzztime / NTN 5.82 -5 153 188 88 249% neg. neg. neg. 123% 368 -23% -49% 44% -20% Rex Energy / REXX 10.16 -5 77 451 596 17% neg. 4% 4% 65% 539 59% 82% 70% -17% ACNB Corp. / ACNB 13.98 -5 18 83 n/m n/m 10% n/a n/a 109% 150 -6% -6% n/m 32% AngioDynamics / ANGO 13.27 -5 30 333 203 110% 2% 3% 4% 62% 309 3% 9% 58% 8% Arotech / ARTX 1.17 -5 111 18 19 372% neg. neg. 9% 59% 170 -8% 60% 23% -8% Flanigans Enterprise / BDL 6.75 -5 40 13 17 423% 12% n/a n/a 124% 91 3% 4% 60% 4% 26.69 -5 45 1,344 1,362 66% 10% 11% 13% 36% 161 17% 14% 62% 21% United Banc. OH / UBOH 7.10 -5 50 25 n/m n/m 11% n/a n/a 204% 183 -11% -13% n/m 17% Deswell Industries / DSWL 2.11 -5 72 34 -5 n/m neg. n/a n/a 316% 30 -8% -25% 15% -6% Christopher & Banks / CBK 2.11 -5 237 76 19 >999% neg. neg. neg. 159% 261 -23% 2% 27% -10% n/m Sigma Designs / SIGM EZCORP / EZPW 10.45 -5 225 476 368 37% neg. neg. neg. 43% 290 97% 50% 6% SED International / SED 2.45 -5 132 12 56 >999% 12% n/a n/a 172% 1,545 12% 10% 5% 1% First Advantage / FABK 12.65 -5 10 58 n/m n/m 4% n/a n/a 117% 210 0% 0% n/m 27% Amyris / AMRS © 2008-2012 by BeyondProxy LLC. All rights reserved. February 2012 – Page 16 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors (Click data to visit relevant websites) Vestin Mortgage / VRTB Stock Price ($) 1.09 Trading Data % ∆ to Market 52-Week Value ($mn) Low High -6 73 14 Enter. Value ($mn) 12 TTM Rev./ EV 13% Public Market Valuation EPS Yield This Next TTM FY FY neg. n/a n/a Tang. Book/ MV 343% Rev./ Empl. ($000) 136 Operating Performance ∆ Revenue % TTM Revenue Last Gross Adj. TTM Q Profit EBIT -44% 0% n/m n/m AMREP Corp. / AXR 5.97 -6 131 36 27 336% neg. n/a n/a 194% 74 -15% -9% 19% 3% Nexxus Lighting / NEXS 0.89 -6 390 15 13 72% neg. neg. 3% 37% 279 70% 75% 27% -49% National West. Life / NWLI 137.75 -6 30 501 n/m n/m 14% n/a n/a 255% 2,043 9% -39% 72% 92% Checkpoint Systems / CKP 11.18 -6 106 449 504 170% neg. 4% 9% 39% 148 3% 7% 39% 4% Old Point Financial / OPOF 9.54 -6 36 47 n/m n/m 5% 7% 7% 180% 122 -27% -12% n/m 22% ValueVision Media / VVTV 1.59 -6 449 77 75 792% neg. neg. neg. 108% 776 9% 2% 36% -1% Penn Virginia / PVA 4.47 -6 309 204 814 36% neg. neg. neg. 428% 1,435 16% 21% 77% -21% 3.34 -6 312 36 19 532% 13% 6% 11% 58% 470 20% -5% 21% 2% 20.08 -6 80 66 55 490% 8% 10% 11% 127% 105 18% 11% 16% 4% Ramtron / RMTR 1.99 -6 74 69 71 92% neg. n/a n/a 64% 533 -4% 11% 50% -2% United Community / UCBA 5.63 -6 44 44 n/m n/m 0% n/a n/a 117% 205 -18% -6% n/m -1% GMX Resources / GMXR 1.15 -6 463 70 439 27% neg. neg. neg. 187% 1,081 24% 15% 90% 60% Resolute Energy / REN 11.12 -6 67 679 824 26% 4% 3% 4% 78% 1,361 33% 29% 74% 26% PMC Commercial / PCC 7.29 -6 30 77 174 9% 6% n/a n/a 192% 484 -3% -12% 75% 30% Union Bankshares / UNB 19.25 -6 16 86 n/m n/m 6% n/a n/a 45% 145 -18% 7% n/m 31% ESSA Bancorp / ESSA 10.42 -6 29 126 n/m n/m 4% 4% 6% 127% 261 -4% -4% n/m 38% 7.05 -6 15 67 -7 n/m 0% n/a n/a 147% 217 7% 56% 16% -3% 19.25 -6 6 70 n/m n/m 7% n/a n/a 92% 203 -9% -8% n/m 28% BSQUARE / BSQR Strattec Security / STRT Gencor / GENC Auburn National / AUBN 1.73 -6 47 66 n/m n/m neg. n/a n/a 76% 199 -37% -19% n/m -66% 24.41 -7 23 899 871 60% 3% n/a n/a 47% 237 2% -2% 31% 11% Star Bulk Carriers / SBLK 0.92 -7 197 74 320 34% 38% neg. neg. 687% 3,558 -8% -12% 59% 21% Waterstone Fin. / WSBF 1.84 -7 92 58 n/m n/m neg. n/a n/a 298% 138 -10% -13% n/m 18% Patriot Nation. Banc / PNBK Tootsie Roll / TR 1.22 -7 105 15 12 614% 8% n/a n/a 83% 307 -7% -7% 80% 3% OBA Financial / OBAF 14.45 -7 4 62 n/m n/m 1% n/a n/a 126% 253 1% 0% n/m 23% Middleburg Fin. / MBRG 14.99 -7 27 105 n/m n/m 5% 5% 6% 94% 138 -1% 5% n/m 17% Franklin Street / FSP 10.10 -7 55 838 1,169 12% 3% 5% 3% 111% 3,259 -5% 19% 75% 21% MedCath / MDTH 7.18 -7 108 146 39 834% neg. n/a n/a 212% 194 -18% -1% 78% 0% America First Tax / ATAX 5.15 -7 15 150 n/m n/m 2% n/a n/a 92% n/m 18% 22% 62% 27% ENGlobal / ENG 2.17 -7 162 58 79 397% neg. 3% 15% 63% 155 -15% -2% 9% -1% BioMimetic Thera. / BMTI 2.01 -7 621 56 -10 n/m neg. neg. neg. 107% 18 6% 0% 94% n/m Jacksonville Banc / JAXB 3.00 -7 134 18 n/m n/m neg. n/a n/a 225% 298 32% 37% n/m -38% WVS Financial / WVFC 8.64 -7 22 18 n/m n/m 9% n/a n/a 163% 283 -26% -27% n/m 26% Ocean Shore / OSHC 10.55 -7 26 77 n/m n/m 7% 7% 9% 130% 274 -1% 6% n/m 39% Naugatuck Valley / NVSL 7.25 -7 25 51 n/m n/m 4% n/a n/a 162% 216 -3% -4% n/m 18% Fidelity Southern / LION 6.20 -7 42 81 n/m n/m 10% 11% 13% 149% 168 -2% 1% n/m 25% Motricity / MOTR 0.82 -7 2716 38 41 329% neg. neg. neg. 56% 393 9% -20% 65% -8% 22.91 -7 23 39 n/m n/m 9% n/a n/a 105% 192 -21% -3% n/m 38% Reliv International / RELV Salisbury Bancorp / SAL 2.18 -7 136 65 49 7% neg. n/a n/a 30% 82 100% 40% 47% n/m 12.10 -7 96 604 494 360% neg. neg. 4% 149% 706 -8% -26% 39% -2% Lakes Entertainment / LACO 1.90 -7 72 50 12 331% neg. n/a n/a 233% 1,773 54% -96% n/m 27% Southern National / SONA 6.16 -8 30 71 n/m n/m 3% n/a n/a 129% 297 0% 1% n/m 13% Somerset Hills / SOMH 7.69 -8 32 41 n/m n/m 7% n/a n/a 98% 227 0% 3% n/m 32% CE Franklin / CFK 8.06 -8 26 149 154 338% 8% n/a n/a 92% 1,079 -6% 6% 16% 3% SatCon Technology / SATC 0.52 -8 910 62 104 216% neg. neg. neg. 38% n/m 84% -23% 20% -13% 30.01 -8 3 117 n/m n/m 9% 10% 10% 98% 302 -1% -2% n/m 46% 6.62 -8 164 227 161 2% neg. 14% 22% 178% 108 n/m n/a n/m n/m 20.18 -8 6 223 n/m n/m 6% 6% 6% 96% 252 0% 3% n/m 40% Digirad Corp. / DRAD 1.92 -8 61 37 6 991% neg. n/a n/a 115% 162 -23% 1% 27% -3% Pervasive Software / PVSW 5.61 -8 41 89 50 99% 3% 4% 5% 46% 195 7% 6% 86% 7% BSD Medical / BSDM Skechers / SKX Bar Harbor Bank / BHB Harvest / HNR Territorial Bancorp / TBNK MV = market value, EV = enterprise value, Rev. = revenue, GP = gross profit, NI = net income, TTM = trailing twelve months, Cap. Empl. = capital employed. © 2008-2012 by BeyondProxy LLC. All rights reserved. February 2012 – Page 17 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors Small-Cap Equities (… and TTM Revenue / EV > 30%) (Click data to visit relevant websites) Marchex / MCHX Stock Price ($) 4.89 Trading Data % ∆ to Market 52-Week Value ($mn) Low High 0 122 182 Enter. Value ($mn) 147 TTM Rev./ EV 93% Public Market Valuation EPS Yield This Next TTM FY FY 1% 6% 7% Tang. Book/ MV 34% Rev./ Empl. ($000) 373 Operating Performance ∆ Revenue % TTM Rev. Last Gross Adj. TTM Q Profit EBIT 46% 65% 43% 5% 2.23 -1 210 274 4,606 39% neg. neg. neg. 871% 1,184 -22% -33% 38% -16% 28.57 -1 82 1,362 2,067 35% 5% 6% 4% 92% 2,599 4% 16% 81% 28% American Biltrite / ABL 4.16 -2 175 14 33 627% 16% n/a n/a 343% 334 7% -2% 24% 0% GenOn / GEN 2.08 -2 109 1,605 3,531 93% 8% neg. neg. 319% 939 39% 39% -7% 8% 12.41 -2 171 591 1,302 30% neg. neg. 2% 180% 3,091 7% 50% 80% -5% Duckwall-ALCO / DUCK 7.97 -2 76 31 108 448% 4% n/a n/a 340% 140 5% 3% 30% 1% SoundBite Comms / SDBT 2.15 -3 47 35 8 510% neg. neg. 0% 95% 311 -1% 13% 59% -7% Quicksilver Resource / KWK 5.34 -3 199 915 2,988 32% 40% 3% neg. 122% 2,125 4% 9% 88% 79% Evolving Systems / EVOL 5.37 -3 54 60 30 76% 2% n/a n/a 86% 92 -17% -22% 63% -1% Gaming Partners / GPIC 6.00 -3 40 49 24 262% 8% 11% 14% 88% 98 7% 11% 32% 8% Escalade / ESCA 4.40 -3 47 57 77 168% 8% n/a n/a 82% 212 9% 0% 30% 4% SunOpta / STKL 4.27 -3 101 282 436 242% 6% n/a n/a 71% 565 -3% 25% 13% 4% Ballard Power / BLDP 1.11 -4 126 95 72 106% neg. n/a n/a 58% 173 5% 25% 20% -48% GSI Technology / GSIT 4.73 -4 116 135 79 116% 10% 4% 5% 97% 691 4% -22% 45% 19% Silicon Image / SIMG 4.39 -4 132 360 205 105% 1% 4% 7% 48% 496 22% -1% 59% 3% Tuesday Morning / TUES 3.19 -4 64 136 144 567% 5% 5% 8% 186% 431 -18% -1% 38% 2% JAKKS Pacific / JAKK 13.92 -5 52 362 221 333% 9% 3% 8% 108% 887 -2% -5% 33% 7% Richardson Electron. / RELL 12.11 -5 27 205 44 366% 2% 3% 4% 103% 546 7% -5% 29% 3% 0.21 -5 162 13 11 225% neg. n/a n/a 32% 188 -6% -9% 76% -8% Sigma Designs / SIGM 5.82 -5 153 188 88 249% neg. neg. neg. 123% 368 -23% -49% 44% -20% AngioDynamics / ANGO 13.27 -5 30 333 203 110% 2% 3% 4% 62% 309 3% 9% 58% 8% 1.17 -5 111 18 19 372% neg. neg. 9% 59% 170 -8% 60% 23% -8% Dynegy / DYN Bill Barrett / BBG Comstock Resources / CRK NTN Buzztime / NTN Arotech / ARTX Flanigans Enterprise / BDL EZCORP / EZPW 6.75 -5 40 13 17 423% 12% n/a n/a 124% 91 3% 4% 60% 4% 26.69 -5 45 1,344 1,362 66% 10% 11% 13% 36% 161 17% 14% 62% 21% 2.11 -5 237 76 19 >999% neg. neg. neg. 159% 261 -23% 2% 27% -10% 10.45 -5 225 476 368 37% neg. neg. neg. 43% 290 97% 50% 6% n/m SED International / SED 2.45 -5 132 12 56 >999% 12% n/a n/a 172% 1,545 12% 10% 5% 1% AMREP / AXR 5.97 -6 131 36 27 336% neg. n/a n/a 194% 74 -15% -9% 19% 3% -49% Christopher & Banks / CBK Amyris / AMRS 0.89 -6 390 15 13 72% neg. neg. 3% 37% 279 70% 75% 27% Checkpoint Systems / CKP 11.18 -6 106 449 504 170% neg. 4% 9% 39% 148 3% 7% 39% 4% ValueVision Media / VVTV 1.59 -6 449 77 75 792% neg. neg. neg. 108% 776 9% 2% 36% -1% Penn Virginia / PVA 4.47 -6 309 204 814 36% neg. neg. neg. 428% 1,435 16% 21% 77% -21% BSQUARE / BSQR 3.34 -6 312 36 19 532% 13% 6% 11% 58% 470 20% -5% 21% 2% 20.08 -6 80 66 55 490% 8% 10% 11% 127% 105 18% 11% 16% 4% Ramtron / RMTR 1.99 -6 74 69 71 92% neg. n/a n/a 64% 533 -4% 11% 50% -2% Tootsie Roll / TR Nexxus Lighting / NEXS Strattec Security / STRT 24.41 -7 23 899 871 60% 3% n/a n/a 47% 237 2% -2% 31% 11% Star Bulk Carriers / SBLK 0.92 -7 197 74 320 34% 38% neg. neg. 687% 3,558 -8% -12% 59% 21% Reliv International / RELV 1.22 -7 105 15 12 614% 8% n/a n/a 83% 307 -7% -7% 80% 3% MedCath / MDTH 7.18 -7 108 146 39 834% neg. n/a n/a 212% 194 -18% -1% 78% 0% ENGlobal / ENG 2.17 -7 162 58 79 397% neg. 3% 15% 63% 155 -15% -2% 9% -1% Motricity / MOTR 0.82 -7 2716 38 41 329% neg. neg. neg. 56% 393 9% -20% 65% -8% Skechers / SKX 12.10 -7 96 604 494 360% neg. neg. 4% 149% 706 -8% -26% 39% -2% Lakes Entertainment / LACO 1.90 -7 72 50 12 331% neg. n/a n/a 233% 1,773 54% -96% n/m 27% CE Franklin / CFK 8.06 -8 26 149 154 338% 8% n/a n/a 92% 1,079 -6% 6% 16% 3% SatCon Technology / SATC 0.52 -8 910 62 104 216% neg. neg. neg. 38% n/m 84% -23% 20% -13% Digirad Corp. / DRAD 1.92 -8 61 37 6 991% neg. n/a n/a 115% 162 -23% 1% 27% -3% Pervasive Software / PVSW 5.61 -8 41 89 50 99% 3% 4% 5% 46% 195 7% 6% 86% 7% Patriot Coal / PCX 7.51 -8 289 686 906 257% neg. neg. neg. 117% 629 16% 18% 12% 0% 13.80 -8 27 45 34 405% 3% n/a n/a 61% 108 18% 18% 73% 3% Ark Restaurants / ARKR © 2008-2012 by BeyondProxy LLC. All rights reserved. February 2012 – Page 18 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors (Click data to visit relevant websites) Amedisys / AMED Stock Price ($) 9.92 Trading Data % ∆ to Market 52-Week Value ($mn) Low High -8 292 292 Enter. Value ($mn) 416 TTM Rev./ EV 363% Public Market Valuation EPS Yield This Next TTM FY FY neg. 20% 10% Tang. Book/ MV 42% Rev./ Empl. ($000) n/m Operating Performance ∆ Revenue % TTM Rev. Last Gross Adj. TTM Q Profit EBIT -8% -7% 48% 8% Ultralife / ULBI 4.21 -8 69 73 71 223% neg. neg. 11% 65% 135 -24% -29% 24% RealNetworks / RNWK 7.41 -8 122 254 82 430% neg. neg. neg. 102% 268 -21% -2% 63% 0% AbitibiBowater / ABH 14.91 -8 105 1,509 1,926 253% 142% 10% 11% 245% 465 6% 3% 24% 4% Digital River / DRIV 14.73 -8 171 550 240 160% 3% 7% 8% 62% 300 4% 12% 83% 6% 0.24 -8 100 28 22 115% neg. n/a n/a 78% 93 24% -2% 38% 7% Elixir Gaming Tech / EGT 1% 4.75 -8 57 14 17 149% 7% n/a n/a 59% 334 26% 9% 18% 7% DreamWorks / DWA 17.89 -9 72 1,495 1,345 57% 10% 6% 6% 87% 363 8% -15% 32% 17% Quad Graphics / QUAD WSI Industries / WSCI 13.32 -9 240 624 2,283 197% 1% 17% 16% 50% 214 84% -2% 24% 8% Harvard Bioscience / HBIO 4.17 -9 50 119 119 92% 4% 4% 5% 31% 297 3% 0% 47% 8% Flexsteel Industries / FLXS 14.31 -9 24 97 83 404% 10% n/a n/a 135% 257 -1% -7% 23% 5% Miller Industries / MLR 15.93 -9 34 179 143 268% 11% 12% 13% 81% 547 30% 31% 17% 10% G. Willi-Food / WILC 4.66 -9 73 63 15 650% 9% n/a n/a 128% 415 8% 7% 27% 9% RealD / RLD 8.63 -9 313 470 462 57% 3% 4% 4% 36% 2,314 22% 35% 43% 11% 1.10 -9 286 35 15 306% neg. neg. neg. 103% 157 -13% -46% 50% -21% 18.33 -9 6 767 1,240 41% 5% 6% 6% 59% 442 9% 16% 61% 19% Magellan Petroleum / MPET 0.98 -9 252 53 26 70% neg. n/a n/a 79% 433 -43% 0% 43% -45% Aurizon Mines / AZK 4.99 -9 56 813 637 35% 3% 6% 11% 36% 2,223 30% 71% 56% 27% Bowl America / BWL.A 13.23 -9 7 68 60 44% 2% n/a n/a 50% 106 -1% -4% 64% 6% Anaren / ANEN 17.47 -9 29 263 218 80% 6% 5% 8% 57% 168 0% -13% 37% 11% Daily Journal / DJCO 69.00 -9 16 95 23 150% 8% n/a n/a 68% 177 -8% -11% 96% 31% Frisch’s Restaurants / FRS 20.35 -9 20 101 128 236% 5% 10% 10% 123% 134 1% 0% 9% 4% 6.95 -9 68 225 142 152% 5% 7% 9% 56% 180 -17% 9% 50% 5% 62.92 -10 11 1,819 1,499 145% 3% n/a n/a 106% 136 0% 2% 51% 5% Allied Healthcare / AHPI 3.41 -10 70 28 22 215% 1% n/a n/a 97% 148 -1% -4% 23% 1% Jewett-Cameron / JCTCF 8.25 -10 33 15 9 508% 11% n/a n/a 111% 882 4% -20% 19% 9% On Track Innovations / OTIV California Water / CWT SeaChange / SEAC Wacoal Holdings / WACLY 8.76 -10 63 23 31 333% 1% 6% 9% 136% 170 6% 2% 17% 1% AVEO Pharma / AVEO 14.42 -10 49 623 387 45% 9% 5% neg. 40% 1,195 354% -42% n/m 27% Primo Water / PRMW 2.74 -10 500 65 65 114% neg. neg. 9% 77% 593 88% 121% 27% -9% 13% Kewaunee Scientific / KEQU 9.62 -10 47 716 555 89% 6% 6% 7% 44% 844 -19% -1% 39% Versant / VSNT 10.00 -10 42 30 6 255% 2% n/a n/a 80% 267 3% -9% 88% 6% dELiA*s / DLIA 1.11 -10 94 35 19 >999% neg. neg. neg. 170% 381 -1% -4% 33% -9% 22% World Wrestling Ent. / WWE 20.04 -10 16 841 1,533 38% 7% 7% 7% 77% 769 -14% 7% 61% Reading International / RDI 4.17 -10 41 96 273 89% 13% n/a n/a 84% 115 3% 10% 22% 7% Constellation Energy / CEP 2.02 -10 78 48 140 63% neg. neg. neg. 404% 691 -52% -34% 65% 12% Empire District / EDE 23.30 -10 12 433 741 31% 5% 4% 5% 57% 606 7% 5% 89% 20% ClearOne Comms / CLRO 4.41 -10 109 40 27 173% 15% 10% 12% 85% 383 23% 11% 60% 10% LeMaitre Vascular / LMAT 5.62 -10 33 87 64 92% 4% 5% 5% 43% 230 6% 7% 70% 9% Enzon Pharma / ENZN 6.85 -11 73 331 135 38% neg. n/a n/a 61% 403 -48% -21% n/m -30% STEC / STEC 9.30 -11 174 428 267 129% 9% 7% 1% 73% 425 18% -16% 44% 14% Transport. de Gas / TGS 3.02 -11 114 259 555 70% 7% 28% 28% 219% 468 -8% -1% 51% 22% RadioShack / RSH 10.24 -11 73 1,022 1,021 421% 10% 12% 13% 75% 123 2% 3% 43% 5% Vascular Solutions / VASC 11.08 -11 24 189 171 52% 12% 4% 5% 30% 300 17% 22% 67% 18% Standard Register / SR 2.53 -11 42 74 122 540% 14% 2% 8% 50% 254 -3% -4% 31% 0% Pinnacle Airlines / PNCL 0.84 -11 837 16 735 167% neg. neg. 10% 437% 188 31% 6% 20% 3% Advantest / ATE 9.88 -11 127 1,972 1,649 88% neg. n/a n/a 51% 325 29% 32% 48% -1% Paragon Shipping / PRGN 0.65 -11 418 39 222 44% neg. neg. neg. >999% 363 -18% -27% 76% 7% Concurrent Comp. / CCUR 3.60 -11 91 33 3 >999% neg. neg. neg. 82% 215 1% -17% 56% -7% 8.05 -11 150 1,542 1,162 204% 4% 6% 8% 34% 216 8% 1% 33% 2% 39.88 -11 20 1,345 1,603 73% 5% 6% 6% 39% 178 5% 8% 28% 9% SJW Corp. / SJW Logitech / LOGI West Pharma / WST MV = market value, EV = enterprise value, Rev. = revenue, GP = gross profit, NI = net income, TTM = trailing twelve months, Cap. Empl. = capital employed. © 2008-2012 by BeyondProxy LLC. All rights reserved. February 2012 – Page 19 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors Small-Cap Equities (… and Next FY EPS Yield > 0%) Trading Data % ∆ to Market 52-Week Value ($mn) Low High 0 122 182 Bill Barrett / BBG 28.57 -1 82 1,362 2,067 35% 5% 6% 4% 92% 2,599 4% 16% 81% 28% Comstock Resources / CRK 12.41 -2 171 591 1,302 30% neg. neg. 2% 180% 3,091 7% 50% 80% -5% SoundBite Comms / SDBT 2.15 -3 47 35 8 510% neg. neg. 0% 95% 311 -1% 13% 59% -7% Gaming Partners / GPIC 6.00 -3 40 49 24 262% 8% 11% 14% 88% 98 7% 11% 32% 8% GSI Technology / GSIT 4.73 -4 116 135 79 116% 10% 4% 5% 97% 691 4% -22% 45% 19% Silicon Image / SIMG 4.39 -4 132 360 205 105% 1% 4% 7% 48% 496 22% -1% 59% 3% Tuesday Morning / TUES 3.19 -4 64 136 144 567% 5% 5% 8% 186% 431 -18% -1% 38% 2% JAKKS Pacific / JAKK 13.92 -5 52 362 221 333% 9% 3% 8% 108% 887 -2% -5% 33% 7% Richardson Electron. / RELL 12.11 -5 27 205 44 366% 2% 3% 4% 103% 546 7% -5% 29% 3% AngioDynamics / ANGO 13.27 -5 30 333 203 110% 2% 3% 4% 62% 309 3% 9% 58% 8% 1.17 -5 111 18 19 372% neg. neg. 9% 59% 170 -8% 60% 23% -8% 26.69 -5 45 1,344 1,362 66% 10% 11% 13% 36% 161 17% 14% 62% 21% 0.89 -6 390 15 13 72% neg. neg. 3% 37% 279 70% 75% 27% -49% 11.18 -6 106 449 504 170% neg. 4% 9% 39% 148 3% 7% 39% 4% 2% EZCORP / EZPW Nexxus Lighting / NEXS Checkpoint Systems / CKP TTM Rev./ EV 93% Tang. Book/ MV 34% Rev./ Empl. ($000) 373 Operating Performance ∆ Revenue % TTM Revenue Last Gross Adj. TTM Q Profit EBIT 46% 65% 43% 5% Marchex / MCHX Arotech / ARTX Enter. Value ($mn) 147 Public Market Valuation EPS Yield This Next TTM FY FY 1% 6% 7% Stock Price ($) 4.89 (Click data to visit relevant websites) 3.34 -6 312 36 19 532% 13% 6% 11% 58% 470 20% -5% 21% 20.08 -6 80 66 55 490% 8% 10% 11% 127% 105 18% 11% 16% 4% ENGlobal / ENG 2.17 -7 162 58 79 397% neg. 3% 15% 63% 155 -15% -2% 9% -1% Skechers / SKX BSQUARE / BSQR Strattec Security / STRT 12.10 -7 96 604 494 360% neg. neg. 4% 149% 706 -8% -26% 39% -2% Pervasive Software / PVSW 5.61 -8 41 89 50 99% 3% 4% 5% 46% 195 7% 6% 86% 7% Amedisys / AMED 9.92 -8 292 292 416 363% neg. 20% 10% 42% n/m -8% -7% 48% 8% Ultralife / ULBI 4.21 -8 69 73 71 223% neg. neg. 11% 65% 135 -24% -29% 24% 1% AbitibiBowater / ABH 14.91 -8 105 1,509 1,926 253% 142% 10% 11% 245% 465 6% 3% 24% 4% Digital River / DRIV 14.73 -8 171 550 240 160% 3% 7% 8% 62% 300 4% 12% 83% 6% DreamWorks / DWA 17.89 -9 72 1,495 1,345 57% 10% 6% 6% 87% 363 8% -15% 32% 17% Quad Graphics / QUAD 13.32 -9 240 624 2,283 197% 1% 17% 16% 50% 214 84% -2% 24% 8% 4.17 -9 50 119 119 92% 4% 4% 5% 31% 297 3% 0% 47% 8% 15.93 -9 34 179 143 268% 11% 12% 13% 81% 547 30% 31% 17% 10% 8.63 -9 313 470 462 57% 3% 4% 4% 36% 2,314 22% 35% 43% 11% 18.33 -9 6 767 1,240 41% 5% 6% 6% 59% 442 9% 16% 61% 19% 4.99 -9 56 813 637 35% 3% 6% 11% 36% 2,223 30% 71% 56% 27% Anaren / ANEN 17.47 -9 29 263 218 80% 6% 5% 8% 57% 168 0% -13% 37% 11% Frisch’s Restaurants / FRS 20.35 -9 20 101 128 236% 5% 10% 10% 123% 134 1% 0% 9% 4% SeaChange / SEAC 6.95 -9 68 225 142 152% 5% 7% 9% 56% 180 -17% 9% 50% 5% Kewaunee Scientific / KEQU 8.76 -10 63 23 31 333% 1% 6% 9% 136% 170 6% 2% 17% 1% Primo Water / PRMW 2.74 -10 500 65 65 114% neg. neg. 9% 77% 593 88% 121% 27% -9% 13% Harvard Bioscience / HBIO Miller Industries / MLR RealD / RLD California Water / CWT Aurizon Mines / AZK 9.62 -10 47 716 555 89% 6% 6% 7% 44% 844 -19% -1% 39% Empire District / EDE 20.04 -10 16 841 1,533 38% 7% 7% 7% 77% 769 -14% 7% 61% 22% SJW Corp. / SJW 23.30 -10 12 433 741 31% 5% 4% 5% 57% 606 7% 5% 89% 20% ClearOne Comms / CLRO 4.41 -10 109 40 27 173% 15% 10% 12% 85% 383 23% 11% 60% 10% LeMaitre Vascular / LMAT 5.62 -10 33 87 64 92% 4% 5% 5% 43% 230 6% 7% 70% 9% STEC / STEC 9.30 -11 174 428 267 129% 9% 7% 1% 73% 425 18% -16% 44% 14% Transport. de Gas / TGS 3.02 -11 114 259 555 70% 7% 28% 28% 219% 468 -8% -1% 51% 22% RadioShack / RSH 10.24 -11 73 1,022 1,021 421% 10% 12% 13% 75% 123 2% 3% 43% 5% Vascular Solutions / VASC 11.08 -11 24 189 171 52% 12% 4% 5% 30% 300 17% 22% 67% 18% Standard Register / SR 2.53 -11 42 74 122 540% 14% 2% 8% 50% 254 -3% -4% 31% 0% Pinnacle Airlines / PNCL 0.84 -11 837 16 735 167% neg. neg. 10% 437% 188 31% 6% 20% 3% Logitech / LOGI 8.05 -11 150 1,542 1,162 204% 4% 6% 8% 34% 216 8% 1% 33% 2% 39.88 -11 20 1,345 1,603 73% 5% 6% 6% 39% 178 5% 8% 28% 9% 8.09 -11 173 334 141 151% 11% 8% 9% 57% 204 -5% 3% 80% 28% World Wrestling Ent. / WWE West Pharma / WST TeleNav / TNAV © 2008-2012 by BeyondProxy LLC. All rights reserved. February 2012 – Page 20 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors (Click data to visit relevant websites) LaCrosse / BOOT Stock Price ($) 12.99 Trading Data % ∆ to Market 52-Week Value ($mn) Low High -11 46 85 Enter. Value ($mn) 110 TTM Rev./ EV 127% Public Market Valuation EPS Yield This Next TTM FY FY 6% 6% 8% Tang. Book/ MV 63% Rev./ Empl. ($000) 280 Operating Performance ∆ Revenue % TTM Revenue Last Gross Adj. TTM Q Profit EBIT -1% -6% 40% 6% 4.78 -11 132 1,337 931 55% 8% 10% 9% 82% 742 37% 4% 57% 6% UniSource Energy / UNS 37.08 -11 6 1,369 3,196 48% 8% 7% 7% 65% 765 -13% 3% 80% 19% Supertex / SUPX 18.51 -11 36 223 97 75% 3% 2% 2% 83% 195 -12% -24% 51% 13% Nutraceutical Int’l / NUTR 12.00 -11 33 120 150 125% 13% 14% 15% 76% 259 4% 7% 51% 13% Columbia Sportswear / COLM 8% Hecla Mining / HL 46.35 -11 52 1,558 1,468 111% 6% 7% 7% 64% 448 17% 12% 43% Symmetry Medical / SMA 7.79 -11 32 283 366 101% 4% 4% 8% 37% 132 9% -8% 22% 6% Advocat / AVCA 5.75 -11 32 34 57 545% 12% 12% 10% 69% 56 10% 10% 23% 3% 12% 7.14 -11 122 89 172 114% 8% 11% 20% 77% 116 30% 97% 27% 20.14 -12 83 1,626 2,437 134% 2% 7% 8% 41% 169 7% 14% 22% 3% 4.89 -12 202 1,057 2,766 78% 12% 9% 16% 185% 402 8% 5% 25% 10% Pampa Energia / PAM 11.41 -12 68 736 1,506 99% neg. neg. 15% 88% 320 45% 44% 17% 4% American Greetings / AM 14.20 -12 75 505 654 254% 14% 14% 15% 147% 224 4% 8% 56% 10% Willdan Group / WLDN 3.99 -12 23 29 25 386% 10% 11% 12% 68% 251 34% 38% 41% 3% Casual Male Retail / CMRG 3.40 -12 49 165 159 250% 9% 11% 11% 55% 255 1% -1% 46% 4% Tellabs / TLAB 4.19 -12 68 1,529 499 276% neg. neg. 0% 98% 404 -15% -23% 38% -6% Motorcar Parts / MPAA Harsco Corp. / HSC Gafisa / GFA 8.44 -12 116 142 99 135% 3% 2% 5% 98% 122 -24% -36% 72% 5% Ecology Environment / EEI 16.23 -13 41 69 64 266% 9% 10% 11% 74% 149 15% 1% 42% 6% Ceragon Networks / CRNT 8.30 -13 66 309 300 131% neg. 0% 8% 38% 679 67% 86% 29% -6% Acme United / ACU 9.75 -13 16 31 42 167% 9% 10% 11% 80% 536 12% 18% 36% 6% TeleTech / TTEC 16.19 -13 45 910 870 133% 7% 8% 9% 40% 29 6% 12% 28% 9% Owens & Minor / OMI 29.71 -13 20 1,884 1,901 447% 6% 6% 7% 34% 1,771 -16% 5% 10% 2% Emergent BioSolution / EBS 17.14 -13 54 616 541 50% 3% 3% 5% 53% 350 14% -21% 83% 8% 3.35 -13 39 21 5 >999% 7% 6% 9% 103% 1,774 -9% -23% 11% 4% Chindex International / CHDX KSW / KSW 2.32 -13 59 75 131 181% 5% 8% 12% 151% 219 0% -9% 18% 4% Patriot Transport / PATR 20.50 -13 59 190 237 51% 4% 4% 4% 86% 155 8% 12% 12% 12% Shenandoah Tele / SHEN 10.52 -14 81 250 414 59% 5% 5% 7% 43% 412 37% 18% 59% 13% Span-America / SPAN 15.04 -14 6 44 38 140% 9% 9% 10% 50% 206 1% -1% 35% 10% 5.11 -14 66 1,420 1,305 73% 6% 5% 8% 37% 255 -38% -15% 37% 10% Portland General / POR 24.67 -14 6 1,859 3,477 51% 8% 8% 8% 89% 670 -1% -5% 47% 17% Fresh Del Monte / FDP 24.64 -14 16 1,423 1,510 240% 6% 9% 10% 91% 86 0% 0% 9% 4% Jos. A. Bank Clothiers / JOSB 46.92 -14 22 1,306 1,066 89% 7% 8% 8% 41% 255 16% 21% 63% 16% Kensey Nash Corp. / KNSY 21.14 -14 39 183 184 41% 0% 7% 9% 37% 243 -36% 18% 63% 26% UFP Technologies / UFPT 14.74 -14 46 96 72 177% 10% 10% 11% 53% 209 8% 1% 29% 13% 7.31 -14 81 51 90 263% neg. 9% 5% 150% 211 8% 21% 16% -1% Sterling Construct. / STRL 11.42 -14 49 186 129 408% 9% 6% 7% 72% 404 91% n/a 12% 7% Am. States Water / AWR 35.68 -14 2 669 1,009 42% 6% 6% 6% 60% 595 13% 8% 84% 22% Shiloh Industries / SHLO 8.31 -14 65 139 165 313% 6% 7% 9% 77% 408 13% 13% 8% 3% Perceptron / PRCP 4.98 -14 51 42 19 303% 2% 4% 6% 124% 252 7% -12% 41% 2% Learning Tree / LTRE 6.50 -15 63 88 45 298% 4% 4% 8% 43% 288 5% 1% 54% 4% Landec Corp. / LNDC 5.69 -15 22 145 134 221% 3% 8% 10% 61% 1,163 18% 16% 16% 4% Globe Specialty / GSM 14.39 -15 78 1,080 1,034 66% 6% 8% 9% 40% 560 35% 27% 27% 18% City Telecom / CTEL 10.58 -15 51 400 348 62% 10% 11% 13% 58% 70 -40% 13% 87% 23% Dover Downs Gaming / DDE RF Micro Devices / RFMD MFRI / MFRI 1.54 -15 41 57 52 929% 16% neg. 6% 107% 1,168 1% -12% 12% 0% Allete / ALE 41.33 -15 3 1,521 2,249 41% 6% 6% 6% 69% 662 5% 1% 24% 15% Jack In The Box / JACK 21.48 -15 14 946 1,352 162% 8% 6% 7% 30% 85 -5% -10% 15% 7% 3.25 -15 54 42 117 231% 5% 2% 9% 154% 235 23% 23% 24% 2% 24.94 -15 6 1,452 2,664 58% 7% 7% 7% 78% 639 -2% -6% 28% 15% 3.00 -15 126 41 49 161% neg. neg. 5% 50% 533 -3% 11% 46% 0% 29.18 -15 54 354 663 726% 12% 13% 12% 62% 1,077 -5% -3% 8% 2% Navarre / NAVR Dixie Group / DXYN Avista / AVA Physicians Formula / FACE Nash-Finch / NAFC MV = market value, EV = enterprise value, Rev. = revenue, GP = gross profit, NI = net income, TTM = trailing twelve months, Cap. Empl. = capital employed. © 2008-2012 by BeyondProxy LLC. All rights reserved. February 2012 – Page 21 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors Small-Cap Equities (… and Gross Margin > 30%) Trading Data % ∆ to Market 52-Week Value ($mn) Low High 0 122 182 Bill Barrett / BBG 28.57 -1 82 1,362 2,067 35% 5% 6% 4% 92% 2,599 4% 16% 81% 28% Comstock Resources / CRK 12.41 -2 171 591 1,302 30% neg. neg. 2% 180% 3,091 7% 50% 80% -5% SoundBite Comms / SDBT 2.15 -3 47 35 8 510% neg. neg. 0% 95% 311 -1% 13% 59% -7% Gaming Partners / GPIC 6.00 -3 40 49 24 262% 8% 11% 14% 88% 98 7% 11% 32% 8% GSI Technology / GSIT 4.73 -4 116 135 79 116% 10% 4% 5% 97% 691 4% -22% 45% 19% Silicon Image / SIMG 4.39 -4 132 360 205 105% 1% 4% 7% 48% 496 22% -1% 59% 3% Tuesday Morning / TUES 3.19 -4 64 136 144 567% 5% 5% 8% 186% 431 -18% -1% 38% 2% JAKKS Pacific / JAKK 13.92 -5 52 362 221 333% 9% 3% 8% 108% 887 -2% -5% 33% 7% AngioDynamics / ANGO 13.27 -5 30 333 203 110% 2% 3% 4% 62% 309 3% 9% 58% 8% EZCORP / EZPW 26.69 -5 45 1,344 1,362 66% 10% 11% 13% 36% 161 17% 14% 62% 21% Checkpoint Systems / CKP 11.18 -6 106 449 504 170% neg. 4% 9% 39% 148 3% 7% 39% 4% Skechers / SKX 12.10 -7 96 604 494 360% neg. neg. 4% 149% 706 -8% -26% 39% -2% Pervasive Software / PVSW 5.61 -8 41 89 50 99% 3% 4% 5% 46% 195 7% 6% 86% 7% Amedisys / AMED 9.92 -8 292 292 416 363% neg. 20% 10% 42% n/m -8% -7% 48% 8% Digital River / DRIV 14.73 -8 171 550 240 160% 3% 7% 8% 62% 300 4% 12% 83% 6% DreamWorks / DWA 17.89 -9 72 1,495 1,345 57% 10% 6% 6% 87% 363 8% -15% 32% 17% Harvard Bioscience / HBIO 4.17 -9 50 119 119 92% 4% 4% 5% 31% 297 3% 0% 47% 8% RealD / RLD 8.63 -9 313 470 462 57% 3% 4% 4% 36% 2,314 22% 35% 43% 11% 18.33 -9 6 767 1,240 41% 5% 6% 6% 59% 442 9% 16% 61% 19% 4.99 -9 56 813 637 35% 3% 6% 11% 36% 2,223 30% 71% 56% 27% 11% Aurizon Mines / AZK TTM Rev./ EV 93% Tang. Book/ MV 34% Rev./ Empl. ($000) 373 Operating Performance ∆ Revenue % TTM Revenue Last Gross Adj. TTM Q Profit EBIT 46% 65% 43% 5% Marchex / MCHX California Water / CWT Enter. Value ($mn) 147 Public Market Valuation EPS Yield This Next TTM FY FY 1% 6% 7% Stock Price ($) 4.89 (Click data to visit relevant websites) 17.47 -9 29 263 218 80% 6% 5% 8% 57% 168 0% -13% 37% SeaChange / SEAC 6.95 -9 68 225 142 152% 5% 7% 9% 56% 180 -17% 9% 50% 5% World Wrestling Ent. / WWE 9.62 -10 47 716 555 89% 6% 6% 7% 44% 844 -19% -1% 39% 13% Empire District / EDE 20.04 -10 16 841 1,533 38% 7% 7% 7% 77% 769 -14% 7% 61% 22% SJW Corp. / SJW 23.30 -10 12 433 741 31% 5% 4% 5% 57% 606 7% 5% 89% 20% ClearOne Comms / CLRO 4.41 -10 109 40 27 173% 15% 10% 12% 85% 383 23% 11% 60% 10% LeMaitre Vascular / LMAT 5.62 -10 33 87 64 92% 4% 5% 5% 43% 230 6% 7% 70% 9% STEC / STEC 9.30 -11 174 428 267 129% 9% 7% 1% 73% 425 18% -16% 44% 14% 22% Anaren / ANEN 3.02 -11 114 259 555 70% 7% 28% 28% 219% 468 -8% -1% 51% RadioShack / RSH 10.24 -11 73 1,022 1,021 421% 10% 12% 13% 75% 123 2% 3% 43% 5% Vascular Solutions / VASC 11.08 -11 24 189 171 52% 12% 4% 5% 30% 300 17% 22% 67% 18% Standard Register / SR 2.53 -11 42 74 122 540% 14% 2% 8% 50% 254 -3% -4% 31% 0% Logitech / LOGI 8.05 -11 150 1,542 1,162 204% 4% 6% 8% 34% 216 8% 1% 33% 2% TeleNav / TNAV 8.09 -11 173 334 141 151% 11% 8% 9% 57% 204 -5% 3% 80% 28% LaCrosse / BOOT 12.99 -11 46 85 110 127% 6% 6% 8% 63% 280 -1% -6% 40% 6% Hecla Mining / HL 4.78 -11 132 1,337 931 55% 8% 10% 9% 82% 742 37% 4% 57% 6% UniSource Energy / UNS 37.08 -11 6 1,369 3,196 48% 8% 7% 7% 65% 765 -13% 3% 80% 19% Supertex / SUPX 18.51 -11 36 223 97 75% 3% 2% 2% 83% 195 -12% -24% 51% 13% Nutraceutical Int’l / NUTR 12.00 -11 33 120 150 125% 13% 14% 15% 76% 259 4% 7% 51% 13% Columbia Sportswear / COLM 46.35 -11 52 1,558 1,468 111% 6% 7% 7% 64% 448 17% 12% 43% 8% American Greetings / AM 10% Transport. de Gas / TGS 14.20 -12 75 505 654 254% 14% 14% 15% 147% 224 4% 8% 56% Willdan Group / WLDN 3.99 -12 23 29 25 386% 10% 11% 12% 68% 251 34% 38% 41% 3% Casual Male Retail / CMRG 3.40 -12 49 165 159 250% 9% 11% 11% 55% 255 1% -1% 46% 4% Tellabs / TLAB 4.19 -12 68 1,529 499 276% neg. neg. 0% 98% 404 -15% -23% 38% -6% Chindex International / CHDX 8.44 -12 116 142 99 135% 3% 2% 5% 98% 122 -24% -36% 72% 5% 16.23 -13 41 69 64 266% 9% 10% 11% 74% 149 15% 1% 42% 6% 9.75 -13 16 31 42 167% 9% 10% 11% 80% 536 12% 18% 36% 6% Emergent BioSolution / EBS 17.14 -13 54 616 541 50% 3% 3% 5% 53% 350 14% -21% 83% 8% Shenandoah Telecom / SHEN 10.52 -14 81 250 414 59% 5% 5% 7% 43% 412 37% 18% 59% 13% Ecology Environment / EEI Acme United / ACU © 2008-2012 by BeyondProxy LLC. All rights reserved. February 2012 – Page 22 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors (Click data to visit relevant websites) Span-America / SPAN Stock Price ($) 15.04 Trading Data % ∆ to Market 52-Week Value ($mn) Low High -14 6 44 Enter. Value ($mn) 38 TTM Rev./ EV 140% Public Market Valuation EPS Yield This Next TTM FY FY 9% 9% 10% Tang. Book/ MV 50% Rev./ Empl. ($000) 206 Operating Performance ∆ Revenue % TTM Revenue Last Gross Adj. TTM Q Profit EBIT 1% -1% 35% 10% 5.11 -14 66 1,420 1,305 73% 6% 5% 8% 37% 255 -38% -15% 37% 10% Portland General / POR 24.67 -14 6 1,859 3,477 51% 8% 8% 8% 89% 670 -1% -5% 47% 17% Jos. A. Bank Clothiers / JOSB 46.92 -14 22 1,306 1,066 89% 7% 8% 8% 41% 255 16% 21% 63% 16% Kensey Nash Corp. / KNSY 21.14 -14 39 183 184 41% 0% 7% 9% 37% 243 -36% 18% 63% 26% Am. States Water / AWR 22% RF Micro Devices / RFMD 35.68 -14 2 669 1,009 42% 6% 6% 6% 60% 595 13% 8% 84% Perceptron / PRCP 4.98 -14 51 42 19 303% 2% 4% 6% 124% 252 7% -12% 41% 2% Learning Tree / LTRE 6.50 -15 63 88 45 298% 4% 4% 8% 43% 288 5% 1% 54% 4% City Telecom / CTEL 10.58 -15 51 400 348 62% 10% 11% 13% 58% 70 -40% 13% 87% 23% Physicians Formula / FACE 3.00 -15 126 41 49 161% neg. neg. 5% 50% 533 -3% 11% 46% 0% Wet Seal / WTSLA 3.58 -15 46 325 193 322% 6% 6% 7% 74% 304 10% 4% 32% 5% DHT Maritime / DHT 0.78 -15 560 50 305 32% neg. 15% 13% 405% 19,540 -15% 14% 67% 24% Chesapeake Utilities / CPK 42.55 -15 5 407 558 77% 7% 6% 7% 49% 588 8% 5% 40% 12% CH Energy Group / CHG 56.30 -16 6 838 1,324 75% 4% 5% 6% 53% 1,165 -21% -1% 92% 9% Northwest Natural Gas / NWN 47.06 -16 4 1,257 2,054 41% 5% 5% 6% 55% 1,393 -1% -2% 43% 17% Ambassadors Group / EPAX 4.61 -16 155 81 28 248% 6% 3% 2% 90% 327 -13% -11% 89% 4% 34.04 -16 5 1,721 3,398 45% 5% 6% 6% 46% 839 76% 36% 88% 14% 2.51 -16 47 60 48 143% 6% 5% 7% 179% 79 -3% 13% 44% 3% Arris Group / ARRS 11.43 -16 27 1,348 979 110% 4% 7% 8% 47% 553 -4% 0% 37% 7% MGE Energy / MGEE 44.13 -16 8 1,020 1,339 41% 6% 6% 6% 54% 2,484 4% 4% 69% 20% Conceptus / CPTS 11.55 -16 36 361 360 36% 22% neg. 0% 32% 428 -8% -2% 82% 5% Merit Medical / MMSI 13.58 -16 47 569 569 61% 4% 6% 6% 41% 161 24% 24% 46% 10% LookSmart / LOOK 1.40 -16 59 24 3 >999% neg. 1% 5% 107% 621 -36% -35% 44% 0% Hackett Group / HCKT 3.77 -16 39 152 134 162% 10% 8% 10% 30% 229 16% 11% 33% 7% Harry Winston / HWD 10.94 -16 67 929 1,190 59% 2% 4% 12% 71% 1,278 29% -15% 34% 6% Kenneth Cole / KCP 11.97 -16 17 217 178 263% neg. 4% 6% 56% 669 5% 8% 39% 0% Cato Corp. / CATO 25.88 -16 19 755 512 182% 8% 8% 9% 48% 97 -21% -2% 38% 10% Perry Ellis / PERY 14.64 -17 124 225 403 238% 14% 14% 16% 56% 399 23% 23% 34% 7% Rocky Mountain / RMCF 8.56 -17 32 52 49 68% 7% 7% 9% 32% 129 8% 5% 42% 17% Pericom Semi / PSEM 7.88 -17 39 192 117 136% 2% 1% 6% 108% 160 1% -18% 34% 2% Citi Trends / CTRN 9.45 -17 167 141 108 588% 3% 2% 5% 142% 276 2% 2% 37% 1% Qualstar / QBAK 1.90 -17 12 23 10 170% neg. n/a 1% 125% 253 5% -12% 36% -6% Universal Technical / UTI 14.19 -17 51 366 262 172% 8% 6% 6% 33% 200 4% -7% 51% 10% Rogers / ROG 38.80 -17 35 628 696 75% 7% 6% 6% 34% 270 18% 46% 33% 9% Orbotech / ORBK 10.84 -17 42 384 199 282% 12% 13% 11% 108% 317 13% -7% 41% 11% SRS Labs / SRSL 6.60 -18 62 96 64 49% neg. 2% 4% 54% 680 0% -2% 98% -1% XO Group / XOXO 8.11 -18 50 232 148 81% 2% 2% 3% 48% 200 9% 14% 80% 8% Northern Tech / NTIC 14.07 -18 48 62 60 34% 6% 8% 9% 55% 350 10% 17% 34% -28% Delta Natural Gas / DGAS 34.40 -18 1 117 177 48% 5% 6% 6% 53% 561 10% 29% 42% 17% Marten Transport / MRTN 19.40 -18 20 427 406 143% 5% 5% 6% 73% 217 14% 21% 30% 7% 8.24 -18 64 86 219 236% neg. neg. 3% 153% 178 18% 10% 44% -2% 18.36 -18 43 1,129 913 102% 4% 3% 5% 43% 120 4% 7% 37% 6% 2.75 -18 82 51 65 124% 8% 13% 13% 32% 6,215 157% 290% 56% 25% Scholastic / SCHL 28.51 -18 12 885 986 197% 6% 7% 8% 51% 207 2% 3% 54% 8% Wolverine / WWW 37.11 -18 17 1,792 1,754 79% 7% 7% 7% 30% 335 -5% 13% 40% 12% Syneron Medical / ELOS 10.90 -18 37 379 228 97% neg. neg. 3% 50% 381 47% 28% 51% -15% GeoEye / GEOY 22.04 -18 103 489 781 44% 10% 9% 10% 83% 473 7% -1% 66% 28% Alliance Fiber Optic / AFOP 8.62 -18 128 77 40 109% 7% 7% 9% 81% 38 5% -11% 33% 11% Communications Sys. / JCS 15.34 -19 36 130 93 160% 9% 7% 9% 72% 324 28% 26% 41% 15% 4.52 -19 169 471 345 324% 23% 18% 14% 74% 322 14% -22% 35% 23% UIL Holdings / UIL Century Casinos / CNTY USA Truck / USAK ICON / ICLR Full House Resorts / FLL Power-One / PWER MV = market value, EV = enterprise value, Rev. = revenue, GP = gross profit, NI = net income, TTM = trailing twelve months, Cap. Empl. = capital employed. © 2008-2012 by BeyondProxy LLC. All rights reserved. February 2012 – Page 23 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors Profiling 20 Small-Cap Value Opportunities ATP Oil & Gas (ATPG) – Aletheia, Seldin, Samlyn, D.E. Shaw Energy: Oil & Gas Operations Houston TX, 713-622-3311 Trading Data www.atpog.com Consensus EPS Estimates Price: $7.44 (as of 1/20/12) 52-week range: $5.53–$21.40 Market value: $384 million Enterprise value: $2.5 billion Shares outstanding: 51.6 million Ownership Data Valuation This quarter Next quarter FYE 12/31/11 Latest -$0.36 -0.46 -5.27 Month Ago -$0.44 -0.41 -5.11 # of Ests 4 2 3 P/E FYE 12/31/10 P/E FYE 12/31/11 P/E FYE 12/30/12 P/E FYE 12/30/13 EV/ LTM revenue n/m n/m n/m 3x 3.9x FYE 12/30/12 -1.49 -1.44 5 EV/ LTM EBIT 160x Insider ownership: 20% FYE 12/30/13 2.46 2.46 2 P / tangible book n/m Insider buys (last six months): 10 LT growth n/a n/a n/a Insider sales (last six months): 0 Institutional ownership: 51% EPS Surprise 11/8/11 Actual -$0.11 Estimate -$0.54 Greenblatt Criteria LTM EBIT yield LTM pre-tax ROC 1% 1% Operating Performance and Financial Position ($ millions, except per share data) Revenue Gross profit Adjusted operating income Adjusted pretax income Adjusted net income Adjusted diluted EPS Shares out (avg) Cash from operations D&A Capex Free cash flow Cash, investments Receivables Total current assets PP&E, net Tangible assets Payables Short-term debt Long-term debt Total liabilities Preferred stock Tangible equity TBV / tangible assets TBV per share 2004 116 96 28 5 5 0.18 25 41 56 88 -47 103 37 144 214 372 69 2 208 315 0 57 15% 2.29 2005 147 117 28 -3 -13 -0.46 29 44 64 421 -378 66 84 166 629 824 145 12 372 606 185 33 4% 1.12 Fiscal Years Ended December 31, 2006 2007 2008 420 608 618 345 503 527 134 215 343 81 101 334 18 102 284 0.60 3.30 8.02 30 31 35 259 329 547 170 247 246 577 850 918 -319 -520 -371 183 199 215 105 128 94 327 443 375 1,097 1,831 1,873 1,447 2,307 2,276 196 271 278 33 12 11 1,063 1,392 1,356 1,411 1,997 1,959 0 0 0 36 310 316 2% 13% 14% 1.21 10.06 8.92 2009 312 227 32 -9 -3 -0.07 42 160 153 635 -476 109 53 286 2,486 2,803 213 17 1,200 2,207 140 456 16% 10.89 2010 438 304 53 -191 -182 -3.58 51 -37 221 598 -635 155 93 314 2,905 3,290 231 22 1,858 3,038 140 112 3% 2.21 LTME 9/30/11 651 505 149 -141 -255 -5.02 51 89 293 412 -323 172 96 318 3,025 3,431 286 32 1,984 3,235 293 -97 -3% -1.89 FQE 9/30/10 102 74 13 -68 -55 -1.09 51 20 63 121 -101 207 66 334 2,935 3,346 262 11 1,773 2,884 140 322 10% 6.33 FQE 9/30/11 170 142 48 58 -3 -0.06 51 86 78 143 -57 172 96 318 3,025 3,431 286 32 1,984 3,235 293 -97 -3% -1.89 Ten-Year Stock Price Performance and Trading Volume Dynamics $70 $60 $50 $40 $30 $20 $10 $0 Jan 03 Jan 04 © 2008-2012 by BeyondProxy LLC. All rights reserved. Jan 05 Jan 06 Jan 07 Jan 08 Jan 09 Jan 10 Jan 11 Jan 11 February 2012 – Page 24 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors BUSINESS OVERVIEW ATP Oil & Gas operates in the GOM and the North Sea. INVESTMENT HIGHLIGHTS • Spawned “hub” concept to improve economics of offshore properties. ATP focuses on discovered but undeveloped reserves, and operates projects in development. ATP cites 98% success in converting properties from undeveloped to producing. ATP is fourth in deepwater GOM wellbores (18), behind Shell (53), BP (40), and Anadarko (28). • 2P reserves of 211 MMBoe (126 MMboe proved), 59% oil and 41% gas, with 65% in the deepwater GOM and 31% in the North Sea. Using strip pricing at November 30, PV-10 was $6.6 billion. Reserves have grown quite strongly since the 2004 shift from a shelf-focused to deepwater-focused firm. • Infrastructure portfolio may be worth $1 billion, as floating assets Innovator (51% owned, in service since 2006), Titan (100%, 2009) and Octabouy (100%, 2013-14) have lives of 20-50 years and can be moved to develop new reserves in new locations. • Founded by chairman and CEO Paul Bulmahn (66) in 1991. Mr. Bulmahn, who owns 12% of the company, assumed the CEO role in May 2008. • Management puts enterprise value at $7.6 billion based on value of 2P reserves using strip pricing and infrastructure asset value of $1.0 billion. With net debt and obligations of $2.4 billion, the equity could be worth $5.2 billion or ~$100 per share. INVESTMENT RISKS & CONCERNS • Profitability sensitive to oil and gas prices. ATP operates in the deepwater GOM and the North Sea and has a correspondingly high cost structure. While oil represented 69% of production in 3Q11, up from 58% in 3Q10, low natural gas prices hurt results. • Significant balance sheet risk, as net debt has increased and operating cash flow does not cover capital expenditures. Equity dilution may be likely. That said, no major debt maturities are imminent. • Persistent GAAP losses. While GAAP has many shortcomings when it comes to oil and gas firms, net worth ultimately becomes impaired if ATP cannot cover DD&A and interest expense. MAJOR HOLDERS CEO Bulmahn 12% | Other insiders 2% | Aletheia 9% | Credit Suisse 3% | Samlyn 2% | D.E. Shaw 1% SELECTED OPERATING DATA FYE December 31 2006 2007 ∆ proved reserves 21% 12% ∆ after-tax PV-10 -25% 122% ∆ production 155% 26% ∆ ASP incl. hedges 11% 15% ∆ revenue 186% 45% ∆ gross profit 195% 46% ∆ assets 76% 59% ∆ BV per share 8% 731% Proved reserves (period end): Natural gas (Bcf) 329 356 Oil, condensate (MBbls) 51 60 Proved reserves (Mboe) 106 119 PV-10, GOM ($mn) 845 2,026 PV-10, North Sea ($mn) 170 614 After-tax PV-10 ($mn) 544 1,209 Production: Natural gas (Bcf) 31 37 Oil (MBbls) 3 4 Total production (Bcfe) 51 64 Average realized sales price (incl. hedges): Natural gas ($ per Mcf) 8 8 Oil ($ per Bbl) 54 64 Average ($ per Mcfe) 8 9 Revenue ($mn) 420 608 Selected items as % of revenue: Gross profit 82% 83% Lease operating -17% -15% Exploration -1% -2% G&A -8% -5% Impairments -5% -6% Asset retirement -2% -2% Operating income 18% 27% Pretax income 6% 8% Net income -9% 8% D&A 40% 41% Capex 138% 140% Tangible assets ($mn) 1,447 2,307 Selected items as % of tangible assets: Cash, investments 13% 9% Receivables 7% 6% PP&E, net 76% 79% ST debt 2% 1% LT debt 73% 60% Preferred stock 0% 0% Tangible equity 2% 13% Shares out (avg) (mn) 30 31 ∆ shares out (avg) 2% 4% 2008 0% -7% -10% 4% 2% 5% -1% -11% 2009 14% 57% -39% -25% -49% -57% 23% 22% YTD 2010 9/30/11 -6% n/a 32% n/a 30% 25% 24% 47% 40% 72% 34% 98% 17% 3% -80% -130% 322 65 119 953 175 1,128 343 78 135 1,523 251 1,775 308 75 126 2,030 319 2,349 n/a n/a n/a n/a n/a n/a 32 4 57 15 3 35 19 4 46 13 5 40 8 72 10 618 4 57 7 312 5 73 9 438 5 97 13 510 85% -15% 0% -7% -20% -3% 29% 28% 20% 40% 148% 2,276 73% -27% 0% -14% -15% -4% -6% -19% -17% 49% 204% 2,803 69% -30% 0% -10% -14% -3% -26% -82% -80% 50% 137% 3,290 80% -20% 0% -7% -9% -2% 12% -22% -36% 45% 61% 3,431 9% 4% 82% 0% 60% 0% 14% 35 15% 4% 2% 89% 1% 43% 5% 16% 42 18% 5% 3% 88% 1% 56% 4% 3% 51 21% 5% 3% 88% 1% 58% 9% -3% 51 1% RATINGS VALUE Intrinsic value materially higher than market value? DOWNSIDE PROTECTION Low risk of permanent loss? MANAGEMENT Capable and properly incentivized? FINANCIAL STRENGTH Solid balance sheet? MOAT Able to sustain high returns on invested capital? EARNINGS MOMENTUM Fundamentals improving? MACRO Poised to benefit from economic and secular trends? THE BOTTOM LINE ATP has been an enticing organic growth “story” in deepwater oil and gas exploration, but regulatory fallout from the GOM oil spill and low natural gas prices have contributed to disappointing results, heightening concerns about financial leverage. Founder and CEO Bulmahn owns 12% and will undoubtedly explore all alternatives to preserving equity value. Nonetheless, further dilution may be necessary, as the company’s after-interest cash flow does not cover planned capex. With recent market value of equity a small percentage of quoted enterprise value, small changes in one’s assessment of fair enterprise value have a disproportionate impact on equity value. Management optimistically puts value at ~$100 per share, setting up an interesting risk-reward tradeoff. However, a lack of downside protection makes this a difficult investment proposition. © 2008-2012 by BeyondProxy LLC. All rights reserved. February 2012 – Page 25 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors ATP OIL & GAS – EQUITY FAIR VALUE UNDER SELECTED VALUATION SCENARIOS Conservative Valuation methodology: Based on per-boe value assumptions for proved and probable reserves; minus net debt ▼ Proved reserves, net: 126 million boe Probable reserves, net: 85 million boe multiplied by, respectively Assumed value of proved: $10 per boe Assumed value of probable: $3 per boe equals, respectively Value of proved reserves: $1.3 billion Value of probable reserves: $255 million plus Discount to management’s estimate of the value of infrastructure assets: 40% Resulting value: $600 million plus Cash: $172 million minus Total debt: $2.0 billion equals Estimated fair value of the common equity of ATP Oil & Gas: $275 million, or $5.30 per share (based on 52 million shares out) 28% downside from the recent stock price ($7.40 per share) Base Case Valuation methodology: Based on per-boe value assumptions for proved and probable reserves; minus net debt ▼ Proved reserves, net: 126 million boe Probable reserves, net: 85 million boe multiplied by, respectively Assumed value of proved: $12 per boe Assumed value of probable: $3 per boe equals, respectively Value of proved reserves: $1.5 billion Value of probable reserves: $255 million plus Discount to management’s estimate of the value of infrastructure assets: 20% Resulting value: $800 million plus Cash: $172 million minus Total debt: $2.0 billion equals Estimated fair value of the common equity of ATP Oil & Gas: $730 million, or $14 per share (based on 52 million shares out) 90% upside to the recent stock price ($7.40 per share) Aggressive Valuation methodology: Based on median consensus EPS estimate for the fiscal year ending December 30, 2013 ▼ Consensus FY13 EPS estimate: $2.46 multiplied by Corresponding industry P/E: 10.5x (*) equals Industry multiple-implied fair value: $1.3 billion ($26 per share) multiplied by Assumed ATPG multiple as a percentage of the industry multiple: 95% (10.0x fair value P/E multiple) equals Estimated fair value of the common equity of ATP Oil & Gas: $1.3 billion ($25 per share) 230% upside to the recent stock price ($7.40 per share) (*) Represents Oil & Gas Operations industry median multiple. Source: Company filings, The Manual of Ideas analysis, assumptions and estimates. ATP OIL & GAS – MANAGEMENT’S VIEW OF INTRINSIC VALUE ($ in billions) Management’s sum-of-the-parts valuation of proved reserves, probable reserves, and infrastructure assets exceeds recent enterprise value by a wide margin, implying potential multibagger upside for the equity. Source: Company presentation dated January 4, 2012. ATP OIL & GAS – PRICE DECK USED IN ABOVE PV-10 CALCULATIONS Source: Company presentation dated January 4, 2012. © 2008-2012 by BeyondProxy LLC. All rights reserved. February 2012 – Page 26 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors ATP OIL & GAS – RESERVES PER SHARE At under $7 per ATPG share, investors have an opportunity to invest at less than 3x proved reserves and less than 2x proved and probable reserves. Important caveat: The above disregards ATP’s debt load so should be used with care. Source: Company presentation dated January 4, 2012. ATP OIL & GAS – NET DEBT CALCULATION, as of September 30, 2011 ($ in millions) High yield bonds (April 2010) • $1.5 billion aggregate principal amount with an 11.875% interest rate and May 2015 maturity First lien term loan (June 2010, March 2011) • $210 million senior secured term loan • March 2011 increased amount from $150 million to $210 million, decreased rate from 11% to 9% and extended maturity from October 2014 to January 2015 • Based on estimated SEC pricing at 12/31/11, first lien loan capacity expected to expand in March 2012 General terms of both facilities No financial maintenance covenants Facilities can be expanded Source: Company presentation dated January 4, 2012. INDUSTRY – DEEPWATER GULF OF MEXICO WELLBORES Source: Company presentation dated January 4, 2012. © 2008-2012 by BeyondProxy LLC. All rights reserved. February 2012 – Page 27 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors Axcelis Technologies (ACLS) – Donald Smith, Sterling, DFA, Artis, Rima Technology: Scientific & Technical Instruments Beverly MA, 978-787-4000 Trading Data www.axcelis.com Consensus EPS Estimates Price: $1.78 (as of 1/20/12) 52-week range: $1.00–$3.65 Market value: $190 million Enterprise value: $145 million Shares outstanding: 106.5 million Ownership Data This quarter Next quarter FYE 12/31/11 Latest -$0.04 -0.04 0.05 Month Ago -$0.04 -0.04 0.05 Valuation # of Ests 2 1 3 P/E FYE 12/31/10 P/E FYE 12/31/11 P/E FYE 12/30/12 P/E FYE 12/30/13 EV/ LTM revenue n/m 36x 36x 7x 0.4x FYE 12/30/12 0.05 0.05 3 EV/ LTM EBIT 12x Insider ownership: <1% FYE 12/30/13 0.25 0.25 1 P / tangible book 0.9x Insider buys (last six months): 0 LT growth Insider sales (last six months): 2 Institutional ownership: 53% 20.0% EPS Surprise 10/25/11 20.0% Actual $0.01 Greenblatt Criteria 1 Estimate $0.01 LTM EBIT yield LTM pre-tax ROC 9% 8% Operating Performance and Financial Position ($ millions, except per share data) Revenue Gross profit R&D Adjusted operating income Adjusted net income Adjusted diluted EPS Shares out (avg) Cash from operations D&A Capex Free cash flow … % of revenue: Gross profit R&D Adjusted operating income Cash, investments Inventory Total current assets LT investments PP&E, net Tangible assets Debt Total liabilities Tangible equity TBV / tangible assets TBV per share 2004 508 212 63 52 75 0.76 100 72 2 6 66 2005 373 154 71 -9 3 0.03 100 -12 2 8 -20 41.7% 12.4% 10.3% 187 116 406 109 75 625 125 245 379 61% 3.81 41.4% 19.0% -2.5% 165 110 395 109 71 599 125 235 363 61% 3.62 Fiscal Years Ended December 31, 2006 2007 2008 462 405 250 192 153 63 72 72 63 24 -14 -91 42 -4 -101 0.41 -0.04 -0.98 101 102 103 19 -31 -49 3 3 3 7 10 3 12 -42 -52 41.5% 15.7% 5.3% 204 160 475 127 67 694 151 276 417 60% 4.13 37.8% 17.8% -3.3% 84 169 379 133 68 617 80 184 433 70% 4.25 25.0% 25.3% -36.4% 38 150 241 157 44 455 83 136 319 70% 3.11 2009 133 28 33 -64 -72 -0.70 104 -34 0 1 -34 2010 275 86 40 -13 -18 -0.17 105 -6 0 1 -7 LTME 9/30/11 352 124 46 13 12 0.11 105 -7 0 3 -9 FQE 9/30/10 75 22 10 -3 -6 -0.06 105 -1 0 0 -1 FQE 9/30/11 73 27 11 0 1 0.01 106 9 0 1 8 21.1% 24.6% -48.1% 45 115 194 0 41 251 0 34 216 86% 2.09 31.2% 14.4% -4.9% 46 110 229 0 39 281 0 75 206 73% 1.97 35.1% 13.1% 3.6% 44 122 216 0 38 273 0 57 216 79% 2.03 28.6% 13.2% -4.5% 49 104 210 0 39 258 0 60 199 77% 1.90 37.1% 15.7% -0.1% 44 122 216 0 38 273 0 57 216 79% 2.03 Ten-Year Stock Price Performance and Trading Volume Dynamics $18 $16 $14 $12 $10 $8 $6 $4 $2 $0 Jan 03 Jan 04 © 2008-2012 by BeyondProxy LLC. All rights reserved. Jan 05 Jan 06 Jan 07 Jan 08 Jan 09 Jan 10 Jan 11 Jan 11 February 2012 – Page 28 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors BUSINESS OVERVIEW Axcelis provides semiconductor capital equipment. SELECTED OPERATING DATA FYE December 31 2006 2007 ∆ ion implantation sales 15% -11% ∆ revenue 24% -12% ∆ gross profit 24% -20% ∆ assets 14% -11% ∆ book value 12% 2% ∆ BV per share 11% 1% Revenue ($mn) 462 405 …from aftermarket1 38% 42% % of revenue by segment: Ion implantation2 74% 75% Other products3 26% 25% % of revenue by type: Product 86% 85% Service 12% 14% Royalties4 2% 1% Gross margin by type: Product 48% 42% Service 15% 20% % of revenue by geography: U.S. 80% 78% Europe 8% 9% Asia Pacific 12% 13% Selected items as % of revenue: Gross profit 41% 38% R&D 16% 18% EBIT (adjusted)6 5% -3% Net income (adjusted)6 9% -1% D&A5 4% 5% Capex 1% 3% Tangible assets ($mn) 694 617 Selected items as % of tangible assets: Cash, investments 29% 14% Receivables 11% 12% Inventory 23% 27% LT investments 18% 22% PP&E, net 10% 11% ST debt 11% 0% LT debt 11% 13% Tangible equity 60% 70% Shares out (avg) (mn) 101 102 ∆ shares out (avg) 1% 1% INVESTMENT HIGHLIGHTS • A leader in high-energy ion implanters sold to DRAM, Flash, foundry and logic chipmakers. An implanter is a machine that costs $2-3 million and is used by chipmakers to embed transistors into silicon wafers. Axcelis has 1,000+ employees in 46 offices. • 4,000+ Axcelis products are in use in 50 countries worldwide. This installed base is a source of aftermarket sales, which represented 45% of YTD revenue. Axcelis owns ~500 patents worldwide. • Revenue and gross margin have improved since 2009. The company turned profitable in 4Q10 and has achieved net income of $7 million YTD 2011. • Sale-leaseback of 417,000 sq. ft. headquarters in Beverly, MA, would boost liquidity. The site, which also houses manufacturing operations, is carried at ~$35 million. Management believes it can raise “at least $50 million” from a transaction, which is expected to be completed in 1Q12. • NOLs of $226 million expire from 2021-30. The NOLs are not reflected on Axcelis’ balance sheet. • $37-40 million of net cash, based on management’s expectation for cash usage in 4Q11. INVESTMENT RISKS & CONCERNS • Cyclical business, dependent on semi makers’ capacity investments, which exhibit large volatility (particularly in the case of memory manufacturers). • Poor capital allocation and competitive missteps under CEO Mary Puma have led to a decline in quote equity value of 80-90% over the past decade. CEO Puma’s rhetoric focuses mostly on market and product considerations rather than equity value. Her actions have been consistent with the rhetoric, as per-share book value and intrinsic value have fallen. • 4Q11 cash usage and pending sale leaseback reflect expectation of future cash burn? If the company starts losing money again, value creation would once again be replaced with slow destruction. CATALYSTS • Potential (and long overdue) firing of CEO Puma would likely be a major positive for the company • Potential activist shareholder involvement MAJOR HOLDERS CEO Puma 1% | Other insiders 3% | Donald Smith 10% | Sterling 5% | DFA 4% | Artis 4% | Rima 2% YTD 2010 9/30/11 109% 23% 107% 43% 206% 69% 12% 6% -5% 9% -6% 7% 275 259 52% 45% 2008 -33% -38% -59% -32% -34% -35% 250 57% 2009 -46% -47% -55% -45% -32% -33% 133 74% 82% 18% 83% 17% 84% 16% 73% 27% 78% 21% 2% 74% 25% 0% 88% 12% 0% 91% 9% 0% 16% 56% 13% 60% 32% 26% 46% 9% 70% 12% 18% 63% 17% 20% 69% 12% 18% n/a n/a n/a 25% 25% -36% -40% 9% 1% 455 21% 25% -48% -54% 6% 0% 251 31% 14% -5% -6% 3% 1% 281 36% 14% 3% 3% 2% 1% 273 8% 6% 33% 34% 10% 18% 0% 70% 103 1% 18% 8% 46% 0% 16% 0% 0% 86% 104 1% 16% 21% 39% 0% 14% 0% 0% 73% 105 1% 16% 15% 45% 0% 14% 0% 0% 79% 106 2% 1 Aftermarket refers to sales of spare parts and product upgrades, combined with the sale of maintenance labor and service contracts. 2 Includes high current, medium current and high energy implanters. 3 Includes dry strip equipment, curing, and thermal processing systems. 4 Majority of royalties was derived from the SEN joint venture, with Axcelis selling its 50% stake to JV partner Sumitomo Heavy Industries in March 2009. 5 Includes amortization of intangible assets. 6 Adjusted for unusual items of -$0.7 million in 2006, -$7.2 million in 2007, -$96 million in 2008, and -$5.5 million in 2009. RATINGS VALUE Intrinsic value materially higher than market value? DOWNSIDE PROTECTION Low risk of permanent loss? MANAGEMENT Capable and properly incentivized? FINANCIAL STRENGTH Solid balance sheet? MOAT Able to sustain high returns on invested capital? EARNINGS MOMENTUM Fundamentals improving? MACRO Poised to benefit from economic and secular trends? THE BOTTOM LINE Axcelis avoided bankruptcy in early 2009 as it was able to pay off maturing debt with proceeds from the sale of its 50% stake in Japanese chip equipment producer SEN. Revenue has rebounded since then and operations have turned free cash flow positive, but management has signaled a return to burning cash in 4Q11 and likely beyond. As a result, we do not view Axcelis as a good long-term investment unless CEO Puma was fired. The equity retains take-out upside in the context of a prior bid by Sumitomo Heavy Industries and Texas Pacific Group, which offered $6 per share in March 2008. As Axcelis has strong products and a clean balance sheet, potential activist involvement to shake up management would be hugely positive. © 2008-2012 by BeyondProxy LLC. All rights reserved. February 2012 – Page 29 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors AXCELIS TECHNOLOGIES – EQUITY FAIR VALUE UNDER SELECTED VALUATION SCENARIOS Conservative Valuation methodology: Based on median consensus EPS estimate for the fiscal year ending December 30, 2012 ▼ Consensus FY12 EPS estimate: $0.05 minus Assumed haircut to FY12 consensus EPS estimate: 10% * $0.05 equals Revised FY12 EPS estimate: $0.05 multiplied by Corresponding industry P/E: 15.9x (*) equals Industry multiple-implied fair value: $76 million ($0.72 per share) multiplied by Assumed ACLS multiple as a percentage of the industry multiple: 75% (11.9x fair value P/E multiple) equals Estimated fair value of the common equity of Axcelis Technologies: $57 million ($0.54 per share) (based on 106 million shares out) 70% downside from the recent stock price ($1.80 per share) Base Case Valuation methodology: Aggressive Valuation methodology: Based on median consensus EPS estimate for the fiscal year ending December 30, 2013 ▼ Consensus FY13 EPS estimate: $0.25 multiplied by Corresponding industry P/E: 14.2x (*) equals Industry multiple-implied fair value: $380 million ($3.60 per share) multiplied by Assumed ACLS multiple as a percentage of the industry multiple: 90% (12.8x fair value P/E multiple) equals Estimated fair value of the common equity of Axcelis Technologies: $340 million ($3.20 per share) 79% upside to the recent stock price ($1.80 per share) Based on tangible book value as of September 30, 2011 ▼ Book value: $216 million minus Intangibles: $0 equals Tangible book value: $216 million multiplied by Industry price to book: 1.7x (*) (†) equals Industry multiple-implied fair value: $380 million ($3.50 per share) multiplied by Assumed ACLS multiple as a percentage of the industry multiple: 75% (1.3x multiple of tangible book) equals Estimated fair value of the common equity of Axcelis Technologies: $282 million ($2.60 per share) (based on 106 million shares out) 49% upside to the recent stock price ($1.80 per share) (*) Represents Scientific & Technical Instruments industry median multiple. (†) In order to be conservative, we apply the industry median multiple of book value to the company’s tangible book value. Source: Company filings, The Manual of Ideas analysis, assumptions and estimates. AXCELIS TECHNOLOGIES – ANALYSIS OF SELECTED COMPARABLE COMPANIES (Click to visit relevant websites) Applied / AMAT Lam / LRCX Mattson / MTSN Novellus / NVLS Stock Price ($) 12 42 2 47 Trading Data ∆ to Reach 7-Year MV ($mn) Low High -43% 84% 16,281 -65% 44% 5,049 -86% 531% 125 -78% 2% 3,114 EV ($mn) 11,985 3,744 89 2,757 Median Axcelis / ACLS 2 -90% 433% 190 145 Tang. Book/ MV 45% 43% 52% 27% Public Market Valuation EPS Yield TTM FCF This Next Yield TTM FY FY 14% 12% 6% 9% 12% 11% 5% 9% -18% neg. neg. 1% 11% 7% 7% 6% LTM Rev./ EV 88% 83% 208% 53% Rev./ Empl. ($000) 809 841 487 539 Operating Performance ∆ Rev. % TTM Rev. Last Gross Adj. TTM Q Profit EBIT 10% -24% 41% 23% 19% -16% 45% 22% 60% 13% 32% -10% 20% -16% 50% 23% 45% 14% 12% 6% 9% 88% 809 10% -24% 41% 23% 114% -5% 6% 3% 3% 243% 346 60% -3% 35% 4% Abbreviations: MV = market value | EV = enterprise value | TTM = trailing twelve months | FY = fiscal year | Empl. = employee | Rev. = revenue ∆ | = change Explanations: ∆ revenue = year-over-year change | EPS yield for this and next FY is based on consensus EPS estimates | EBIT adjusted for certain unusual items Source: Company and market data, The Manual of Ideas analysis. AXCELIS TECHNOLOGIES – RECENT RESULTS AND TARGET FINANCIAL MODEL * Excluding restructuring charge in 2009. Source: Company presentation dated October 2011. © 2008-2012 by BeyondProxy LLC. All rights reserved. February 2012 – Page 30 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors AXCELIS TECHNOLOGIES – MANAGEMENT TARGETS GROSS MARGIN IN “LOW 40% RANGE” Source: Company presentation dated October 2011. AXCELIS TECHNOLOGIES – QUARTERLY REVENUE REFLECTS “MARKET SHARE GAINS AND MARKET CONDITIONS” Source: Company presentation dated October 2011. AXCELIS TECHNOLOGIES – PLANNED SALE/LEASEBACK OF KEY REAL ESTATE Source: Company presentation dated October 2011. © 2008-2012 by BeyondProxy LLC. All rights reserved. February 2012 – Page 31 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors Callaway Golf (ELY) – Perkins, DFA, Royce, Clearbridge, Franklin Consumer Cyclical: Recreational Products, Member of S&P SmallCap 600 Trading Data Carlsbad CA, 760-931-1771 www.callawaygolf.com Consensus EPS Estimates Price: $6.12 (as of 1/20/12) 52-week range: $4.70–$8.22 Market value: $397 million Enterprise value: $333 million Shares outstanding: 64.9 million Ownership Data This quarter Next quarter FYE 12/31/11 Latest -$0.40 0.31 -0.62 Month Ago -$0.40 0.29 -0.59 Valuation # of Ests 7 6 7 P/E FYE 12/31/10 P/E FYE 12/31/11 P/E FYE 12/30/12 P/E FYE 12/30/13 EV/ LTM revenue n/m n/m 32x 18x 0.4x FYE 12/30/12 0.19 0.14 7 EV/ LTM EBIT n/m Insider ownership: <1% FYE 12/30/13 0.34 0.34 2 P / tangible book 0.9x Insider buys (last six months): 7 LT growth Insider sales (last six months): 8 Institutional ownership: n/a 5.0% EPS Surprise 10/27/11 Greenblatt Criteria 11.5% 1 Actual -$0.37 Estimate -$0.24 LTM EBIT yield LTM pre-tax ROC -22% -19% Operating Performance and Financial Position ($ millions, except per share data) Revenue Gross profit R&D Adjusted operating income Adjusted pretax income Adjusted net income Adjusted diluted EPS Dividend Shares out (avg) … % of revenue: Gross profit Adjusted operating income Cash, investments Receivables Inventory Total current assets PP&E, net Tangible assets Payables Total current liabilities Debt Total liabilities Tangible equity TBV / tangible assets TBV per share EBIT/capital employed 2004 935 359 31 -25 -24 -10 -0.15 0.28 68 2005 998 414 27 17 15 13 0.19 0.28 69 38.4% -2.6% 32 134 181 394 136 556 17 121 13 149 407 73% 6.01 -6% 41.5% 1.7% 50 100 242 439 128 589 102 140 0 169 421 71% 6.13 4% Fiscal Years Ended December 31, 2006 2007 2008 1,018 1,125 1,117 398 493 487 27 32 29 37 90 84 35 88 101 23 55 66 0.34 0.82 1.05 0.28 0.28 0.28 68 66 63 39.1% 3.6% 46 127 265 493 131 671 111 224 80 269 402 60% 5.93 9% 43.9% 8.0% 50 121 253 497 128 665 130 224 37 270 395 59% 5.95 22% 43.6% 7.5% 38 136 257 490 142 679 126 253 90 277 402 59% 6.37 21% 2009 951 344 32 -31 -30 -21 -0.33 0.10 63 2010 968 366 36 -19 -28 -22 -0.34 0.04 64 LTME 9/30/11 918 329 35 -66 -78 -148 -2.31 0.04 64 FQE 9/30/10 176 49 9 -38 -40 -21 -0.32 0.01 64 FQE 9/30/11 173 47 9 -44 -48 -65 -1.01 0.01 65 36.2% -3.2% 78 160 219 513 143 702 32 152 0 169 533 76% 8.44 -7% 37.8% -2.0% 55 155 269 545 130 723 43 175 0 192 531 73% 8.31 -6% 35.9% -7.2% 64 153 204 454 120 612 106 148 0 192 421 69% 6.50 -19% 27.9% -21.4% 111 155 230 559 133 737 129 166 0 184 554 75% 8.65 -32% 27.3% -25.5% 64 153 204 454 120 612 106 148 0 192 421 69% 6.50 -41% Ten-Year Stock Price Performance and Trading Volume Dynamics $25 $20 $15 $10 $5 $0 Jan 03 Jan 04 © 2008-2012 by BeyondProxy LLC. All rights reserved. Jan 05 Jan 06 Jan 07 Jan 08 Jan 09 Jan 10 Jan 11 Jan 11 February 2012 – Page 32 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors BUSINESS OVERVIEW Callaway Golf makes golf clubs, balls and related accessories. SELECTED OPERATING DATA FYE December 31 2006 2007 ∆ golf club sales 3% 13% ∆ golf ball sales 0% -1% ∆ revenue 2% 10% ∆ gross profit -4% 24% ∆ assets 11% -1% ∆ BV per share -2% 0% Revenue ($mn) 1,018 1,125 % of revenue by major geography: U.S. 56% 53% Europe 16% 17% Japan 10% 11% % of revenue by segment: Golf clubs2 79% 81% Golf balls 21% 19% Pre-tax income margin by segment: Golf clubs2 13% 17% Golf balls -3% 0% Corporate -6% -6% Selected items as % of revenue: Gross profit 39% 44% R&D 3% 3% EBIT (adjusted)1 4% 8% Net income (adjusted)1 2% 5% D&A 3% 3% Capex 3% 3% Tangible assets ($mn) 671 665 Selected items as % of tangible assets: Cash, investments 7% 8% Receivables 19% 18% Inventory 40% 38% PP&E, net 20% 19% Debt 12% 5% Tangible equity 60% 59% Diluted EPS (cont.) ($) 0.34 0.81 Dividends per share ($) 0.28 0.28 Shares out (avg) (mn) 68 66 ∆ shares out (avg) -1% -2% INVESTMENT HIGHLIGHTS • Owned brands include Callaway, Odyssey, TopFlite, Ben Hogan, and uPro. According to the company, “it is the leader, or one of the leaders, in every golf club market in which it competes.” • Rival Acushnet sold to PE firms for $1.2 billion in May 2011, implying an EV-to-revenue of ~1.0x. Acushnet, a former Fortune Brands subsidiary, has historically been more profitable than Callaway and likely has stronger brands (Titleist, FootJoy). • Director Tony Thornley (64), an ex-Qualcomm COO/CFO, became interim CEO last June, after George Fellows resigned for “personal reasons.” Thornley has impressed us with a blunt assessment of Callaway’s challenges, but results will be more important. Thornley projects profitability in 2012. • Nearly half of production remains in the U.S., while non-U.S. revenue is ~50% and growing as a share of total. Asian markets may be an opportunity. • EV-to-revenue of less than 0.5x implies big upside if margins can be improved. The ongoing restructuring is estimated to yield $50 million of gross savings. “Up to half” of the savings are to be reinvested into marketing to reignite sales growth. • Low risk of permanent loss due to 0.9x tangible book quotation, net cash balance of $65 million. Current assets comprise 75% of tangible assets. INVESTMENT RISKS & CONCERNS • YTD sales declines and losses reflect “challenging golf equipment market and the mistakes we have made in executing a coordinated product and marketing plan based on golf consumers’ preferences,” according to management. • Does “go-it-alone” strategy make sense? Rivals include much bigger businesses that are part of sporting giants such as Nike and Adidas. • Lost patent case to Acushnet in 2010. This could make it harder to turn around the golf ball business. • Dilution from $140 million of 7.5% convertible preferred stock (convertible at $7.05 per share). INVESTMENT RISKS & CONCERNS • Return to profitability in 2012 • Return to sales growth in golf equipment market • Growth in emerging and other overseas markets 1 2 2008 -2% 5% -1% -1% 2% 7% 1,117 2009 -14% -19% -15% -29% 2% 22% 951 YTD 2010 9/30/11 3% -6% -2% -9% 2% -6% 6% -12% 1% -16% -3% -22% 968 733 50% 17% 15% 50% 14% 17% 48% 13% 17% 49% 16% 15% 80% 20% 81% 19% 82% 18% 82% 18% 15% 3% -4% 5% -8% -6% 6% -1% -8% 3% -4% -7% 44% 3% 8% 6% 3% 5% 679 36% 3% -3% -2% 4% 4% 702 38% 4% -2% -2% 4% 2% 723 37% 4% -4% -17% 4% 3% 612 6% 20% 38% 21% 13% 59% 1.04 0.28 63 -5% 11% 23% 31% 20% 0% 76% -0.33 0.10 63 0% 8% 21% 37% 18% 0% 73% -0.46 0.04 64 1% 10% 25% 33% 20% 0% 69% -1.89 0.03 65 1% Adjusted for unusual items of -$7.5 million in 2010, -$0.2 million YTD 9/30/11. Accessories represented ~30% of segment revenue in 2010. MAJOR HOLDERS* Insiders 2% | Perkins 8% | DFA 6% | Royce 6% | Clearbridge 5% | Fisher 5% | Franklin 5% | Lee Munder 4% * Assumes outstanding preferred stock is not converted into common shares. The company has 1.4 million shares of 7.5% Series B Cumulative Perpetual Convertible Preferred Stock outstanding. The preferred stock is convertible at any time into common stock at an initial conversion price of $7.05/share. RATINGS VALUE Intrinsic value materially higher than market value? DOWNSIDE PROTECTION Low risk of permanent loss? MANAGEMENT Capable and properly incentivized? FINANCIAL STRENGTH Solid balance sheet? MOAT Able to sustain high returns on invested capital? EARNINGS MOMENTUM Fundamentals improving? MACRO Poised to benefit from economic and secular trends? THE BOTTOM LINE Callaway appears to have low risk of permanent loss due to a valuation of 0.9x tangible book and a strong balance sheet. While the business has struggled since 2009 despite stabilization in the golf industry, Callaway’s brands likely have staying power. If the current restructuring (to be executed by new CEO Thornley) proves successful, the upside could be significant as EV-to-revenue is less than 0.5x. Despite the seemingly asymmetric risk-reward, however, a key risk is that operating losses and restructuring charges weaken the balance sheet, while the turnaround eventually fails. Instead of the “go-it-alone” strategy (which requires expensive marketing to succeed against the likes of Nike), we would prefer Callaway puts itself up for sale. Fila Korea bought competitor Acushnet for 1.0x revenue in 2011, a large premium to Callaway’s recent market quotation. © 2008-2012 by BeyondProxy LLC. All rights reserved. February 2012 – Page 33 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors CALLAWAY GOLF – EQUITY FAIR VALUE UNDER SELECTED VALUATION SCENARIOS Conservative Base Case Aggressive Valuation methodology: Valuation methodology: Valuation methodology: Based on average diluted EPS from continuing operations for the past seven fiscal years Based on median consensus EPS estimate for the fiscal year ending December 30, 2013 Based on tangible book value as of September 30, 2011 ▼ ▼ ▼ average of Consensus FY13 EPS estimate: $0.34 Book value: $570 million FY04 continuing ops EPS: -$0.15 multiplied by minus FY05 continuing ops EPS: $0.19 Corresponding industry P/E: 12.3x (*) Intangibles: $153 million FY06 continuing ops EPS: $0.34 equals equals FY08 continuing ops EPS: $1.04 Industry multiple-implied fair value: $271 million ($4.20 per share) Tangible book value: $420 million FY09 continuing ops EPS: -$0.33 multiplied by Industry price to book: 1.3x (*) (†) FY10 continuing ops EPS: -$0.46 Assumed ELY multiple as a percentage of the industry multiple: equals equals Average seven-year EPS: $0.21 100% minus (12.3x fair value P/E multiple) multiplied by Assumed adjustment to average seven-year EPS: 10% * $0.21 equals Assumed ELY multiple as a percentage of the industry multiple: FY07 continuing ops EPS: $0.81 multiplied by Industry multiple-implied fair value: $540 million ($8.30 per share) equals Estimated fair value of the common equity of Callaway Golf: Revised “normalized” EPS: $0.23 $271 million ($4.20 per share) (1.5x multiple of tangible book) multiplied by 32% downside from the recent stock price ($6.10 per share) equals Assumed fair value P/E: 15x equals Estimated fair value of the common equity of Callaway Golf: $220 million ($3.40 per share) (based on 65 million shares out) 45% downside from the recent stock price ($6.10 per share) 120% Estimated fair value of the common equity of Callaway Golf: $650 million ($10.00 per share) Basing an equity valuation of Callaway Golf on near-term EPS estimates may not account appropriately for the company’s likely normalized earning power. (based on 65 million shares out) 63% upside to the recent stock price ($6.10 per share) (*) Represents Recreational Products industry median multiple. (†) In order to be conservative, we apply the industry median multiple of book value to the company’s tangible book value. Source: Company filings, The Manual of Ideas analysis, assumptions and estimates. CALLAWAY GOLF – PRO FORMA INCOME STATEMENT, 2009–2010 Source: Company presentation dated May 2011. © 2008-2012 by BeyondProxy LLC. All rights reserved. February 2012 – Page 34 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors CALLAWAY GOLF – PRO FORMA INCOME STATEMENT, 1Q11 vs. 1Q10 Source: Company presentation dated May 2011. CALLAWAY GOLF – IMPACT OF JAPAN EARTHQUAKE/TSUNAMI Source: Company presentation dated May 2011. CALLAWAY GOLF – WILL GROWTH RESUME POST-RECESSION? Source: Company presentation dated May 2011. © 2008-2012 by BeyondProxy LLC. All rights reserved. February 2012 – Page 35 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors Capital Southwest (CSWC) – Bares, Centaur, DFA, First Manhattan, Third Avenue Financial: Misc. Financial Services Dallas TX, 972-233-8242 Trading Data capitalsouthwest.com Consensus EPS Estimates Price: $87.20 (as of 1/20/12) 52-week range: $70.07–$101.67 Market value: $327 million Enterprise value: n/m Shares outstanding: 3.8 million This quarter Next quarter FYE 7/3/06 Ownership Data Valuation Latest n/a n/a n/a Month Ago n/a n/a n/a # of Ests n/a n/a n/a P/E FYE 7/3/05 P/E FYE 7/3/06 P/E FYE 7/3/07 P/E FYE 7/2/08 EV/ LTM revenue 6x n/a n/a n/a n/m FYE 7/3/07 n/a n/a n/a EV/ LTM EBIT n/m Insider ownership: 3% FYE 7/2/08 n/a n/a n/a P / tangible book 0.7x Insider buys (last six months): 9 LT growth n/a Insider sales (last six months): 4 Institutional ownership: 45% EPS Surprise n/a n/a Actual n/a Greenblatt Criteria n/a Estimate n/a LTM EBIT yield LTM pre-tax ROC n/m n/m Operating Performance and Financial Position ($ millions, except per share data) Revenue Adjusted operating income Adjusted pretax income Adjusted net income Adjusted diluted EPS Dividend Shares out (avg) Cash, investments Receivables Inventory Total current assets LT investments PP&E, net Intangible assets Total assets Tangible assets Payables Short-term debt Total current liabilities Long-term debt Total liabilities Preferred stock Common equity Tangible equity TBV / tangible assets TBV per share 2005 5 3 20 20 5.21 0.60 4 5 0 0 0 422 0 0 434 434 0 13 0 0 132 0 303 303 70% 78.43 2006 5 2 142 142 36.84 0.60 4 12 0 0 0 550 0 0 569 569 0 8 0 0 11 0 558 558 98% 144.55 Fiscal Years Ended March 31, 2007 2008 2009 7 7 14 4 4 10 167 -139 -133 167 -139 -138 42.90 -35.73 -36.98 0.60 0.60 1.10 4 4 4 39 31 15 0 0 1 0 0 0 0 0 0 681 548 397 0 0 0 0 0 0 730 587 418 730 587 418 0 0 0 0 0 0 0 0 0 0 0 0 4 3 2 0 0 0 726 584 415 726 584 415 99% 99% 99% 186.74 150.08 111.00 2010 6 2 75 74 19.65 0.80 4 4 2 0 0 478 0 0 491 491 0 0 0 0 4 0 487 487 99% 130.13 2011 8 2 78 54 14.32 0.80 4 46 1 0 0 489 0 0 543 543 0 0 0 0 4 0 539 539 99% 143.92 LTME 9/30/11 6 0 8 -17 -4.45 0.40 4 53 1 0 0 444 0 0 506 506 0 0 0 0 4 0 502 502 99% 133.76 FQE 9/30/10 1 0 24 24 6.42 0.40 4 77 1 0 0 439 0 0 524 524 0 0 0 0 4 0 520 520 99% 139.00 FQE 9/30/11 1 0 -26 -26 -6.85 0.00 4 53 1 0 0 444 0 0 506 506 0 0 0 0 4 0 502 502 99% 133.76 Ten-Year Stock Price Performance and Trading Volume Dynamics $200 $180 $160 $140 $120 $100 $80 $60 $40 $20 $0 Jan 03 Jan 04 © 2008-2012 by BeyondProxy LLC. All rights reserved. Jan 05 Jan 06 Jan 07 Jan 08 Jan 09 Jan 10 Jan 11 Jan 11 February 2012 – Page 36 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors BUSINESS OVERVIEW Capital Southwest is a business development company. PORTFOLIO SNAPSHOT Company Rectorseal Encore Wire (WIRE) Alamo Group (ALG) Whitmore Manufacturing Media Recovery Texas Capital Bancshares (TCBI) Heelys (HLYS) Hologic (HOLX) Other Investments Total investments Cash Other net assets Total net assets Shares out at 9/30/11 (millions) Estimated NAV/Share 2 Market or Fair Value ($ in millions) 1 141.3 95.5 63.9 59.6 16.4 15.9 14.9 11.9 65.8 485.2 53.3 4.9 543.4 3.76 144.74 Value as % of Total 26% 18% 12% 11% 3% 3% 3% 2% 12% 89% 10% 1% 100% 1 As of 9/30/11 (private companies) and 1/10/12 (public companies). WIRE, ALG, HLYS stock is restricted and management imposes a valuation discount. INVESTMENT HIGHLIGHTS • Shares trade at ~40% discount to updated NAV, based on 9/30/2011 book values for private investments (~58% of total value of investments) and 1/10/2012 prices for public companies (~42%). • Typically acquires equity positions of significant influence or control and provides managerial assistance to companies. Closed-end structure facilitates goal of providing “patient capital”. • Current market capitalization may be justified based on largest four investments and cash alone. RectorSeal, Whitmore, Encore Wire, and Alamo are long established industrial companies. With a combined value of $360 million and cost basis of $9.6 million based on early stage investments made decades ago, these businesses illustrate Capital Southwest’s successful long term strategy. • Typical early stage investment size is $5-10 million. Majority stakes in Balco, Cintara Clean Technologies, Extreme International, and Media Recovery along with several minority and “seed” investments provide opportunity for future upside. • Tax-efficient portfolio, as it experiences little turnover. Average holding period is ~20 years. The company also qualifies for conduit tax treatment as a regulated investment company, eliminating double taxation penalty associated with most corporations. SELECTED OPERATING DATA 1 FYE March 31 2007 2008 2009 2010 2011 NAV/share, as reported 187 150 111 130 144 NAV/share, as adjusted 1 155 126 95 110 123 Assets ($mn) 730 587 418 491 543 Selected balance sheet items as % of total assets: Cash and equivalents 5% 5% 4% 1% 8% Investments 93% 93% 95% 97% 90% Otherassets 1% 1% 1% 2% 2% Liabilities 1% 1% 1% 1% 1% Shareholders’ equity 99% 99% 99% 99% 99% Investments ($mn) 681 548 397 478 489 % of investments at market/fair value by investee company ownership: >25% owned 77% 75% 72% 69% 63% 5-25% owned 11% 10% 17% 15% 17% <5% owned 11% 15% 11% 16% 20% Opex/avg net assets 0.3% 0.5% 0.8% 0.9% 1.1% Δ shares outstanding 1% 0% -4% 0% 0% 11% 88% 2% 1% 99% 444 66% 18% 17% 0.9% 0% Since 2007, Capital Southwest has reported NAV without adjustment for deferred income taxes on unrealized gains. We adjust NAV by deducting 20% of unrealized gains to estimate potential net tax liability owed by shareholders. Company typically retains capital gains as “deemed distribution” and pays 35% tax which becomes a tax credit for investors which exceeds actual tax owed. INVESTMENT RISKS & CONCERNS • Difficult to appraise portfolio from ground up, as little information is available on the company’s private investments. However, the sale of cemetery operator Lifemark in 2010 at close to book value inspires some confidence in valuation approach. • Illiquid investment portfolio due to majority of assets in private companies. • Current leadership may not fully claim successful long-term track record, which was built by former chairman Bill Thomas over four decades. However, Gary Martin (64) has been CEO since 2007 and associated with Capital Southwest since 1972, including as a director since 1988 while he was CEO of Whitmore Manufacturing. • Long term-oriented to a fault. The company has appeared slothful at times, failing to sell out of investments that became dramatically overvalued. For example, Heelys (HLYS) performed well in 2007 as momentum investors put a high multiple on faddish earnings. Capital Southwest failed to sell, only to see Heely’s decline from $40 to under $2. MAJOR HOLDERS CEO Martin 3%* | W. Thomas III 7% | Other Insiders 5% | Zuckerman 6% | Dimensional 5% | First Manhattan 4% RATINGS VALUE Intrinsic value materially higher than market value? DOWNSIDE PROTECTION Low risk of permanent loss? MANAGEMENT Capable and properly incentivized? FINANCIAL STRENGTH Solid balance sheet? MOAT Able to sustain high returns on invested capital? EARNINGS MOMENTUM Fundamentals improving? MACRO Poised to benefit from economic and secular trends? * We thank Ravi Nagarajan for his analysis of Capital Southwest. Excluding shares controlled on behalf of Capital Southwest’s ESOP trust. 1H12 134 116 506 THE BOTTOM LINE Capital Southwest shares have typically traded at a 15-35% discount to net asset value over the past decade despite a positive track record. The current ~40% discount to recent NAV appears too steep in light of the value provided by the top four investments in long-established industrial companies and the company’s $53 million cash balance. The market appears to be assigning little or no value to the company’s portfolio of early stage investments, some of which are likely to bear fruit in the coming years. Even using valuations more conservative than management’s, we find the shares significantly undervalued. © 2008-2012 by BeyondProxy LLC. All rights reserved. February 2012 – Page 37 of 120 Click for in-depth data and analysis. Value-oriented Equity Investment Ideas for Sophisticated Investors CAPITAL SOUTHWEST – EQUITY FAIR VALUE UNDER SELECTED VALUATION SCENARIOS (in dollars) Conservative Valuation Methodology Base Case Aggressive Sum-of-the-Parts (A) The RectorSeal Corporation Average net income for 2007-11 (including 20% of Whitmore) Price/Earnings ratio Valuation of The RectorSeal Corporation 10,250,000 9x 92,250,000 10,250,000 10x 102,500,000 10,250,000 11x 112,750,000 (B) The Whitmore Manufacturing Company Average net income 2007-11 (not including 20% of RectorSeal) Price/Earnings ratio Valuation of The Whitmore Manufacturing Company 2,800,000 12x 33,600,000 2,800,000 13x 36,400,000 2,800,000 14x 39,200,000 (C) Encore Wire (Nasdaq: WIRE) Restricted shares owned at 9/30/2011 Price per share on 1/10/2012 Market valuation as of 1/10/2012 Restricted share discount (%) implied by mgmt’s 9/30 valuation Valuation as of 1/10/2012 based on management’s discount Additional valuation discount Estimated market value of Encore Wire investment 4,086,750 26.00 106,255,500 10.1% 95,516,363 10.0% 85,964,727 4,086,750 26.00 106,255,500 10.1% 95,516,363 5.0% 90,740,545 4,086,750 26.00 106,255,500 10.1% 95,516,363 0.0% 95,516,363 (D) Alamo Group (NYSE: ALG) Restricted shares owned at 9/30/2011 Price per share on 1/10/2012 Market valuation as of 1/10/2012 Restricted share discount (%) implied by mgmt’s 9/30 valuation Valuation as of 1/10/2012 based on management’s discount Additional valuation discount Estimated market value of Alamo Group investment 2,832,300 27.99 79,276,077 19.4% 63,870,817 10.0% 57,483,735 2,832,300 27.99 79,276,077 19.4% 63,870,817 5.0% 60,677,276 2,832,300 27.99 79,276,077 19.4% 63,870,817 0.0% 63,870,817 (E) Other Quoted Securities: Market value of other quoted securities (HLYS, HOLX, TCBI) Additional valuation discount Estimated market value of other quoted securities 42,661,457 10% 38,395,311 42,661,457 5% 40,528,384 42,661,457 0% 42,661,457 (F) Other Privately Held Investments: Stated valuation of other private investments as of 9/30/2011 Additional valuation discount Estimated value of other privately held investments 82,228,920 15% 69,894,582 82,228,920 10% 74,006,028 82,228,920 5% 78,117,474 (G) Other Net Assets at 9/30/2011: Cash Other assets Liabilities Total other net assets at 9/30/2011 53,323,000 8,999,000 (4,075,000) 58,247,000 53,323,000 8,999,000 (4,075,000) 58,247,000 53,323,000 8,999,000 (4,075,000) 58,247,000 (H) Estimated deferred tax adjustment for unrealized gains Estimated current value of investments (A+B+C+D+E+F) Less cost basis of all investments at 9/30/2011 Estimated capital gains Assumed tax rate Estimated deferred tax adjustment for unrealized gains 377,588,355 (101,643,379) 275,944,976 20% (55,188,995) 404,852,233 (101,643,379) 303,208,854 20% (60,641,771) 432,116,111 (101,643,379) 330,472,732 20% (66,094,546) Estimated Net Assets of CSWC (A+B+C+D+E+F+G+H) Shares outstanding as of 9/30/2011 Intrinsic value of Capital Southwest per share 380,646,360 3,754,538 101.38 402,457,462 3,754,538 107.19 424,268,565 3,754,538 113.00 Source: Company filings, Ravi Nagarajan analysis, assumptions and estimates, The Manual of Ideas. The combined per-CSWC-share value of RectorSeal , Whitmore, Encore Wire, Alamo, Cash and other assets is $78 which approximates 90% of the current market value of Capital Southwest common stock. Therefore, the other components of Capital Southwest - other quoted securities and privately held “venture” investments - are effectively being acquired at minimal cost. © 2008-2012 by BeyondProxy LLC. All rights reserved. RectorSeal was valued by management at $141.3 million at 9/30/11. We use estimates based on five year average net income and P/E ratios more conservative than what management appears to use. We include pro-rata earnings of Whitmore based on RectorSeal’s 20% ownership of Whitmore. Whitmore Manufacturing was valued by mgmt at $59.6 million at 9/30/11. We use estimates based on five year avg net income and P/E ratios more conservative than what management. We subtract the 20% of Whitmore’s earnings attributed to and included in RectorSeal’s valuation. Encore Wire (Nasdaq: WIRE). We take the number of shares owned as of 9/30/2011 and then arrive at a market value as if the shares were unrestricted. We then deduct the marketability discount implied by management’s valuation of Encore Wire as of 9/30/2011. We then impose and additional “haircut” to the valuation that varies for the conservative, base, and aggressive cases. The alternative valuation approach would involve a bottom-up analysis of Encore Wire itself. Alamo Group (NYSE: ALG). We take the number of shares owned as of 9/30/2011 and then arrive at a market value as if the shares were unrestricted. We then deduct the marketability discount implied by management’s valuation of Alamo Group as of 9/30/2011. We then impose and additional “haircut” to the valuation that varies for the conservative, base, and aggressive cases. The alternative valuation approach would involve a bottom-up analysis of Alamo Group itself. Other Quoted Securities includes Heely’s, Hologic, and Texas Capital Bancshares. Heely’s shares are restricted while Hologic and Texas Capital Bancshares are not. For Heely’s, market value line includes a 10% discount that management imposed on the market value of Heely’s stock at 9/30/2011. The market value line for Hologic and TCBI are as quoted. We then deduct an additional valuation discount for each valuation scenario. Other Privately Held Investments include all investment holdings other than those valued separately in items A-E. We take a simple approach of taking the sum of the stated value of these investments at 9/30/2011 and imposing an additional valuation allowance for each scenario. Other Net Assets include cash, other assets and other liabilities as of 9/30/2011. Adjustment for deferred taxes on unrealized capital gains: Starting in FY 2007, Capital Southwest no longer accounted for deferred income taxes on unrealized capital gains. See “Investment Summary” spreadsheet for background. We account for deferred taxes by assuming Capital Southwest will continue practice of “deemed distributions” whereby it realizes gains and pays taxes at 35% which can be taken as a tax credit by shareholders who will effectively pay their own capital gains tax on the deemed distribution. Assume 20% for Federal and state cap. gains tax. Estimated Net Asset Value. Note that even the “aggressive” estimate is substantially below Capital Southwest’s reported net asset value of $133.75 as of 9/30/11 because that NAV doesn’t account for deferred taxes and we are more conservative on valuation than management. Despite this additional conservatism, the conservative scenario puts NAV at around $100, substantially above the recent share price and well below management’s reported NAV even when adjusted for deferred tax liability. February 2012 – Page 38 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors CAPITAL SOUTHWEST – INVESTMENTS The following table lists Capital Southwest’s investments as stated in the 10-Q as of September 30, 2011 and attempts to predict the recent valuation of the portfolio based on updated prices for marketable securities. In the case of publicly traded securities, the company has both restricted and unrestricted shares. In the case of restricted shares, management imposed a marketability valuation discount as of 9/30/2011 which we have inferred by comparing the stated valuation as of 9/30/2011 against the market value of unrestricted shares as of 9/30/2011. We then mark these positions to market by applying the current share price but we continue to impose the same discount percentage that management imposed as of 9/30/2011. For non-traded securities, we carry forward management’s 9/30/2011 valuation. The intent is to arrive at an estimate for an updated Net Asset Value, using management’s assumptions as of 9/30/2011 for non traded securities and marking to market the traded securities while retaining the marketability discount percentage applied by management. Investment Summary Equity Own. Cost Basis 9/30/11 Stated Valuation 9/30/11 Shares Owned 9/30/11 Quoted Price 9/30/11 Implied Restricted Discount Market Price 1/10/2012 Est. Valuation 1/10/2012 Percent of Total Portfolio 22.0% 2,190,937 47,441,025 2,832,300 20.79 19.4% 27.99 63,870,817 13% 16.9% 5,800,000 75,604,875 4,086,750 20.58 10.1% 26.00 95,516,363 20% 31.1% 102,490 16,938,870 9,317,300 2.02 10.0% 1.78 14,926,331 3% 8,093,427 139,984,770 174,313,511 36% < 1% 220,000 9,625,192 632,820 15.21 n/a 18.75 11,865,375 2% 1.3% 3,550,006 11,188,640 489,656 22.85 n/a 32.41 15,869,751 3% 3,770,006 20,813,832 27,735,126 6% 11,863,433 160,798,602 202,048,637 42% Publicly traded securities: Restricted securities: Alamo Group (NYSE: ALG) Encore Wire Corporation (NASDAQ: WIRE) Heely’s Inc (NASDAQ: HLYS) Total restricted securities Unrestricted securities: Hologic, Inc. (NASDAQ: HOLX) Texas Capital Bancshares (NASDAQ: TCBI) Total unrestricted securities Total publicly traded securities Majority owned investments: Balco 90.9% 624,920 4,400,000 4,400,000 1% Cinatra Clean Technologies, Inc. 73.4% 13,182,892 10,589,189 10,589,189 2% Extreme International 53.6% 3,325,875 10,748,000 10,748,000 2% Media Recovery 97.9% 5,415,000 16,400,000 16,400,000 3% The RectorSeal Corporation 100.0% 52,600 141,300,000 141,300,000 29% Whitmore Manufacturing 80.0% 1,600,000 59,600,000 59,600,000 12% 24,201,287 243,037,189 243,037,189 50% 1,835,000 0% 363,328 0% 5,078,479 1% Total majority owned investments Minority owned investments: No adjustment is assumed for majority and minority owned investments that are not publicly traded between the reporting date of September 30, 2011 and the current date. Values may have changed but there is no reliable way to make an estimate. Atlantic Capital Bancshares 1.9% 3,000,000 1,835,000 Boxx Technologies 14.9% 1,500,000 363,328 iMemories Inc. 29.7% 5,078,479 5,078,479 Instawares 4.4% 5,000,000 5,000,000 5,000,000 1% KBI Biopharma 17.1% 5,000,000 1,600,000 1,600,000 0% Palletone, Inc. 8.4% 1,748,896 2,000,002 2,000,002 0% TCI Holdings n/a - 826,115 826,115 0% Trax Holdings 29.6% 7,650,000 8,450,000 8,450,000 2% Palm Harbor Homes, Inc 30.4% 10,931,955 2 2 0% VIA Holdings 3.2% 4,926,290 2 2 0% Wellogix Inc. 19.2% 5,000,000 2 2 0% Miscellaneous * 15,743,039 14,938,801 14,938,801 3% Total minority owned investments 65,578,659 40,091,731 40,091,731 8% TOTAL: ALL INVESTMENTS 101,643,379 443,927,522 485,177,557 100% * Very limited transparency makes it difficult to analyze the “miscellaneous” category of investments. They appear to be early stage investments in “seed” funds and other early stage opportunities. What may come out of these ventures? It is impossible to know but at the current price of Capital Southwest stock, we are not “paying” for any of this. Source: Company filings, Ravi Nagarajan analysis, assumptions and estimates, The Manual of Ideas. © 2008-2012 by BeyondProxy LLC. All rights reserved. February 2012 – Page 39 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors Career Education (CECO) – AQR, Blum, Independent Franchise, Kornitzer Services: Schools, Member of S&P SmallCap 600 Hoffman Estates IL, 847-781-3600 Trading Data www.careered.com Consensus EPS Estimates Price: $10.45 (as of 1/20/12) 52-week range: $6.22–$27.60 Market value: $793 million Enterprise value: $345 million Shares outstanding: 75.9 million Ownership Data This quarter Next quarter FYE 12/31/11 Latest $0.26 0.32 2.19 Month Ago $0.26 0.32 2.19 Valuation # of Ests 13 10 8 P/E FYE 12/31/10 P/E FYE 12/31/11 P/E FYE 12/30/12 P/E FYE 12/30/13 EV/ LTM revenue FYE 12/30/12 0.94 0.94 14 EV/ LTM EBIT Insider ownership: <1% FYE 12/30/13 0.87 0.87 7 P / tangible book Insider buys (last six months): 0 LT growth Insider sales (last six months): 5 Institutional ownership: 100% -8.5% -8.5% EPS Surprise 11/1/11 Actual $0.26 5x 5x 11x 12x 0.2x 1x 1.7x Greenblatt Criteria 4 Estimate $0.34 LTM EBIT yield LTM pre-tax ROC 67% >100% Operating Performance and Financial Position ($ millions, except per share data) Revenue Gross profit Adjusted operating income Adjusted pretax income Adjusted net income Adjusted diluted EPS Shares out (avg) Cash from operations D&A Capex Free cash flow … % of revenue: Gross profit Adjusted operating income D&A Capex Cash, investments PP&E, net Total assets Tangible assets Total current liabilities Debt Tangible equity TBV / tangible assets TBV per share EBIT/capital employed 2004 1,729 1,171 292 296 180 1.77 102 376 58 143 233 2005 1,855 1,311 381 396 248 2.45 101 409 68 126 283 67.8% 16.9% 3.3% 8.3% 350 351 1,387 902 321 24 500 55% 4.92 >100% 70.7% 20.6% 3.7% 6.8% 401 349 1,495 1,027 327 17 568 55% 5.62 >100% Fiscal Years Ended December 31, 2006 2007 2008 1,766 1,652 1,651 1,223 1,077 1,054 257 150 122 278 173 141 185 120 101 1.93 1.28 1.12 96 94 90 210 222 187 73 73 71 70 58 54 141 165 133 69.3% 14.5% 4.1% 3.9% 448 352 1,420 1,036 312 15 599 58% 6.22 74% 65.2% 9.1% 4.4% 3.5% 389 336 1,378 954 376 14 462 48% 4.94 68% 63.8% 7.4% 4.3% 3.3% 494 303 1,418 1,002 352 2 532 53% 5.92 85% 2009 1,834 1,228 232 233 152 1.77 86 288 65 100 188 2010 2,124 1,485 318 319 238 2.98 80 272 71 144 128 LTME 9/30/11 2,015 1,364 307 310 230 2.94 78 264 83 130 134 FQE 9/30/10 524 366 40 41 28 0.36 79 170 18 52 119 FQE 9/30/11 431 276 16 16 11 0.15 74 95 22 32 63 67.0% 12.6% 3.6% 5.5% 485 304 1,564 1,006 442 3 364 36% 4.24 >100% 69.9% 15.0% 3.4% 6.8% 449 367 1,561 1,061 464 2 434 41% 5.43 >100% 67.7% 15.2% 4.1% 6.4% 449 361 1,532 1,042 414 1 457 44% 6.21 >100% 69.8% 7.6% 3.4% 9.8% 443 336 1,573 1,007 477 2 355 35% 4.50 >100% 63.9% 3.7% 5.2% 7.4% 449 361 1,532 1,042 414 1 457 44% 6.21 68% Ten-Year Stock Price Performance and Trading Volume Dynamics $80 $70 $60 $50 $40 $30 $20 $10 $0 Jan 03 Jan 04 © 2008-2012 by BeyondProxy LLC. All rights reserved. Jan 05 Jan 06 Jan 07 Jan 08 Jan 09 Jan 10 Jan 11 Jan 11 February 2012 – Page 40 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors BUSINESS OVERVIEW Career Education operates through six segments: Colorado Technical University (23% of TTM revenue): includes CTU schools (business, IT, health, protective services); 5 campuses; 80%+ online. Health Education (22%): includes Sanford-Brown schools; 39 campuses; <1% online. American InterContinental University (19%): includes AIU schools (business, IT, education, protective services); 5 campuses; 80%+ online. Culinary Arts (17%): includes Le Cordon Bleu schools; 18 campuses; <5% online. Art & Design (11% of revenue): includes IADT, Harrington, Collins and Brooks schools; 14 campuses; ~20% online. International (8% of revenue): includes schools in France, Italy, U.K. and Monaco; 13 campuses. INVESTMENT HIGHLIGHTS • Diversified education provider, with ~104,000 students enrolled as of 9/30/11, of whom: ~40% are 30+ years old; ~60% are in Associate/Certificate and ~40% in BA/higher programs; 8% are enrolled in non-U.S. schools. Both online and campus presence. • Recent valuation may overestimate regulatory challenges. The strong balance sheet, FCF generation and efforts to address U.S. regulatory shortcomings may help to preserve and grow equity value. • $25 million of trailing EBIT from international schools alone may justify total recent EV. Jan-Sep ‘11 new student starts at international operations are up 19% y-y. Int’l students totaled 8,400 as of 9/30/11, up 15% y-y. TTM Int’l EBIT is up ~30% since ‘09. • Net cash represents ~60% of recent market value. The company had $449 million of cash and no debt at 9/30/11, including $61 million of restricted cash. • Increased buyback plan by $100 million in November ‘11. The company bought back 6.2 million shares for $137 million ($22/share) in Jan-Sep 2011. INVESTMENT RISKS & CONCERNS • Improper placement determination practices confirmed at Health schools, with shortcomings also cited within Art & Design. While the segments account for ~35% of TTM revenue and ~20% of EBIT, a review is pending related to other U.S. segments. • Government investigations, including New York AG’s subpoena related to compliance with state consumer protection, securities, and other laws. • New student starts declined 22% y-y in 3Q11, due to new regulatory impacts and a weak economy. SELECTED OPERATING DATA1 1 2009 20% 11% 99% 1.8 2010 11% 16% 39%2 2.1 YTD 9/30/11 -12% -7% -20% 1.5 20% 22% 13% 20% 18% 7% 22% 21% 12% 21% 18% 6% 22% 20% 12% 22% 17% 7% 5% -2% 18% -2% 7% 87.7 22% 22% 10% 12% 4% 16% -2% 12% 105.3 29% 27% 12% 12% 1%2 16% -2% 15%2 116.8 26% 23% 12% 3% 12% 12% -1% 14% 104.4 6% 11% 5% 3% -4% 8% 16% 4% 4% -4% 8% 13% 3% 6% -7% 10% 14% 4% 5% -7% FYE December 31 ∆ enrollment (end) ∆ revenue ∆ EBIT Revenue ($bn) % of revenue by segment: Colorado Technical American InterContinental Art and design Health education Culinary arts International EBIT margin by segment: Colorado Technical American InterContinental Art and design Health education Culinary arts International Corporate EBIT margin Enrollment (end; ‘000s) Selected items as % of revenue: Net income Net cash from operations D&A Capex ∆ shares out (avg) 2008 -10% 0% -21% 1.7 Based on continuing operations. 2 • • 5% 19% 20% 7% 14% Excl. ~$70 million of impairments in 2010. Title IV represents ~82% of FY10 cash revenue at U.S. schools.* Title IV of the Higher Education Act of 1965 covers the administration of federal aid to students. Title IV reliance heightens regulatory risk. Recent management turnover, including CEO McCullough (52), who resigned in October 2011. CATALYSTS • Conclusion of placement review, NYAG inquiry • New CEO (to replace acting CEO & chairman Lesnik) • Potential stabilization in new student starts • Additional share buybacks (6.2 million in 1Q-3Q11) MAJOR HOLDERS Insiders 3% | Blum 21% | Independent Franchise Partners 8% RATINGS VALUE Intrinsic value materially higher than market value? DOWNSIDE PROTECTION Low risk of permanent loss? MANAGEMENT Capable and properly incentivized? FINANCIAL STRENGTH Solid balance sheet? MOAT Able to sustain high returns on invested capital? EARNINGS MOMENTUM Fundamentals improving? MACRO Poised to benefit from economic and secular trends? * Calculation is based on the 90/10 Rule, excluding temporary relief benefits. THE BOTTOM LINE As with most Title IV-dependent U.S. education providers, the key risk lies with the regulator. In the case of Career Education, this risk is heightened due to recently confirmed improper placement determination practices at certain schools. However, with the share price down by nearly 50% since October 2011, the market may be overestimating regulatory challenges and ignoring the strong balance sheet (with ~60% of market value in net cash), continued FCF generation, and a growing and profitable nonU.S. business. The latter alone may justify the recent total EV of ~$350 million (versus $2+ billion as recently as in mid-2010). © 2008-2012 by BeyondProxy LLC. All rights reserved. February 2012 – Page 41 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors CAREER EDUCATION – EQUITY FAIR VALUE UNDER SELECTED VALUATION SCENARIOS Conservative Base Case Aggressive Valuation methodology: Valuation methodology: Valuation methodology: Based on median consensus EPS estimate for the fiscal year ending December 30, 2012 Based on free cash flow for the twelve months ended September 30, 2011 Based on revenue for the twelve months ended September 30, 2011 and average EBIT margin for past seven fiscal years ▼ ▼ ▼ Consensus FY12 EPS estimate: $0.94 Operating cash flow: $264 million TTM net sales: $2.0 billion minus minus multiplied by Assumed haircut to FY12 consensus EPS estimate: 5% * $0.94 Capex: $130 million Average 7-year EBIT margin: 13.7% equals equals equals Free cash flow: $134 million Estimated EBIT: $276 million Revised FY12 EPS estimate: $0.89 divided by multiplied by Assumed fair value multiple of EBIT: 5x multiplied by Industry median FCF yield: 8.5% (*) Corresponding industry P/E: 15.4x (*) equals equals Industry FCF yield-implied fair value: $1.6 billion ($21 per share) Industry multiple-implied fair value: $1.0 billion ($14 per share) multiplied by Assumed CECO multiple as a percentage of the industry multiple: equals multiplied by Estimated fair enterprise value of Career Education: $1.4 billion Assumed required FCF yield as a percentage of the industry FCF yield: Cash, ST investments: $450 million plus 125% plus 90% (10.6% required FCF yield) (13.9x fair value P/E multiple) equals Long-term investments at fair value discount of 25%: $7.9 million equals Estimated fair value of the common equity of Career Education: Total debt: $1.2 million Estimated fair value of the common equity of Career Education: minus $1.3 billion, or $17 per share equals $940 million ($12 per share) (based on 76 million shares out) (based on 76 million shares out) 60% upside to the recent stock price ($10 per share) Estimated fair value of the common equity of Career Education: 18% upside to the recent stock price ($10 per share) $1.8 billion, or $24 per share (based on 76 million shares out) 132% upside to the recent stock price ($10 per share) (*) Represents Schools industry median multiple. Source: Company filings, The Manual of Ideas analysis, assumptions and estimates. CAREER EDUCATION – ANALYSIS OF SELECTED COMPARABLE COMPANIES Trading Data Stock Price ($) Low Apollo Group / APOL 55 Capella / CPLA 41 (Click to visit relevant websites) Corinthian / COCO ∆ to Reach 7-Year Public Market Valuation Tang. Book/ Operating Performance EPS Yield MV TTM FCF Yield TTM This FY Next FY LTM Rev./ EV ∆ Rev. % TTM Rev. Rev./ Empl. ($000) TTM Last Q Gross Profit Adj. EBIT High MV ($mn) EV ($mn) -39% 65% 6,902 5,815 15% 10% 7% 6% 7% 79% 83 -8% -11% 61% 23% -44% 138% 596 458 25% 11% 9% 9% 8% 95% 146 7% -3% 61% 21% 3 -57% 657% 244 414 77% -10% neg. 8% 11% 430% 160 -5% -17% 39% 4% DeVry / DV 41 -62% 84% 2,725 2,400 18% 9% 11% 9% 10% 91% 212 9% 0% 57% 21% Education Mgmt / EDMC 26 -70% 17% 3,261 4,271 n/m 8% 6% 5% 5% 68% 200 -9% 2% 48% 17% ITT Educational / ESI 66 -37% 103% 1,756 1,586 7% 26% 17% 16% 12% 97% 245 -1% -10% 64% 35% 113 -38% 133% 1,353 1,401 Strayer / STRA Median Career Edu. / CECO 10 -40% 308% 793 345 3% 8% 8% 8% 6% 46% 307 5% -8% 57% 30% 15% 9% 8% 8% 8% 91% 200 -1% -8% 57% 21% 58% 17% 20% 21% 9% 584% 232 -4% -18% 68% 15% Abbreviations: MV = market value | EV = enterprise value | TTM = trailing twelve months | FY = fiscal year | Empl. = employee | Rev. = revenue ∆ | = change Explanations: ∆ revenue = year-over-year change | EPS yield for this and next FY is based on consensus EPS estimates | EBIT adjusted for certain unusual items Source: Company and market data, The Manual of Ideas analysis. © 2008-2012 by BeyondProxy LLC. All rights reserved. February 2012 – Page 42 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors CAREER EDUCATION – NON-GAAP EBIT AND EPS, 2008–2010 1 ($ in millions, except per share amounts; shares in thousands) 1 2 We present non-GAAP financial measures as defined by management. Earnings per share based on continuing operations. 4Q10 includes a $67.8 million pretax trade name impairment within Culinary Arts. The $2.5 million asset impairment in 2009 resulted from the carrying value exceeding the fair value for one owned facility. In 2008, the company recorded $6.8 million in asset impairment charges related to the reduction in asset carrying value for a leased facility within Culinary Arts and the write off of a trade name within Health Education. 4 A $40.8 million charge was recorded in 2010 and $6.3 million, net in 2008 related to the settlements of legal matters within Culinary Arts and Health Education. 5 The 2009 performance-based comp related to plan outperformance by segment was: Corporate: $11.3 million, Health Education: $4.3 million, Culinary Arts: $2.1 million, Colorado Technical University: $1.9 million, American Intercontinental University: $1.8 million, and Art & Design: $1.7 million. 6 A $12.0 million payment) was received in the fourth quarter 2009 related to the termination of certain insurance policies. 7 Gain from Termination of Affiliate Relationship is recorded within other income on the consolidated statement of operations. Source: Company presentation dated May 10, 2011. 3 CAREER EDUCATION – DIVERSIFIED PORTFOLIO: UNIVERSITY CAREER EDUCATION – DIVERSIFIED PORTFOLIO: CAREER-FOCUSED Source: Company presentation dated May 10, 2011. Source: Company presentation dated May 10, 2011. CAREER EDUCATION – ALLOCATION OF FREE CASH FLOW Source: Company presentation dated May 10, 2011. © 2008-2012 by BeyondProxy LLC. All rights reserved. February 2012 – Page 43 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors Citi Trends (CTRN) – Franklin, MFS, Morgan Stanley, Rutabaga, Southpoint Services: Retail (Apparel) Savannah GA, 912-236-1561 Trading Data www.cititrends.com Consensus EPS Estimates Price: $9.45 (as of 1/20/12) 52-week range: $7.87–$25.20 Market value: $141 million Enterprise value: $108 million Shares outstanding: 14.9 million Ownership Data This quarter Next quarter FYE 1/31/12 Latest $0.35 0.74 0.18 Month Ago $0.35 0.74 0.18 Valuation # of Ests 8 3 3 FYE 1/30/13 0.49 0.49 8 Insider ownership: 2% FYE 1/30/14 n/a n/a n/a Insider buys (last six months): 1 LT growth Insider sales (last six months): 1 Institutional ownership: 100% 10.7% EPS Surprise 11/22/11 12.3% Actual -$0.38 P/E FYE 1/31/11 P/E FYE 1/31/12 P/E FYE 1/30/13 P/E FYE 1/30/14 EV/ LTM revenue EV/ LTM EBIT 21x P / tangible book 0.7x Greenblatt Criteria 3 Estimate -$0.37 7x 53x 19x n/a 0.2x LTM EBIT yield LTM pre-tax ROC 5% 4% Operating Performance and Financial Position ($ millions, except per share data) Revenue Gross profit Adjusted operating income Adjusted net income Adjusted diluted EPS Shares out (avg) Cash from operations D&A Capex Free cash flow … % of revenue: Gross profit Adjusted operating income D&A Capex Cash, investments Inventory PP&E, net Tangible assets Total current liabilities Debt Total liabilities Tangible equity TBV / tangible assets TBV per share EBIT/capital employed 2005 203 76 13 7 0.78 9 13 0 9 4 2006 290 111 21 14 1.22 12 28 6 12 16 37.4% 6.1% 0.0% 4.2% 12 36 18 69 37 7 47 22 32% 2.41 60% 38.2% 7.3% 2.1% 4.0% 64 54 23 146 60 1 64 82 56% 7.01 96% Fiscal Years Ended January 29, 2007 2008 2009 382 438 488 146 159 186 30 19 23 21 14 17 1.58 1.01 1.22 14 14 14 19 17 41 8 13 16 16 30 24 3 -14 17 38.3% 7.9% 2.2% 4.1% 74 73 35 191 66 5 74 117 61% 8.61 82% 36.3% 4.3% 2.9% 6.9% 62 82 52 209 64 3 72 137 65% 9.80 28% 38.2% 4.7% 3.3% 5.0% 34 86 59 239 74 1 83 157 65% 11.10 28% 2010 552 213 29 20 1.36 14 41 18 22 19 2011 623 239 31 21 1.44 15 24 21 41 -17 LTME 10/29/11 635 234 8 7 0.48 15 26 24 46 -20 FQE 10/30/10 140 52 -1 0 -0.01 15 -3 5 11 -13 FQE 10/29/11 143 48 -11 -6 -0.42 15 -6 7 11 -17 38.6% 5.3% 3.3% 4.0% 96 101 64 279 89 0 99 180 65% 12.52 33% 38.4% 5.0% 3.3% 6.6% 70 121 85 305 92 0 102 203 67% 14.02 28% 36.8% 1.2% 3.8% 7.2% 33 127 95 307 93 0 106 201 66% 13.77 4% 36.9% -0.5% 3.6% 7.6% 74 115 77 292 87 0 97 195 67% 13.39 -3% 33.7% -7.9% 4.5% 7.4% 33 127 95 307 93 0 106 201 66% 13.77 -27% Ten-Year Stock Price Performance and Trading Volume Dynamics $70 $60 $50 $40 $30 $20 $10 $0 Jan 06 © 2008-2012 by BeyondProxy LLC. All rights reserved. Jan 07 Jan 08 Jan 09 Jan 10 Jan 11 Jan 11 February 2012 – Page 44 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors BUSINESS OVERVIEW Citi Trends is a U.S. retailer of urban fashion apparel. The company’s predecessor was founded in 1946 and grew into a chain of family apparel stores operating in the Southeast. In 1999, the company, then consisting of 85 stores, was bought by PE firm Hampshire Equity Partners. After growing from 85 to 212 stores, Citi Trends completed an IPO in May 2005. SELECTED OPERATING DATA FYE January 29 2007 2008 ∆ stores (end) 18% 15% ∆ comparable store sales 8% 1% ∆ revenue 32% 15% ∆ gross profit 32% 9% ∆ assets 30% 9% ∆ book value 41% 17% ∆ BV per share 22% 14% New stores opened 42 42 Stores closed 0 0 Stores in existence (end) 277 319 Selling sq. ft. (end) (mn) 2.6 3.2 Avg sales per store ($mn) 1.5 1.5 Revenue ($mn) 382 438 % of sales by merchandise: Women’s 36% 35% Children’s 26% 27% Men’s 22% 22% Accessories 14% 14% Home décor 2% 2% Selected items as % of revenue: Gross profit 38% 36% EBIT (adjusted)1 8% 4% Net income (adjusted)1 6% 3% D&A 2% 3% Capex 4% 7% Industry gross margin3 38% 38% Industry EBIT margin3 7% 4% Tangible assets ($mn) 191 209 Selected items as % of tangible assets: Cash, investments 39% 30% Receivables 0% 0% Inventory 38% 39% LT investments 0% 0% PP&E, net 18% 25% Payables 25% 21% ST debt 1% 1% LT debt 2% 1% Tangible equity 61% 65% Return on equity (ROE) 21% 11% ROE – industry median3 18% 10% Trailing P/E (end) 10x 15x Forward P/E (end) 15x 12x Diluted EPS (cont.) ($) 1.51 1.00 BV per share (end) ($) 9 10 Share price (end) ($) 15 15 Shares out (avg) (mn) 13.6 14.0 ∆ shares out (avg) 15% 3% INVESTMENT HIGHLIGHTS • Value-priced retailer of urban fashion apparel and accessories for the family. Citi Trends offers apparel from recognized brands as well as private label apparel, accessories, and home décor. The merchandise appeals mostly to African-Americans (70% of shoppers). It is priced at discounts to department and specialty stores’ regular prices of up to 60%. Stores average 10,600 square feet of selling space and are in shopping centers convenient to low- to moderate-income customers. In 2010, Citi Trends opened 60 new stores and closed two stores. It operated 507 stores nationwide as of October 29. • Off-price apparel is $17+ billion market; urban apparel is $10 billion market (with some overlap between the two). African-Americans are a growing demographic with $1+ trillion of income. They spend 3.9% of income on apparel vs. 3.0% average. • Solid store economics (browse forward two pages) INVESTMENT RISKS & CONCERNS • Continuing to open stores despite negative SSS. While comparable store sales fell 9% YTD 2011, the company opened 25 net stores in 3Q11. It is not clear that opening new stores amid SSS declines is the best use of capital. With shares at 0.7x tangible book, repurchasing stock may be a better option. • Accessories account for 17% of sales, suggesting that the company may have few new-product levers to pull to boost comparable store sales. (Adding accessories is usually an easy way to increase SSS, but Citi Trends may have exhausted this option.) • Expansion beyond Southeast may fail. Citi Trends has expanded to California, the Midwest and select Northeastern states in the last seven years, but it’s unclear whether the expansion will succeed. POTENTIAL CATALYSTS • Stabilization and renewed growth in SSS • Operating margin expansion beyond 5% MAJOR HOLDERS CEO <1% | Other insiders 2% | MFS 14% | FMR 12% | Invesco 10% | MS 8% | Southpoint 6% | Rutabaga 4% 1 2 3 2009 12% 0% 12% 17% 15% 15% 13% 39 1 357 3.7 1.4 488 2010 13% 1% 13% 14% 16% 15% 13% 49 3 403 4.2 1.5 552 2011 14% -2% 13% 12% 9% 13% 12% 60 2 461 4.9 1.4 623 YTD 10/29/11 11% -9% 3% -3% 5% 3% 3% 50 4 507 n/a1 n/a 463 35% 29% 22% 12% 2% 34% 29% 21% 14% 2% 33% 28% 20% 17% 2% n/a n/a n/a n/a n/a 38% 5% 4% 3% 5% 37% 4% 239 39% 5% 4% 3% 4% 38% 4% 279 38% 5% 3% 3% 7% 38% 5% 305 36% -1% -1% 4% 7% 38% 3% 307 14% 0% 36% 18% 25% 22% 1% 0% 65% 12% 10% 23x 20x 1.20 11 28 14.1 1% 34% 0% 36% 0% 23% 23% 0% 0% 65% 11% 11% 18x 17x 1.36 13 25 14.4 2% 23% 0% 40% 3% 28% 22% 0% 0% 67% 11% 14% 6x 49x 1.44 14 9 14.5 1% 11% 3% 41% 6% 31% 21% 0% 0% 66% -1% 15% n/m 30x -0.32 14 12 14.6 1% Store selling square footage increased 11.8% year-over-year as of FQ3-end. Adjusted for unusual items of -$2.3 million YTD 10/29/11. Retail (Apparel) industry median. RATINGS VALUE Intrinsic value materially higher than market value? DOWNSIDE PROTECTION Low risk of permanent loss? MANAGEMENT Capable and properly incentivized? FINANCIAL STRENGTH Solid balance sheet? MOAT Able to sustain high returns on invested capital? EARNINGS MOMENTUM Fundamentals improving? MACRO Poised to benefit from economic and secular trends? THE BOTTOM LINE Urban apparel retailer Citi Trends has experienced impressive growth over the past decade, growing sales from $98 million in FY01 to $623 million in FY10, recording double-digit annual SSS growth in the first half of the decade. SSS have stagnated since then and are down 9% YTD 2011, but management has continued growing the store footprint beyond the company’s traditional base in the Southeastern U.S. Citi Trends seems to have attractive store economics, and the shares are cheap at 0.7x tangible book value and 0.2x EV to sales. With $33 million of cash and no debt, Citi Trends deserves a look. © 2008-2012 by BeyondProxy LLC. All rights reserved. February 2012 – Page 45 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors CITI TRENDS – EQUITY FAIR VALUE UNDER SELECTED VALUATION SCENARIOS Conservative Base Case Aggressive Valuation methodology: Valuation methodology: Valuation methodology: Based on median consensus EPS estimate for the fiscal year ending January 28, 2013 Based on revenue for the twelve months ended October 29, 2011 and average EBIT margin for past seven fiscal years Based on average diluted EPS from continuing operations for the past seven fiscal years ▼ ▼ ▼ Consensus FY12 EPS estimate: $0.49 TTM net sales: $630 million average of minus multiplied by FY05 continuing ops EPS: $0.67 Assumed haircut to FY12 consensus EPS estimate: 10% * $0.49 Average 7-year EBIT margin: 5.8% FY06 continuing ops EPS: $1.09 equals FY07 continuing ops EPS: $1.51 equals Estimated EBIT: $37 million FY08 continuing ops EPS: $1.00 Revised FY12 EPS estimate: $0.44 multiplied by FY09 continuing ops EPS: $1.20 multiplied by FY10 continuing ops EPS: $1.36 Corresponding industry P/E: 13.7x (*) Assumed fair value multiple of EBIT: 5x equals equals equals Industry multiple-implied fair value: $90 million ($6.00 per share) Estimated fair enterprise value of Citi Trends: $185 million Average seven-year EPS: $1.18 multiplied by plus Assumed CTRN multiple as a percentage of the industry multiple: Cash, ST investments: $33 million Assumed adjustment to average seven-year EPS: 10% * $1.18 plus equals 80% Long-term investments at fair value discount of 50%: $9.9 million Revised “normalized” EPS: $1.30 (11.0x fair value P/E multiple) equals minus Assumed fair value P/E: 15x Estimated fair value of the common equity of Citi Trends: Total debt: $0 equals equals $72 million ($4.80 per share) Estimated fair value of the common equity of Citi Trends: Estimated fair value of the common equity of Citi Trends: (based on 15 million shares out) 49% downside from the recent stock price ($9.50 per share) FY11 continuing ops EPS: $1.44 minus multiplied by $291 million ($19 per share) $228 million, or $15 per share (based on 15 million shares out) (based on 15 million shares out) 106% upside to the recent stock price ($9.50 per share) 61% upside to the recent stock price ($9.50 per share) (*) Represents Retail (Apparel) industry median multiple. Source: Company filings, The Manual of Ideas analysis, assumptions and estimates. CITI TRENDS – ANALYSIS OF SELECTED COMPARABLE COMPANIES (Click to visit relevant websites) Price ($) Trading Data % ∆ to 7-Year MV Low High ($mn) -83 0 2,716 EV ($mn) Tang. Book/ MV Public Market Valuation EPS Yield TTM FCF This Next Yield TTM FY FY LTM Rev./ EV Rev./ Empl. ($000) Operating Performance ∆ Rev. % TTM Rev. Last Gross Adj. TTM Q Profit EBIT Tang. Equity/ Tang. Assets Ascena / ASNA 35 2,426 28% 6% 6% 7% 8% 122% 330 11% 8% 42% 10% 53% Cato / CATO 26 -56 19 755 512 48% 7% 8% 8% 9% 182% 97 -21% -2% 38% 10% 67% 5 -91 218 571 556 38% 9% neg. 1% 4% 361% 335 -1% -7% 50% 1% 25% Kohl’s / KSS 47 -49 68 12K 15K 54% 10% 9% 9% 10% 122% 649 4% 4% 38% 12% 44% Macy’s / M 35 -86 32 15K 21K 10% 7% 8% 8% 9% 125% 156 6% 4% 40% 9% 8% Ross / ROST 52 -79 1 12K 12K 12% 3% 5% 6% 6% 73% 597 9% 9% 27% 12% 45% Target / TGT 50 -50 41 34K 52K 45% 3% 9% 8% 9% 134% 195 3% 5% 31% 8% 32% TJX / TJX 67 -73 1 25K 25K 12% 4% 5% 6% 7% 92% 137 6% 5% 27% 10% 36% Wal-Mart / WMT 61 -31 5 209K 261K 22% 5% 7% 7% 8% 169% 210 5% 8% 25% 6% 27% 28% 6% 7% 7% 8% 125% 210 5% 5% 38% 10% 36% 142% -14% 3% 2% 5% 588% 276 2% 2% 37% 1% 66% Charming / CHRS Median Citi / CTRN 9 -26 512 141 108 Abbreviations: MV = market value | EV = enterprise value | TTM = trailing twelve months | FY = fiscal year | Empl. = employee | Rev. = revenue | ∆ = change Explanations: ∆ revenue = year-over-year change | EPS yield for this and next FY is based on consensus EPS estimates | EBIT adjusted for certain unusual items Source: Company and market data, The Manual of Ideas analysis. © 2008-2012 by BeyondProxy LLC. All rights reserved. February 2012 – Page 46 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors CITI TRENDS – MANAGEMENT’S COMPETITIVE MATRIX CITI TRENDS – STORE-LEVEL ECONOMICS 1 Source: Company presentation, accessed online on January 15, 2012. Total store investment does not reflect the benefit of landlord reimbursements for tenant improvements. First 12 months results for the 249 new stores opened in FY 2005-2010 that have now been open at least 12 months. 3 Total store investment reflects the benefit of landlord reimbursements for tenant improvements. Source: Company presentation, accessed online on January 15, 2012. 2 CITI TRENDS – CHANGE IN COMPARABLE STORE SALES Source: Company presentation, accessed online on January 15, 2012. CITI TRENDS – ROOM FOR GROWTH? Source: Company presentation, accessed online on January 15, 2012. © 2008-2012 by BeyondProxy LLC. All rights reserved. February 2012 – Page 47 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors Cray (CRAY) – CI Global, DFA, Paradigm, Royce, Wells Fargo Technology: Computer Hardware Seattle WA, 206-701-2000 Trading Data www.cray.com Consensus EPS Estimates Price: $7.11 (as of 1/20/12) 52-week range: $4.96–$8.38 Market value: $258 million Enterprise value: $170 million Shares outstanding: 36.3 million Ownership Data This quarter Next quarter FYE 12/31/11 Latest $0.42 -0.09 -0.24 Month Ago $0.70 -0.09 0.32 Valuation # of Ests 2 1 1 FYE 12/30/12 0.44 0.24 2 Insider ownership: 4% FYE 12/30/13 n/a n/a n/a Insider buys (last six months): 7 LT growth n/a Insider sales (last six months): 0 Institutional ownership: 75% EPS Surprise 11/1/11 n/a Actual -$0.35 P/E FYE 12/31/10 P/E FYE 12/31/11 P/E FYE 12/30/12 P/E FYE 12/30/13 EV/ LTM revenue EV/ LTM EBIT 4x P / tangible book 2.0x Greenblatt Criteria n/a Estimate -$0.48 17x n/m 16x n/a 0.5x LTM EBIT yield LTM pre-tax ROC 22% >100% Operating Performance and Financial Position ($ millions, except per share data) Revenue Gross profit R&D Adjusted operating income Adjusted net income Adjusted diluted EPS Shares out (avg) … % of revenue: Gross profit R&D Adjusted operating income Cash, investments Receivables Inventory Total current assets PP&E, net Intangible assets Total assets Tangible assets Payables Total current liabilities Debt Total liabilities Tangible equity TBV / tangible assets TBV per share 2004 146 11 53 -96 -156 -7.47 21 2005 201 33 42 -51 -55 -2.46 22 7.8% 36.6% -66.1% 76 33 72 198 37 67 311 244 24 104 80 189 56 23% 2.66 16.2% 20.7% -25.4% 46 55 68 172 31 61 273 212 15 120 80 207 5 2% 0.21 Fiscal Years Ended December 31, 2006 2007 2008 221 186 283 64 66 111 29 38 52 -6 -10 18 -15 -11 14 -0.66 -0.33 0.42 23 32 33 28.9% 13.1% -2.7% 115 45 59 246 22 63 338 275 23 110 80 196 79 29% 3.44 35.2% 20.4% -5.1% 169 24 56 263 17 70 356 286 14 112 80 208 79 27% 2.47 39.3% 18.3% 6.3% 78 96 80 287 18 2 314 312 17 172 26 194 118 38% 3.63 2009 284 106 63 0 -1 -0.02 34 2010 319 110 44 18 15 0.44 34 LTME 9/30/11 364 141 53 40 37 1.08 35 FQE 9/30/10 43 11 19 -19 -19 -0.55 34 FQE 9/30/11 37 16 18 -12 -12 -0.33 35 37.3% 22.1% -0.1% 108 38 29 186 20 2 224 222 19 87 0 100 123 55% 3.65 34.4% 13.7% 5.5% 57 106 49 223 18 2 261 259 20 97 0 115 144 56% 4.19 38.6% 14.6% 10.9% 88 26 95 221 17 2 256 254 51 110 0 122 132 52% 3.74 25.0% 43.5% -43.2% 68 31 149 266 19 2 302 301 42 196 0 209 92 30% 2.66 44.4% 48.8% -31.6% 88 26 95 221 17 2 256 254 51 110 0 122 132 52% 3.74 Ten-Year Stock Price Performance and Trading Volume Dynamics $60 $50 $40 $30 $20 $10 $0 Jan 03 Jan 04 © 2008-2012 by BeyondProxy LLC. All rights reserved. Jan 05 Jan 06 Jan 07 Jan 08 Jan 09 Jan 10 Jan 11 Jan 11 February 2012 – Page 48 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors BUSINESS OVERVIEW Cray provides high-performance computing (HPC) systems. SELECTED OPERATING DATA FYE December 31 2006 2007 ∆ revenue – product 7% -18% ∆ revenue – service 19% -9% ∆ revenue 10% -16% ∆ gross profit 96% 3% ∆ assets 24% 5% ∆ book value 115% 5% ∆ BV per share 108% -25% Revenue ($mn) 221 186 U.S. gov’t % of revenue 48% 60% % of revenue by type: Product 74% 72% Service 26% 28% % of revenue by segment: Products n/a n/a Custom engineering n/a n/a Maintenance, support n/a n/a Gross margin by segment: Products n/a n/a Custom engineering n/a n/a Maintenance, support n/a n/a % of product revenue by geography: U.S. 47% 63% Other countries 53% 37% % of service revenue by geography: U.S. 65% 60% Other countries 35% 40% Selected items as % of revenue: Gross profit 29% 35% R&D 13% 20% EBIT (adjusted)1 -3% -5% Net income (adjusted)1 -7% -6% D&A 7% 7% Capex 1% 2% Tangible assets ($mn) 275 286 Selected items as % of tangible assets: Cash, investments 42% 59% Receivables 16% 8% Inventory 21% 19% PP&E, net 8% 6% Payables 8% 5% Debt 29% 28% Tangible equity 29% 27% BV per share (end) ($) 6 5 Share price (end) ($) 6 2 Volume (mn shares) 92 53 Shares out (avg) (mn) 23 32 ∆ shares out (avg) 3% 40% INVESTMENT HIGHLIGHTS • Cray supercomputers perform “far beyond” typical server-based systems and address tough scientific, engineering and national security problems. Purpose-built for supercomputers, Cray high-end systems balance capable processors, dense design, scalable system software and high-speed interconnect and communications capabilities. • HPC technical server market size growing from $8.6 billion in 2009 to $10.5 billion in 2012, with the supercomputer segment growing from $3.4 billion to $3.9 billion during the same time period, according to IDC. The supercomputer segment is expected to have a CAGR of 6.5% from 2009-’14. • Management’s strategy is to gain share in the high-end supercomputer market, grow its custom engineering business, and sell Cray XE6m systems. Cray sells to government agencies, academic institutions and commercial entities that need highend computing. The U.S. government accounted for 81%, 72% and 62% of revenue in 2008, 2009 and 2010, respectively. Cray employs a direct salesforce and has systems installed at 100+ sites worldwide. • Guiding for “solidly profitable” 2012, with expected revenue of $400-$420 million, 25% of which should be recognized in Q1 and much of the remainder in Q4. Managements expects gross margin of ~35% and opex of $120 million in 2012. INVESTMENT RISKS & CONCERNS • Are supercomputers going away over time? While computing requirements are increasing steadily due to an explosion of digital data, most entities might save money by using many off-theshelf systems, powered by software, to do the job of a few supercomputers. Google’s search engine is highly data-intensive, yet Google uses cheap components instead of expensive high-end systems. • Budget cuts would negatively affect Cray, as the U.S. government accounts for two-thirds or more of revenue. DoD budget cuts, in particular, are a risk. • Failed to complete acceptance process on Cray XK6 upgrade at Oak Ridge National Laboratory in Q4, forcing management to lower guidance. The completion of system acceptances was impacted by “further supply issues related to a key component.” Cray does expect acceptance at Oak Ridge in Q1. POTENTIAL CATALYSTS • Near-doubling of revenue in 2012 • Return to “solid” profitability in 2012 1 2008 64% 21% 52% 70% -12% -19% -21% 283 81% 2009 -9% 33% 0% -5% -29% 3% 0% 284 72% YTD 2010 9/30/11 20% 92% -5% 10% 12% 45% 4% 107% 16% -16% 17% 43% 15% 40% 319 145 62% 70% 77% 23% 70% 30% 75% 25% 56% 44% 77% 3% 20% 69% 11% 20% 63% 19% 18% 52% 15% 33% 39% 47% 39% 34% 42% 45% 36% 23% 42% 33% 49% 50% 89% 11% 76% 24% 64% 36% 77% 23% 64% 36% 76% 24% 73% 27% 70% 30% 39% 18% 6% 5% 4% 2% 312 37% 22% 0% 0% 3% 3% 222 34% 14% 5% 5% 3% 1% 259 41% 30% -10% -10% 4% 3% 254 25% 31% 26% 6% 5% 8% 38% 4 6 64 33 2% 49% 17% 13% 9% 8% 0% 55% 4 7 76 34 3% 22% 41% 19% 7% 8% 0% 56% 4 7 48 34 2% 35% 10% 37% 7% 20% 0% 52% 4 5 34 35 2% Adjusted for items of -$1.3 million in ‘06, -$55 million in ‘08, -$1.9 million YTD. MAJOR HOLDERS CEO Ungaro 1% | Other insiders 4% | Wells Fargo 16% | Paradigm 6% | Royce 4% | DFA 2% | CI Global 2% RATINGS VALUE Intrinsic value materially higher than market value? DOWNSIDE PROTECTION Low risk of permanent loss? MANAGEMENT Capable and properly incentivized? FINANCIAL STRENGTH Solid balance sheet? MOAT Able to sustain high returns on invested capital? EARNINGS MOMENTUM Fundamentals improving? MACRO Poised to benefit from economic and secular trends? THE BOTTOM LINE Cray is a leading systems provider in the supercomputer niche, which caters to entities with high computing performance requirements. While it’s impossible to predict how the supercomputer market may evolve over time, Cray’s revenue should grow strongly in 2012. A strong balance sheet and profitable operations in 2012 make Cray interesting, if not compelling. © 2008-2012 by BeyondProxy LLC. All rights reserved. February 2012 – Page 49 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors CRAY – EQUITY FAIR VALUE UNDER SELECTED VALUATION SCENARIOS Conservative Base Case Aggressive Valuation methodology: Valuation methodology: Valuation methodology: Based on median consensus EPS estimate for the fiscal year ending December 30, 2012 Based on free cash flow for the twelve months ended September 30, 2011 Based on tangible book value as of September 30, 2011 ▼ ▼ ▼ Consensus FY12 EPS estimate: $0.44 Operating cash flow: $22 million Book value: $134 million minus minus minus Assumed haircut to FY12 consensus EPS estimate: 5% * $0.44 Capex: $4.8 million Intangibles: $1.6 million equals equals Tangible book value: $132 million equals Free cash flow: $17 million Revised FY12 EPS estimate: $0.42 divided by multiplied by multiplied by Industry median FCF yield: 7.6% (*) Industry price to book: 1.7x (*) (†) Corresponding industry P/E: 11.7x (*) equals equals equals Industry FCF yield-implied fair value: $224 million ($6.20 per share) Industry multiple-implied fair value: $222 million ($6.10 per share) multiplied by multiplied by Assumed required FCF yield as a percentage of the industry FCF yield: Assumed CRAY multiple as a percentage of the industry multiple: Industry multiple-implied fair value: $177 million ($4.90 per share) multiplied by Assumed CRAY multiple as a percentage of the industry multiple: 100% 120% 100% (7.6% required FCF yield) (2.0x multiple of tangible book) (11.7x fair value P/E multiple) equals equals equals Estimated fair value of the common equity of Cray: Estimated fair value of the common equity of Cray: $224 million, or $6.20 per share $267 million ($7.30 per share) $177 million ($4.90 per share) (based on 36 million shares out) (based on 36 million shares out) (based on 36 million shares out) 13% downside from the recent stock price ($7.10 per share) 3% upside to the recent stock price ($7.10 per share) Estimated fair value of the common equity of Cray: 31% downside from the recent stock price ($7.10 per share) (*) Represents Computer Hardware industry median multiple. (†) In order to be conservative, we apply the industry median multiple of book value to the company’s tangible book value. Source: Company filings, The Manual of Ideas analysis, assumptions and estimates. © 2008-2012 by BeyondProxy LLC. All rights reserved. February 2012 – Page 50 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors Crimson Exploration (CXPO) – America Capital Energy, DFA, Oaktree Energy: Oil & Gas Operations Houston TX, 713-236-7400 Trading Data www.crimsonexploration.com Consensus EPS Estimates Price: $2.67 (as of 1/20/12) 52-week range: $2.00–$4.45 Market value: $121 million Enterprise value: $304 million Shares outstanding: 45.1 million Ownership Data Valuation This quarter Next quarter FYE 12/31/11 Latest -$0.05 -0.04 -0.10 Month Ago -$0.05 -0.05 -0.10 # of Ests 7 6 4 P/E FYE 12/31/10 P/E FYE 12/31/11 P/E FYE 12/30/12 P/E FYE 12/30/13 EV/ LTM revenue n/m n/m n/m 17x 2.7x FYE 12/30/12 -0.02 -0.02 8 EV/ LTM EBIT n/m Insider ownership: 3% FYE 12/30/13 0.16 0.25 4 P / tangible book 0.7x Insider buys (last six months): 4 LT growth Insider sales (last six months): 2 Institutional ownership: 50% n/a EPS Surprise 11/9/11 n/a Actual $0.02 Greenblatt Criteria n/a Estimate -$0.06 LTM EBIT yield LTM pre-tax ROC -5% -4% Operating Performance and Financial Position ($ millions, except per share data) Revenue Gross profit Adjusted operating income Adjusted pretax income Adjusted net income Adjusted diluted EPS Shares out (avg) Cash from operations D&A Capex Free cash flow … % of revenue: Gross profit Adjusted operating income D&A Capex Cash, investments Total current assets PP&E, net Tangible assets Payables Short-term debt Long-term debt Tangible equity TBV / tangible assets TBV per share EBIT/capital employed 2004 11 6 2 -7 -4 -2.38 2 1 2 6 -6 2005 18 8 1 -4 -7 -2.47 3 4 3 11 -7 56.3% 17.9% 19.6% 54.5% 0 4 50 58 5 30 1 19 32% 10.09 30% 46.3% 6.8% 17.5% 61.0% 1 6 54 63 4 0 1 53 84% 19.75 1% Fiscal Years Ended December 31, 2006 2007 2008 22 110 187 14 83 147 1 38 89 7 4 116 2 -1 85 0.46 -0.12 15.88 3 4 5 14 70 144 4 31 51 22 313 200 -8 -243 -57 62.2% 3.7% 18.4% 100.5% 0 4 77 85 10 0 8 61 72% 18.97 -4% 75.4% 34.7% 28.1% 285.4% 5 37 357 399 41 0 260 70 17% 16.10 16% 78.7% 47.9% 27.0% 107.2% 0 46 449 512 48 0 277 122 24% 22.64 12% 2009 112 85 6 -44 -32 -4.06 8 10 53 21 -12 2010 97 75 8 -25 -9 -0.22 39 48 45 55 -7 LTME 9/30/11 115 95 21 -12 5 0.12 41 62 53 76 -14 FQE 9/30/10 25 18 2 -6 -4 -0.10 39 14 12 17 -3 FQE 9/30/11 29 26 8 6 5 0.12 45 20 13 18 2 75.8% 5.6% 47.4% 19.0% 0 25 393 425 20 0 193 183 43% 23.24 0% 77.2% 8.2% 46.6% 56.7% 0 28 380 413 31 0 172 184 44% 4.66 -4% 82.5% 18.2% 46.5% 66.7% 0 24 386 422 42 0 184 174 41% 3.86 -4% 74.3% 6.9% 49.0% 69.8% 0 27 398 430 33 0 196 174 40% 4.48 2% 89.3% 27.1% 46.0% 60.5% 0 24 386 422 42 0 184 174 41% 3.86 4% Ten-Year Stock Price Performance and Trading Volume Dynamics $25 $20 $15 $10 $5 $0 Dec 02 Dec 03 © 2008-2012 by BeyondProxy LLC. All rights reserved. Jan 05 Jan 06 Jan 07 Jan 08 Jan 09 Jan 10 Jan 11 Jan 11 February 2012 – Page 51 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors BUSINESS OVERVIEW Crimson is a natural gas and oil exploration and production company, with properties located primarily in Texas. INVESTMENT HIGHLIGHTS • Attractive U.S. assets, with 167 Bcfe of proved reserves (81% natural gas) and another 880 Bcfe of unproved reserve potential. Daily production is ~45 mmcfe, with 80% of operated by the company. Crimson expects proved reserves to grow from 167 Bcfe at yearend 2010 to 184 Bcfe at yearend 2011. • Production mix to be 50/50 crude oil/natural gas by mid-2012, compared to 1Q11 production mix of 30% oil and NGLs. Production rose 23% in 3Q11. Crimson expects flat overall production in 2012. • $85 million and $74 million capex budget for 2011 and 2012, focused on South, Southeast and East Texas (10 net wells each year). The goal is to preserve majority-controlled East Texas acreage. • Strong hedge position on 2011-12 production. Crimson has sufficient liquidity for strategic plan, including $85 million availability on revolver. The company has no near-term debt maturities. • Large, long-term shareholder in Oaktree (34%). In addition, Crimson raised $30 million at $5 per share from Chinese investor ACEC in late 2010. INVESTMENT RISKS & CONCERNS • Natural gas weighting hurts near-term results, but could drive upside if demand for natural gas increases materially due to the low cost versus oil. • East Texas lease expirations may be motivating Crimson to drill in order to keep leases despite the risk of low returns on capital in the near term. Drilling in the emerging East and South Texas plays carries greater risk than drilling in established plays. • Half of proved reserves are undeveloped. Large capex will be required to developed those reserves. • $180 million net debt vs. $60mn YTD EBITDAX SE Texas S. Texas E. Texas CO, other Total % Nat. Gas 28,262 71,024 59,336 7,876 166,498 57% 77% 100% 72% 81% % Proved Developed 86% 58% 16% 64% 48% Production, 2010 (Mcfe/d) 18,560 12,880 2,677 1,295 35,412 Net Acres 14,600 51,300 12,800 12,400 91,100 FYE December 31 2006 Revenue ($mn) 22 % of revenue by type: Natural gas 49% Crude oil 51% Natural gas liquids 0% Selected items as % of revenue: Lease operating expenses 35 G&A 40 EBIT (11) Net income (8) DD&A 18 Capex 101 Property acquisitions 0 Proved reserves (end): Natural gas (Bcf) 31 Crude oil (MMBbl) 3 Natural gas liquids (MMBbl) 0 Total developed (Bcfe) 41 Total undeveloped (Bcfe) 6 Developed as % of proved 88% PV-10 ($mn) 102 Est. reserve life (years) 17 Selected costs per Mcfe ($): Lease operating expenses 2.12 Production, ad valor. taxes 0.71 Exploration expenses 0.25 General and administrative 3.29 Opex (cash) 6.37 DD&A 1.51 Stock comp 1.44 Selected costs 9.32 Average sales prices (before hedging): Natural gas ($/Mcf) 6.76 Crude oil ($/Bbl) 63 Natural gas liquids ($/Bbl) n/m Average sales prices (after hedging): Natural gas ($/Mcf) 6.85 Crude oil ($/Bbl) 59 Natural gas liquids ($/Bbl) n/m Wells drilled and completed, net: Development 3.5 Exploratory 0.0 Dry 0.0 Employees (end) 33 21% ∆ shares out 2007 110 2008 187 2009 112 2010 97 62% 25% 13% 63% 23% 15% 64% 24% 12% 62% 23% 15% 11 13 31 (4) 28 54 231 11 12 25 22 27 76 31 15 17 (0) (34) 47 19 (0) 16 21 (15) (32) 47 57 0 91 3 4 98 33 75% 531 10 96 3 3 91 41 69% 291 7 70 2 3 69 29 70% 176 7 136 2 3 80 86 48% 240 13 0.91 0.88 0.24 1.10 3.13 2.33 0.36 5.81 1.08 0.85 0.52 0.88 3.33 2.63 0.28 6.24 1.16 0.48 0.18 1.10 2.92 3.57 0.16 6.65 1.16 0.47 0.07 1.45 3.15 3.48 0.14 6.77 6.78 74 50 8.92 101 53 3.97 57 31 4.35 79 41 7.48 66 50 8.86 84 53 6.86 84 31 6.45 85 41 1.1 1.7 0.7 67 34% 10.4 1.0 0.2 81 24% 2.0 0.5 0.4 74 46% 3.9 0.0 0.6 63 401% MAJOR HOLDERS CEO 2% | Other insiders 2% | Oaktree 34% | ACEC 13% SELECTED RESOURCE INFORMATION (as of December 31, 2010) Proved Reserves (MMcfe) SELECTED OPERATING DATA Identified Gross Drilling Locations 65 359 245 191 860 RATINGS VALUE Intrinsic value materially higher than market value? DOWNSIDE PROTECTION Low risk of permanent loss? MANAGEMENT Capable and properly incentivized? FINANCIAL STRENGTH Solid balance sheet? MOAT Able to sustain high returns on invested capital? EARNINGS MOMENTUM Fundamentals improving? MACRO Poised to benefit from economic and secular trends? THE BOTTOM LINE Crimson Exploration is a natural gas and oil E&P company with properties located primarily in Texas. Low natural gas prices have made Crimson a neglected equity, despite strong institutional support (Howard Marks’ Oaktree owns 34%). Proved reserves (81% natural gas) were 167 Bcfe at yearend 2010, valued at $359 million based on PV-10 using strip pricing, with another 880 Bcfe of unproved reserve potential. Under assumptions shown on the following page, management recently estimated equity fair value at nearly $16 per share. While uncertainty exists with regard to future drilling success and cash flow, we view Crimson as an investment in which future value creation is almost certain to accrue to the shareholders. © 2008-2012 by BeyondProxy LLC. All rights reserved. February 2012 – Page 52 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors CRIMSON EXPLORATION – EQUITY FAIR VALUE UNDER SELECTED VALUATION SCENARIOS Conservative Base Case Valuation methodology: Valuation methodology: Valuation methodology: Based on tangible book value as of September 30, 2011 Based on per-boe value assumptions for proved and potential reserves; minus net debt Based on median consensus EPS estimate for the fiscal year ending December 30, 2013 ▼ Consensus FY13 EPS estimate: $0.16 multiplied by Corresponding industry P/E: 10.5x (*) equals Industry multiple-implied fair value: $76 million ($1.70 per share) multiplied by Assumed CXPO multiple as a percentage of the industry multiple: 95% (10.0x fair value P/E multiple) equals Estimated fair value of the common equity of Crimson Exploration: $72 million ($1.60 per share) 40% downside from the recent stock price ($2.70 per share) ▼ Book value: $174 million minus Intangibles: $0 equals Tangible book value: $174 million multiplied by Industry price to book: 1.6x (*) (†) equals Aggressive ▼ Proved reserves, net: 28 million boe Potential reserves, net: 147 million boe multiplied by, respectively Assumed value of proved: $5 per boe Assumed value of potential: $2 per boe equals, respectively Value of proved reserves: $139 million Value of potential reserves: $293 million multiplied by minus Net debt: $184 million equals Assumed CXPO multiple as a percentage of the industry multiple: 75% (1.2x multiple of tangible book) Estimated fair value of the common equity of Crimson Exploration: $248 million, or $5.50 per share (based on 45 million shares out) equals 106% upside to the recent stock price ($2.70 per share) Industry multiple-implied fair value: $282 million ($6.20 per share) (*) Represents Oil & Gas Operations industry median multiple. Estimated fair value of the common equity of Crimson Exploration: $211 million ($4.70 per share) (based on 45 million shares out) (†) In order to be conservative, we apply the industry median multiple of book value to the company’s tangible book value. 75% upside to the recent stock price ($2.70 per share) Source: Company filings, The Manual of Ideas analysis, assumptions and estimates. CRIMSON EXPLORATION – MANAGEMENT ESTIMATE OF NET ASSET VALUE 1 Per SEC filings. 2 Includes 20 Bcfe of net unproved reserve potential in Niobrara. Does not include recent acreage acquisition in Madison County, TX. Source: Company presentation dated January 5, 2012. © 2008-2012 by BeyondProxy LLC. All rights reserved. February 2012 – Page 53 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors CRIMSON EXPLORATION – RESERVE SUMMARY 1 Based on 12/31/2010 SEC pricing. PV-10 value includes hedging effects. Reflects mostly oil potential with the conversion of barrels on a 6:1 basis. Source: Company presentation dated January 5, 2012. 2 CRIMSON EXPLORATION – CAPITAL EXPENDITURE BUDGET Source: Company presentation dated January 5, 2012. CRIMSON EXPLORATION – TRANSITIONING TO A BALANCED OIL/GAS PROFILE Source: Company presentation dated January 5, 2012. © 2008-2012 by BeyondProxy LLC. All rights reserved. February 2012 – Page 54 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors Daily Journal (DJCO) – Guerin Family, Charlie Munger, Roseman Wagner Services: Printing & Publishing Los Angeles CA, 213-229-5300 Trading Data www.dailyjournal.com Consensus EPS Estimates Price: $69.00 (as of 1/19/12) 52-week range: $62.54–$79.95 Market value: $95 million Enterprise value: $23 million Shares outstanding: 1.4 million This quarter Next quarter FYE 7/3/06 Ownership Data Valuation Latest n/a n/a n/a Month Ago n/a n/a n/a # of Ests n/a n/a n/a P/E FYE 7/3/05 P/E FYE 7/3/06 P/E FYE 7/3/07 P/E FYE 7/2/08 EV/ LTM revenue FYE 7/3/07 n/a n/a n/a EV/ LTM EBIT Insider ownership: <1% FYE 7/2/08 n/a n/a n/a P / tangible book Insider buys (last six months): 0 LT growth n/a Insider sales (last six months): 0 Institutional ownership: 6% n/a EPS Surprise n/a Actual n/a 2x 1.5x Greenblatt Criteria n/a Estimate n/a 12x n/a n/a n/a 0.7x LTM EBIT yield LTM pre-tax ROC 47% n/m Operating Performance and Financial Position ($ millions, except per share data) Revenue Gross profit Adjusted operating income Adjusted pretax income Adjusted net income Adjusted diluted EPS Shares out (avg) Cash from operations D&A Capex Free cash flow … % of revenue: Gross profit Adjusted operating income D&A Capex Cash, investments Receivables Total current assets PP&E, net Tangible assets Total current liabilities Debt Total liabilities Tangible equity TBV / tangible assets TBV per share 2005 33 31 5 5 4 2.97 1 4 1 1 4 2006 32 30 4 4 2 1.66 1 3 1 1 2 93.1% 13.5% 2.4% 1.8% 12 4 18 12 34 14 4 19 15 43% 9.98 92.9% 12.3% 2.8% 2.8% 10 5 16 12 36 14 4 19 17 48% 11.70 Fiscal Years Ended September 30, 2007 2008 2009 35 41 40 33 39 39 6 11 12 7 12 13 2 7 8 1.59 4.90 5.67 1 1 1 5 7 8 1 1 1 0 0 0 5 6 8 94.0% 17.1% 2.8% 1.1% 17 6 23 11 40 12 4 18 22 56% 15.35 94.8% 26.8% 2.5% 1.0% 22 9 32 11 46 13 0 17 30 64% 20.30 95.5% 30.2% 2.0% 0.5% 62 10 73 10 85 25 0 29 55 65% 39.26 2010 38 36 12 12 8 5.58 1 9 1 0 9 2011 35 33 11 12 8 5.65 1 10 1 0 10 LTME 9/30/11 35 33 11 12 8 5.65 1 10 0 0 10 FQE 9/30/10 9 9 3 3 2 1.45 1 2 0 0 2 FQE 9/30/11 8 8 2 3 2 1.38 1 3 0 0 3 96.0% 30.6% 1.6% 0.5% 67 9 77 10 89 23 0 28 61 68% 43.96 95.9% 31.3% 1.4% 0.3% 72 7 79 9 91 21 0 26 65 71% 47.01 95.9% 31.3% 1.2% 0.3% 72 7 79 9 91 21 0 26 65 71% 47.01 96.7% 31.9% 2.2% 2.2% 67 9 77 10 89 23 0 28 61 68% 43.96 96.3% 29.6% 1.2% 1.2% 72 7 79 9 91 21 0 26 65 71% 47.01 Ten-Year Stock Price Performance and Trading Volume Dynamics $90 $80 $70 $60 $50 $40 $30 $20 $10 $0 Jan 03 Jan 04 © 2008-2012 by BeyondProxy LLC. All rights reserved. Jan 05 Jan 06 Jan 07 Jan 08 Jan 09 Jan 10 Jan 11 Jan 11 February 2012 – Page 55 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors BUSINESS OVERVIEW Daily Journal publishes newspapers in California and Arizona with a focus on the legal profession. The company also supplies case management software through Sustain. SELECTED OPERATING DATA FYE September 30 2006 Revenue ($mn) 32.4 Change (y-y) -3% % of revenue by type: Advertising 53% Circulation 28% Info. systems & services 10% Adv. service fees & other 9% Revenue growth by type: Advertising 4% Circulation -5% Info. systems & services -26% Adv. service fees & other 1% Selected items as % of revenue: Salaries 51% Newsprint and printing 7% Outside services 11% Postage & delivery 5% General & administrative 11% D&A 3% Capex 3% Operating income 12% Net income 8% Free cash flow 1 6% Traditional segment 2: Revenues ($mn) 29.2 Net income ($mn) 3.4 Capex ($mn) 0.9 Total assets ($mn) 3 33.3 Sustain segment: Revenues ($mn) 3.1 Net income ($mn) -1.0 Capex ($mn) 0.0 Total assets ($mn) 2.5 Selected items as % of total assets: Cash and equivalents 2% Treasury notes and bills 25% Marketable securities 0% Accounts receivable 13% Property, plant, equipment 33% Selected paid circulation statistics: LA Daily Journal (copies) 8700 SF Daily Journal (copies) 4100 Annual subscription ($) 653 11.31 Tangible book value/share 0% ∆ shares outstanding INVESTMENT HIGHLIGHTS • Rising levels of foreclosures in Arizona and California boosted public notice advertising revenue in recent years. Such advertising is required by law in many jurisdictions and accounted for 58% of total fiscal 2011 revenue. • Despite lack of revenue growth and declining circulation, Daily Journal generated free cash flow of $50.2 million over the past ten years. Pricing power partially mitigated steep declines in circulation. Public notice ads and improved margins boosted net income and FCF in recent years. • Increase in book value driven by investments over the past three years. Chairman Munger* has deployed $31.6 million since early 2009 resulting in unrealized gains of $24.5 million as of 9/30/2011. • Efficient management and compensation system. CEO Salzman (72) also serves as President, CFO, Treasurer, and Assistant Secretary. ** Chairman Munger (88) is responsible for investments in consultation with Vice Chairman Guerin (82). *** INVESTMENT RISKS & CONCERNS • Core publishing business is in long-term secular decline. While pricing power driven by niche market dynamics has mitigated revenue declines, downward trend appears inexorable and irreversible. • Securities portfolio is not transparent and heavily concentrated. Consisting of stock of “two Fortune 200 companies and bonds of a third” purchased in Feb. 2009 and “shares of common stock in two foreign manufacturing companies” purchased in 2011, disclosure is very limited. 2007 35.1 8% 2008 40.6 16% 2009 40.4 0% 2010 37.6 -7% 2011 34.5 -8% 54% 25% 11% 9% 59% 21% 12% 9% 58% 19% 12% 10% 62% 19% 9% 11% 62% 20% 9% 10% 11% -3% 25% 9% 25% -4% 22% 7% -1% -8% 3% 15% -2% -10% -32% -2% -8% -4% -11% -14% 50% 6% 10% 5% 10% 3% 1% 26% 15% 13% 44% 5% 9% 4% 9% 2% 1% 27% 18% 15% 42% 5% 9% 4% 8% 2% 1% 30% 20% 20% 43% 4% 8% 4% 9% 2% 1% 30% 20% 24% 39% 4% 9% 4% 11% 2% 0% 31% 23% 30% 31.2 3.7 0.3 38.6 35.8 7.1 0.3 44.6 35.5 8.0 0.2 83.0 34.2 8.3 0.2 88.1 31.5 8.9 0.1 89.8 3.9 1.6 4 0.1 1.3 4.8 0.0 0.0 1.5 4.9 0.0 0.0 1.8 3.3 -0.6 0.0 0.8 3.0 -1.0 0.0 1.0 3% 39% 0% 14% 28% 2% 45% 0% 20% 23% 2% 8% 64% 12% 12% 4% 15% 56% 10% 11% 3% 14% 62% 7% 10% 8300 3900 667 7800 3700 680 6950 3200 693 6500 3100 707 6200 3000 721 0% 0% -4% -5% 0% 14.85 19.66 38.23 43.94 46.99 1 CATALYSTS • Cash or securities could be distributed without adversely impacting the operating business. MAJOR HOLDERS Guerin 18% | Munger 9% | RWWM 11% | CEO Salzman 2% * Mr. Munger also serves as Vice Chairman of Berkshire. DJCO is not affiliated with Berkshire. For background on Mr. Munger’s involvement with Daily Journal, see Janet Lowe’s Damn Right!: http://amzn.to/zdTFfV ** Salzman holds “certificates” entitling him to 8.2% of income before taxes and certain other items. His base salary has been $250K since 1992. *** J.P. Guerin is one of the “Superinvestors” described in Warren Buffett’s famous 1984 article: http://www.tilsonfunds.com/superinvestors.html We thank Ravi Nagarajan for his analysis of Daily Journal. FCF = Net cash provided by operating activities – capex. 2 Traditional segment includes newspaper publishing & investment operations. 3 Assets used for investment purposes are included in the “traditional” segment. 4 Sustain’s 2007 reported net income included reversal of a $3m contingent liability established in 2001 related to possible action by outside contractor that never materialized. RATINGS VALUE Intrinsic value materially higher than market value? DOWNSIDE PROTECTION Low risk of permanent loss? MANAGEMENT Capable and properly incentivized? FINANCIAL STRENGTH Solid balance sheet? MOAT Able to sustain high returns on invested capital? EARNINGS MOMENTUM Fundamentals improving? MACRO Poised to benefit from economic and secular trends? THE BOTTOM LINE Despite recent tailwinds driven by high levels of foreclosure activity, Daily Journal’s core publishing business appears to be in a long term secular decline. However, due to profitable investments made by Charlie Munger near the bear market bottom in early 2009, the majority of Daily Journal’s intrinsic value is now attributable to its marketable securities portfolio. On a sum-of-the-parts basis, Daily Journal is intriguing if future declines in publishing are gradual. However, the potential for a steeper decline in publishing and Mr. Munger’s advanced age temper our enthusiasm for the stock at the current valuation. © 2008-2012 by BeyondProxy LLC. All rights reserved. February 2012 – Page 56 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors DAILY JOURNAL – EQUITY FAIR VALUE UNDER SELECTED VALUATION SCENARIOS Conservative Valuation Methodology Base Aggressive Sum-of-the-parts analysis: Traditional publishing, Sustain, and the investment portfolio are evaluated separately and combined to arrive at intrinsic value. Traditional publishing business: Average revenues: 1999 to 2011 thirteen years) Less estimated decline to “normalized” revenue level 32,400,000 20% 32,400,000 15% 32,400,000 10% “Normalized” Revenues Estimated normalized net margin 25,920,000 10% 27,540,000 13% 29,160,000 16% “Normalized” Net income Estimated P/E multiple 2,592,000 8.0 3,580,200 10.0 4,665,600 12.0 Valuation of traditional publishing business 20,736,000 35,802,000 55,987,200 Sustain business: Average revenues: 1999 to 2011 (thirteen years) Less estimated decline to “normalized” revenue level 3,400,000 50% 3,400,000 25% 3,400,000 0% “Normalized” Revenues Estimated P/S multiple 1,700,000 - 2,550,000 0.50 3,400,000 1.00 - 1,275,000 3,400,000 56,116,000 13,100,000 3,058,000 56,116,000 13,100,000 3,058,000 56,116,000 13,100,000 3,058,000 Valuation of Sustain business Marketable securities not used in operating business: Marketable securities held as of 9/30/2011 Treasury securities held as of 9/30/2011 Cash held as of 9/30/2011 Total cash and marketable securities as of 9/30/2011 Less: Liquidity required to operate Publishing and Sustain Deferred income taxes related to unrealized gains 72,274,000 72,274,000 72,274,000 (15,000,000) (9,772,000) (10,000,000) (9,772,000) (5,000,000) (9,772,000) Marketable securities available to shareholders, net 47,502,000 52,502,000 57,502,000 Daily Journal equity valuation Shares outstanding at 9/30/2011 68,238,000 1,380,746 49.42 89,579,000 1,380,746 116,889,200 1,380,746 64.88 84.66 2.6 4.4 6.9 Value per share P/E of publishing based on FY 11 adjusted net The valuation model is intended to separate Daily Journal into three distinct “sources of value”: (1) Traditional publishing; (2) Sustain; and (3) Cash and marketable securities in excess of the amount of liquidity required to conservatively run the operating businesses. Publishing has been in constant decline over the past decade (see circulation data sheet) but recent results have been good primarily due to advertising revenue driven by public notice ads in California’s distressed real estate economy. Foreclosure notices are required by law in many jurisdictions. Daily Journal’s revenues are very likely to decline in a more “normal” environment. Therefore, a decline estimate is baked into all three scenarios relative to the twelve year average revenue level which approximates 2011 FY revenue. The normalized net margin is also lower than recent years to account for lower high-margin ad revenues when the real estate market normalizes. As a result, normalized net income is substantially lower in all three scenarios vs. recent segment net income. Assuming that recent segment net income approximates “normalized” conditions would produce a much higher segment valuation for publishing but seems imprudent in light of the secular deterioration in the underlying business. Whether Sustain has any value at all is debatable. The conservative scenario assigns no value, the base assigns 50% of revenue and the aggressive assigns 100% of revenue with the idea that a “strategic” buyer may emerge. Sustain may actually have negative value if it is allowed to continue consuming resources. Marketable securities and cash is adjusted for a level intended to result in a current ratio of approximately 2.0, 1.5, and 1.0 for the conservative, base, and aggressive scenarios respectively. Since the company had current ratios under 1.0 for several years prior to building up excess capital, this seems reasonable. Source: Company filings, Ravi Nagarajan analysis, assumptions and estimates, The Manual of Ideas. Note that under all scenarios the implied valuation of the publishing business alone is extremely low based on fiscal 2011 adjusted net income. This is because the base revenue and margin assumptions all assume a sharp reversal from recent strong results which have been driven primarily by unusual non-recurring factors associated with a very high rate of foreclosures resulting in public notice advertising revenue that is likely to fall precipitously with a return to normal real estate markets in California. Combined with a steady decline in circulation revenue, it seems only prudent to not assume continuation of recent results even in the “aggressive” case. An alternative view could assume continued recent results (or a less extreme reversion to “normal”) which would result in much higher valuation estimates. © 2008-2012 by BeyondProxy LLC. All rights reserved. Investment risks. Daily Journal is best viewed as a declining operating business with a “hedge fund” attached to it run by Charlie Munger. Based on recent operating results driven by advertising spending related to the distressed California real estate market, Daily Journal may appear to be very cheap when stripped of the excess capital on the balance sheet. However, this would fail to recognize the risk of continued decline in circulation which will obviously also impact advertising revenue as the audience declines. All three scenarios account for this by assuming substantially lower “normalized” revenue and margins than we have seen over the past three years. However, even worse results are certainly possible. On the “hedge fund” side of the business, we face the risk of Munger no longer being able to manage the portfolio. Munger will be 88 years old on 1/1/2012 and there is no one else at Daily Journal (except perhaps Guerin) who would step in to manage the portfolio. Would the portfolio be distributed to shareholders or liquidated if Munger was no longer able to manage it? This is not clear from the 10-K. In addition, we obviously have investment risk. The portfolio is invested in five securities including two “foreign manufacturing firms”, one of which is almost certain to be BYD. The value of the marketable securities portfolio could decline eroding shareholder value. February 2012 – Page 57 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors DAILY JOURNAL – CIRCULATION DATA Subscription Rates ($ per year) Figures at Fiscal Year-End of September 30 2011 2010 2009 2008 2007 2006 2005 2004 2003 2002 2001 721 721 264 298 150 145 188 94 66 56 707 707 264 discont. 298 150 135 188 94 66 55 693 693 264 124 298 150 125 197 91 66 55 680 680 264 116 289 150 125 197 91 66 55 667 667 264 116 284 150 125 197 91 66 55 653 653 256 113 278 150 125 197 91 66 55 165 165 165 95 95 95 165 discont. 95 165 152 95 165 152 86 640 640 244 108 278 150 122 197 87 63 54 discont. 165 152 84 628 628 237 105 273 150 122 197 87 63 54 30 165 152 79 610 610 230 105 265 144 122 197 87 63 54 30 165 152 79 595 595 219 100 255 137 116 188 83 60 55 25 165 152 75 575 575 209 94 246 137 116 188 83 59 51 20 109 152 75 2011 2010 2009 2008 2007 2006 2005 2004 2003 2002 2001 6,200 3,000 6,500 3,100 200 discont. 450 90 75 80 200 280 280 6,950 3,200 250 800 500 100 100 100 200 300 300 7,800 3,700 400 1,100 650 130 130 110 260 60 50 8,300 3,900 660 1,300 700 230 180 140 280 70 80 8,700 4,100 700 1,400 800 250 200 150 300 125 70 50 100 230 300 70 discont. 325 90 40 340 150 50 375 9,200 4,200 900 2,400 850 400 250 200 300 150 100 discont. 200 50 400 9,800 4,400 1,200 1,700 1,100 500 300 200 400 200 100 100 200 100 500 10,600 4,800 1,400 2,500 1,100 500 300 200 400 200 100 100 200 100 500 11,200 5,200 1,200 8,600 1,100 500 200 200 400 250 100 100 200 100 600 11,400 5,500 1,100 3,200 1,100 400 200 200 400 300 100 100 300 100 600 2011 2010 2009 2008 2007 2006 2005 2004 2003 2002 2001 Los Angeles Daily Journal San Francisco Daily Journal Daily Commerce California Real Estate Journal The Daily Recorder The Inter-City Express San Jose Post-Record Sonoma County Herald-Recorder Orange County Reporter San Diego Commerce Business Journal Antelope Valley Journal The Record Reporter Nevada Journal California Lawyer Magazine 4,470,200 2,163,000 4,595,500 2,191,700 52,800 discont. 134,100 13,500 10,125 15,040 18,800 18,480 15,400 4,816,350 2,217,600 66,000 99,200 149,000 15,000 12,500 19,700 18,200 19,800 16,500 5,304,000 2,516,000 105,600 127,600 187,850 19,500 16,250 21,670 23,660 3,960 2,750 5,536,100 2,601,300 174,240 150,800 198,800 34,500 22,500 27,580 25,480 4,620 4,400 5,681,100 2,677,300 179,200 158,200 222,400 37,500 25,000 29,550 27,300 8,250 3,850 8,250 16,500 11,550 Discontinued 28,500 30,875 14,850 6,080 32,300 24,750 7,600 32,250 5,888,000 2,688,000 219,600 259,200 236,300 60,000 30,500 39,400 26,100 9,450 5,400 discont. 33,000 7,600 33,600 6,154,400 2,763,200 284,400 178,500 300,300 75,000 36,600 39,400 34,800 12,600 5,400 3,000 33,000 15,200 39,500 6,466,000 2,928,000 322,000 262,500 291,500 72,000 36,600 39,400 34,800 12,600 5,400 3,000 33,000 15,200 39,500 6,664,000 3,094,000 262,800 860,000 280,500 68,500 23,200 37,600 33,200 15,000 5,500 2,500 33,000 15,200 45,000 6,555,000 3,162,500 229,900 300,800 270,600 54,800 23,200 37,600 33,200 17,700 5,100 2,000 32,700 15,200 45,000 Total circulation run-rate 6,633,200 7,095,545 7,494,850 8,371,265 8,833,550 9,114,250 9,536,150 9,975,300 10,561,500 11,440,000 10,785,300 98% 96% 90% 92% 91% 91% 89% 88% 91% 88% 86% 6,767,000 7,071,000 7,831,000 8,538,000 8,910,000 9,142,000 9,588,000 10,149,000 10,375,000 11,044,000 11,346,000 Los Angeles Daily Journal San Francisco Daily Journal Daily Commerce California Real Estate Journal The Daily Recorder The Inter-City Express San Jose Post-Record Sonoma County Herald-Recorder Orange County Reporter San Diego Commerce Business Journal Antelope Valley Journal The Record Reporter Nevada Journal California Lawyer Magazine Paid Circulation (copies) Los Angeles Daily Journal San Francisco Daily Journal Daily Commerce California Real Estate Journal The Daily Recorder The Inter-City Express San Jose Post-Record Sonoma County Herald-Recorder Orange County Reporter San Diego Commerce Business Journal Antelope Valley Journal The Record Reporter Nevada Journal California Lawyer Magazine Estimated Revenue Run Rate Daily Journals (SF & LA) as % reported circulat. revenue Cross-check: Reported circulation revenue Figures at Fiscal Year-End of September 30 Circulation data not in 10-K Figures at Fiscal Year-End of September 30 Circulation Data not in 10-K 21,850 Not much commentary is required to go along with these results. Circulation has plummeted across the board which has only been partly mitigated by price increases. The SF and LA Daily Journals comprise the lion’s share of circulation revenues and we can see that circulation nearly halved over the decade with revenues down by one-third. This trend appears to be continuing over time. With the Daily Journals accounting for 96% of circulation revenue, the remaining papers are not relevant for purposes of analysis of future trends, but the overall exhibit here is illustrative of the extreme difficulty facing newspaper publishers even in niche markets that presumably would have more of a “moat” than general interest publications. Source: Company filings, Ravi Nagarajan analysis, assumptions and estimates, The Manual of Ideas. © 2008-2012 by BeyondProxy LLC. All rights reserved. February 2012 – Page 58 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors Korn/Ferry (KFY) – Barrow Hanley, Lord Abbett, Kornitzer, Royce, T Rowe Services: Business Services, Member of S&P MidCap 400 Los Angeles CA, 310-552-1834 Trading Data Consensus EPS Estimates Price: $18.28 (as of 1/20/12) 52-week range: $11.25–$24.77 Market value: $873 million Enterprise value: $655 million Shares outstanding: 47.8 million This quarter Next quarter FYE 4/30/12 Latest $0.30 0.32 1.26 Month Ago $0.30 0.33 1.27 Ownership Data www.kornferry.com Valuation # of Ests 7 7 7 P/E FYE 5/1/11 P/E FYE 4/30/12 P/E FYE 4/30/13 P/E FYE 4/30/14 EV/ LTM revenue FYE 4/30/13 1.38 1.39 7 EV/ LTM EBIT Insider ownership: <1% FYE 4/30/14 1.56 1.56 2 P / tangible book Insider buys (last six months): 7 LT growth Insider sales (last six months): 0 Institutional ownership: 97% 15.0% EPS Surprise 12/8/11 15.0% Actual $0.32 14x 15x 13x 12x 0.8x 7x 2.1x Greenblatt Criteria 1 Estimate $0.34 LTM EBIT yield LTM pre-tax ROC 15% >100% Operating Performance and Financial Position ($ millions, except per share data) Revenue Gross profit Adjusted operating income Adjusted net income Adjusted diluted EPS Shares out (avg) Cash from operations D&A Capex Free cash flow … % of revenue: Gross profit Adjusted operating income D&A Capex Cash, investments Total current assets LT investments Total assets Tangible assets Payables Total current liabilities Debt Total liabilities Tangible equity TBV / tangible assets TBV per share 2005 476 158 66 39 1.00 39 88 8 8 80 2006 552 179 76 59 1.49 40 75 9 11 63 33.1% 13.8% 1.8% 1.6% 207 305 9 534 427 7 158 56 281 146 34% 3.79 32.4% 13.8% 1.6% 2.0% 278 395 8 636 526 10 176 56 312 214 41% 5.37 Fiscal Years Ended April 30, 2007 2008 2009 689 836 676 197 237 184 82 92 46 56 66 48 1.40 1.50 1.10 40 44 44 102 110 3 9 10 12 14 17 12 88 93 -9 28.6% 11.9% 1.3% 2.0% 324 465 10 762 619 10 230 0 329 291 47% 7.31 28.3% 11.0% 1.2% 2.0% 311 469 92 880 722 15 273 0 384 338 47% 7.68 27.2% 6.7% 1.7% 1.8% 259 372 83 741 591 10 173 0 282 309 52% 7.10 2010 600 145 18 26 0.59 44 -31 12 11 -42 2011 776 217 88 61 1.35 45 96 13 28 68 LTME 10/31/11 825 241 98 65 1.43 46 68 13 19 49 FQE 10/31/10 193 52 22 16 0.35 45 33 3 6 28 FQE 10/31/11 210 63 25 15 0.33 47 48 4 4 44 24.1% 3.0% 1.9% 1.8% 223 381 95 827 629 11 198 0 336 294 47% 6.61 28.0% 11.3% 1.6% 3.6% 268 442 135 972 766 13 234 0 393 372 49% 8.23 29.2% 11.9% 1.6% 2.4% 218 411 144 937 736 12 172 0 328 408 55% 8.78 27.1% 11.3% 1.6% 2.9% 167 370 129 864 662 11 193 0 345 317 48% 7.03 30.0% 12.1% 1.7% 1.7% 218 411 144 937 736 12 172 0 328 408 55% 8.78 Ten-Year Stock Price Performance and Trading Volume Dynamics $30 $25 $20 $15 $10 $5 $0 Jan 03 Jan 04 © 2008-2012 by BeyondProxy LLC. All rights reserved. Jan 05 Jan 06 Jan 07 Jan 08 Jan 09 Jan 10 Jan 11 Jan 11 February 2012 – Page 59 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors BUSINESS OVERVIEW Korn/Ferry is a global executive search firm. INVESTMENT HIGHLIGHTS • Korn/Ferry leads the search industry and focuses on positions with annual comp of $150K+. Strong reputation allows it to operate as a retained rather than contingency firm. Retained firms typically earn a one-time fee of one-third of annual cash comp without regard to whether a position has been filled. • Futurestep’s focus on mid-level recruitment adds a scalable, tech-driven model to Korn/Ferry. Related fees grew 31% in FY11 and 39% in 1H12. Segment operating margin has ample room for improvement. • Building “talent management solutions” firm. While search fees still dominate, Korn/Ferry also helps clients “develop, retain and reward their talent,” thereby providing value beyond recruitment. • Experienced management. CEO Gary Burnison (50) held high-level positions at Guidance, Jefferies, and KPMG Peat Marwick prior to joining the company in 2002 as CFO. He became CEO in 2007. • Beneficiary of globalization. Korn/Ferry generates an increasing portion of business internationally, with fees outside of North America amounting to 51% of total executive recruitment fees in 1H12. The company is not a newcomer to global markets, having established offices in Europe, Asia and Latin America in 1972, 1973 and 1974, respectively. • Guiding for FQ3 (January) EPS of $0.25-0.33 (vs. $0.30 a year earlier) on fee revenue of $183203 million (down 2% to up 9% from a year ago). • Strong balance sheet, with $192 million of cash, $126 million of marketable securities, and no debt. INVESTMENT RISKS & CONCERNS • Sensitive to employment trends. Revenue and profits fell sharply in FY09 and FY10. Continuing economic uncertainty has made it “particularly challenging to accurately forecast” results. • Modest barriers to entry. While Korn/Ferry’s reputation gives it an edge, executive recruitment at the highest levels is as much a relationship-driven business as it is a brand-driven business. Korn/Ferry is trying to elevate the importance of the brand by developing process-driven solutions for “talent management,” i.e., by going beyond pure recruiting. • “People business,” i.e., limited scalability. While the Futurestep segment is scalable, Korn/Ferry still largely depends on “production” by consultants. Qualified people are not easy to hire and retain, and they demand an higher share of profit in good times. SELECTED OPERATING DATA FYE April 30 2007 2008 ∆ revenue – recruitment 25% 19% ∆ revenue – Futurestep 23% 35% ∆ revenue 25% 21% ∆ gross profit 10% 20% ∆ assets 20% 16% ∆ book value 34% 15% ∆ BV per share 34% 3% Offices (end) 82 89 Consultants (end) 601 684 New engagements (‘000) 10.4 11.1 Revenue ($mn) 689 836 % of revenue by type: Executive recruitment 86% 85% Futurestep 14% 15% % of revenue by segment: North America1 51% 47% EMEA1 22% 23% Asia Pacific1 11% 12% South America1 3% 3% Futurestep 14% 15% Operating margin by segment: North America1 20% 18% EMEA1 16% 16% Asia Pacific1 21% 20% South America1 11% 9% Futurestep 8% 7% Corporate -5% -5% Selected items as % of revenue: Gross profit 29% 28% EBIT (adjusted)2 12% 11% Net income (adjusted)2 8% 8% D&A 1% 1% Capex 2% 2% Tangible assets ($mn) 619 722 Selected items as % of tangible assets: Cash, investments 52% 43% Receivables 18% 18% LT investments 2% 13% PP&E, net 4% 5% Payables 2% 2% Debt 0% 0% Tangible equity 47% 47% Return on tang. equity 22% 21% Return on equity (ROE) 15% 14% Shares out (avg) (mn) 40 44 ∆ shares out (avg) 0% 11% 2009 -19% -18% -19% -22% -16% -7% -6% 78 615 9.6 676 2010 -8% -30% -11% -21% 12% 7% 5% 76 627 9.8 600 2011 29% 31% 29% 50% 17% 18% 16% 76 633 11.9 776 1H12 9% 39% 13% 23% 8% 17% 14% 76 n/a n/a 425 85% 15% 88% 12% 88% 12% 85% 15% 49% 22% 10% 4% 15% 49% 24% 11% 4% 12% 51% 21% 12% 4% 12% 49% 20% 12% 4% 15% 11% 1% 8% 10% -12% -5% 14% -11% 12% 13% 2% -7% 20% 7% 13% 23% 5% -4% 24% 13% 15% 24% 7% -6% 27% 7% 7% 2% 2% 591 24% 3% 4% 2% 2% 629 28% 11% 8% 2% 4% 766 30% 12% 7% 2% 2% 736 44% 13% 14% 5% 2% 0% 52% 15% 10% 44 -1% 35% 18% 15% 4% 2% 0% 47% 9% 5% 44 2% 35% 18% 18% 6% 2% 0% 49% 18% 11% 45 2% 30% 20% 20% 6% 2% 0% 55% 8% 5% 46 3% 1 Includes executive recruitment only, i.e., excluding Futurestep. 2 Excludes items of -$58 million in ‘09, -$21 million in ‘10, -$2.1 million in ‘11. MAJOR HOLDERS CEO Burnison <1% | Other insiders 1% | T Rowe 11% | Royce 8% | Barrow 5% | Lord Abbett 5% | Oppenheimer 4% RATINGS VALUE Intrinsic value materially higher than market value? DOWNSIDE PROTECTION Low risk of permanent loss? MANAGEMENT Capable and properly incentivized? FINANCIAL STRENGTH Solid balance sheet? MOAT Able to sustain high returns on invested capital? EARNINGS MOMENTUM Fundamentals improving? MACRO Poised to benefit from economic and secular trends? THE BOTTOM LINE Korn/Ferry operates a non capital-intensive business and enjoys strong reputation that should allow it to win high-margin search assignments from desirable clients for a long time to come. The company also has a long runway of international growth. We find the valuation interesting but wish management would put more emphasis on maximizing shareholder value rather than reinvesting in the business as the default option. Nonetheless, Korn/Ferry deserves closer consideration. © 2008-2012 by BeyondProxy LLC. All rights reserved. February 2012 – Page 60 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors KORN/FERRY – EQUITY FAIR VALUE UNDER SELECTED VALUATION SCENARIOS Conservative Base Case Aggressive Valuation methodology: Valuation methodology: Valuation methodology: Based on revenue for the twelve months ended October 31, 2011 and average EBIT margin for past seven fiscal years Based on median consensus EPS estimate for the fiscal year ending April 29, 2013 Based on median consensus EPS estimate for the fiscal year ending April 29, 2014 ▼ ▼ ▼ TTM net sales: $820 million Consensus FY12 EPS estimate: $1.38 Consensus FY13 EPS estimate: $1.56 multiplied by minus multiplied by Assumed haircut to FY12 consensus EPS estimate: 5% * $1.38 Corresponding industry P/E: 13.2x (*) Estimated EBIT: $84 million equals multiplied by Revised FY12 EPS estimate: $1.31 Industry multiple-implied fair value: $980 million ($21 per share) Assumed fair value multiple of EBIT: 5x multiplied by multiplied by Corresponding industry P/E: 15.2x (*) equals equals Assumed KFY multiple as a percentage of the industry multiple: Estimated fair enterprise value of Korn/Ferry: $420 million Industry multiple-implied fair value: $950 million ($20 per share) (16.5x fair value P/E multiple) plus multiplied by equals Cash, ST investments: $218 million Assumed KFY multiple as a percentage of the industry multiple: Estimated fair value of the common equity of Korn/Ferry: Average 7-year EBIT margin: 10.2% equals plus equals 125% Long-term investments at fair value discount of 25%: $108 million 110% $1.2 billion ($26 per share) (16.7x fair value P/E multiple) minus equals 41% upside to the recent stock price ($18 per share) Total debt: $0 equals Estimated fair value of the common equity of Korn/Ferry: Estimated fair value of the common equity of Korn/Ferry: (based on 48 million shares out) $1.0 billion ($22 per share) $750 million, or $16 per share 20% upside to the recent stock price ($18 per share) (based on 48 million shares out) 14% downside from the recent stock price ($18 per share) Heidrick & Struggles is cheaper on a revenue basis but has generated lower EBIT margins than Korn/Ferry. (*) Represents Business Services industry median multiple. Source: Company filings, The Manual of Ideas analysis, assumptions and estimates. KORN/FERRY – ANALYSIS OF SELECTED COMPARABLE COMPANIES (Click to visit relevant websites) Stock Price ($) Trading Data % ∆ to 7-Year MV Low High ($mn) EV ($mn) Tang. Book/ MV Public Market Valuation EPS Yield TTM FCF This Next Yield TTM FY FY LTM Rev./ EV Rev./ Empl. ($000) Operating Performance ∆ Rev. % TTM Rev. Last Gross Adj. TTM Q Profit EBIT Barrett Business / BBSI 19 -58 54 186 118 30% 19% 9% 5% 6% 258% n/m 16% 16% 16% 3% Heidrick & Struggles / HSII 22 -40 146 400 267 41% 8% neg. 4% 6% 207% 363 12% 14% 29% 5% Hudson Highland / HHGP 5 -87 440 172 156 59% -4% 5% 7% 9% 595% 423 23% 22% 38% 2% Kelly Services / KELYA 17 -64 98 634 639 93% 5% 9% 9% 10% 858% 685 14% 10% 16% 1% Manpower / MAN 42 -46 134 3,386 3,526 35% 3% neg. 8% 8% 616% 724 20% 16% 17% 2% On Assignment / ASGN 11 -89 22 417 492 n/m 3% 1% 5% 6% 113% 496 34% 40% 34% 7% Robert Half / RHI 30 -53 46 4,300 4,059 14% 4% 3% 4% 5% 90% 351 -4% 20% 39% 6% Thomson / TMS 10 -37 44 405 740 n/m -7% neg. 7% 9% 341% 721 130% 13% 8% 3% 32% 4% 2% 6% 7% 299% 459 18% 16% 23% 3% 47% 6% 8% 7% 8% 126% 335 17% 9% 29% 12% Median Korn/Ferry / KFY 18 -59 48 873 655 Abbreviations: MV = market value | EV = enterprise value | TTM = trailing twelve months | FY = fiscal year | Empl. = employee | Rev. = revenue | ∆ = change Explanations: ∆ revenue = year-over-year change | EPS yield for this and next FY is based on consensus EPS estimates | EBIT adjusted for certain unusual items Source: Company and market data, The Manual of Ideas analysis. © 2008-2012 by BeyondProxy LLC. All rights reserved. February 2012 – Page 61 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors Office Depot (ODP) – AllianceBernstein, Chou, Ivory, JP Morgan, Thornburg Services: Retail (Specialty Non-Apparel), Member of S&P MidCap 400 Trading Data Boca Raton FL, 561-438-4800 www.officedepot.com Consensus EPS Estimates Price: $2.60 (as of 1/20/12) 52-week range: $1.75–$6.18 Market value: $729 million Enterprise value: $1.3 billion Shares outstanding: 280.5 million Ownership Data Valuation This quarter Next quarter FYE 12/31/11 Latest $0.00 0.03 -0.06 Month Ago $0.00 0.04 -0.06 # of Ests 17 12 17 P/E FYE 12/31/10 P/E FYE 12/31/11 P/E FYE 12/30/12 P/E FYE 12/30/13 EV/ LTM revenue n/m n/m 37x 11x 0.1x FYE 12/30/12 0.07 0.07 19 EV/ LTM EBIT n/m Insider ownership: <1% FYE 12/30/13 0.24 0.24 11 P / tangible book 1.1x Insider buys (last six months): 3 LT growth Insider sales (last six months): 1 Institutional ownership: 79% 20.6% EPS Surprise 10/25/11 20.6% Actual $0.00 Greenblatt Criteria 2 Estimate $0.01 LTM EBIT yield LTM pre-tax ROC -4% -4% Operating Performance and Financial Position ($ millions, except per share data) Revenue Gross profit Adjusted operating income Adjusted net income Adjusted diluted EPS Dividend Shares out (avg) … % of revenue: Gross profit Adjusted operating income Cash, investments Receivables Inventory Total current assets LT investments PP&E, net Total assets Tangible assets Payables Short-term debt Total current liabilities Long-term debt Preferred stock Tangible equity TBV / tangible assets TBV per share EBIT/capital employed 2004 13,565 4,256 542 392 1.26 0.00 312 2005 14,279 4,392 482 407 1.31 0.00 310 31.4% 4.0% 955 1,304 1,409 3,943 0 1,463 6,794 5,745 1,570 16 2,619 584 0 2,173 38% 6.97 26% 30.8% 3.4% 703 1,232 1,360 3,530 0 1,312 6,099 5,193 1,324 47 2,469 569 0 1,834 35% 5.92 20% Fiscal Years Ended December 25, 2006 2007 2008 15,011 15,528 14,496 4,647 4,503 4,006 699 476 9 495 388 75 1.76 1.42 0.28 0.00 0.00 0.00 282 273 273 31.0% 4.7% 174 1,480 1,540 3,443 0 1,425 6,557 5,244 1,562 48 2,970 571 0 1,284 24% 4.56 41% 29.0% 3.1% 223 1,512 1,718 3,716 0 1,589 7,257 5,866 1,591 208 2,973 608 0 1,693 29% 6.21 24% 27.6% 0.1% 156 1,256 1,332 3,122 147 1,557 5,268 5,221 1,252 192 2,626 689 0 1,315 25% 4.83 -70% 2009 12,145 3,392 -25 -387 -1.42 0.00 273 2010 11,633 3,357 14 -30 -0.11 0.00 276 LTME 9/24/11 11,482 3,375 16 -5 -0.02 0.00 276 FQE 9/25/10 2,900 829 8 32 0.12 0.00 276 FQE 9/24/11 2,837 855 24 85 0.30 0.00 279 27.9% -0.2% 660 1,121 1,253 3,206 169 1,278 4,890 4,846 1,081 60 2,428 663 355 742 15% 2.72 -15% 28.9% 0.1% 628 964 1,234 3,028 206 1,157 4,569 4,528 1,080 72 2,343 660 356 654 14% 2.37 -3% 29.4% 0.1% 453 919 1,124 2,661 206 1,082 4,171 4,072 877 35 1,956 648 356 647 16% 2.33 -4% 28.6% 0.3% 679 987 1,184 3,013 206 1,219 4,669 4,627 1,045 74 2,296 657 356 738 16% 2.68 3% 30.1% 0.8% 453 919 1,124 2,661 206 1,082 4,171 4,072 877 35 1,956 648 356 647 16% 2.33 6% Ten-Year Stock Price Performance and Trading Volume Dynamics $50 $45 $40 $35 $30 $25 $20 $15 $10 $5 $0 Jan 03 Jan 04 © 2008-2012 by BeyondProxy LLC. All rights reserved. Jan 05 Jan 06 Jan 07 Jan 08 Jan 09 Jan 10 Jan 11 Jan 11 February 2012 – Page 62 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors BUSINESS OVERVIEW Office Depot retails office supplies (65% of 2010 revenue), IT equipment (23%), and furniture/other products (12%). Nearly all 1,264 stores (~90% in North America) are leased. INVESTMENT HIGHLIGHTS • #2 U.S. office supplies retailer behind Staples (SPLS), which has more than twice Office Depot’s revenue. OfficeMax (OMX), which has only two thirds’ of Depot’s revenue, is another direct rival. • Valuation appears low if EBITDA margin can be improved to half of Staples’ level of ~8% in 2010. Office Depot averaged an adjusted EBITDA margin of 3% in 2006-10 (TTM: 1.8%), on $13.8 billion of average revenue (TTM: $11.5 billion). EV-to-TTM adj. EBITDA is ~6.5x (~3x based on 2006-10 avg). • Potential M&A target for rivals seeking to increase scale. Office Depot trades at 0.4x TTM gross profit versus SPLS at 1.8x and OMX at 1.0x. BC Partners’ three Board seats and ownership of preferred stock (convertible at $5/share) may catalyze a sale. • Guiding for $180-190 million of annual cost saves by 2013 (1.5% of 2010 revenue), relative to 2010. Even if some savings do not fall to the bottom line, profitability may improve without a big sales uplift. • Significant operating leverage to a recovery in sales, which remain ~25% below 2007 level, despite a similar store count relative to 2006/07. • Unconsolidated Mexico JV may be worth $300+ million. Average 2006-10 JV earnings: $32 million. • ~35% of revenue from e-commerce, which lowers capital intensity and improves return on capital. INVESTMENT RISKS & CONCERNS • Execution risk. The cost savings plan may not result in sustained margin improvement. This would make higher margins dependent on a recovery in revenue (partly outside management control). • Leveraged balance sheet due to ~$2.4 billion of future operating lease liabilities and $230 million of net debt. A $1.0 billion credit facility is available through 2016 ($750+ million available at 9/30/11). • Negative trailing FCF of $137 million, stated after cash interest paid on the preferred stock. • Margin pressure due to competition and high buyer price awareness. Competitors include not only direct rivals Staples and OfficeMax, but also the likes of Wal-Mart, Amazon.com, and BestBuy. • U.S. Dept. of Justice investigation into pricing practices related to office supplies purchases from Office Depot by state, local and non-profit agencies. SELECTED OPERATING DATA FYE December 31 2006 ∆ stores 15% 5% ∆ revenue 11% ∆ employees Revenue ($bn) 15.0 % of revenue by segment: North American retail 45% North American business 30% International 24% Revenue growth by segment: North American retail 4% North American business 6% International 5% EBIT margin by segment: North American retail 7% North American business 8% International 7% Corporate -2% EBIT margin 5% Selected items as % of revenue: Gross profit 31% EBIT – adjusted2 5% Net income 3% D&A 2% Capex 2% Stores–North America 1,158 Stores–International3 125 Tangible equity/assets 30% -9% ∆ shares out (avg) 2007 7% 3% -6% 15.5 2008 4% -7% -12% 14.5 2009 -10% -16% -5% 12.1 2010 -3%1 -4% -2% 11.6 YTD 9/24/11 -2% -2% -2% 8.5 44% 29% 27% 42% 29% 29% 42% 29% 29% 43% 28% 29% 43% 29% 29% 0% -1% 15% -10% -8% 1% -16% -16% -16% -3% -6% -5% -3% -2% 0% 5% 5% 6% -2% 3% 0% 3% 4% -12% -11% 2% 3% 3% -5% -2% 3% 3% 3% -3% 0% 3% 4% 2% -3% 0% 29% 3% 3% 2% 3% 1,222 148 27% -3% 28% 0% -10% 2% 2% 1,267 162 27% 0% 28% -2% -5% 2% 1% 1,152 137 20% 0% 29% 0% 0% 2% 1% 1,147 971 16% 1% 30% 0% 1% 2% 1% 1,132 132 16% 1% 1 Excluding a deconsolidation of the Israel business, y-y change is roughly flat. Excludes asset impairments and amortization of deferred gains on sale of buildings. Also excludes net earnings from equity method investments. 3 Includes only wholly-owned and majority-owned entities. 2 CATALYSTS • Margin improvement due to cost saves and potential top-line recovery (if U.S. economy improves) • Potential buyout due to favorable valuation metrics relative to Staples and OfficeMax • Potential sale of Mexico JV (may be worth ~50% of recent Office Depot market value) MAJOR HOLDERS* Insiders 4% | Thornburg 9% | Vanguard 5% | JPM 4% | State Street 4% | BlackRock 3% | AllianceBernstein 3% | Ivory 3% * Ownership figures exclude ~70 million of potential shares due to BC Partners from its holding of convertible preferred stock (convertible at ~$5 per share). RATINGS VALUE Intrinsic value materially higher than market value? DOWNSIDE PROTECTION Low risk of permanent loss? MANAGEMENT Capable and properly incentivized? FINANCIAL STRENGTH Solid balance sheet? MOAT Able to sustain high returns on invested capital? EARNINGS MOMENTUM Fundamentals improving? MACRO Poised to benefit from economic and secular trends? THE BOTTOM LINE Office Depot has large margin expansion potential relative to average historic margins, as well as compared to competitor Staples. While cost cutting has helped, meaningful profit improvement likely depends on a recovery in revenue (largely outside management control). Given negative FCF and a leveraged balance sheet, mainly due to leased stores, a margin of safety is lacking. However, for investors focused on risk-reward rather than strictly on downside protection, the equity may be worth a closer look. The market could be ignoring a valuable Mexico JV and Office Depot’s potential synergies to a trade buyer. © 2008-2012 by BeyondProxy LLC. All rights reserved. February 2012 – Page 63 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors OFFICE DEPOT – EQUITY FAIR VALUE UNDER SELECTED VALUATION SCENARIOS Conservative Base Case Aggressive Valuation methodology: Valuation methodology: Valuation methodology: Based on revenue for the twelve months ended September 24, 2011 and average EBIT margin for past seven fiscal years Based on median consensus EPS estimate for the fiscal year ending December 24, 2013 Based on average adjusted EBIT for the past seven fiscal years ▼ TTM net sales: $11 billion multiplied by Average 7-year EBIT margin: 2.2% equals Estimated EBIT: $247 million multiplied by ▼ Consensus FY13 EPS estimate: $0.24 multiplied by Corresponding industry P/E: 11.5x (*) equals Assumed fair value multiple of EBIT: 5x equals Estimated fair enterprise value of Office Depot: $1.2 billion plus Cash, ST investments: $450 million plus Long-term investments at fair value discount of 25%: $0.0 million minus Total debt: $1.0 billion equals Estimated fair value of the common equity of Office Depot: $650 million, or $2.30 per share (based on 280 million shares out) 11% downside from the recent stock price ($2.60 per share) Industry multiple-implied fair value: $770 million ($2.80 per share) multiplied by Assumed ODP multiple as a percentage of the industry multiple: 125% (14.4x fair value P/E multiple) equals Estimated fair value of the common equity of Office Depot: $970 million ($3.50 per share) 33% upside to the recent stock price ($2.60 per share) ▼ average of FY10 adjusted EBIT: $14 million FY09 adjusted EBIT: -$24.8 million FY08 adjusted EBIT: $8.9 million FY07 adjusted EBIT: $480 million FY06 adjusted EBIT: $700 million FY05 adjusted EBIT: $480 million FY04 adjusted EBIT: $540 million equals Average adjusted EBIT: $310 million minus Assumed adjustment to average seven-year EPS: -10% * $310 million equals Revised “normalized” EBIT: $282 million multiplied by Assumed fair value EBIT multiple: 6x equals Estimated fair enterprise value of Office Depot: $1.7 billion Looking ahead to 2013 is rather speculative, but we note that the consensus EPS estimate for 2013 may be materially below Office Depot’s “normalized” per-share earning power. (*) Represents Retail (Specialty Non-Apparel) industry median multiple. Source: Company filings, The Manual of Ideas analysis, assumptions and estimates. plus Net cash, investments: $450 million minus Total debt: $680 million equals Estimated fair value of the common equity of Office Depot: $1.5 billion ($5.20 per share) (based on 280 million shares out) 101% upside to the recent stock price ($2.60 per share) OFFICE DEPOT – MANAGEMENT’S 2011 FINANCIAL EXPECTATIONS 1 Q3 2011 results included $6 million of charges and a benefit of $99 million from the reversal of combined tax and interest accruals. Source: Company presentation dated October 2011. © 2008-2012 by BeyondProxy LLC. All rights reserved. 2 Non-GAAP number. February 2012 – Page 64 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors OFFICE DEPOT – ANALYSIS OF SELECTED COMPARABLE COMPANIES (Click to visit relevant websites) OfficeMax / OMX Staples / SPLS Wal-Mart / WMT Trading Data ∆ to Reach 7-Year MV ($mn) Low High -68 854 500 -25 75 11,191 -31 5 208,941 EV ($mn) 1,784 12,118 261,114 Median Office Depot / ODP -77 1689 729 1,316 Tang. Book/ MV 109% 23% 22% Public Market Valuation EPS Yield TTM FCF This Next Yield TTM FY FY -15% 8% 10% 10% 10% 9% 9% 9% 5% 7% 7% 8% LTM Rev./ EV 395% 206% 169% Rev./ Empl. ($000) 353 472 210 Operating Performance ∆ Rev. % TTM Rev. Last Gross Adj. TTM Q Profit EBIT -2% -2% 26% 2% 2% 0% 27% 6% 5% 8% 25% 6% Tang. Equity/ Tang. Assets 14% 28% 27% 23% 5% 8% 9% 9% 206% 353 2% 0% 26% 6% 27% 89% -13% -10% neg. 3% 873% 287 -2% -2% 29% 0% 16% Abbreviations: MV = market value | EV = enterprise value | TTM = trailing twelve months | FY = fiscal year | Empl. = employee | Rev. = revenue | ∆ = change Explanations: ∆ revenue = year-over-year change | EPS yield for this and next FY is based on consensus EPS estimates | EBIT adjusted for certain unusual items Source: Company and market data, The Manual of Ideas analysis. OFFICE DEPOT – SALES, 1986-2010 Office Depot has grown organically and through almost 30 acquisitions, mergers, joint ventures, licensing and franchise agreements. Source: Company presentation dated March 2011. OFFICE DEPOT – ADJUSTED EBIT – getting from YTD 2010 to YTD 2011 (through September 30) (in millions) Source: Company presentation dated October 2011. © 2008-2012 by BeyondProxy LLC. All rights reserved. February 2012 – Page 65 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors PetMed Express (PETS) – Artisan, Brown, DFA, FMR, RenTech, Royce, Wellington Services: Retail (Drugs), Member of S&P SmallCap 600 Pompano Beach FL, 954-979-5995 Trading Data www.1800petmeds.com Consensus EPS Estimates Price: $11.27 (as of 1/20/12) 52-week range: $8.51–$16.16 Market value: $229 million Enterprise value: $172 million Shares outstanding: 20.3 million Ownership Data This quarter Next quarter FYE 3/31/12 Latest $0.16 0.17 0.75 Month Ago $0.16 0.17 0.75 Valuation # of Ests 7 7 7 FYE 3/31/13 0.68 0.68 7 Insider ownership: 1% FYE 3/31/14 n/a n/a n/a Insider buys (last six months): 5 LT growth Insider sales (last six months): 0 Institutional ownership: 90% 9.5% 9.5% EPS Surprise 10/24/11 Actual $0.19 P/E FYE 4/1/11 P/E FYE 3/31/12 P/E FYE 3/31/13 P/E FYE 3/31/14 EV/ LTM revenue 12x 15x 17x n/a 0.8x EV/ LTM EBIT 6x P / tangible book 2.9x Greenblatt Criteria 3 Estimate $0.15 LTM EBIT yield LTM pre-tax ROC 16% >100% Operating Performance and Financial Position ($ millions, except per share data) Revenue Gross profit Adjusted operating income Adjusted net income Adjusted diluted EPS Dividend Shares out (avg) … % of revenue: Gross profit Adjusted operating income D&A Capex Cash, investments Receivables Inventory Total current assets LT investments PP&E, net Total assets Tangible assets Payables Total current liabilities Debt Tangible equity TBV / tangible assets TBV per share EBIT/capital employed 2005 108 44 13 8 0.35 0.00 23 2006 138 54 18 12 0.51 0.00 24 40.3% 11.5% 0.6% 0.2% 13 2 11 26 0 1 28 28 3 4 0 24 86% 1.04 >100% 39.5% 13.2% 0.4% 0.6% 23 1 15 40 0 2 43 42 3 5 0 37 88% 1.57 >100% Fiscal Years Ended March 31, 2007 2008 2009 162 188 219 65 74 85 22 28 34 14 20 23 0.60 0.83 0.99 0.00 0.00 0.00 24 24 23 39.8% 13.3% 0.3% 0.6% 39 1 16 58 0 2 61 61 6 7 0 54 88% 2.22 >100% 39.4% 14.9% 0.3% 0.3% 25 2 18 45 25 2 74 73 4 6 0 67 91% 2.76 >100% 38.9% 15.6% 0.4% 1.7% 30 3 27 62 14 5 82 81 5 7 0 74 91% 3.18 >100% 2010 238 92 41 26 1.15 0.30 23 2011 232 84 33 21 0.93 0.48 23 LTME 9/30/11 228 78 27 17 0.78 0.50 22 FQE 9/30/10 61 22 8 5 0.22 0.13 23 FQE 9/30/11 58 20 6 4 0.19 0.13 21 38.6% 17.0% 0.5% 0.4% 53 2 29 87 12 4 104 103 5 7 0 96 93% 4.24 >100% 36.2% 14.2% 0.6% 0.3% 60 2 25 90 12 3 106 105 7 9 0 96 91% 4.27 >100% 34.4% 11.9% 0.6% 0.3% 57 1 19 82 3 3 88 87 6 9 0 78 90% 3.78 >100% 36.4% 12.6% 0.5% 0.3% 71 2 15 91 12 4 109 108 4 7 0 100 93% 4.43 >100% 34.2% 10.5% 0.5% 0.3% 57 1 19 82 3 3 88 87 6 9 0 78 90% 3.78 >100% Ten-Year Stock Price Performance and Trading Volume Dynamics $30 $25 $20 $15 $10 $5 $0 Jan 03 Jan 04 © 2008-2012 by BeyondProxy LLC. All rights reserved. Jan 05 Jan 06 Jan 07 Jan 08 Jan 09 Jan 10 Jan 11 Jan 11 February 2012 – Page 66 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors BUSINESS OVERVIEW PetMed Express is a mostly Internet-based pet pharmacy. INVESTMENT HIGHLIGHTS • Leading nationwide pet pharmacy, selling prescription and non-prescription pet medications, and other health products for dogs and cats, directly to consumers. The company offers an attractive alternative for obtaining pet medications in terms of convenience, price, and speed of delivery. It has a broad selection of products for dogs and cats, with a complete product line consisting of 1,200 SKUs. • Focused on branding 1-800-PetMeds and driving sales over the phone and at 1800petmeds.com. The company uses TV, online, and direct mail/print advertising to acquire customers and maximize repeat purchases. In Q3 FY12, PetMed acquired 150,000 new customers at an average cost of $36, vs. 111,000 new customers at $40 each in Q3 FY11. • Started offering additional pet supplies online in early 2010, with supplies such beds, crates, stairs, and strollers drop-shipped to customers by third parties. PetMed prices are competitive with those charged by veterinarians and retailers. The company sells mostly to consumers ($79 avg. purchase size). • U.S. pet spending increased 6% to $48 billion in 2010. Pet supplies and medications represented $11 billion, or 23% of total spending. The medication market in which PetMed participates is $3.8 billion in size, with veterinarians still holding most of the market share. The U.S. dog and cat population is 165 million, with 62% of households owning a pet. • Bought back $24 million of stock YTD FY12 and $12 million in FY11, reflecting management’s interest in returning value to shareholders. INVESTMENT RISKS & CONCERNS • Limited market opportunity. While PetMed still accounts for less than 10% of U.S. pet medications, at some point the company will find it hard to keep growing without expanding the addressable market. • Sales fluctuate due to seasonality of heartworm, and flea and tick medications. For the quarters ending June, September, December, and March, sales are split roughly 32%, 26%, 20%, and 22%. POTENTIAL CATALYSTS • Continued strong growth in new customers • Continued decrease in per-customer acquisition cost • Share repurchases at prices below intrinsic value SELECTED OPERATING DATA FYE March 31 2007 2008 ∆ new customers 9% 4% ∆ revenue 18% 16% ∆ gross profit 19% 15% ∆ assets 44% 20% ∆ book value 43% 24% ∆ BV per share 41% 24% New customers (‘000) 681 710 Revenue ($mn) 162 188 % of revenue by order type: Reorder sales 68% 71% New order sales 31% 29% % of revenue by sales channel: Internet sales 62% 65% Contact center sales 38% 35% % of revenue by segment: Non-prescription meds 70% 69% Prescription meds 29% 30% Shipping and handling 1% 1% Selected items as % of revenue: Gross profit 40% 39% EBIT 13% 15% Net income 9% 11% D&A 0% 0% Capex 1% 0% Tangible assets ($mn) 61 73 Selected items as % of tangible assets: Cash, investments 65% 34% Receivables 2% 2% Inventory 26% 24% LT investments 0% 34% PP&E, net 3% 3% Payables 10% 6% Debt 0% 0% Tangible equity 88% 91% Return on tang. equity 32% 33% Trailing P/E (end) 20x 22x Forward P/E (end) 15x 18x Diluted EPS (cont.) ($) 0.60 0.82 Dividends per share ($) – – BV per share (end) ($) 2 3 Share price (end) ($) 12 18 Volume (mn shares) 73 96 Shares out (avg) (mn) 24 24 ∆ shares out (avg) 2% 0% 2009 13% 17% 15% 12% 12% 16% 802 219 2010 2% 9% 8% 27% 29% 33% 815 238 2011 -21% -3% -9% 2% 0% 1% 645 232 1H12 1% -3% -11% -19% -22% -15% 410 132 72% 28% 75% 25% 80% 20% 77% 23% 65% 35% 68% 32% 71% 29% 74% 26% 68% 31% 1% 64% 35% 1% 61% 38% 1% n/a n/a n/a 39% 16% 10% 0% 2% 81 39% 17% 11% 1% 0% 103 36% 14% 9% 1% 0% 105 33% 10% 7% 0% 0% 87 37% 4% 33% 18% 6% 6% 0% 91% 33% 18x 15x 0.98 – 3 18 108 23 -3% 51% 2% 28% 12% 4% 5% 0% 93% 31% 16x 19x 1.14 0.30 4 18 68 23 -3% 57% 2% 24% 12% 3% 6% 0% 91% 22% 11x 14x 0.92 0.48 4 10 70 23 0% 66% 2% 22% 3% 3% 7% 0% 90% 10% 22x 13x 0.41 0.26 4 9 36 21 -7% MAJOR HOLDERS CEO 2% | Other insiders 1% | FMR 15% | Brown 9% | Wellington 8% | Artisan 6% | Royce 6% | RenTech 3% RATINGS VALUE Intrinsic value materially higher than market value? DOWNSIDE PROTECTION Low risk of permanent loss? MANAGEMENT Capable and properly incentivized? FINANCIAL STRENGTH Solid balance sheet? MOAT Able to sustain high returns on invested capital? EARNINGS MOMENTUM Fundamentals improving? MACRO Poised to benefit from economic and secular trends? THE BOTTOM LINE PetMed has created a high-return, defensible business in the niche for pet medications and related products in the U.S. The company operates as a pharmacy licensed to do business in all 50 U.S. states. While most pet medications are still sold by veterinarians, PetMed offers a convenient direct alternative to consumers with pets (62% of U.S. households). Management has executed quite well, maintaining solid profitability through the downturn and using excess cash to buy back stock. Unfortunately, just as this issue of MOI went to print, PetMed reported a strong quarter, sending the shares materially higher and making them somewhat less compelling from a valuation perspective. Despite a rather limited long-term market size, PetMed is a business we will keep watching because it has many of the characteristics of good businesses. © 2008-2012 by BeyondProxy LLC. All rights reserved. February 2012 – Page 67 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors PETMED EXPRESS – EQUITY FAIR VALUE UNDER SELECTED VALUATION SCENARIOS Conservative Base Case Valuation methodology: Valuation methodology: Valuation methodology: Based on free cash flow for the twelve months ended September 30, 2011 Based on average diluted EPS from continuing operations for the past seven fiscal years Based on median consensus EPS estimate for the fiscal year ending March 30, 2013 Aggressive ▼ ▼ ▼ Consensus FY12 EPS estimate: $0.68 Operating cash flow: $20 million average of minus minus FY05 continuing ops EPS: $0.34 Assumed haircut to FY12 consensus EPS estimate: 5% * $0.68 Capex: $0.7 million FY06 continuing ops EPS: $0.50 equals FY07 continuing ops EPS: $0.60 equals Free cash flow: $19 million FY08 continuing ops EPS: $0.82 Revised FY12 EPS estimate: $0.65 divided by FY09 continuing ops EPS: $0.98 multiplied by Industry median FCF yield: 7.1% (*) FY10 continuing ops EPS: $1.14 Corresponding industry P/E: 13.2x (*) equals FY11 continuing ops EPS: $0.92 equals Industry FCF yield-implied fair value: $266 million ($13 per share) equals Average seven-year EPS: $0.76 multiplied by minus Assumed required FCF yield as a percentage of the industry FCF yield: Assumed adjustment to average seven-year EPS: 25% * $0.76 90% equals 80% (6.4% required FCF yield) Revised “normalized” EPS: $0.95 (10.6x fair value P/E multiple) equals multiplied by equals Estimated fair value of the common equity of PetMed Express: Assumed fair value P/E: 15x Industry multiple-implied fair value: $173 million ($8.50 per share) multiplied by Assumed PETS multiple as a percentage of the industry multiple: Estimated fair value of the common equity of PetMed Express: $139 million ($6.80 per share) $296 million, or $15 per share (based on 20 million shares out) (based on 20 million shares out) 39% downside from the recent stock price ($11 per share) 29% upside to the recent stock price ($11 per share) equals Estimated fair value of the common equity of PetMed Express: $289 million ($14 per share) (based on 20 million shares out) 26% upside to the recent stock price ($11 per share) (*) Represents Retail (Drugs) industry median multiple. Source: Company filings, The Manual of Ideas analysis, assumptions and estimates. PETMED EXPRESS – OPERATING CASH FLOW (in millions) PETMED EXPRESS – NET INCOME (in millions) Source: Company presentation dated September 2011. Source: Company presentation dated September 2011. © 2008-2012 by BeyondProxy LLC. All rights reserved. February 2012 – Page 68 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors PETMED EXPRESS – U.S. PET MARKET: $48 billion (+6% in 2010) PETMED EXPRESS – U.S. PET MEDICATIONS: $4 billion Source: Company presentation dated September 2011. Source: Company presentation dated September 2011. PETMED EXPRESS – PER-CUSTOMER ACQUISITION COST PETMED EXPRESS – AVERAGE ORDER SIZE Source: Company presentation dated September 2011. Source: Company presentation dated September 2011. PETMED EXPRESS – SALES SEASONALITY, BY QUARTER PETMED EXPRESS – CUSTOMER SERVICE MEASUREMENTS 1 Source: Company presentation dated September 2011. 2 3 NPS Benchmark Charts, February 2011, www.netpromoter.com Average for online shopping. Opinionlab trend data, June 2011, www.opinionlab.com Source: Company presentation dated September 2011. © 2008-2012 by BeyondProxy LLC. All rights reserved. February 2012 – Page 69 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors RadioShack (RSH) – Brandywine, Chou, Global Thematic, LSV, Perkins Services: Retail (Technology), Member of S&P MidCap 400 Fort Worth TX, 817-415-3011 Trading Data Consensus EPS Estimates Price: $10.24 (as of 1/20/12) 52-week range: $9.15–$17.71 Market value: $1.0 billion Enterprise value: $1.0 billion Shares outstanding: 99.8 million This quarter Next quarter FYE 12/31/11 Latest $0.37 0.28 1.18 Month Ago $0.38 0.28 1.18 Ownership Data www.radioshackcorporation.com Valuation # of Ests 19 15 9 P/E FYE 12/31/10 P/E FYE 12/31/11 P/E FYE 12/30/12 P/E FYE 12/30/13 EV/ LTM revenue FYE 12/30/12 1.35 1.37 22 EV/ LTM EBIT Insider ownership: <1% FYE 12/30/13 1.50 1.54 11 P / tangible book Insider buys (last six months): 2 LT growth Insider sales (last six months): 1 Institutional ownership: 89% 2.7% 2.7% EPS Surprise 10/25/11 Actual $0.15 5x 1.3x Greenblatt Criteria 1 Estimate $0.36 6x 9x 8x 7x 0.2x LTM EBIT yield LTM pre-tax ROC 22% 28% Operating Performance and Financial Position ($ millions, except per share data) Revenue Gross profit Adjusted operating income Adjusted net income Adjusted diluted EPS Dividend Shares out (avg) Cash from operations D&A Capex Free cash flow … % of revenue: Gross profit Adjusted operating income D&A Capex Cash, investments Receivables Inventory PP&E, net Tangible assets Short-term debt Long-term debt Tangible equity TBV / tangible assets TBV per share EBIT/capital employed 2004 4,841 2,435 558 335 2.08 0.25 161 353 101 229 123 2005 5,082 2,267 350 270 1.82 0.25 148 363 114 171 192 50.3% 11.5% 2.1% 4.7% 438 241 1,004 652 2,470 56 507 875 35% 5.44 52% 44.6% 6.9% 2.2% 3.4% 224 309 965 476 2,165 41 495 549 25% 3.71 35% Fiscal Years Ended December 31, 2006 2007 2008 4,778 4,252 4,225 2,129 2,026 1,923 201 385 325 118 240 192 0.86 1.78 1.49 0.25 0.25 0.25 136 135 129 315 379 275 118 103 88 91 45 86 224 334 189 44.6% 4.2% 2.5% 1.9% 472 248 752 386 2,063 195 346 646 31% 4.74 19% 47.6% 9.0% 2.4% 1.1% 510 256 705 317 1,985 61 348 765 39% 5.68 54% 45.5% 7.7% 2.1% 2.0% 815 242 636 306 2,217 39 660 824 37% 6.39 47% 2009 4,276 1,963 371 207 1.65 0.25 125 246 84 81 165 2010 4,473 2,011 379 210 1.74 0.25 121 155 77 80 75 LTME 9/30/11 4,301 1,865 224 111 0.96 0.25 115 261 74 96 165 FQE 9/30/10 1,002 453 82 45 0.37 0.00 121 115 18 21 94 FQE 9/30/11 1,032 442 11 1 0.01 0.00 100 162 19 21 140 45.9% 8.7% 2.0% 1.9% 908 323 671 282 2,390 42 628 1,009 42% 8.05 51% 45.0% 8.5% 1.7% 1.8% 569 378 724 274 2,134 357 332 801 38% 6.65 44% 43.4% 5.2% 1.7% 2.2% 668 250 791 273 2,171 0 666 762 35% 7.61 28% 45.2% 8.2% 1.8% 2.1% 720 258 759 264 2,202 309 328 869 39% 7.18 47% 42.8% 1.1% 1.9% 2.1% 668 250 791 273 2,171 0 666 762 35% 7.61 6% Ten-Year Stock Price Performance and Trading Volume Dynamics $40 $35 $30 $25 $20 $15 $10 $5 $0 Jan 03 Jan 04 © 2008-2012 by BeyondProxy LLC. All rights reserved. Jan 05 Jan 06 Jan 07 Jan 08 Jan 09 Jan 10 Jan 11 Jan 11 February 2012 – Page 70 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors BUSINESS OVERVIEW RadioShack, founded in 1967, retails consumer electronics in North America. The company employs 33,000 people. Stores are in malls, strip centers, and individual storefronts. Each store sells third-party and private-label products, such as mobile devices/plans (~50% of revenue), accessories (~20%). INVESTMENT HIGHLIGHTS • Niche consumer electronics retailer in the U.S. While RadioShack lacks the scale of a Walmart, Amazon, and even Best Buy, it differentiates itself via a focus on mobile device/contract sales, highly trained salespeople, and an easy-to-shop store format. • Aims to revitalize consumer interest through recent Verizon deal and store rebrand to “The Shack”. Mobiles running on Verizon Wireless, the #1 carrier in the U.S., became available in the company’s 4,400+ U.S. stores since mid-September 2011. • Recent valuation (1.3x tangible book, 10%+ TTM earnings yield) appears attractive due to: 1) net debt-free balance sheet; 2) likely EPS growth due to buybacks and margin expansion potential (TTM adj. EBITDA margin is 7% versus a 2006-10 average); of 10%; and 3) shareholder-friendly CEO Jim Gooch (43), who joined from Kmart as CFO in ‘06 and replaced retail veteran and ex-CEO Julian Day in ‘11. • Doubled the dividend to $0.50/share (5% yield) and announced a new $200 million buyback in October 2011. The “new capital strategy reflects our desire to return excess cash more consistently.” • Strong track record of FCF generation. Free cash flow averaged ~$200 million in 2006-10 and was $165 million for the year to Sept. 2011 (16% yield). INVESTMENT RISKS & CONCERNS • Same-store sales declined 4% y-y in Jan-Sep 2011, including a decline of 4% in Jul-Sep, as Q3 “continued to be a transition period for RadioShack [Verizon Wireless launch and T-Mobile phaseout], and due to “pervasive challenges in the retail economy.” • Competition from other electronics retailers and discounters, including Walmart and Best Buy. It also competes against stores of its carrier customers, including Verizon Wireless, AT&T and Sprint. • Commoditization due to Internet price discovery. While some consumers value RadioShack’s service, many turn to the Internet to save money. Some may visit a store to get educated but ultimately buy online. • Dilution from stock options and $375 million of convertible debt. However, most of the dilutive securities are significantly “out-of-the-money.” SELECTED OPERATING DATA FYE December 31 2006 2007 2008 -6% -8% -1% ∆ same-store sales -6% -11% -1% ∆ revenue Revenue ($bn) 4.8 4.3 4.2 % of revenue by segment: Company stores 85% 86% 85% Kiosks/other 15% 14% 15% Revenue growth by segment: Company stores -9% -11% -1% Kiosks/other 16% -12% 0% EBIT margin by segment: Company stores 17% 21% 20% Kiosks/other -4% 11% 9% Unallocated -11% -10% -11% EBIT margin 3% 9% 8% Selected items as % of revenue: Gross profit 45% 48% 46% Adjusted EBITDA 6% 12% 10% Net income 2% 6% 4% D&A 3% 3% 2% Capex 2% 1% 2% % of revenue by major product category: Wireless 35% 33% 33% Accessories 23% 24% 27% Electronics 16% 15% 13% Number of locations (period end): Company stores4 4,467 4,447 4,653 Kiosks5 772 739 688 Dealer & other 1,596 1,484 1,411 Total locations 6,835 6,670 6,752 Change (y-y) -8% -2% 1% -8% 0% -5% ∆ shares out (avg) 2009 1% 1% 4.3 2010 4% 5% 4.5 YTD1 9/30/11 -4% 1% 3.0 85% 15% 85% 15% 85% 15% 1% 2% 4% 6% -5%2 57%3 19% 9% -9% 9% 18% 9% -8% 8% 15% -1% -9% 4% 46% 11% 5% 2% 2% 45% 10% 5% 2% 2% 44% 6% 2% 2% 2% 38% 24% 11% 48% 19% 9% n/a n/a n/a 4,680 562 1,321 6,563 -3% -2% 4,697 1,267 1,219 7,183 9% -3% 4,672 1,490 1,123 7,285 6% -17% 1 Seasonality is strongest during the Q4 holiday season. Includes only U.S. stores in both periods (2006-10 figures also include Mexican stores). YTD revenue was up 2% y-y in mobility products/services, down 6% in accessories and down 18% in consumer electronics. 3 Driven mainly by an additional 962 kiosks at Target and by increased sales from Mexican company-operated stores (included in both YTD periods). 4 9/30/11 figure includes 4,461 U.S. and 211 Mexican stores. Average store size: ~2,480 sq. ft. for U.S. stores and ~1,290 sq. ft. for Mexican stores. 5 9/30/11 figure includes only kiosks at Target stores. Avg kiosk size: ~50 sq. ft. 2 CATALYSTS • Q4 results incl. holiday sales (expected in February) • Execution of new $200 million share buyback MAJOR HOLDERS Insiders 1% | Perkins 10% | LSV 5% | Vanguard 5% | Global Thematic Partners 4% | State Street 3% | Brandywine 2% RATINGS VALUE Intrinsic value materially higher than market value? DOWNSIDE PROTECTION Low risk of permanent loss? MANAGEMENT Capable and properly incentivized? FINANCIAL STRENGTH Solid balance sheet? MOAT Able to sustain high returns on invested capital? EARNINGS MOMENTUM Fundamentals improving? MACRO Poised to benefit from economic and secular trends? THE BOTTOM LINE RadioShack’s share price is down by nearly 50% over the last year. While same-store sales declines are a concern, the company remains cash-generative, has a net debt-free balance sheet, and will repurchase $200 million of shares by the end of 2012 (~20% of outstanding shares at recent prices). Even if net income does not improve from the trailing figure of ~$115 million, this would imply an attractive forward P/E of 7x. Based on the potential for higher sales due to the recently signed deal with Verizon Wireless, as well as margin improvement prospects, investors may be paying 5x earnings or less. © 2008-2012 by BeyondProxy LLC. All rights reserved. February 2012 – Page 71 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors RADIOSHACK – EQUITY FAIR VALUE UNDER SELECTED VALUATION SCENARIOS Conservative Valuation methodology: Base Case Valuation methodology: Based on median consensus EPS estimate for the fiscal year ending December 30, 2012 ▼ Consensus FY12 EPS estimate: $1.35 minus Assumed haircut to FY12 consensus EPS estimate: 5% * $1.35 equals Revised FY12 EPS estimate: $1.28 multiplied by Corresponding industry P/E: 9.0x (*) equals Industry multiple-implied fair value: $1.2 billion ($12 per share) multiplied by Assumed RSH multiple as a percentage of the industry multiple: 125% (11.3x fair value P/E multiple) equals Estimated fair value of the common equity of RadioShack: $1.4 billion ($14 per share) (based on 100 million shares out) 41% upside to the recent stock price ($10 per share) Based on free cash flow for the twelve months ended September 30, 2011 ▼ Operating cash flow: $261 million minus Capex: $96 million equals Free cash flow: $165 million divided by Industry median FCF yield: 16.9% (*) equals Industry FCF yield-implied fair value: $970 million ($9.70 per share) multiplied by Assumed required FCF yield as a percentage of the industry FCF yield: 90% (15.3% required FCF yield) equals Estimated fair value of the common equity of RadioShack: $1.1 billion, or $11 per share (based on 100 million shares out) 6% upside to the recent stock price ($10 per share) (*) Represents Retail (Technology) industry median multiple. Aggressive Valuation methodology: Based on revenue for the twelve months ended September 30, 2011 and average EBIT margin for past seven fiscal years ▼ TTM net sales: $4.3 billion multiplied by Average 7-year EBIT margin: 8.1% equals Estimated EBIT: $350 million multiplied by Assumed fair value multiple of EBIT: 5x equals Estimated fair enterprise value of RadioShack: $1.7 billion plus Cash, ST investments: $670 million minus Total debt: $670 million equals Estimated fair value of the common equity of RadioShack: $1.7 billion, or $17 per share (based on 100 million shares out) 70% upside to the recent stock price ($10 per share) Source: Company filings, The Manual of Ideas analysis, assumptions and estimates. RADIOSHACK – ANALYSIS OF SELECTED COMPARABLE COMPANIES (Click to visit relevant websites) Best Buy / BBY Target / TGT CONN’S / CONN GameStop / GME hhgregg / HGG RadioShack / RSH Trading Data % ∆ to 7-Year MV ($mn) Low High -34 138 8,758 -50 41 33,694 -75 243 371 -62 160 3,349 -68 177 416 -37 242 1,022 EV ($mn) 8,643 51,842 675 3,031 448 Tang. Book/ MV 34% 45% 93% 19% 70% 1,021 75% Public Market Valuation EPS Yield TTM FCF This Next Yield TTM FY FY 28% 11% 14% 15% 3% 9% 8% 9% 25% neg. 5% 9% 21% 11% 12% 13% 2% 10% 10% 11% LTM Rev./ EV 586% 134% 113% 319% 493% Rev./ Empl. ($000) 281 195 294 569 454 16% 421% 123 10% 12% 13% Operating Performance ∆ Rev. % TTM Rev. Last Gross Adj. TTM Q Profit EBIT 0% 2% 25% 4% 3% 5% 31% 8% -22% 5% 38% 3% 4% 3% 27% 7% 21% 29% 30% 4% 2% 3% 43% 5% Tang. Equity/ Tang. Assets 15% 32% 44% 20% 44% 35% Abbreviations: MV = market value | EV = enterprise value | TTM = trailing twelve months | FY = fiscal year | Empl. = employee | Rev. = revenue | ∆ = change Explanations: ∆ revenue = year-over-year change | EPS yield for this and next FY is based on consensus EPS estimates | EBIT adjusted for certain unusual items Source: Company and market data, The Manual of Ideas analysis. RADIOSHACK – REVENUE AND ADJUSTED EBITDA MARGIN 1 For calculation of adjusted EBITDA, see http://bit.ly/x0ON3P. © 2008-2012 by BeyondProxy LLC. All rights reserved. Source: Company presentation dated May 2011. February 2012 – Page 72 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors RADIOSHACK – STORE BASE Source: Company presentation dated May 2011. RADIOSHACK – MANAGEMENT’S KEY OPERATING INITIATIVES Source: Company presentation dated May 2011. © 2008-2012 by BeyondProxy LLC. All rights reserved. February 2012 – Page 73 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors Rosetta Stone (RST) – Allianz, Artisan, Courage, MFC Global, Tamro Technology: Software & Programming Arlington VA, 800-788-0822 Trading Data www.rosettastone.com Consensus EPS Estimates Price: $7.52 (as of 1/20/12) 52-week range: $6.55–$21.00 Market value: $160 million Enterprise value: $49 million Shares outstanding: 21.3 million Ownership Data Valuation This quarter Next quarter FYE 12/31/11 Latest -$0.28 -0.23 -1.03 Month Ago -$0.27 -0.23 -1.03 # of Ests 5 3 4 P/E FYE 12/31/10 P/E FYE 12/31/11 P/E FYE 12/30/12 P/E FYE 12/30/13 EV/ LTM revenue 12x n/m n/m 21x 0.2x FYE 12/30/12 -0.58 -0.58 5 EV/ LTM EBIT n/m Insider ownership: 2% FYE 12/30/13 0.35 0.35 2 P / tangible book 1.3x Insider buys (last six months): 6 LT growth Insider sales (last six months): 2 Institutional ownership: 77% 15.0% EPS Surprise 11/3/11 15.0% Actual -$0.06 Greenblatt Criteria 3 Estimate -$0.13 LTM EBIT yield LTM pre-tax ROC -46% -231% Operating Performance and Financial Position ($ millions, except per share data) Revenue Gross profit R&D Adjusted operating income Adjusted net income Adjusted diluted EPS Dividend Shares out (avg) … % of revenue: Gross profit R&D Adjusted operating income Cash, investments Receivables Inventory Total current assets PP&E, net Total assets Tangible assets Payables Total current liabilities Debt Total liabilities Common equity Tangible equity TBV / tangible assets TBV per share 2004 25 21 2 2 2 1.19 0.00 2 2005 48 40 3 7 7 4.25 0.00 2 84.3% 7.1% 7.1% 83.1% 5.8% 13.8% Fiscal Years Ended December 31, 2006 2007 2008 92 137 209 80 117 181 8 13 18 -3 9 29 -3 3 16 -1.75 1.47 8.22 0.00 0.00 0.00 2 2 2 87.4% 9.0% -3.2% 17 9 1 31 7 97 44 2 24 16 38 3 -50 -114% -31.32 84.9% 9.4% 6.2% 22 12 4 43 13 110 63 5 36 13 47 7 -41 -65% -23.96 86.3% 8.8% 14.0% 31 27 5 71 16 139 94 3 52 10 60 23 -22 -23% -11.39 2009 252 219 26 21 13 0.89 0.00 15 2010 259 220 23 12 13 0.62 0.00 20 LTME 9/30/11 262 216 24 -23 -10 -0.49 0.00 21 FQE 9/30/10 61 51 6 -2 -1 -0.04 0.00 20 FQE 9/30/11 64 53 5 -6 -1 -0.06 0.00 21 86.8% 10.4% 8.2% 95 37 9 155 18 225 180 2 66 0 69 156 111 62% 7.40 84.9% 9.0% 4.8% 122 50 10 201 21 277 231 8 93 0 98 178 133 57% 6.48 82.2% 9.0% -8.6% 111 50 9 186 22 263 217 8 90 0 94 169 124 57% 5.94 82.9% 9.9% -3.6% 110 51 12 186 21 259 213 1 83 0 87 172 126 59% 6.15 82.4% 7.8% -9.3% 111 50 9 186 22 263 217 8 90 0 94 169 124 57% 5.94 Ten-Year Stock Price Performance and Trading Volume Dynamics $35 $30 $25 $20 $15 $10 $5 $0 Jan 10 © 2008-2012 by BeyondProxy LLC. All rights reserved. Jan 11 Jan 11 February 2012 – Page 74 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors BUSINESS OVERVIEW Rosetta Stone offers language-learning products and services. SELECTED OPERATING DATA FYE December 31 ∆ consumer units sold ∆ avg price/consumer unit sold ∆ revenue ∆ deferred revenue ∆ EBITDA (“operating”)1 ∆ EBITDA (GAAP) Revenue ($mn) % of revenue by type: Product Subscription and service Revenue growth by type: Product Subscription and service % of revenue by geography: U.S. International Revenue growth by geography: U.S. International % of revenue by sales channel: Consumer2 Institutional3 Selected items as % of revenue: Gross profit Marketing G&A R&D EBIT Net income Net cash from ops D&A Capex Deferred revenue, period-end ($mn) “Operating” EBITDA ($mn) GAAP EBITDA ($mn) Consumer units sold (‘000s) Average price per consumer unit ($) INVESTMENT HIGHLIGHTS • One of the most recognized language learning brands in the U.S. Rosetta Stone has built a wide following in the ~$4.0 billion U.S. consumer language learning market, of which ~$2.2 billion is self-study, Rosetta’s business focus.* • Recent valuation ignores brand strength, fortress balance sheet, and subscription/services growth, especially in non-U.S. and institutional markets. While FCF is negative $12 million in Jan-Sep of ‘11, Rosetta generated $67 million of FCF in 2008-10 (1.4x EV). • Scalable technology and proprietary content can be deployed across many languages (30+ offered). Rosetta created “many” of the 25,000+ images and “all of the” 400,000+ recorded sound files itself. • Net cash represents ~70% of recent market value. Rosetta had $103 million of cash, $8 million of short-term investments, and no debt as of 9/30/11. • Subscription/service revenue grew 75% y-y to $53 million (28% of revenue**) in Jan-Sep of ‘11. It derives mainly from institutional customers (24% of YTD revenue, up from 16% in 2008), as well as from sales of Version 4 TOTALe to consumers. • Non-U.S. revenue grew 40% y-y to $42 million (22% of revenue) in Jan-Sep of ‘11. Per Nielsen, 90%+ of the $83 billion spent on consumer language learning in 2007 was spent outside of the U.S. INVESTMENT RISKS & CONCERNS • Transition from CD-based desktop software model to digital services carries execution risks. Rosetta’s legacy model of selling packaged CDROMs ($300+ per unit) to consumers is under threat from low-priced or free online-based offerings. Rosetta’s own online strategy and focus on nonU.S./institutional markets is yet to deliver cash flow. • High marketing needs due to strong competition, including location-based instruction (e.g. classrooms, Berlitz) and online/offline self-study rivals (e.g. Living Language, Pimsleur, LiveMocha, Busuu). Rosetta may be better of pursuing a license model. • Searching for a new CEO since mid-October 2011 to replace long-time CEO Tom Adams (38), who is aiming to become non-executive chairman. CATALYSTS • Announcement of new CEO (due anytime) • Potential return to profitability (uncertain) • Potential for share buybacks (uncertain) 1 2 3 2008 21% 29% 52% 22% 119% 112% 209 2009 3% 16% 20% 66% 50% -25% 252 2010 -7% 12% 3% 81% -24% -25% 259 YTD 9/30/11 5% -10% 2% 20% -142% -224% 188 88% 12% 87% 13% 83% 17% 72% 28% 54% 45% 19% 34% -1% 28% -13% 75% 95% 5% 92% 8% 82% 18% 78% 22% 52% 52% 17% 93% -9% 131% -6% 40% 84% 16% 83% 17% 79% 21% 76% 24% 86% 45% 19% 9% 13% 7% 9% 3% 3% 16 39 35 580 302 87% 46% 23% 10% 8% 5% 16% 2% 3% 26 59 26 597 350 85% 51% 21% 9% 5% 5% 12% 3% 3% 47 45 20 554 392 82% 63% 23% 9% -13% -8% -2% 3% 4% 48 -13 -19 400 355 Includes deferred revenue changes; excludes stock-based compensation. Includes: direct-to-consumer (50% of YTD revenue), retail (14%), kiosk (12%). Includes educational institutions, government agencies and corporations. MAJOR HOLDERS CEO Adams 5% | Other insiders1 2% | ABS 25% | Norwest 16% | Artisan 8% | Allianz Global 6% | Tamro 3% | MFC 2% 1 Excludes directors affiliated with ABS Capital and Norwest Equity. RATINGS VALUE Intrinsic value materially higher than market value? DOWNSIDE PROTECTION Low risk of permanent loss? MANAGEMENT Capable and properly incentivized? FINANCIAL STRENGTH Solid balance sheet? MOAT Able to sustain high returns on invested capital? EARNINGS MOMENTUM Fundamentals improving? MACRO Poised to benefit from economic and secular trends? * Based on consumer spending in 2010 (per company estimates). U.S. consumers represented 54% of YTD total bookings (down from 62% in ‘10). The remaining 72% of revenue derives mainly from CD-ROM sales. ** THE BOTTOM LINE Rosetta Stone’s transition from a largely offline customer acquisition model to an online subscription/services model has led to losses, management turnover, and a steep decline in the share price. However, the market appears to be ignoring Rosetta’s strong brand, growing non-U.S. markets, and fortress balance sheet (net cash represents ~70% of market value). While high marketing costs are a concern, they have added to brand recognition. The latter enables the pursuit of a licensing model, which alone could support the recent enterprise value of ~$50 million. The latter is too low relative to inherent earning power. © 2008-2012 by BeyondProxy LLC. All rights reserved. February 2012 – Page 75 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors ROSETTA STONE – EQUITY FAIR VALUE UNDER SELECTED VALUATION SCENARIOS Conservative Base Case Aggressive Valuation methodology: Valuation methodology: Valuation methodology: Based on tangible book value as of September 30, 2011 Based on revenue for the twelve months ended September 30, 2011 and average EBIT margin for past seven fiscal years Based on revenue for the twelve months ended September 30, 2011, and assumed normalized EBIT margin ▼ ▼ ▼ Book value: $169 million TTM net sales: $262 million TTM net revenue: $262 million minus multiplied by multiplied by Intangibles: $46 million Average 7-year EBIT margin: 7.3% Assumed operating margin: 10.0% equals equals equals Tangible book value: $124 million Estimated EBIT: $19 million Est. operating income: $26 million multiplied by multiplied by multiplied by Industry price to book: 2.6x (*) (†) Assumed fair value multiple of EBIT: 5.0x Assumed fair value multiple: 6.0x equals equals equals multiplied by Estimated fair enterprise value of Rosetta Stone: $95 million Estimated fair enterprise value of Rosetta Stone: $157 million Assumed RST multiple as a percentage of the industry multiple: plus plus Cash, ST investments: $111 million Cash, ST investments: $111 million Industry multiple-implied fair value: $320 million ($15 per share) 50% minus minus (1.3x multiple of tangible book) Total debt: $0 Total debt: $0 equals equals equals Estimated fair value of the common equity of Rosetta Stone: Estimated fair value of the common equity of Rosetta Stone: Estimated fair value of the common equity of Rosetta Stone: $158 million ($7.40 per share) $207 million, or $9.70 per share $269 million, or $13 per share (based on 21 million shares out) (based on 21 million shares out) (based on 21 million shares out) 1% downside from the recent stock price ($7.50 per share) 29% upside to the recent stock price ($7.50 per share) 68% upside to the recent stock price ($7.50 per share) (*) Represents Software & Programming industry median multiple. (†) In order to be conservative, we apply the industry median multiple of book value to the company’s tangible book value. Source: Company filings, The Manual of Ideas analysis, assumptions and estimates. ROSETTA STONE – MANAGEMENT’S Q4 2011 FINANCIAL EXPECTATIONS 1 “Sales bookings” are defined as executed sales contracts received by company that are recorded immediately either as revenue or as deferred revenue. “Operating EBITDA” equals GAAP net income or loss plus interest expense, income tax expense, depreciation, amortization, stock-based compensation expenses and change in deferred revenue. 3 “Free cash flow” is defined as cash provided by operations less cash used for purchases of property and equipment 2 Source: Company presentation dated November 2011. © 2008-2012 by BeyondProxy LLC. All rights reserved. February 2012 – Page 76 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors ROSETTA STONE – QUARTERLY BUSINESS METRICS (in thousands) Source: Company 3Q11 supplemental financial information. © 2008-2012 by BeyondProxy LLC. All rights reserved. February 2012 – Page 77 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors Skechers (SKX) – Artisan, Cadian, DFA, Lane Five, Pzena, Weitz, Wellington Consumer Cyclical: Footwear, Member of S&P SmallCap 600 Manhattan Beach CA, 310-318-3100 Trading Data www.skechers.com Consensus EPS Estimates Price: $12.10 (as of 1/20/12) 52-week range: $11.21–$23.66 Market value: $604 million Enterprise value: $494 million Shares outstanding: 49.9 million Ownership Data This quarter Next quarter FYE 12/31/11 Latest -$0.23 0.19 -0.45 Month Ago -$0.17 0.28 -0.39 Valuation # of Ests 5 4 5 P/E FYE 12/31/10 P/E FYE 12/31/11 P/E FYE 12/30/12 P/E FYE 12/30/13 EV/ LTM revenue 4x n/m 26x 19x 0.3x FYE 12/30/12 0.46 0.74 5 EV/ LTM EBIT n/m Insider ownership: 2% FYE 12/30/13 0.65 1.13 2 P / tangible book 0.7x Insider buys (last six months): 1 LT growth Insider sales (last six months): 7 Institutional ownership: 96% n/a n/a EPS Surprise 10/26/11 Actual $0.17 Greenblatt Criteria n/a Estimate $0.01 LTM EBIT yield LTM pre-tax ROC -6% -4% Operating Performance and Financial Position ($ millions, except per share data) Revenue Gross profit Adjusted operating income Adjusted pretax income Adjusted net income Adjusted diluted EPS Shares out (avg) … % of revenue: Gross profit Adjusted operating income Cash, investments Receivables Inventory Total current assets PP&E, net Total assets Tangible assets Payables Short-term debt Total current liabilities Long-term debt Total liabilities Common equity Tangible equity TBV / tangible assets TBV per share EBIT/capital employed 2004 920 371 52 44 29 0.74 39 2005 1,007 421 75 70 42 1.06 40 40.3% 5.6% 138 123 150 425 83 519 517 94 3 111 113 224 295 293 57% 7.59 20% 41.8% 7.5% 197 142 136 492 73 582 581 108 1 131 107 238 344 343 59% 8.63 30% Fiscal Years Ended December 31, 2006 2007 2008 1,205 1,394 1,441 523 600 596 113 113 58 112 118 61 70 75 56 1.71 1.66 1.21 41 45 46 43.4% 9.3% 221 186 201 632 88 737 737 161 1 181 107 288 449 449 61% 10.92 41% 43.0% 8.1% 304 178 204 709 98 828 828 165 0 185 17 201 627 627 76% 13.85 35% 41.4% 4.0% 115 183 261 602 158 876 871 165 1 188 16 208 669 663 76% 14.41 15% 2009 1,436 621 74 73 57 1.23 46 2010 2,007 912 198 198 137 2.89 47 LTME 9/30/11 1,777 695 -30 -35 -7 -0.14 48 FQE 9/30/10 555 253 56 53 36 0.76 48 FQE 9/30/11 412 175 2 2 8 0.17 48 43.2% 5.2% 296 232 224 789 172 996 987 196 3 231 16 250 746 737 75% 15.91 16% 45.4% 9.9% 234 276 399 973 294 1,305 1,297 247 30 307 52 397 908 901 69% 18.99 33% 39.1% -1.7% 248 252 238 828 382 1,248 1,242 146 59 226 79 343 905 899 72% 18.55 -4% 45.5% 10.0% 249 291 327 922 269 1,230 1,223 232 18 272 16 323 908 900 74% 18.92 36% 42.5% 0.6% 248 252 238 828 382 1,248 1,242 146 59 226 79 343 905 899 72% 18.55 1% Ten-Year Stock Price Performance and Trading Volume Dynamics $50 $45 $40 $35 $30 $25 $20 $15 $10 $5 $0 Jan 03 Jan 04 © 2008-2012 by BeyondProxy LLC. All rights reserved. Jan 05 Jan 06 Jan 07 Jan 08 Jan 09 Jan 10 Jan 11 Jan 11 February 2012 – Page 78 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors BUSINESS OVERVIEW Skechers provides lifestyle and athletic footwear. SELECTED OPERATING DATA INVESTMENT HIGHLIGHTS • Globally recognized footwear brand. Since the introduction of the first line — Skechers USA Sport Utility Footwear — in 1992, the Skechers brand has gained popularity globally, especially with teenagers. • Share price decline due to the boom and bust of toning footwear Shape-ups presents an opportunity to buy Skechers near liquidation value. After contributing to record revenue in 2010, lower demand for Shape-ups has resulted in excess inventory and negative operating leverage in 2011. • Recent valuation of 0.7x tangible book, and 5x average 2006-10 EBIT, appears too low, given Skechers proven staying power over a couple of decades, as well as the strong balance sheet. • $110 million of net cash as of September 30, 2011. “Net-net” current assets of $485 million (current assets less total liabilities) are ~80% of market value. • Growing business outside of North America represents 30% of TTM revenue. Skechers is growing through JVs in Asia, subsidiaries in Brazil and Chile, and distributors in India and Mexico. • 3Q11 gross margin returned to 43%, reflecting “reduced inventory levels and more in-line product levels, as well as a normalized flow of our product.” INVESTMENT RISKS & CONCERNS • Lack of FCF and return of capital despite revenue nearly doubling from 2006 to 2010. Cumulative FCF was negative $80 million in 200610. FCF is negative $46 million in Jan-Sep of 2011. High working capital requirements are a challenge. • Poor governance. Skechers has a dual-class share structure and staggered board. Four of the top five executives receive a base salary of $1 million. While the controlling Greenberg family, led by founder, chairman and CEO Robert Greenberg (71), has built a substantial business, governance is a worry. • Low barriers to entry and changing consumer trends make sustainable profitability a challenge. This is best exemplified by the recent boom and bust reflecting the change in fortunes tied to the company’s toning footwear Shape-ups. • Potential liabilities related to Shape-ups litigation and regulatory inquiries. Skechers faces requests for information regarding claims and advertising from regulatory agencies in the U.S. and other countries. It also faces consumer complaints and allegations of injury tied to its Shape-ups line. 1 FYE December 31 2006 20% ∆ revenue 48% ∆ EBIT Revenue ($bn) 1.2 % of revenue by segment: Wholesale–domestic 64% Wholesale–international 15% Retail1 20% E-commerce 1% Revenue growth by major segment: Wholesale–domestic 22% Wholesale–international 12% Retail 18% Gross margin by major segment: Wholesale–domestic 39% Wholesale–international 35% Retail 64% Gross margin 43% % of revenue by geography: North America 85% Rest of world 15% Revenue growth by geography: North America 22% Rest of world 10% Selected items as % of revenue: EBIT 9% Net income 6% Net cash from ops 2% D&A 1% Capex 2% Return on tang. equity 18% Tangible equity / assets 60% 4% ∆ shares out (avg) 2007 16% 0% 1.4 2008 3% -49% 1.4 2009 0% 25% 1.4 2010 40% 171% 2.0 YTD 9/30/11 -15% -116% 1.3 60% 19% 20% 1% 56% 23% 20% 1% 53% 23% 22% 2% 56% 22% 2% 1% 45% 31% 23% 1% 8% 46% 18% -3% 24% 1% -5% -1% 14% 48% 33% 28% -35% 25% 2% 39% 37% 61% 43% 34% 41% 61% 41% 38% 36% 62% 43% 41% 42% 62% 45% 27% 41% 57% 39% 82% 18% 78% 22% 78% 22% 79% 21% 69% 31% 11% 42% -1% 24% -1% 1% 41% 35% -26% 31% 8% 5% 7% 1% 2% 14% 69% 10% 4% 4% -2% 1% 5% 9% 76% 2% 5% 4% 8% 1% 3% 8% 75% 1% 10% 7% -2% 1% 4% 17% 72% 2% -2% -1% 5% 2% 9% -1% 73% 2% Includes U.S. and international retail sales. As of September 30, 2011, Skechers had 272 U.S. retail stores and 47 international retail stores. CATALYSTS • Potential return to sales growth and/or profitability on the back of core and new product lines • Resolution of litigation and regulatory inquiries related to the company’s toning footwear Shape-ups MAJOR HOLDERS Shares out: 39 million class A (SKX; one vote/share) and 11 million class B shares (not listed; ten votes). Chairman and CEO Greenberg and family have voting control (~35%). Economic stake: CEO Greenberg 14% | Other insiders 6% FMR 9% | Artisan 7% | Pzena 4% | Cadian 4% | Lane Five <1% RATINGS VALUE Intrinsic value materially higher than market value? DOWNSIDE PROTECTION Low risk of permanent loss? MANAGEMENT Capable and properly incentivized? FINANCIAL STRENGTH Solid balance sheet? MOAT Able to sustain high returns on invested capital? EARNINGS MOMENTUM Fundamentals improving? MACRO Poised to benefit from economic and secular trends? THE BOTTOM LINE Despite the recent boom and bust of its Shape-ups line of toning footwear, Skechers has proven over two decades that it has staying power in a competitive and fickle industry. At a recent valuation of 0.7x tangible book and 5x average 2006-10 EBIT, the market may be ignoring Skechers’ long-term earning power and strong balance sheet. While the stock is cheap, we are less enthusiastic about the lack of historic FCF generation as well as poor governance under the controlling Greenberg family. © 2008-2012 by BeyondProxy LLC. All rights reserved. February 2012 – Page 79 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors SKECHERS – EQUITY FAIR VALUE UNDER SELECTED VALUATION SCENARIOS Conservative Base Case Valuation methodology: Valuation methodology: Valuation methodology: Based on tangible book value as of September 30, 2011 Based on average adjusted EBIT for the past seven fiscal years Based on revenue for the twelve months ended September 30, 2011 and average EBIT margin for past seven fiscal years ▼ Book value: $910 million minus Intangibles: $6.2 million equals Tangible book value: $900 million multiplied by Industry price to book: .7x (*) (†) equals ▼ average of FY10 adjusted EBIT: $198 million FY09 adjusted EBIT: $74 million FY08 adjusted EBIT: $58 million FY07 adjusted EBIT: $113 million FY06 adjusted EBIT: $113 million FY05 adjusted EBIT: $75 million FY04 adjusted EBIT: $52 million equals Average adjusted EBIT: $98 million minus Industry multiple-implied fair value: $640 million ($13 per share) multiplied by Assumed SKX multiple as a percentage of the industry multiple: 90% (0.6x multiple of tangible book) Aggressive ▼ TTM net sales: $1.8 billion multiplied by Average 7-year EBIT margin: 7.1% equals Estimated EBIT: $126 million multiplied by Assumed fair value multiple of EBIT: 6x equals Estimated fair enterprise value of Skechers: $760 million plus Cash, ST investments: $248 million minus Total debt: $138 million equals Assumed adjustment to average seven-year EPS: -5% * $98 million equals Revised “normalized” EBIT: $93 million multiplied by Assumed fair value EBIT multiple: 6x equals equals Estimated fair value of the common equity of Skechers: $570 million ($12 per share) (based on 50 million shares out) Estimated fair value of the common equity of Skechers: $870 million, or $17 per share (based on 50 million shares out) Estimated fair enterprise value of Skechers: $560 million plus Net cash, investments: $248 million minus Total debt: $138 million equals 5% downside from the recent stock price ($12 per share) (*) Represents Footwear industry median multiple. 43% upside to the recent stock price ($12 per share) Skechers average profitability over the past seven years may not accurately reflect the company’s normalized earning power. If the company’s can generate a reasonable return on equity in the future, the shares could be worth considerably more than is implied by recent results (book value discount could narrow). Estimated fair value of the common equity of Skechers: $670 million ($13 per share) (based on 50 million shares out) (†) In order to be conservative, we apply the industry median multiple of book value to the company’s tangible book value. Source: Company filings, The Manual of Ideas analysis, assumptions and estimates. 10% upside to the recent stock price ($12 per share) SKECHERS – ANALYSIS OF SELECTED COMPARABLE COMPANIES (Click to visit relevant websites) Crocs / CROX Deckers / DECK Kenneth Cole / KCP K-Swiss / KSWS LaCrosse / BOOT Madden / SHOO Nike / NKE R.G. Barry / DFZ Rocky / RCKY Trading Data % ∆ to 7-Year MV ($mn) Low High -96 312 1,648 -93 42 3,238 -59 195 217 -21 1104 112 -46 77 85 -88 6 1,672 -63 0 46,699 -75 6 139 -79 239 81 EV ($mn) 1,429 3,193 178 84 110 1,633 43,805 168 137 Median Skechers / SKX -57 271 604 494 Tang. Book/ MV 27% 16% 56% 159% 63% 17% 20% 21% 103% Public Market Valuation EPS Yield TTM FCF This Next Yield TTM FY FY 4% 7% 7% 8% -2% 5% 6% 7% -13% neg. 4% 6% -75% neg. neg. neg. -31% 6% 6% 8% 2% 5% 6% 7% 3% 5% 5% 6% 0% 7% 5% 7% -9% 14% 14% 16% LTM Rev./ EV 68% 38% 263% 312% 127% 52% 52% 86% 176% Rev./ Empl. ($000) 244 802 669 433 280 1,089 596 1,047 106 Operating Performance ∆ Rev. % TTM Rev. Last Gross Adj. TTM Q Profit EBIT 7% 28% 54% 13% 31% 49% 50% 21% 5% 8% 39% 0% 21% 31% 36% -24% -1% -6% 40% 6% 38% 71% 39% 17% 14% 18% 44% 13% 10% 38% 39% 12% -2% -5% 37% 7% Tang. Equity/ Tang. Assets 67% 60% 49% 73% 52% 58% 66% 33% 48% 27% -2% 5% 6% 7% 86% 596 10% 28% 39% 12% 58% 149% -18% -1% neg. 4% 360% 706 -8% -26% 39% -2% 72% Abbreviations: MV = market value | EV = enterprise value | TTM = trailing twelve months | FY = fiscal year | Empl. = employee | Rev. = revenue | ∆ = change Explanations: ∆ revenue = year-over-year change | EPS yield for this and next FY is based on consensus EPS estimates | EBIT adjusted for certain unusual items Source: Company and market data, The Manual of Ideas analysis. © 2008-2012 by BeyondProxy LLC. All rights reserved. February 2012 – Page 80 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors Click here to access this spreadsheet in real time, or visit The Manual of Ideas Members Area at http://members.manualofideas.com Company names link to MOI profiles Quick thesis or update on each holding We started the model portfolios with a fictional investment of $1 million on August 24, 2011. Performance will be benchmarked against the S&P 500. Access The Manual of Ideas Model Portfolios in Real Time! Visit our Members Area at http://members.manualofideas.com © 2008-2012 by BeyondProxy LLC. All rights reserved. February 2012 – Page 81 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors Telular (WRLS) – Centaur, DFA, North Star, RenTech, T2 Partners Technology: Communications Equipment Chicago IL, 312-379-8397 Trading Data www.telular.com Consensus EPS Estimates Price: $7.96 (as of 1/20/12) 52-week range: $5.40–$8.90 Market value: $121 million Enterprise value: $108 million Shares outstanding: 15.2 million Ownership Data This quarter Next quarter FYE 9/30/12 Latest n/a n/a 0.40 Month Ago n/a n/a 0.40 Valuation # of Ests n/a n/a 1 FYE 9/30/13 0.48 0.48 1 Insider ownership: 2% FYE 9/30/14 n/a n/a n/a Insider buys (last six months): 5 LT growth n/a Insider sales (last six months): 6 Institutional ownership: 34% EPS Surprise 11/10/11 n/a Actual n/a P/E FYE 10/1/11 P/E FYE 9/30/12 P/E FYE 9/30/13 P/E FYE 9/30/14 EV/ LTM revenue EV/ LTM EBIT 17x P / tangible book 2.4x Greenblatt Criteria n/a Estimate n/a 31x 20x 17x n/a 2.1x LTM EBIT yield LTM pre-tax ROC 6% 92% Operating Performance and Financial Position ($ millions, except per share data) Revenue Gross profit R&D Adjusted operating income Adjusted net income Adjusted diluted EPS Dividend Shares out (avg) … % of revenue: Gross profit R&D Adjusted operating income Cash, investments Receivables Inventory Total current assets PP&E, net Total assets Tangible assets Payables Total current liabilities Debt Total liabilities Tangible equity TBV / tangible assets TBV per share EBIT/capital employed 2005 34 9 3 -5 -5 -0.33 0.00 14 2006 46 14 4 -1 -1 -0.04 0.00 17 27.2% 9.6% -14.3% 22 12 8 46 3 54 49 7 10 0 10 40 80% 2.93 -28% 29.8% 8.5% -2.2% 7 11 3 54 1 58 56 7 19 3 19 37 66% 2.18 -4% Fiscal Years Ended September 30, 2007 2008 2009 75 66 47 25 25 19 7 5 5 5 6 2 6 6 2 0.31 0.32 0.13 0.00 0.00 0.00 18 19 17 33.3% 9.3% 7.2% 10 20 4 52 1 56 54 10 17 0 17 36 68% 2.00 18% 37.2% 7.9% 8.6% 21 7 10 44 2 48 46 3 8 0 8 38 83% 2.00 27% 40.3% 10.2% 4.2% 18 8 8 34 2 40 36 2 5 0 5 31 86% 1.81 13% 2010 47 20 5 3 38 2.55 0.00 15 2011 51 25 5 6 4 0.28 0.40 15 LTME 9/30/11 51 25 5 6 4 0.27 0.40 15 FQE 9/30/10 12 5 1 1 36 2.41 0.00 15 FQE 9/30/11 13 7 1 2 2 0.11 0.10 15 42.2% 9.7% 7.2% 28 7 5 40 2 82 77 3 6 0 7 70 91% 4.72 31% 49.9% 9.1% 12.5% 13 6 3 23 2 68 57 3 7 0 8 49 86% 3.29 92% 49.9% 9.1% 12.5% 13 6 3 23 2 68 57 3 7 0 8 49 86% 3.27 92% 43.3% 8.3% 10.8% 28 7 5 40 2 82 77 3 6 0 7 70 91% 4.73 76% 50.4% 9.2% 16.0% 13 6 3 23 2 68 57 3 7 0 8 49 86% 3.27 >100% Ten-Year Stock Price Performance and Trading Volume Dynamics $20 $18 $16 $14 $12 $10 $8 $6 $4 $2 $0 Jan 03 Jan 04 © 2008-2012 by BeyondProxy LLC. All rights reserved. Jan 05 Jan 06 Jan 07 Jan 08 Jan 09 Jan 10 Jan 11 Jan 11 February 2012 – Page 82 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors BUSINESS OVERVIEW Telular develops products that utilize wireless networks to provide data connectivity among people and machines. SELECTED OPERATING DATA FYE September 30 2007 2008 ∆ revenue – products 65% -20% ∆ revenue – services 56% 16% ∆ revenue 63% -11% ∆ gross profit 82% -1% ∆ assets -4% -14% ∆ book value -1% 5% ∆ BV per share -8% 0% Revenue ($mn) 75 66 …from U.S. 86% 86% …from one customer 43% ~35% % of revenue by type: Monitoring equipment 55% 43% Terminal 22% 27% Services 23% 31% Gross margin by type: Products 29% 31% Services 47% 51% Selected items as % of revenue: Gross profit 33% 37% R&D 9% 8% EBIT 7% 9% Net income -3% -2% D&A 1% 1% Capex 1% 2% Tangible assets ($mn) 54 46 Selected items as % of tangible assets: Cash, investments 19% 46% Receivables 37% 15% Inventory 7% 22% PP&E, net 3% 4% Payables 18% 6% Debt 0% 0% Tangible equity 68% 83% Return on tang. equity 15% 16% Trailing P/E (end) 22x 4x Forward P/E (end) 21x 10x Diluted EPS (cont.) ($) 0.31 0.32 Dividends per share ($) – – BV per share (end) ($) 2 2 Share price (end) ($) 7 1 Volume (mn shares) 24 23 Shares out (avg) (mn) 18.2 19.2 ∆ shares out (avg) 8% 5% INVESTMENT HIGHLIGHTS • Targets machine-to-machine (M2M) software markets with services that earn recurring revenue as opposed to one-time product sales (more than 50% of revenue is recurring). M2M applications involve outfitting equipment with sensors to facilitate supply chain management, security monitoring, and vehicle tracking. Telular’s software-as-a-service offerings are built on the company’s expertise in complex software systems and cellular electronics. As part of its offerings, Telular resells commercial wireless services. • Grew revenue profitably in 2011, with a positive outlook for continued growth. The company is adding new M2M revenue streams, as evidenced by contributions from TankLink service revenue. • Large, accretive acquisition of SkyBiz announced in December. Telular is paying $35 million in cash and $7 million in stock. The use of low-cost (<4%) debt makes this an accretive deal. Explains investor Aaron Edelheit, “[Telular] is only issuing one million new shares to get $4 million of additional cash earnings. I now expect $15 to $16 million in cash earnings, up from $9.6 million in fiscal 2011. The stock now has nearly a 6% dividend, and should see earnings growth of 50-60% in this fiscal year. And it trades at around 8 times to earnings.” • Guiding for net income before non-cash items of $11-12.0 million in FY12, with quarterly Telguard unit sales expected to rise to 20,000-30,000. This guidance should be revised upward due to SkyBiz. Telular paid its first dividend in FY11 ($0.40 for the year), and recently increased it to $0.11 per quarter. INVESTMENT RISKS & CONCERNS • 37% of revenue from ADT, a major U.S. securities systems provider. The supply agreement places no minimum purchase commitments upon ADT and has a 12-month term that auto-renews unless canceled. ADT’s large contribution to Telular’s financial results gives it negotiating leverage. • M2M wireless software markets are competitive and difficult to predict, making it all but impossible to look beyond this year when forecasting results. POTENTIAL CATALYSTS • Upward revision in guidance, or future results beating current profit guidance of $11-12 million 2009 -46% 11% -29% -23% -16% -12% -1% 47 98% ~35% 2010 -20% 22% 0% 5% 102% 112% 143% 47 99% 38% 2011 -3% 13% 7% 26% -16% -19% -20% 51 98% 37% 38% 14% 48% 34% 8% 58% 32% 6% 62% 26% 56% 18% 60% 25% 65% 40% 10% 4% 4% 2% 2% 36 42% 10% 7% 80% 2% 2% 77 50% 9% 12% 8% 4% 2% 57 50% 21% 22% 6% 6% 0% 86% 7% 29x 2x 0.13 – 2 4 10 17.1 -11% 36% 9% 6% 3% 4% 0% 91% 75% 3x 26x 2.49 – 5 7 14 14.9 -13% 22% 10% 5% 4% 5% 0% 86% 7% 29x 19x 0.26 0.40 4 8 15 15.0 1% MAJOR HOLDERS CEO 4%* | Other insiders 11% | DFA 7% | RenTech 5% | T2 2% | Robeco 2% | Centaur 2% | North Star 1% * Consists primarily of stock options. RATINGS VALUE Intrinsic value materially higher than market value? DOWNSIDE PROTECTION Low risk of permanent loss? MANAGEMENT Capable and properly incentivized? FINANCIAL STRENGTH Solid balance sheet? MOAT Able to sustain high returns on invested capital? EARNINGS MOMENTUM Fundamentals improving? MACRO Poised to benefit from economic and secular trends? THE BOTTOM LINE Telular provides specialized software and services used in a range of industrial and commercial applications, with a majority of revenue considered recurring (software-as-a-service). The company appears fairly valued based on existing guidance of $11-12 million in cash earnings in FY12, but it is likely undervalued considering accretion from the $42 million accretive deal to buy SkyBiz, announced in December. SkyBiz fits well within Telular’s machine-to-machine solutions portfolio. According to Aaron Edelheit, cheap deal financing could help bring cash earnings to $15-16 million in FY12. © 2008-2012 by BeyondProxy LLC. All rights reserved. February 2012 – Page 83 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors TELULAR – EQUITY FAIR VALUE UNDER SELECTED VALUATION SCENARIOS Conservative Base Case Aggressive Valuation methodology: Valuation methodology: Valuation methodology: Based on median consensus EPS estimate for the fiscal year ending September 29, 2013 ▼ Consensus FY12 EPS estimate: $0.48 minus Assumed boost to FY12 consensus EPS estimate: -25% * $0.48 equals Revised FY12 EPS estimate: $0.60 multiplied by Corresponding industry P/E: 14.6x (*) equals Industry multiple-implied fair value: $133 million ($8.80 per share) multiplied by Assumed WRLS multiple as a percentage of the industry multiple: 110% (16.1x fair value P/E multiple) equals Estimated fair value of the common equity of Telular: $146 million ($9.60 per share) (based on 15 million shares out) 21% upside to the recent stock price ($8.00 per share) Based on tangible book value as of September 30, 2011 ▼ Book value: $60 million minus Intangibles: $11 million equals Tangible book value: $49 million multiplied by Industry price to book: 1.4x (*) (†) equals Industry multiple-implied fair value: $70 million ($4.60 per share) multiplied by Assumed WRLS multiple as a percentage of the industry multiple: 90% (1.3x multiple of tangible book) equals Estimated fair value of the common equity of Telular: $63 million ($4.10 per share) (based on 15 million shares out) 48% downside from the recent stock price ($8.00 per share) Based on free cash flow for the twelve months ended September 30, 2011 ▼ Operating cash flow: $15 million minus Capex: $1.1 million equals Free cash flow: $13 million divided by Industry median FCF yield: 5.4% (*) equals Industry FCF yield-implied fair value: $247 million ($16 per share) multiplied by Assumed required FCF yield as a percentage of the industry FCF yield: 120% (6.5% required FCF yield) equals Estimated fair value of the common equity of Telular: $205 million, or $14 per share (based on 15 million shares out) 70% upside to the recent stock price ($8.00 per share) (*) Represents Communications Equipment industry median multiple. (†) In order to be conservative, we apply the industry median multiple of book value to the company’s tangible book value. Source: Company filings, The Manual of Ideas analysis, assumptions and estimates. TELULAR – ANALYSIS OF SELECTED COMPARABLE COMPANIES (Click to visit relevant websites) General Electric / GE Honeywell / HON Numerex / NMRX Tyco / TYC United Tech / UTX Telular / WRLS Trading Data % ∆ to 7-Year MV ($mn) Low High -70 120 202,173 -60 10 44,383 -80 43 131 -70 13 23,001 -51 20 69,488 -86 12 EV ($mn) 523,673 48,046 128 25,759 74,886 Tang. Book/ MV 16% n/m 9% 2% 1% 108 41% 121 Public Market Valuation EPS Yield TTM FCF This Next Yield TTM FY FY 0% 6% 7% 8% 4% 6% 7% 8% -2% neg. 2% 4% 4% 7% 7% 8% 8% 7% 7% 7% LTM Rev./ EV 28% 75% 46% 67% 78% Rev./ Empl. ($000) 491 278 465 170 279 11% 47% 549 3% 5% 6% Operating Performance ∆ Rev. % TTM Rev. Last Gross Adj. TTM Q Profit EBIT -34% -8% 36% 14% 14% 14% 24% 10% -17% -2% 44% 4% 2% 4% 38% 11% 9% 9% 27% 14% 7% 9% 50% 12% Tang. Equity/ Tang. Assets 5% -9% 43% 4% 2% 86% Abbreviations: MV = market value | EV = enterprise value | TTM = trailing twelve months | FY = fiscal year | Empl. = employee | Rev. = revenue | ∆ = change Explanations: ∆ revenue = year-over-year change | EPS yield for this and next FY is based on consensus EPS estimates | EBIT adjusted for certain unusual items Source: Company and market data, The Manual of Ideas analysis. TELULAR – BUSINESS MODEL SNAPSHOT Source: Company presentation dated January 2012. © 2008-2012 by BeyondProxy LLC. All rights reserved. February 2012 – Page 84 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors TELULAR – TELGUARD OVERVIEW Source: Company presentation dated January 2012. TELULAR – RECENT ACQUISITION: SKYBITZ Source: Company presentation dated January 2012. TELULAR – SKYBITZ ADRESSABLE MARKET Source: Company presentation dated January 2012. © 2008-2012 by BeyondProxy LLC. All rights reserved. February 2012 – Page 85 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors Unisys (UIS) – Clearbridge, FMR, Optimum, Putnam, Steel Partners Technology: Computer Services Blue Bell PA, 215-986-4011 Trading Data www.unisys.com Consensus EPS Estimates Price: $20.13 (as of 1/20/12) 52-week range: $13.77–$41.32 Market value: $872 million Enterprise value: $650 million Shares outstanding: 43.3 million Ownership Data This quarter Next quarter FYE 12/31/11 Latest $1.50 0.41 2.29 Month Ago $1.58 0.41 2.36 Valuation # of Ests 2 1 2 P/E FYE 12/31/10 P/E FYE 12/31/11 P/E FYE 12/30/12 P/E FYE 12/30/13 EV/ LTM revenue 5x 9x 6x 7x 0.2x FYE 12/30/12 3.24 3.25 2 EV/ LTM EBIT 2x Insider ownership: <1% FYE 12/30/13 3.02 3.05 1 P / tangible book n/m Insider buys (last six months): 5 LT growth Insider sales (last six months): 1 Institutional ownership: 95% 10.0% EPS Surprise 10/24/11 10.0% Actual $1.63 Greenblatt Criteria 1 Estimate $0.70 LTM EBIT yield LTM pre-tax ROC 52% >100% Operating Performance and Financial Position ($ millions, except per share data) Revenue Gross profit R&D Adjusted operating income Adjusted pretax income Adjusted net income Adjusted diluted EPS Shares out (avg) … % of revenue: Gross profit R&D Adjusted operating income Cash, investments Receivables Inventory Total current assets PP&E, net Total assets Tangible assets Payables Short-term debt Total current liabilities Long-term debt Total liabilities Tangible equity TBV / tangible assets TBV per share 2004 5,821 1,362 294 -35 -76 39 1.15 33 2005 5,759 1,161 264 -162 -171 -1,732 -50.91 34 23.4% 5.1% -0.6% 661 1,137 216 2,418 424 5,621 5,094 487 153 2,023 898 4,114 980 19% 29.25 20.2% 4.6% -2.8% 643 1,112 194 2,153 386 4,029 3,509 445 77 1,815 1,049 4,062 -552 -16% -16.26 Fiscal Years Ended December 31, 2006 2007 2008 5,757 5,653 4,955 1,010 1,287 1,086 232 179 129 -327 86 2 -251 29 -98 -279 -79 -151 -8.11 -2.26 -4.19 34 35 36 17.5% 4.0% -5.7% 719 1,165 176 2,239 341 4,038 3,540 461 2 1,932 1,049 4,102 -562 -16% -16.38 22.8% 3.2% 1.5% 830 1,059 171 2,212 332 4,137 3,668 420 204 1,896 1,058 3,771 -103 -3% -2.94 21.9% 2.6% 0.0% 544 819 135 1,638 277 2,824 2,433 379 2 1,426 1,059 4,267 -1,834 -75% -50.97 2009 4,386 1,113 102 330 218 172 4.39 39 2010 4,020 1,072 79 376 223 159 3.73 43 LTME 9/30/11 3,913 1,018 75 338 198 121 2.84 43 FQE 9/30/10 961 237 19 76 51 22 0.51 43 FQE 9/30/11 1,020 285 19 113 117 79 1.82 43 25.4% 2.3% 7.5% 648 767 101 1,773 226 2,957 2,607 292 66 1,450 846 4,225 -1,618 -62% -41.24 26.7% 2.0% 9.3% 828 790 89 1,875 220 3,021 2,679 261 1 1,337 823 3,958 -1,279 -48% -30.05 26.0% 1.9% 8.6% 667 696 67 1,563 200 2,567 2,243 236 1 1,098 444 3,172 -929 -41% -21.48 24.7% 2.0% 7.9% 689 782 103 1,729 224 2,840 2,497 270 1 1,257 837 3,875 -1,378 -55% -32.33 27.9% 1.8% 11.1% 667 696 67 1,563 200 2,567 2,243 236 1 1,098 444 3,172 -929 -41% -21.48 Ten-Year Stock Price Performance and Trading Volume Dynamics $180 $160 $140 $120 $100 $80 $60 $40 $20 $0 Jan 03 Jan 04 © 2008-2012 by BeyondProxy LLC. All rights reserved. Jan 05 Jan 06 Jan 07 Jan 08 Jan 09 Jan 10 Jan 11 Jan 11 February 2012 – Page 86 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors BUSINESS OVERVIEW Unisys provides IT solutions to corporates and governments. SELECTED OPERATING DATA1 FYE December 31 2006 2007 2008 0% -2% -7% ∆ revenue -13% -5% -3% ∆ employees (end) Revenue ($bn) 5.8 5.7 5.2 % of revenue by segment: Services 85% 86% 88% Technology 15% 14% 12% Revenue growth by segment: Services 3% -1% -5% Technology -13% -4% -22% Gross margin by segment: Services 12% 18% 18% Technology 49% 53% 46% Gross margin 18% 23% 22% EBIT margin by segment: Services 0% 2% 3% Technology 2% 10% 5% Corporate -6% -2% -3% EBIT margin -6% 2% 1% % of Services segment revenue by category: Outsourcing 39% 42% 44% Systems int./consulting 32% 31% 32% Infrastructure services 19% 18% 16% Core maintenance 9% 9% 8% Services segment revenue growth by major category: Outsourcing 10% 6% -2% Systems int./consulting -4% -6% -1% % of Technology segment revenue by category: Enterprise-class servers 80% 80% 82% Other 20% 20% 18% % of revenue by geography: U.S. 44% 43% 43% U.K. 15% 16% 14% Other 41% 41% 43% U.S. revenue growth -4% -4% -8% Selected items as % of revenue: R&D 4% 3% 2% Net income -5% -1% -2% Net cash from ops 0% 3% 5% D&A 7% 7% 8% Capex 4% 5% 6% 1% 2% 3% ∆ shares out (avg) INVESTMENT HIGHLIGHTS • Major IT services and technology provider with 23,000 global employees. In a fragmented industry, Unisys has the scale to compete against most rivals. • Enterprise value (including GAAP pension deficit) to “normalized” EBIT may be only ~5x, if management can execute on its goal to “consistently deliver” an 8-10% services operating margin (TTM services segment margin: 7%). TTM company revenue remains ~20% below the 2006-10 average. • Chairman and CEO Ed Coleman (60) is leading a turnaround since joining Unisys in 2008. Coleman is divesting non-core businesses, reducing cost by use of low-cost labor (at ~30% of all labor), and lowering debt (debt reductions in 2011 are to cut annual interest cost by $58 million going forward). • Revenue grew 6% y-y in 3Q11 (up “slightly” in constant currency), on strong ClearPath server sales, growth in non-U.S. federal IT outsourcing business and higher sales within system integration. • $5.3 billion of services backlog at 9/30/11 (1.6x TTM services revenue). 3Q11 service orders grew “midsingle digits” sequentially, but declined “low doubledigit” y-y, on lower outsourcing/U.S. Federal orders. • $223 million of net cash as of September 30, 2011. INVESTMENT RISKS & CONCERNS • Outsized pension-related liabilities increase balance sheet risk. At yearend 2010, Unisys had benefit obligations of $4.9 billion in the U.S. ($963 million underfunded) and $2.5 billion in non-U.S. plans ($385 million underfunded). Contribution requirements may be up to $140 million in 2012. • Further margin improvement likely depends on revenue growth after years of cost-cutting. While revenue growth in Q3 is encouraging, y-y declines in orders reflect ongoing weak demand. • Dependence on government sector (40%+ of revenue incl. ~20% from U.S. federal government). Government budget pressures may lead to contract cancellations, delays and/or price reductions. • Competition from IBM, H-P and Accenture, which have larger scale and better global recognition. • Dilution from mandatory convertible preferred stock. CATALYSTS • Potential de-risking of pension liabilities • Continuation of 3Q11 revenue growth 2009 -12% -12% 4.6 2010 -13% -11% 4.0 YTD 9/30/11 -4% 0% 2.9 88% 12% 86% 14% 88% 12% -12% -11% -14% 0% -3% -7% 20% 56% 25% 21% 62% 27% 20% 57% 25% 6% 16% 0% 8% 7% 26% 0% 9% 7% 17% -1% 7% 45% 34% 14% 8% 44% 35% 14% 7% 44% 35% 14% 7% -10% -9% -15% -10% -3% -5% 83% 17% 82% 18% 87% 13% 46% 12% 42% -6% 43% 11% 46% -18% 41% 10% 49% -11% 2% 4% 9% 8% 4% 9% 2% 4% 6% 6% 5% 8% 2% 1% 5% 5% 4% 1% 1 YTD and 2010 figures are for continuing operations. Prior figures include discontinued HIM/other businesses (~$210 million of revenue in 2009). MAJOR HOLDERS Insiders 1% | Putnam 18% | FMR 14% | Vanguard 5% RATINGS VALUE Intrinsic value materially higher than market value? DOWNSIDE PROTECTION Low risk of permanent loss? MANAGEMENT Capable and properly incentivized? FINANCIAL STRENGTH Solid balance sheet? MOAT Able to sustain high returns on invested capital? EARNINGS MOMENTUM Fundamentals improving? MACRO Poised to benefit from economic and secular trends? 1 1 1 Reflects the risk from outsized pension liabilities. THE BOTTOM LINE Unisys continues to benefit from the leadership of CEO Ed Coleman, who has re-focused the business, improved margins and reduced debt since joining in 2008. While the shares look cheap even after adjusting for the outsized pension liability, the latter represents a big unknown for equity holders. Unless this risk can be reduced by offloading the liability at close to the GAAP deficit, Unisys will continue to resemble more of a pension-related bet than an investment into an IT service provider. © 2008-2012 by BeyondProxy LLC. All rights reserved. February 2012 – Page 87 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors UNISYS – EQUITY FAIR VALUE UNDER SELECTED VALUATION SCENARIOS Conservative Valuation methodology: Based on revenue for the twelve months ended September 30, 2011 and average EBIT margin for past seven fiscal years ▼ TTM net sales: $3.9 billion multiplied by Average 7-year EBIT margin: 1.3% equals Estimated EBIT: $52 million multiplied by Assumed fair value multiple of EBIT: 5x equals Estimated fair enterprise value of Unisys: $261 million plus Cash, ST investments: $670 million minus Total debt: $450 million equals Estimated fair value of the common equity of Unisys: $480 million, or $11 per share (based on 43 million shares out) 45% downside from the recent stock price ($20 per share) Base Case Valuation methodology: Based on median consensus EPS estimate for the fiscal year ending December 30, 2012 ▼ Consensus FY12 EPS estimate: $3.24 minus Assumed haircut to FY12 consensus EPS estimate: 20% * $3.24 equals Revised FY12 EPS estimate: $2.59 multiplied by Corresponding industry P/E: 16.7x (*) equals Industry multiple-implied fair value: $1.9 billion ($43 per share) multiplied by Assumed UIS multiple as a percentage of the industry multiple: 75% (12.5x fair value P/E multiple) equals Estimated fair value of the common equity of Unisys: $1.4 billion ($32 per share) (based on 43 million shares out) 61% upside to the recent stock price ($20 per share) Aggressive Valuation methodology: Based on free cash flow for the twelve months ended September 30, 2011 ▼ Operating cash flow: $340 million minus Capex: $142 million equals Free cash flow: $202 million divided by Industry median FCF yield: 6.0% (*) equals Industry FCF yield-implied fair value: $3.4 billion ($77 per share) multiplied by Assumed required FCF yield as a percentage of the industry FCF yield: 150% (9.0% required FCF yield) equals Estimated fair value of the common equity of Unisys: $2.2 billion, or $52 per share (based on 43 million shares out) 156% upside to the recent stock price ($20 per share) (*) Represents Computer Services industry median multiple. Source: Company filings, The Manual of Ideas analysis, assumptions and estimates. UNISYS – ANALYSIS OF SELECTED COMPARABLE COMPANIES Trading Data % ∆ to 7-Year MV ($mn) Low High -68 14 39,445 -84 176 258 -53 154 29,948 -33 95 55,811 -63 3 222,193 -86 409 872 (Click to visit relevant websites) Accenture / ACN Cray / CRAY Dell / DELL HP / HPQ IBM / IBM Unisys / UIS EV ($mn) 34,355 170 24,371 78,402 241,591 650 Tang. Book/ MV 6% 51% 3% n/m n/m n/m Public Market Valuation EPS Yield TTM FCF This Next Yield TTM FY FY 9% 6% 7% 8% 7% 14% neg. 6% 15% 12% 13% 12% 15% 12% 15% 16% 7% 7% 8% 9% 23% 13% 11% 16% LTM Rev./ EV 83% 215% 253% 162% 44% 602% Rev./ Empl. ($000) 117 411 615 364 251 171 Operating Performance ∆ Rev. % TTM Rev. Last Gross Adj. TTM Q Profit EBIT 19% 17% 31% 13% 93% -14% 39% 11% 2% 0% 22% 8% 1% -3% 23% 9% 7% 2% 47% 19% -5% 6% 26% 9% Tang. Equity/ Tang. Assets 18% 52% 2% -23% -11% -41% Abbreviations: MV = market value | EV = enterprise value | TTM = trailing twelve months | FY = fiscal year | Empl. = employee | Rev. = revenue | ∆ = change Explanations: ∆ revenue = year-over-year change | EPS yield for this and next FY is based on consensus EPS estimates | EBIT adjusted for certain unusual items Source: Company and market data, The Manual of Ideas analysis. UNISYS – CALCULATION OF FREE CASH FLOW * September 30. ** Free Cash Flow = Cash Flow from operations less capital expenditures. © 2008-2012 by BeyondProxy LLC. All rights reserved. Source: Company presentation dated November 2011. February 2012 – Page 88 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors UNISYS – EVOLUTION OF PRODUCT AND SERVICES PORTFOLIO, 2008-2011 Source: Company presentation dated November 2011. UNISYS – TRAILING TWELVE MONTHS’ OPERATING PROFIT AND MARGIN ($ in millions) Source: Company presentation dated November 2011. UNISYS – MANAGEMENT’S THREE-YEAR FINANCIAL GOALS Source: Company presentation dated November 2011. © 2008-2012 by BeyondProxy LLC. All rights reserved. February 2012 – Page 89 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors Veeco Instruments (VECO) – Eagle Asset, JP Morgan, Kleinheinz, Paulson, Royce Technology: Semiconductors, Member of S&P SmallCap 600 New York NY, 516-677-0200 Trading Data www.veeco.com Consensus EPS Estimates Price: $26.35 (as of 1/20/12) 52-week range: $20.35–$57.67 Market value: $1.0 billion Enterprise value: $597 million Shares outstanding: 38.7 million Ownership Data This quarter Next quarter FYE 12/31/11 Latest $0.68 0.41 4.64 Month Ago $0.69 0.41 4.66 Valuation # of Ests 22 23 22 P/E FYE 12/31/10 P/E FYE 12/31/11 P/E FYE 12/30/12 P/E FYE 12/30/13 EV/ LTM revenue FYE 12/30/12 1.82 1.85 24 EV/ LTM EBIT Insider ownership: <1% FYE 12/30/13 2.45 2.56 12 P / tangible book Insider buys (last six months): 4 LT growth Insider sales (last six months): 5 Institutional ownership: n/a 13.3% EPS Surprise 10/24/11 13.3% Actual $1.33 4x 6x 14x 11x 0.5x 2x 1.6x Greenblatt Criteria 3 Estimate $1.13 LTM EBIT yield LTM pre-tax ROC 57% >100% Operating Performance and Financial Position ($ millions, except per share data) Revenue Gross profit R&D Adjusted operating income Adjusted net income Adjusted diluted EPS Shares out (avg) Cash from operations D&A Capex Free cash flow … % of revenue: Gross profit R&D Adjusted operating income D&A Capex Cash, investments Total current assets Total assets Tangible assets Total current liabilities Debt Tangible equity TBV / tangible assets TBV per share EBIT/capital employed 2004 390 152 58 -7 -58 -1.94 30 1 19 16 -15 2005 410 174 60 12 0 0.01 30 45 17 12 33 38.9% 14.9% -1.7% 4.7% 4.0% 100 309 577 389 92 230 64 17% 2.16 -6% 42.4% 14.7% 3.0% 4.0% 2.9% 125 315 568 390 86 230 71 18% 2.37 6% Fiscal Years Ended December 31, 2006 2007 2008 441 403 315 194 158 123 62 61 40 24 -4 15 16 -12 7 0.52 -0.39 0.21 30 31 31 46 39 43 16 10 9 17 9 11 29 30 32 44.0% 14.0% 5.4% 3.6% 3.9% 147 346 590 420 98 209 112 27% 3.67 13% 39.1% 15.2% -1.1% 2.6% 2.3% 117 302 529 369 128 147 113 31% 3.65 -8% 39.1% 12.6% 4.7% 2.8% 3.5% 104 267 430 332 99 99 127 38% 4.05 -30% 2009 282 111 44 0 -9 -0.28 33 59 5 8 52 2010 933 444 71 277 260 6.59 40 194 5 11 184 LTME 9/30/11 1,087 544 94 345 320 8.12 39 66 6 50 16 FQE 9/30/10 277 137 15 98 94 2.35 40 79 1 2 77 FQE 9/30/11 268 125 26 74 53 1.34 39 -15 1 16 -31 39.4% 15.4% 0.1% 1.8% 2.7% 284 456 605 532 139 101 285 54% 8.75 -5% 47.6% 7.7% 29.7% 0.5% 1.1% 639 1,023 1,148 1,079 382 104 694 64% 17.56 >100% 50.0% 8.6% 31.7% 0.5% 4.6% 426 761 934 851 196 3 652 77% 16.57 >100% 49.6% 5.5% 35.4% 0.3% 0.8% 435 827 944 874 299 103 468 54% 11.72 >100% 46.6% 9.9% 27.6% 0.5% 6.0% 426 761 934 851 196 3 652 77% 16.57 >100% Ten-Year Stock Price Performance and Trading Volume Dynamics $70 $60 $50 $40 $30 $20 $10 $0 Jan 03 Jan 04 © 2008-2012 by BeyondProxy LLC. All rights reserved. Jan 05 Jan 06 Jan 07 Jan 08 Jan 09 Jan 10 Jan 11 Jan 11 February 2012 – Page 90 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors BUSINESS OVERVIEW Veeco Instruments provides equipment to make light emitting diodes (LEDs), solar panels, and hard-disk drives. SELECTED OPERATING DATA FYE December 31 2006 2007 ∆ revenue 8% -9% ∆ gross profit 11% -19% ∆ assets 4% -10% ∆ book value 13% -3% ∆ BV per share 11% -5% Revenue ($mn) 441 403 % of revenue by geography: U.S. 34% 32% EMEA 29% 33% Asia Pacific 37% 34% % of revenue by segment: LED and solar 35% 46% Data storage 65% 54% Operating margin by segment ($mn): LED and solar 2% 28% Data storage 15% 0% Corporate -4% -4% Selected items as % of revenue: Gross profit 44% 39% R&D 14% 15% EBIT (adjusted)1 5% -1% Net income (adjusted)1,2 4% -3% D&A 7% 6% Capex 4% 2% Tangible assets ($mn) 420 369 Selected items as % of tangible assets: Cash, investments 35% 32% Receivables 21% 20% Inventory 24% 27% PP&E, net 18% 18% Payables 10% 10% ST debt 1% 7% LT debt 48% 33% Tangible equity 27% 31% Return on tang. equity 17% -11% BV per share (end) ($) 9 9 Share price (end) ($) 17 6 Volume (mn shares) 115 103 Shares out (avg) (mn) 30 31 ∆ shares out (avg) 2% 2% INVESTMENT HIGHLIGHTS • Leader in equipment for making LEDs, solar panels and data storage. Veeco produces metal organic chemical vapor deposition (MOCVD) and other systems for makers of high brightness LEDs and solar panels. In storage, the company makes ion beam etch and other systems used to create thin film magnetic heads that read and write on HDDs. • Wide-spread adoption of LED lighting, led by the commercial, municipal and industrial sectors, is a long-term driver of demand growth for Veeco. • Gained significant share of MOCVD market, capturing 71% of the market in 3Q11, up from 34% in 3Q09. MOCVD technologies are used to grow compound semiconductor materials at the atomic scale, a high-value process. Competitors Aixtron, Nippon Sanso have lost share in recent years. • New MaxBright MOCVD system has been wellreceived and contributed nearly half of Veeco’s MOCVD revenue in 3Q11, including broad-scale customer acceptance at tier one LED manufacturers. • Repurchased $154 million of stock at average price of $39 per share in 3Q11, completing a $200 million buyback plan initiated in August 2010. INVESTMENT RISKS & CONCERNS • Headwinds include “weak near-term LED industry demand, low MOCVD equipment utilization rates in Asia, and decreased business activity in China.” CEO Peeler also points out that customers have slowed or cut their capacity expansion plans. In LEDs, weak backlighting demand is causing low factory utilization rates. In storage, negative factors include industry consolidation, weak PC demand. • Q3 bookings were $133 million, down 57% sequentially, with book-to-bill of only 0.5 to 1. The quarter-end backlog was $389 million, down from $555 million at yearend 2010. Despite the weak bookings, Veeco expects revenue to reach $1 billion in 2011 (high end of guidance). Management expects orders to “remain depressed for a few quarters.” The company still expects to be profitable and deliver double-digit EBITA margin in 2012. POTENTIAL CATALYSTS • Continued share gains in products targeting LEDs • Potential new stock repurchase program YTD 2010 9/30/11 230% 36% 299% 48% 90% -1% 112% 37% 75% 39% 933 787 2008 -22% -22% -19% -18% -19% 315 2009 -10% -10% 41% 60% 53% 282 41% 18% 40% 22% 18% 61% 10% 10% 80% 11% 5% 84% 53% 47% 73% 27% 85% 15% 85% 15% 14% 11% -3% 14% -3% -4% 35% 26% -2% 35% 28% -1% 39% 13% 5% 2% 6% 4% 332 39% 15% 0% -3% 5% 3% 532 48% 8% 30% 28% 1% 1% 1,079 50% 9% 31% 21% 1% 5% 851 31% 18% 29% 19% 9% 0% 30% 38% 5% 7 33 139 31 1% 53% 13% 10% 8% 5% 0% 19% 54% -4% 11 43 546 33 4% 59% 14% 10% 4% 3% 9% 0% 64% 53% 19 21 395 40 21% 50% 14% 15% 9% 5% 0% 0% 77% 33% 19 24 294 40 2% 1 Adjusted for unusual items of -$0.8 million in 2006, -$8.5 million in 2007, -$57 million in 2008, -$5.1 million in 2009, $0.2 million in 2010, -$3.6 million YTD. Adjusted for nonrecurring items of -$25 million in 2008, -$1.4 million in 2009, $101 million in 2010, and -$60 million YTD 9/30/11. 2 MAJOR HOLDERS CEO <1% | Other insiders 1% | Royce 13% | Paulson 8% | JPM 6% | Westwood 5% | Kleinheinz 5% | Eagle Asset 3% RATINGS VALUE Intrinsic value materially higher than market value? DOWNSIDE PROTECTION Low risk of permanent loss? MANAGEMENT Capable and properly incentivized? FINANCIAL STRENGTH Solid balance sheet? MOAT Able to sustain high returns on invested capital? EARNINGS MOMENTUM Fundamentals improving? MACRO Poised to benefit from economic and secular trends? THE BOTTOM LINE Veeco is a well-established niche player in the semiconductor equipment industry, serving makers of LEDs, solar panels, and data storage devices. The company’s end markets are in a slump at this time, creating an attractive market quotation. Veeco has executed quite well in recent years, gaining market share and increasing revenue to nearly $1 billion in 2011. While we find it difficult to anticipate who the company’s end markets and technology competition will evolve over time, we see quite a bit of value in Veeco shares. If management launches a new buyback program, we would be highly tempted to invest. © 2008-2012 by BeyondProxy LLC. All rights reserved. February 2012 – Page 91 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors VEECO INSTRUMENTS – EQUITY FAIR VALUE UNDER SELECTED VALUATION SCENARIOS Conservative Base Case Aggressive Valuation methodology: Valuation methodology: Valuation methodology: Based on median consensus EPS estimate for the fiscal year ending December 30, 2012 ▼ Consensus FY12 EPS estimate: $1.82 minus Assumed haircut to FY12 consensus EPS estimate: 5% * $1.82 equals Revised FY12 EPS estimate: $1.73 multiplied by Corresponding industry P/E: 15.5x (*) equals Industry multiple-implied fair value: $1.0 billion ($27 per share) multiplied by Assumed VECO multiple as a percentage of the industry multiple: 110% (17.1x fair value P/E multiple) equals Estimated fair value of the common equity of Veeco Instruments: $1.1 billion ($29 per share) (based on 39 million shares out) 12% upside to the recent stock price ($26 per share) Based on revenue for the twelve months ended September 30, 2011, and assumed normalized EBIT margin ▼ TTM net revenue: $1.1 billion multiplied by Assumed operating margin: 20.0% equals Est. operating income: $217 million multiplied by Assumed fair value multiple: 6.0x equals Estimated fair enterprise value of Veeco Instruments: $1.3 billion plus Cash, ST investments: $430 million minus Total debt: $2.7 million equals Estimated fair value of the common equity of Veeco Instruments: $1.7 billion, or $45 per share (based on 39 million shares out) 69% upside to the recent stock price ($26 per share) Based on tangible book value as of September 30, 2011 ▼ Book value: $740 million minus Intangibles: $83 million equals Tangible book value: $650 million multiplied by Industry price to book: 1.5x (*) (†) equals Industry multiple-implied fair value: $1000 million ($26 per share) multiplied by Assumed VECO multiple as a percentage of the industry multiple: 75% (1.1x multiple of tangible book) equals Estimated fair value of the common equity of Veeco Instruments: $750 million ($19 per share) (based on 39 million shares out) 27% downside from the recent stock price ($26 per share) (*) Represents Semiconductors industry median multiple. (†) In order to be conservative, we apply the industry median multiple of book value to the company’s tangible book value. Source: Company filings, The Manual of Ideas analysis, assumptions and estimates. VEECO INSTRUMENTS – ANALYSIS OF SELECTED COMPARABLE COMPANIES Trading Data (Click to visit relevant websites) ∆ to Reach 7-Year High 35 9 110 19 29 MV ($mn) Agilent / A Danaher / DHR SPX Corp. / SPW Teradyne / TER Thermo Fisher / TMO Low -71 -54 -62 -83 -53 -88 119 Veeco / VECO Public Market Valuation EPS Yield EV ($mn) Tang. Book/ MV TTM FCF Yield Next FY LTM Rev./ EV Rev./ Empl. ($000) TTM This FY 14,273 35,237 3,417 2,971 19,345 12,931 40,648 4,223 1,938 25,581 16% n/m n/m 43% n/m 8% 6% 6% 10% 6% 7% 5% 5% 7% 5% 8% 5% 7% 8% 8% 8% 6% 8% 8% 9% 51% 37% 125% 74% 44% 1,020 597 64% 2% 24% 18% 7% 182% Operating Performance ∆ Rev. % TTM Rev. Tang. Equity/ TTM Last Q Gross Profit Adj. EBIT Tang. Assets 354 315 342 497 307 22% 22% 8% -5% 6% 10% 46% 8% -30% 13% 53% 51% 29% 51% 41% 16% 16% 7% 21% 12% 33% -39% -3% 68% -70% 1,208 23% -3% 50% 32% 77% Abbreviations: MV = market value | EV = enterprise value | TTM = trailing twelve months | FY = fiscal year | Empl. = employee | Rev. = revenue | ∆ = change Explanations: ∆ revenue = year-over-year change | EPS yield for this and next FY is based on consensus EPS estimates | EBIT adjusted for certain unusual items Source: Company and market data, The Manual of Ideas analysis. VEECO INSTRUMENTS – MANAGEMENT’S FINANCIAL EXPECTATIONS FOR 2011 Source: Company presentation dated December 2011. © 2008-2012 by BeyondProxy LLC. All rights reserved. February 2012 – Page 92 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors VEECO INSTRUMENTS – MANAGEMENT’S DETAILED FINANCIAL EXPECTATIONS FOR 2011 (in thousands) 1 By the end of 2010, the company had fully utilized all prior NOL and tax credit carryforwards. As a result, beginning in 2011, the company utilized the with and without method, at a 30.76% effective rate forecasted for the full year, to determine the income tax effect of non-GAAP adjustments. Source: Company presentation dated December 2011. VEECO INSTRUMENTS – MOCVD* MARKET LEADERSHIP * MCVD = metal organic chemical vapor deposition. Source: Company presentation dated December 2011. © 2008-2012 by BeyondProxy LLC. All rights reserved. February 2012 – Page 93 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors Vonage (VG) – AIG, Brookside, Manatuck, NEA, RenTech, TCS, Wellington Services: Communications Services Holmdel NJ, 732-528-2600 Trading Data www.vonage.com Consensus EPS Estimates Price: $2.34 (as of 1/20/12) 52-week range: $2.04–$5.39 Market value: $528 million Enterprise value: $583 million Shares outstanding: 225.6 million Ownership Data This quarter Next quarter FYE 12/31/11 Latest $0.11 0.11 0.39 Month Ago $0.11 0.11 0.39 Valuation # of Ests 3 2 4 P/E FYE 12/31/10 P/E FYE 12/31/11 P/E FYE 12/30/12 P/E FYE 12/30/13 EV/ LTM revenue n/m 6x 5x 5x 0.7x FYE 12/30/12 0.47 0.47 4 EV/ LTM EBIT 8x Insider ownership: 14% FYE 12/30/13 0.52 0.52 3 P / tangible book n/m Insider buys (last six months): 10 LT growth Insider sales (last six months): 3 Institutional ownership: 62% 5.0% EPS Surprise 11/2/11 5.0% Actual $0.10 Greenblatt Criteria 1 Estimate $0.11 LTM EBIT yield LTM pre-tax ROC 13% n/m Operating Performance and Financial Position ($ millions, except per share data) Revenue Gross profit Adjusted operating income Adjusted net income Adjusted diluted EPS Shares out (avg) Cash from operations D&A Capex Free cash flow … % of revenue: Gross profit Adjusted operating income D&A Capex Cash, investments Receivables Total current assets PP&E, net Total assets Tangible assets Payables Short-term debt Long-term debt Tangible equity TBV / tangible assets TBV per share 2004 80 38 -72 -70 -0.45 156 -39 4 11 -50 2005 269 145 -265 -262 -1.68 156 -190 11 76 -266 47.2% -89.8% 4.9% 13.7% 106 3 116 16 137 137 11 0 0 -107 -78% -0.69 53.8% -98.3% 4.1% 28.3% 266 7 304 104 447 447 17 1 270 -369 -83% -2.37 Fiscal Years Ended December 31, 2006 2007 2008 607 828 900 321 520 595 -341 -260 -5 -339 -266 -32 -3.59 -1.71 -0.21 94 156 156 -189 -271 4 24 34 47 55 47 39 -244 -318 -35 52.9% -56.1% 3.9% 9.0% 500 17 570 128 758 753 59 1 277 179 24% 1.89 62.7% -31.4% 4.1% 5.7% 151 20 232 119 462 433 56 254 22 -104 -24% -0.67 66.0% -0.5% 5.2% 4.3% 46 18 117 98 337 297 34 3 214 -131 -44% -0.83 2009 889 604 59 -45 -0.26 170 38 52 47 -8 2010 885 585 96 -52 -0.25 210 194 53 40 154 LTME 9/30/11 872 593 115 56 0.26 214 127 41 41 86 FQE 9/30/10 214 141 20 -54 -0.25 212 31 13 9 22 FQE 9/30/11 217 147 28 24 0.11 225 46 9 12 34 67.9% 6.6% 5.8% 5.2% 32 15 112 91 313 273 12 3 220 -133 -49% -0.78 66.1% 10.8% 5.9% 4.6% 79 15 124 79 260 221 37 22 191 -169 -77% -0.81 68.0% 13.1% 4.7% 4.7% 56 18 104 70 233 187 48 45 66 -101 -54% -0.44 65.7% 9.3% 5.9% 4.0% 136 19 189 79 362 326 36 3 195 -148 -45% -0.70 67.7% 12.7% 4.0% 5.5% 56 18 104 70 233 187 48 45 66 -101 -54% -0.44 Ten-Year Stock Price Performance and Trading Volume Dynamics $20 $18 $16 $14 $12 $10 $8 $6 $4 $2 $0 Jan 07 © 2008-2012 by BeyondProxy LLC. All rights reserved. Jan 08 Jan 09 Jan 10 Jan 11 Jan 11 February 2012 – Page 94 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors BUSINESS OVERVIEW Vonage low-cost voice services through broadband devices. SELECTED OPERATING DATA FYE December 31 2006 2007 ∆ employees 32% -14% ∆ gross sub additions 34% -22% ∆ subscriber lines (end) 75% 16% ∆ ARPU 7% -1% ∆ revenue 126% 36% ∆ gross profit 122% 62% ∆ cost to acquire 12% -1% ∆ assets 70% -39% ∆ book value -150% -141% ∆ BV per share -182% -125% Revenue ($mn) 607 828 Revenue by type ($mn): Telephony services 96% 97% Equipment and shipping 4% 3% % of revenue by geography: U.S. 96% 95% Canada 4% 4% U.K. 1% 1% Selected operating data: Gross adds (‘000) 1,470 1,153 ∆ net subs (‘000) 955 356 Subs (end) (‘000) 2,224 2,580 Monthly churn 2.5% 2.8% ARPU $29 $29 Cost to acquire (gross) $249 $246 Employees (end) 1,790 1,543 Selected items as % of revenue: Gross profit 53% 63% EBIT (adjusted)1 -56% -31% Net income (adjusted)1 -56% -32% D&A 4% 4% Capex 9% 6% Tangible assets ($mn) 753 433 Selected items as % of tangible assets: Cash, investments 66% 35% Receivables 2% 5% Inventory 3% 5% PP&E, net 17% 27% Payables 8% 13% ST debt 0% 59% LT debt 37% 5% Tangible equity 24% -24% Shares out (avg) (mn) 94 156 ∆ shares out (avg) -40% 65% INVESTMENT HIGHLIGHTS • Pure-play communications provider utilizing a Voice over Internet Protocol (VoIP) network. Vonage has 2.4 million subscriber lines, mostly in the U.S. The company’s network enables a user via a single “identity” (a number or user name) to use services over 3G, 4G, Cable, or DSL networks. This technology enables Vonage to offer attractively priced services that provide customers with access to voice, messaging, and features, regardless of location, device, or their form of Internet access. • Primary product is Vonage World, a residential plan with unlimited calling within the U.S. and to 60+ countries, including India, Mexico, and China, for a flat monthly rate. Vonage World comprises one-half of lines in service. Vonage began offering an end-to-end Spanish language experience in 2010 and has added call centers in Costa Rica and Chile. • Continues to innovate with new features and mobile apps. Vonage introduced its mobile offering in late 2009 and Vonage Mobile for Facebook in August 2010. The latter enables inbound and outbound calling to a user’s Facebook friends. The company has high operating leverage, making profits sensitive to subscriber growth and ARPU. • Major financial turnaround, with positive GAAP income and significant FCF generation. Vonage has stabilized monthly churn below 3% by improving operations and customer mix. Management has guided for adjusted EBITDA of “at least $165 million” and FCF of $105 million in 2011. • Founder and chairman Jeffrey Citron (40) owns 25% of the equity, aligning him with shareholders. INVESTMENT RISKS & CONCERNS • Net line additions are expected to be “slightly negative” in 2011, reflecting significant challenges in re-growing the business in the face of stiff competition from Skype and other VoIP players. If Vonage cannot start growing net subscribers again, shareholder value creation will likely be capped. • Revenue from growth initiatives ramping “more slowly than originally anticipated.” Management expects international long distance, mobile, and international expansion to contribute more in 2012. POTENTIAL CATALYSTS • Potential re-growth in net subscriber lines • Potential for stock buyback and dividends 2008 -3% -17% 1% 1% 9% 14% 8% -27% 21% 21% 900 2009 -18% -21% -7% 2% -1% 2% 14% -7% 1% -7% 889 YTD 2010 9/30/11 -7% -10% -14% 7% -1% 0% 3% -1% 0% -2% -3% 2% 2% -3% -17% -36% 41% -51% 15% -55% 885 655 96% 4% 97% 3% 99% 1% 99% 1% 95% 4% 1% 95% 4% 1% 95% 3% 1% 95% 4% 1% 952 27 2,607 3.1% $29 $266 1,491 749 -155 2,435 3.1% $29 $305 1,225 640 -30 2,405 2.4% $30 $310 1,140 504 -16 2,389 2.6% $30 $303 1,035 66% -1% -4% 5% 4% 297 68% 7% -5% 6% 5% 273 66% 11% -6% 6% 5% 221 68% 14% 11% 4% 4% 187 16% 6% 4% 33% 11% 1% 72% -44% 156 0% 12% 6% 3% 33% 4% 1% 81% -49% 170 9% 36% 7% 3% 36% 17% 10% 86% -77% 210 23% 30% 9% 4% 37% 26% 24% 35% -54% 224 8% 1 Adjusted for unusual items of -$1.4 million in 2007, -$32 million in 2008, $2.2 million in 2009, -$32 million in 2010, and -$12 million YTD 9/30/11. MAJOR HOLDERS Founder Citron 25% | CEO Lefar 2% | Other insiders 14% | Wellington 9% | NEA 5% | AIG 5% | Brookside 3% RATINGS VALUE Intrinsic value materially higher than market value? DOWNSIDE PROTECTION Low risk of permanent loss? MANAGEMENT Capable and properly incentivized? FINANCIAL STRENGTH Solid balance sheet? MOAT Able to sustain high returns on invested capital? EARNINGS MOMENTUM Fundamentals improving? MACRO Poised to benefit from economic and secular trends? THE BOTTOM LINE Vonage was one of the VoIP calling services leader in the pre-Skype era. However, once the company’s growth profile changed, it found itself with a bloated cost structure and was left for dead by many investors. Led by highly incentivized founder Jeffrey Citron as chairman, the company has accomplished an impressive financial turnaround, achieving GAAP profitability and getting on track to generate $105 million of FCF in 2011. The company has shifted its emphasis to international long distance markets and has launched innovative mobile applications. We find the valuation highly attractive. © 2008-2012 by BeyondProxy LLC. All rights reserved. February 2012 – Page 95 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors VONAGE – EQUITY FAIR VALUE UNDER SELECTED VALUATION SCENARIOS Conservative Base Case Aggressive Valuation methodology: Valuation methodology: Valuation methodology: Based on revenue for the twelve months ended September 30, 2011, and assumed normalized EBIT margin Based on median consensus EPS estimate for the fiscal year ending December 30, 2012 Based on free cash flow for the twelve months ended September 30, 2011 ▼ TTM net revenue: $870 million multiplied by Assumed operating margin: 7.5% equals Est. operating income: $65 million multiplied by ▼ Consensus FY12 EPS estimate: $0.47 minus Assumed haircut to FY12 consensus EPS estimate: 25% * $0.47 equals equals Revised FY12 EPS estimate: $0.35 multiplied by Corresponding industry P/E: 11.6x (*) equals Estimated fair enterprise value of Vonage: $390 million Industry multiple-implied fair value: $920 million ($4.10 per share) plus Cash, ST investments: $56 million minus Total debt: $111 million equals multiplied by Assumed fair value multiple: 6.0x Estimated fair value of the common equity of Vonage: $340 million, or $1.50 per share (based on 226 million shares out) 36% downside from the recent stock price ($2.30 per share) Assumed VG multiple as a percentage of the industry multiple: 90% (10.4x fair value P/E multiple) equals Estimated fair value of the common equity of Vonage: $830 million ($3.70 per share) (based on 226 million shares out) 57% upside to the recent stock price ($2.30 per share) ▼ Operating cash flow: $127 million minus Capex: $41 million equals Free cash flow: $86 million divided by Industry median FCF yield: 6.2% (*) equals Industry FCF yield-implied fair value: $1.4 billion ($6.10 per share) multiplied by Assumed required FCF yield as a percentage of the industry FCF yield: 125% (7.8% required FCF yield) equals Estimated fair value of the common equity of Vonage: $1.1 billion, or $4.90 per share (based on 226 million shares out) 110% upside to the recent stock price ($2.30 per share) (*) Represents Communications Services industry median multiple. Source: Company filings, The Manual of Ideas analysis, assumptions and estimates. VONAGE – QUARTERLY NET INCOME TREND Tripled net income, ex-adjustments, from year ago quarter in Q3 Year-over-year gains were driven primarily by 38% increase in income from operations and 75% reduction in interest expense Vonage has reported ten consecutive quarters of positive net income, excluding adjustments 1 Non-GAAP measure. Source: Company presentation dated November 2011. © 2008-2012 by BeyondProxy LLC. All rights reserved. February 2012 – Page 96 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors VONAGE – CALCULATION OF ADJUSTED EBITDA and PRE-MARKETING OPERATING INCOME ($ in thousands) Source: Company presentation dated November 2011. VONAGE – CALCULATION OF ADJUSTED NET INCOME ($ in thousands) Source: Company presentation dated November 2011. VONAGE – CALCULATION OF FREE CASH FLOW ($ in thousands) Source: Company presentation dated November 2011. © 2008-2012 by BeyondProxy LLC. All rights reserved. February 2012 – Page 97 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors Winnebago (WGO) – FMR, Franklin, Killen, Maverick, Royce, Tamro, T Rowe Capital Goods: Mobile Homes & RVs, Member of S&P SmallCap 600 Trading Data Forest City IA, 641-585-3535 www.winnebagoind.com Consensus EPS Estimates Price: $8.77 (as of 1/20/12) 52-week range: $6.02–$16.60 Market value: $256 million Enterprise value: $184 million Shares outstanding: 29.1 million Ownership Data This quarter Next quarter FYE 8/31/12 Latest $0.02 0.15 0.36 Month Ago $0.02 0.15 0.36 Valuation # of Ests 5 5 6 P/E FYE 9/1/11 P/E FYE 8/31/12 P/E FYE 8/31/13 P/E FYE 8/31/14 EV/ LTM revenue 21x 24x 17x 17x 0.4x FYE 8/31/13 0.51 0.51 6 EV/ LTM EBIT 26x Insider ownership: <1% FYE 8/31/14 0.52 0.52 1 P / tangible book 2.4x Insider buys (last six months): 2 LT growth Insider sales (last six months): 0 Institutional ownership: 96% 24.8% EPS Surprise 12/15/11 24.8% 1 Actual $0.04 Estimate $0.06 Greenblatt Criteria LTM EBIT yield LTM pre-tax ROC 4% 13% Operating Performance and Financial Position ($ millions, except per share data) Revenue Gross profit Adjusted operating income Adjusted pretax income Adjusted net income Adjusted diluted EPS Dividend Shares out (avg) … % of revenue: Gross profit Adjusted operating income Cash, investments Receivables Inventory Total current assets LT investments PP&E, net Total assets Tangible assets Payables Total current liabilities Debt Total liabilities Tangible equity TBV / tangible assets TBV per share EBIT/capital employed 2005 992 137 98 101 65 1.95 0.30 33 2006 864 105 63 68 45 1.39 0.36 32 13.8% 9.9% 113 41 121 288 22 64 413 413 35 91 0 177 236 57% 7.07 66% 12.1% 7.3% 155 21 77 267 21 57 385 385 28 80 0 166 218 57% 6.77 53% Fiscal Years Ended August 27, 2007 2008 2009 870 604 212 99 35 -31 55 -5 -59 61 -1 -57 42 8 -78 1.34 0.26 -2.68 0.40 0.48 0.12 31 29 29 11.4% 6.3% 110 30 101 258 20 51 367 367 35 89 0 158 208 57% 6.69 55% 5.8% -0.8% 21 16 111 163 60 40 306 306 16 54 0 132 174 57% 5.98 -8% -14.6% -27.7% 50 29 47 129 42 28 221 221 10 50 9 128 92 42% 3.18 -61% 2010 450 26 1 1 10 0.35 0.00 29 2011 496 40 11 12 12 0.41 0.00 29 LTME 11/26/11 505 37 8 8 10 0.33 0.00 29 FQE 11/27/10 124 11 4 5 3 0.11 0.00 29 FQE 11/26/11 132 9 1 1 1 0.03 0.00 29 5.9% 0.1% 75 19 44 142 41 26 227 227 20 50 0 130 98 43% 3.35 1% 8.0% 2.3% 69 22 69 165 34 23 240 238 22 51 0 131 107 45% 3.66 21% 7.3% 1.5% 72 16 65 159 33 22 232 230 16 43 0 122 108 47% 3.68 13% 9.1% 3.5% 87 17 45 153 35 25 230 228 17 48 0 129 99 43% 3.38 54% 6.4% 0.5% 72 16 65 159 33 22 232 230 16 43 0 122 108 47% 3.68 4% Ten-Year Stock Price Performance and Trading Volume Dynamics $45 $40 $35 $30 $25 $20 $15 $10 $5 $0 Jan 03 Jan 04 © 2008-2012 by BeyondProxy LLC. All rights reserved. Jan 05 Jan 06 Jan 07 Jan 08 Jan 09 Jan 10 Jan 11 Jan 11 February 2012 – Page 98 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors BUSINESS OVERVIEW Winnebago headquartered in Forest City, Iowa, is a leading United States manufacturer of recreation vehicles (RV) used primarily in leisure travel and outdoor recreation activities. SELECTED OPERATING DATA FYE August 27 2007 2008 ∆ unit sales -4% -32% ∆ ASP 5% 1% ∆ revenue 1% -31% ∆ gross profit -5% -65% ∆ assets -5% -17% ∆ book value -5% -17% ∆ BV per share -1% -11% Motor home ASP ($’000) 88 88 Revenue ($mn) 870 604 % of revenue by product class: Motor homes 94% 92% Towables 0% 0% Motor home parts 2% 3% Other products 4% 5% % of revenue by geography: U.S. 95% 93% International 5% 7% Unit sales by class of motor home: Class A 5,031 3,029 Class B 0 140 Class C 4,438 3,238 Backlog (end): Motor home units 1,875 596 Revenue value ($mn) 180 51 U.S. retail unit market share: Class A gas 22% 23% Class A diesel 9% 8% Class C 24% 23% Class B 0% 4% Selected items as % of revenue: Gross profit 11% 6% EBIT (adjusted)1 6% -1% Net income (adjusted)1 5% 1% D&A 1% 2% Capex 1% 1% Industry gross margin3 14% 13% Industry EBIT margin3 6% 5% Tangible assets ($mn) 367 306 Selected items as % of tangible assets: Cash, investments 30% 7% Receivables 8% 5% Inventory 28% 36% LT investments 5% 20% PP&E, net 14% 13% Debt 0% 0% Tangible equity 57% 57% Return on equity (ROE) 19% 4% ROE – industry median3 13% 10% Shares out (avg) (mn) 31 29 ∆ shares out (avg) -3% -7% INVESTMENT HIGHLIGHTS • #2 U.S. manufacturer of RVs, with 19% Class A and C retail market share in the U.S., compared to 21% for Thor Industries (THO). Winnebago sells motor homes through independent dealers under the Winnebago, Itasca and Era brand names. Unit sales have ranged from 4,100-4,500 in the past three years, down 50+% from 2007. Low recent dealer inventories leave room for upside. Founded in 1958 and public since 1966, Winnebago has significant product expertise and embedded intellectual capital. • Demographic trends still favor long-term growth in the U.S. RV market, as retirees are the primary target audience for RV makers. However, consumer debt and high gas prices are offsetting factors. • Entered towable trailer market at yearend 2010 via $5 million purchase of the assets of SunnyBrook RV, a maker of travel trailers and fifth-wheel RVs. The company has started selling travel trailers under the Winnebago brand in addition to SunnyBrook. • Long-tenured management. No C-level executive or corporate VP has been with Winnebago for less than a decade. CEO and chairman Randy Potts (52) has been with the company for 28 years. INVESTMENT RISKS & CONCERNS • Flat recent wholesale shipments in RV industry suggest that sustained market recovery is still not materializing. Partly offsetting this have been slight market share gains by Winnebago, with the firm’s combined share of U.S. Class A and C motor homes at 18.8% calendar YTD vs. 18.4% a year ago. • Owning an RV is a luxury. Consumers may consider alternatives to buying RVs for $108,000 (Winnebago’s ASP in 1Q12). Consumers may use towable trailers, rent RVs, or find other options. • Low-margin business. True product differentiation is difficult to achieve in the RV industry, making price an important purchase consideration. This has resulted in low to mid single digit, or lower, operating margins for most RV manufacturers. POTENTIAL CATALYSTS • Sustained rebound in RV industry volumes MAJOR HOLDERS CEO <1% | Other insiders 2% | FMR 14% | Royce 11% | T.Rowe 10% | Maverick 6% | Tamro 4% | Killen 4% 1 2 2009 -66% -1% -65% -189% -28% -47% -47% 87 212 2010 102% 10% 113% -185% 3% 6% 5% 96 450 2011 -1% 6% 10% 51% 5% 11% 11% 102 496 1Q12 -7% 4% 7% -24% 1% 9% 9% 108 132 84% 0% 6% 10% 92% 0% 3% 5% 89% 3% 3% 5% 85% 8% 3% 5% 94% 6% 92% 8% 90% 10% n/a n/a 822 149 1,225 2,452 236 1,745 2,436 103 1,856 613 79 348 940 87 818 83 681 75 618 71 23% 11% 23% 18% 23% 14% 17% 18% 22% 17% 17% 5% 22% 17% 17% 6% -15% -28% -37% 4% 2% 10% 0% 221 6% 0% 2% 1% 0% 10% -4% 227 8% 2% 2% 1% 0% 13% 1% 238 6% 0% 1% 1% 0% 10% -1% 230 23% 13% 21% 19% 13% 4% 42% -59% 1% 29 0% 33% 8% 19% 18% 11% 0% 43% 11% -3% 29 0% 29% 9% 29% 14% 9% 0% 45% 11% 0% 29 0% 31% 7% 28% 14% 10% 0% 47% 1% 4% 29 0% Adjusted for unusual items of -$4.7 million in 2008 and -$0.9 million in 2009. Mobile Homes & RVs industry median. RATINGS VALUE Intrinsic value materially higher than market value? DOWNSIDE PROTECTION Low risk of permanent loss? MANAGEMENT Capable and properly incentivized? FINANCIAL STRENGTH Solid balance sheet? MOAT Able to sustain high returns on invested capital? EARNINGS MOMENTUM Fundamentals improving? MACRO Poised to benefit from economic and secular trends? THE BOTTOM LINE Winnebago is well-known in the U.S. recreational vehicle industry, with products in most segments of the market. The firm has staying power due to its top two market share ranking, established brands and distribution, and a balance sheet with $72 million of cash and no debt (the company does have $74 million in pension liabilities). While we don’t see a compelling near-term catalyst for the shares, patient investors should be rewarded once industry volumes embark on a sustained rebound. © 2008-2012 by BeyondProxy LLC. All rights reserved. February 2012 – Page 99 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors WINNEBAGO – EQUITY FAIR VALUE UNDER SELECTED VALUATION SCENARIOS Conservative Valuation methodology: Base Case Valuation methodology: Based on median consensus EPS estimate for the fiscal year ending August 26, 2013 ▼ Consensus FY12 EPS estimate: $0.51 minus Assumed haircut to FY12 consensus EPS estimate: 5% * $0.51 equals Revised FY12 EPS estimate: $0.48 multiplied by Corresponding industry P/E: 14.7x (*) equals Industry multiple-implied fair value: $208 million ($7.10 per share) multiplied by Assumed WGO multiple as a percentage of the industry multiple: 100% (14.7x fair value P/E multiple) equals Estimated fair value of the common equity of Winnebago: $208 million ($7.10 per share) (based on 29 million shares out) 19% downside from the recent stock price ($8.80 per share) Based on tangible book value as of November 26, 2011 ▼ Book value: $109 million minus Intangibles: $1.9 million equals Tangible book value: $108 million multiplied by Industry price to book: 1.4x (*) (†) equals Industry multiple-implied fair value: $149 million ($5.10 per share) multiplied by Assumed WGO multiple as a percentage of the industry multiple: 75% (1.0x multiple of tangible book) equals Estimated fair value of the common equity of Winnebago: $112 million ($3.80 per share) (based on 29 million shares out) 56% downside from the recent stock price ($8.80 per share) Aggressive Valuation methodology: Based on revenue for the twelve months ended November 26, 2011, and assumed normalized EBIT margin ▼ TTM net revenue: $500 million multiplied by Assumed operating margin: 10.0% equals Est. operating income: $50 million multiplied by Assumed fair value multiple: 6.0x equals Estimated fair enterprise value of Winnebago: $300 million plus Cash, ST investments: $72 million plus Long-term investments at fair value discount of 20%: $27 million equals Estimated fair value of the common equity of Winnebago: $400 million, or $14 per share (based on 29 million shares out) 57% upside to the recent stock price ($8.80 per share) (*) Represents Mobile Homes & RVs industry median multiple. (†) In order to be conservative, we apply the industry median multiple of book value to the company’s tangible book value. Source: Company filings, The Manual of Ideas analysis, assumptions and estimates. WINNEBAGO – ANALYSIS OF SELECTED COMPARABLE COMPANIES (Click to visit relevant websites) Arctic Cat / ACAT Drew Industries / DW Polaris Industries / PII Thor Industries / THO Winnebago / WGO Trading Data ∆ to Reach 7-Year MV Low High ($mn) -90 26 424 -78 79 545 -88 8 4,216 -68 102 1,626 -64 353 256 EV ($mn) 327 552 3,980 1,419 184 Tang. Book/ MV 48% 32% 10% 28% 42% Public Market Valuation EPS Yield TTM FCF This Next Yield TTM FY FY -1% 4% 5% 8% 3% 5% 6% 7% 6% 5% 5% 6% 7% 6% 7% 8% -5% 4% 4% 6% LTM Rev./ EV 154% 114% 63% 199% 274% Rev./ Empl. ($000) 382 208 831 342 237 Operating Performance ∆ Rev. % TTM Rev. Last Gross Adj. TTM Q Profit EBIT 11% 16% 22% 5% 10% 14% 22% 8% 35% 26% 28% 13% 19% 11% 12% 5% 3% 7% 7% 2% Tang. Equity/ Tang. Assets 57% 64% 38% 57% 47% Abbreviations: MV = market value | EV = enterprise value | TTM = trailing twelve months | FY = fiscal year | Empl. = employee | Rev. = revenue | ∆ = change Explanations: ∆ revenue = year-over-year change | EPS yield for this and next FY is based on consensus EPS estimates | EBIT adjusted for certain unusual items Source: Company and market data, The Manual of Ideas analysis. WINNEBAGO – EBITDA and FREE CASH FLOW, FY2001–FY2011 (in millions) Thor Industries is the only direct comparable to Winnebago on the list. Other public competitors have either gone private or bankrupt in recent years. Winnebago is experiencing the most severe downturn in its history. If the company can return to historical performance without equity dilution in the interim, shareholders would stand to benefit handsomely. Source: Company presentation dated December 2011. © 2008-2012 by BeyondProxy LLC. All rights reserved. February 2012 – Page 100 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors WINNEBAGO – REVENUE and GROSS MARGIN, FY2001–FY2011 (in millions) Source: Company presentation dated December 2011. RECREATIONAL VEHICLE INDUSTRY – SHIPMENT HISTORY, FY2001–FY2011 (in thousands) Source: Company presentation dated December 2011. RECREATIONAL VEHICLE INDUSTRY – CLASS A & C U.S. RETAIL MARKET SHARE (in thousands) Source: Company presentation dated December 2011. © 2008-2012 by BeyondProxy LLC. All rights reserved. February 2012 – Page 101 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors The Manual of Ideas on Boyd Gaming (BYD) Access the following slides and watch the associated video presentation in The Manual of Ideas Members Area at http://members.manualofideas.com © 2008-2012 by BeyondProxy LLC. All rights reserved. February 2012 – Page 102 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors © 2008-2012 by BeyondProxy LLC. All rights reserved. February 2012 – Page 103 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors © 2008-2012 by BeyondProxy LLC. All rights reserved. February 2012 – Page 104 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors © 2008-2012 by BeyondProxy LLC. All rights reserved. February 2012 – Page 105 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors Ryan Morris on First Marblehead (FMD) We are pleased to present the following guest feature on one of Ryan Morris’s best ideas, First Marblehead. Ryan is the Managing Partner and founded Meson Capital Partners, LP in February 2009. Meson focuses on deep value, activist investments. From June 2011, Ryan has been a member of the equity committee for HearUSA, which was responsible for selling the company assets and tripling the value to equity holders. Prior to founding Meson, Ryan was co-founder and CEO of VideoNote, a small and profitable educational software company with customers including Cornell University and The World Bank. Ryan has a Bachelors and Master’s degree in Operations Research and Information Engineering from Cornell University and has completed the CFA Program. Overview First Marblehead (FMD) is a very misunderstood company that recently traded at $1.25 per share compared to about $2 per share cash liquidation value. This liquidation value is obscured by a large false liability due to GAAP accounting requirements to consolidate securitization residuals. They sold these in November 2011, so the next 10-Q should be a catalyst and show a clean balance sheet. There is a large embedded call option as the returning founder Dan Meyers rebuilds the business. I call it a smoldering cash pile with an unknown quantity of (free!) dynamite underneath. The upside is imprecise at this point but the structural elements to have a profitable business are all in place. Background “This liquidation value is obscured by a large false liability due to GAAP accounting requirements to consolidate securitization residuals. They sold these in November 2011, so the next 10-Q should be a catalyst and show a clean balance sheet.” First Marblehead was founded by Dan Meyers and has been a facilitator of private student loans for over twenty years. As college tuition grew faster than federal loan caps and inflation, a double-digit growth market for private student loans to fill the gap emerged, peaking at about $20 billion in 2007. FMD securitized about 20% of these loans at the peak in 2007, only keeping a small residual piece of the trust. Their business model was to help underwrite, package and sell the loans and take gain-on-sale revenue, which was roughly 50% cash now and 50% residuals that would pay out towards the back end of the loan. The securitized loans were guaranteed by non-profit TERI (think PMI mortgage insurance but for private student loans) so they could sell the subordinated pieces of the waterfall. The world and the securitization market changed after 2007, driving their stock down from $55 to $1 per share. It hasn’t been the same since, so they needed to change their business model to adapt. While the securitization market has returned for most conventional loans, private student loans are pretty niche and have come back more slowly. SLM did nearly $2 billion in securitizations of private student loans in 2011, which was the first movement since 2007. Sallie Mae has a good primer on the private student loan market on their website. Current Balance Sheet and Downside Protection It’s one thing to find a cheap option in the market; it’s rare to find a marriage between a net-net and a cheap option. Most net-nets are just liquidations where the upside is very limited. The downside protection for FMD comes from two points (note there are 100 million shares, so the math is easy): © 2008-2012 by BeyondProxy LLC. All rights reserved. February 2012 – Page 106 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors As of the last 10-Q, they had $245 million of cash. Subtract from this $66 million of deposits at the bank and $67 million of other liabilities and the ultraconservative liquidation value is $112 million. In the other liabilities they have a $40 million tax dispute that looks like it should go in their favor considering all the losses over the last four years. Also, they bought TMS for $50 million only a year ago and it has been doing well, so call that worth another $40 million. This gets to about a $200 million liquidation value for the company, or $2 per share. They are burning $10 million per quarter while they rebuild the business and expect that to be fairly stable as revenues increase, so at the current price you are basically buying the business with a two-year runway for free. So will this new business be successful? Rebuilding The Business: Throwing New Ideas Against a Sticky Wall The short version of the story is that they are changing their business model because the environment has changed. They need to throw things against the wall and see what sticks. Now the two big factors here are: Who is doing the “throwing” and how sticky is the wall? If this were a regular, competitive market and the people coming up with ideas consisted of a committee, then I’d argue that’s a perfect model for failure. A committee will be unfocused and the focused competitors in an established market would tear those ideas to shreds. In this case, you have a founder who has built a billion-dollar business before in a changing environment who has his ego (as well as his compensation) tied to the success of the business. If he felt the world was so different and there was no place for an independent company, he could sell the company or just liquidate it and take his roughly $20 million pro forma cash and do something else. “It’s one thing to find a cheap option in the market; it’s rare to find a marriage between a net-net and a cheap option. Most net-nets are just liquidations where the upside is very limited.” I also argue that the metaphorical “wall” is sticky here because student loan lending is one of the only supply-constrained lending markets in the U.S. right now. Have you noticed how low the interest rates are for car loans or mortgages? It’s because overall there are plenty of people who would love to lend money but not that many who want to borrow. I’d highly recommend Richard Koo’s The Holy Grail of Macroeconomics to understand this phenomenon better. Student loans don’t have this characteristic. There is plenty of demand for student loans as the recession drives people back to school to learn new skills. However, the problem is with the supply. Student loans are a very unusual type of a loan – there is no secure collateral like a car loan, and there is no income to borrow against like a credit card. In general, banks just don’t make those loans because they don’t fit their models of risk. That’s where First Marblehead comes in – they have been doing this for over twenty years and have far more underwriting data and analytics than most banks. They can help banks underwrite student loans into this market – which is currently lending at 8% to 760 FICO score borrowers! Banks would love to lend at 8%, or even 4% to credit-worthy people rather than getting 0.25% at the Fed. Estimating The Value of The New business Rebuilding the Business: Monogram FMD has spent the last two years retooling their business model to work in the absence of securitization markets. Their new product, Monogram, is designed as a partner-lending “cradle-to-grave” model where they act as specialized designers, underwriters, and portfolio managers of student loans on behalf of © 2008-2012 by BeyondProxy LLC. All rights reserved. February 2012 – Page 107 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors partner banks. The loans would then be held on the bank’s balance sheet and FMD would earn a significant portion of the spread. In exchange, they also have to put up a first-loss piece for the banks, which they earn back over time. They also have a small S&L and will originate their own loans off its balance sheet. Partner Lending Unit Economics: Very “Back of the Envelope” While the details of the numbers haven’t been fully disclosed yet, my rough guess of the numbers would be something like this: For $100 million of loans, FMD puts up $10 million in first-loss capital. The loans are made at 8% interest, split 5% to the bank, 3% to FMD, and have an average term of 15 years. They also get a fee up front, say 2% of principal. Revenue is $2 million up front and ~$25 million in interest over the 15-year life of the loan (using straight line amortization), call that $14 million at an NPV-10, so $16 million total revenue per $100 million loans. This is a rough estimate and assumes minimal defaults but gives an idea of how they make money. They had 20% of the private market in 2007. If they could achieve 15% of the current $9 billion market, that would be $1.3 billion per year of loans facilitated times $16 million NPV revenue per $100 million loans facilitated equals ~$200 million in revenue. At 30% net margin that works out to $60 million or $0.60 per share of net income. This doesn’t include the $135 million they would have to put up as the first-loss piece depending on the 10% assumption. Note: The net margins seem high for a financial company, but that is because their revenue is basically the net interest margin. Look at banks and see what their net margins look like if you treat net interest margin as revenue — it’s high. FMD had 41% net margins in 2005-2007. First Marblehead’s Comeback Season “You have a founder who has built a billion-dollar business before in a changing environment who has his ego (as well as his compensation) tied to the success of the business.” The company had its first executed agreements this past summer lending season and has begun to rebuild things. They went into the season having $250 million of loan capacity over two years from SunTrust and Kinecta, their initial partners. They got about $500 million of loan requests, approved $125 million and had $45 million taken by the customers. The actual loan volume was a bit lower than I expected – I thought they would use close to the full capacity of $125 million – but I can appreciate that they wanted to be conservative their first season back in four years. In November they announced they significantly increased their capacity with SunTrust and extended it for three more years. If I am correct about this thesis, then I would expect to see more capacity increases and new lending partner banks announced before this summer. I would not expect a securitization deal for at least another year however. Summary First Marblehead is an unusual financial services company that should be in a good structural position given the supply-constrained nature of its market. It trades below net cash liquidation value but doesn’t appear to do so until the next 10-Q because of weird recent GAAP consolidation rules. Unlike most net-nets, FMD also has large upside if it can rebuild the business. The perfect CEO — who has done this before — has the reigns and incentives to do so. © 2008-2012 by BeyondProxy LLC. All rights reserved. February 2012 – Page 108 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors Favorite Screens for Value Investors “Magic Formula,” Based on Trailing Operating Income Companies with high returns on capital employed, trading at high trailing EBIT-to-enterprise value yield Move To 52-Week ▼ ▼ EBIT/ Capital Employed Tax Rate Price/ Tangible Book % Own. Buys/ Sells High MV ($mn) EV ($mn) EV/ Sales Trailing EBIT/ EV Insiders Company Ticker Price ($) 1 2 3 4 5 Unisys ITT Educational PDL BioPharma Bridgepoint Edu. Career Education UIS ESI PDLI BPI CECO 20.13 65.85 6.33 24.59 10.45 -32% -24% -26% -36% -40% 105% 45% 6% 25% 164% 872 1,756 885 1,269 793 650 1,586 1,146 1,020 345 .2x 1.0x 3.1x 1.1x .2x 52% 34% 30% 28% 89% 11069% infinite infinite infinite 493% 30% 39% 35% 38% 34% n/m >9.9x n/m 4.0x 1.7x <1% <1% <1% <1% <1% 5/1 5/3 -/6/6 -/5 6 7 8 9 10 * Columbia Labs * Expedia Vonage Dell DepoMed CBRX EXPE VG DELL DEPO 1.58 31.04 2.34 16.67 6.16 -36% -41% -13% -22% -32% 173% 1% 130% 6% 69% 138 4,144 528 29,948 341 112 3,784 583 24,371 232 2.2x 1.0x .7x .4x 1.6x 24% 21% 20% 19% 19% infinite infinite infinite infinite infinite n/m 28% 9% 18% n/m 6.4x n/m n/m >9.9x 2.9x <1% <1% 14% <1% <1% -/3/3 10 / 3 4/6 4/- 11 12 13 14 15 Global Sources Veeco Instruments Tessera Technologies ePlus USA Mobility GSOL VECO TSRA PLUS USMO 5.95 26.35 18.65 30.43 14.29 -19% -23% -40% -27% -14% 115% 119% 17% 1% 25% 201 1,020 961 245 316 112 597 426 223 304 .5x .5x 1.5x .2x 1.3x 27% 58% 23% 18% 20% 271% 195% 322% infinite 381% 5% 22% >99% 42% n/m 2.0x 1.6x 1.6x 1.3x 4.7x <1% <1% <1% 12% 1% -/4/5 3/2 6/7 7/- 16 17 18 19 20 Apollo Group Exelis Nova Measuring General Motors Forest Labs APOL XLS NVMI GM FRX 54.61 9.93 8.53 25.00 32.17 -32% -17% -40% -24% -12% 7% 36% 38% 56% 26% 6,902 1,833 224 39,114 8,594 5,815 2,418 141 29,193 6,390 1.3x .4x 1.3x .2x 1.4x 18% 26% 21% 20% 22% 1214% 194% 304% 324% 229% 45% 35% n/m 0% 23% 6.9x n/m 2.4x n/m 3.1x 3% <1% <1% <1% 1% 9 / 13 20 / 1 -/18 / 17 18 / 11 21 22 23 24 25 Spirit Airlines C&J Energy Power-One Capella Education CTC Media SAVE CJES PWER CPLA CTCM 15.54 17.52 4.52 41.23 9.70 -34% -28% -19% -37% -17% 12% 88% 169% 56% 154% 1,127 909 471 596 1,526 776 859 345 458 1,394 .8x 1.4x .3x 1.1x 1.9x 17% 25% 74% 20% 19% infinite 175% 134% 250% 289% 35% 37% 36% 37% 33% 2.5x 3.7x 1.4x 3.9x 7.3x 1% 4% 3% <1% <1% 2/8 3/1 3/6 5/2/1 26 27 28 29 30 * InfoSpace United Online DeVry Amerigroup * Argan INSP UNTD DV AGP AGX 12.04 5.62 40.50 69.59 15.02 -35% -15% -19% -46% -45% 3% 33% 65% 9% 17% 475 501 2,725 3,329 205 195 650 2,400 2,766 67 .9x .7x 1.1x .4x .6x 16% 16% 19% 15% 15% infinite infinite 227% infinite infinite 41% 32% 32% 37% 43% 1.7x n/m 5.6x 3.4x 2.7x <1% 3% 2% 2% <1% 4/6 -/5 19 / 11 10 / 13 -/- 31 32 33 34 35 Cray Almost Family Vista Gold Corp. Nevsun Resources * Star Gas Partners CRAY AFAM VGZ NSU SGU 7.11 18.00 3.44 6.10 4.59 -30% -31% -30% -29% -3% 18% 119% 33% 20% 31% 258 169 246 1,222 299 170 141 218 995 337 .5x .4x n/m 2.7x .2x 23% 27% 26% 27% 19% 133% 118% 113% 110% 147% 5% 40% 39% 38% 48% 2.0x 3.4x 1.7x 2.7x >9.9x 4% <1% 2% <1% <1% 7/-/7/6 -/-/1 36 37 38 39 40 Kulicke and Soffa Metropolitan Health InterMune GameStop * AmSurg KLIC MDF ITMN GME AMSG 11.15 8.40 14.36 24.55 25.40 -40% -55% -26% -25% -25% 14% 1% 260% 17% 10% 821 368 941 3,349 796 542 305 713 3,031 1,187 .7x .8x 2.7x .3x 1.6x 32% 15% 14% 21% 20% 100% 405% infinite 120% 121% 21% 39% 0% 35% 16% 2.1x 4.4x 4.3x 5.3x n/m 2% 3% <1% <1% 1% 12 / 7 6/5 3/9 3/3 2/4 41 42 43 44 45 Dolby Laboratories Rimage STR Holdings * Deluxe Applied Materials DLB RIMG STRI DLX AMAT 34.92 13.18 10.06 23.41 12.47 -26% -22% -29% -25% -22% 79% 25% 100% 25% 36% 3,796 136 419 1,190 16,281 2,854 21 289 1,942 11,985 3.0x .2x 1.0x 1.4x 1.1x 15% 49% 24% 14% 20% 276% 89% 97% 440% 107% 30% 37% 30% 31% 19% 2.8x 1.1x 4.0x n/m 2.2x <1% 2% 1% <1% <1% 5/6 6/7/6/3 14 / 14 Company website SEC Y! Proxy Y! * New additions are highlighted. Low Price Charts Screening criteria: ► Market value > $100 million ► ADRs and banks excluded ► China RTOs excluded © 2008-2012 by BeyondProxy LLC. All rights reserved. February 2012 – Page 109 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors “Magic Formula,” Based on This Year’s EPS Estimates Companies with high returns on capital employed, trading at high earnings yields (based on this FY EPS estimates) Move To 52-Week ▼ ▼ EBIT/ Capital Employed Tax Rate Price to Tangible Book % Own. Buys/ Sells High MV ($mn) EV ($mn) EV/ Sales This FY EPS Yield Insiders Company Ticker Price ($) 1 2 3 4 5 DepoMed GT Solar Career Education ITT Educational Dell DEPO GTAT CECO ESI DELL 6.16 8.56 10.45 65.85 16.67 -32% -25% -40% -24% -22% 69% 104% 164% 45% 6% 341 1,089 793 1,756 29,948 232 696 345 1,586 24,371 1.6x .7x .2x 1.0x .4x 20% 18% 21% 16% 13% infinite infinite 493% infinite infinite n/m 33% 34% 39% 18% 2.9x >9.9x 1.7x >9.9x >9.9x <1% <1% <1% <1% <1% 4/12 / 7 -/5 5/3 4/6 6 7 8 9 10 Global Sources Bridgepoint Edu. Veeco Instruments C&J Energy Medley Capital GSOL BPI VECO CJES MCC 5.95 24.59 26.35 17.52 11.13 -19% -36% -23% -28% -22% 115% 25% 119% 88% 12% 201 1,269 1,020 909 193 112 1,020 597 859 176 .5x 1.1x .5x 1.4x 12.0x 14% 12% 18% 18% 11% 271% infinite 195% 175% infinite 5% 38% 22% 37% n/m 2.0x 4.0x 1.6x 3.7x .9x <1% <1% <1% 4% <1% -/6/6 4/5 3/1 4/- 11 12 13 14 15 Power-One Medicines Forest Labs CTC Media Almost Family PWER MDCO FRX CTCM AFAM 4.52 19.09 32.17 9.70 18.00 -19% -35% -12% -17% -31% 169% 5% 26% 154% 119% 471 1,035 8,594 1,526 169 345 727 6,390 1,394 141 .3x 1.5x 1.4x 1.9x .4x 18% 11% 12% 11% 13% 134% 544% 229% 289% 118% 36% n/m 23% 33% 40% 1.4x 2.7x 3.1x 7.3x 3.4x 3% <1% 1% <1% <1% 3/6 2/4 18 / 11 2/1 -/- 16 17 18 19 20 GameStop H&R Block Microsoft PMC-Sierra j2 Global Comms GME HRB MSFT PMCS JCOM 24.55 16.49 29.71 6.45 27.74 -25% -25% -20% -24% -9% 17% 9% 0% 41% 18% 3,349 4,830 249,290 1,485 1,316 3,031 5,362 203,814 1,309 1,153 .3x 1.6x 2.8x 2.0x 3.6x 12% 9% 9% 9% 9% 120% infinite infinite 828% infinite 35% 37% 16% 30% 13% 5.3x >9.9x 5.4x 3.9x 8.6x <1% <1% 6% <1% 6% 3/3 11 / 5 15 / 12 3/1 5/8 21 22 23 24 25 Cisco Systems * Delphi Automotive TRW Automotive DeVry ePlus CSCO DLPH TRW DV PLUS 19.92 25.10 38.24 40.50 30.43 -33% -23% -25% -19% -27% 12% 1% 65% 65% 1% 107,087 8,239 4,732 2,725 245 79,552 9,026 5,374 2,400 223 1.8x .6x .3x 1.1x .2x 9% 11% 18% 9% 9% 10099% 109% 68% 227% infinite 17% 25% 14% 32% 42% 3.8x 8.1x 8.5x 5.6x 1.3x <1% <1% <1% 2% 12% 20 / 12 -/3/2 19 / 11 6/7 26 27 28 29 30 Kulicke and Soffa Entropic Comms CF Industries Darling USANA Health KLIC ENTR CF DAR USNA 11.15 5.59 175.49 14.10 33.59 -40% -40% -34% -20% -31% 14% 133% 10% 39% 24% 821 485 11,475 1,651 503 542 355 11,667 1,932 466 .7x 1.4x 2.1x 1.2x .8x 11% 11% 13% 11% 10% 100% 94% 72% 93% 135% 21% n/m 36% 37% 34% 2.1x 1.7x 5.4x >9.9x 5.1x 2% <1% <1% <1% 54% 12 / 7 4/1 10 / 10 1/5 4/5 31 32 33 34 35 Portfolio Recovery * Spirit Airlines SanDisk Apple Datalink Corp. PRAA SAVE SNDK AAPL DTLK 67.78 15.54 52.49 420.30 8.75 -16% -34% -39% -26% -36% 34% 12% 2% 3% 31% 1,160 1,127 12,613 391,781 155 1,392 776 11,643 365,829 120 3.2x .8x 2.2x 3.4x .3x 9% 8% 9% 8% 9% infinite infinite 311% infinite 151% 40% 35% 15% 24% 41% 2.4x 2.5x 2.0x 5.4x 3.3x 2% 1% <1% <1% 3% 6/6 2/8 9/9 7/8 3/4 36 37 38 39 40 LHC Group * Neurocrine Bio Capella Education * Oracle Lear LHCG NBIX CPLA ORCL LEA 14.20 8.14 41.23 28.71 43.41 -13% -33% -37% -14% -18% 116% 10% 56% 27% 31% 267 527 596 144,292 4,442 310 417 458 128,058 3,461 .5x 5.2x 1.1x 3.5x .3x 12% 8% 9% 8% 12% 72% infinite 250% infinite 66% 34% n/m 37% 25% 13% 8.7x 9.1x 3.9x >9.9x 2.2x <1% <1% <1% 22% <1% 1/3 1/5/6/4 9/9 41 42 43 44 45 KBR * Amdocs HollyFrontier * Lexmark * Lincoln Educational KBR DOX HFC LXK LINC 32.07 29.40 28.17 35.49 8.16 -35% -14% -26% -27% -20% 23% 9% 38% 14% 144% 4,774 5,136 5,894 2,669 185 4,183 4,212 5,403 2,097 195 .4x 1.3x .4x .5x .3x 10% 9% 23% 13% 13% 91% 146% 55% 60% 60% 9% 12% 36% 20% 43% 3.3x 4.7x 2.3x 2.2x 1.3x <1% <1% 1% 1% 4% 8/2 -/20 / 9 19 / 6 2/6 Company website SEC Y! Proxy Y! * New additions are highlighted. Low Price Charts Criteria: ► MV > $100 million ► ADRs, banks excluded ► EV to MV < 1.5 ► China RTOs excluded © 2008-2012 by BeyondProxy LLC. All rights reserved. February 2012 – Page 110 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors “Magic Formula,” Based on Next Year’s EPS Estimates Companies with high returns on capital employed, trading at high earnings yields (based on next FY EPS estimates) Move To 52-Week ▼ ▼ EBIT/ Capital Employed Tax Rate Price to Tangible Book % Own. Buys/ Sells High MV ($mn) EV ($mn) EV/ Sales Next FY EPS Yield Insiders Company Ticker Price ($) 1 2 3 4 5 GT Solar Global Sources C&J Energy Spirit Airlines Medley Capital GTAT GSOL CJES SAVE MCC 8.56 5.95 17.52 15.54 11.13 -25% -19% -28% -34% -22% 104% 115% 88% 12% 12% 1,089 201 909 1,127 193 696 112 859 776 176 .7x .5x 1.4x .8x 12.0x 19% 15% 24% 13% 12% infinite 271% 175% infinite infinite 33% 5% 37% 35% n/m >9.9x 2.0x 3.7x 2.5x .9x <1% <1% 4% 1% <1% 12 / 7 -/3/1 2/8 4/- 6 7 8 9 10 Dell ITT Educational Bridgepoint Edu. Power-One * Delphi Automotive DELL ESI BPI PWER DLPH 16.67 65.85 24.59 4.52 25.10 -22% -24% -36% -19% -23% 6% 45% 25% 169% 1% 29,948 1,756 1,269 471 8,239 24,371 1,586 1,020 345 9,026 .4x 1.0x 1.1x .3x .6x 12% 12% 12% 14% 14% infinite infinite infinite 134% 109% 18% 39% 38% 36% 25% >9.9x >9.9x 4.0x 1.4x 8.1x <1% <1% <1% 3% <1% 4/6 5/3 6/6 3/6 -/- 11 12 13 14 15 Kulicke and Soffa GameStop CTC Media Portfolio Recovery H&R Block KLIC GME CTCM PRAA HRB 11.15 24.55 9.70 67.78 16.49 -40% -25% -17% -16% -25% 14% 17% 154% 34% 9% 821 3,349 1,526 1,160 4,830 542 3,031 1,394 1,392 5,362 .7x .3x 1.9x 3.2x 1.6x 14% 13% 11% 10% 10% 100% 120% 289% infinite infinite 21% 35% 33% 40% 37% 2.1x 5.3x 7.3x 2.4x >9.9x 2% <1% <1% 2% <1% 12 / 7 3/3 2/1 6/6 11 / 5 16 17 18 19 20 Microsoft Metropolitan Health TRW Automotive Datalink Corp. Cisco Systems MSFT MDF TRW DTLK CSCO 29.71 8.40 38.24 8.75 19.92 -20% -55% -25% -36% -33% 0% 1% 65% 31% 12% 249,290 368 4,732 155 107,087 203,814 305 5,374 120 79,552 2.8x .8x .3x .3x 1.8x 10% 10% 16% 10% 10% infinite 405% 68% 151% 10099% 16% 39% 14% 41% 17% 5.4x 4.4x 8.5x 3.3x 3.8x 6% 3% <1% 3% <1% 15 / 12 6/5 3/2 3/4 20 / 12 21 22 23 24 25 CF Industries USANA Health ePlus SanDisk j2 Global Comms CF USNA PLUS SNDK JCOM 175.49 33.59 30.43 52.49 27.74 -34% -31% -27% -39% -9% 10% 24% 1% 2% 18% 11,475 503 245 12,613 1,316 11,667 466 223 11,643 1,153 2.1x .8x .2x 2.2x 3.6x 13% 10% 10% 10% 9% 72% 135% infinite 311% infinite 36% 34% 42% 15% 13% 5.4x 5.1x 1.3x 2.0x 8.6x <1% 54% 12% <1% 6% 10 / 10 4/5 6/7 9/9 5/8 26 27 28 29 30 DeVry Apple TransGlobe Energy Lear Amdocs DV AAPL TGA LEA DOX 40.50 420.30 9.35 43.41 29.40 -19% -26% -28% -18% -14% 65% 3% 70% 31% 9% 2,725 391,781 684 4,442 5,136 2,400 365,829 637 3,461 4,212 1.1x 3.4x 2.8x .3x 1.3x 10% 9% 17% 12% 10% 227% infinite 58% 66% 146% 32% 24% 52% 13% 12% 5.6x 5.4x 2.4x 2.2x 4.7x 2% <1% <1% <1% <1% 19 / 11 7/8 -/9/9 -/- 31 32 33 34 35 * China Cord Blood Almost Family Darling Kronos Worldwide RPC CO AFAM DAR KRO RES 2.28 18.00 14.10 22.04 17.89 -19% -31% -20% -36% -21% 80% 119% 39% 57% 62% 168 169 1,651 2,555 2,653 74 141 1,932 2,801 2,787 1.3x .4x 1.2x 1.5x 1.7x 13% 10% 10% 14% 15% 61% 118% 93% 56% 55% 18% 40% 37% 37% 38% 1.1x 3.4x >9.9x 2.9x 3.8x <1% <1% <1% <1% 2% -/-/1/5 4/-/- 36 37 38 39 40 HollyFrontier Lexmark * Jazz Pharma * Oracle * LHC Group HFC LXK JAZZ ORCL LHCG 28.17 35.49 45.98 28.71 14.20 -26% -27% -55% -14% -13% 38% 14% 7% 27% 116% 5,894 2,669 2,584 144,292 267 5,403 2,097 2,471 128,058 310 .4x .5x 10.2x 3.5x .5x 15% 12% 9% 9% 11% 55% 60% infinite infinite 72% 36% 20% n/m 25% 34% 2.3x 2.2x >9.9x >9.9x 8.7x 1% 1% 3% 22% <1% 20 / 9 19 / 6 18 / 16 6/4 1/3 41 42 43 44 45 PMC-Sierra Career Education * Quest Software * SAIC * McKesson PMCS CECO QSFT SAI MCK 6.45 10.45 19.08 13.00 76.51 -24% -40% -23% -15% -13% 41% 164% 45% 36% 14% 1,485 793 1,585 4,436 18,788 1,309 345 1,387 4,825 18,837 2.0x .2x 1.7x .4x .2x 9% 9% 9% 11% 9% 828% 493% infinite 70% 171% 30% 34% 6% 48% 30% 3.9x 1.7x >9.9x >9.9x >9.9x <1% <1% <1% <1% <1% 3/1 -/5 -/2 5/1 3/2 Company website SEC Y! Proxy Y! * New additions are highlighted. Low Price Charts Criteria: ► MV > $100 million ► ADRs, banks excluded ► EV to MV < 1.5 ► China RTOs excluded © 2008-2012 by BeyondProxy LLC. All rights reserved. February 2012 – Page 111 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors Contrarian: Biggest YTD Losers (deleveraged & profitable) Non-financial companies with no net debt, positive analyst estimates for next year’s EPS, and large YTD price drop ▼ MV ($mn) EV ($mn) Price Change Since December 31, 2005 2010 2011 Insiders EV / TTM Revenue Price to Tangible Book Next FY P/E % Own. Buys/ Sells Company Ticker Price ($) 1 2 3 4 5 * Columbia Labs * IPC The Hospitalist * WebMD Health * Marchex * Solta Medical CBRX IPCM WBMD MCHX SLTM 1.58 32.72 27.15 4.89 2.52 138 538 1,547 182 153 112 506 1,246 147 129 -66% n/m -7% -78% n/m -30% -16% -47% -49% -17% -37% -28% -28% -22% -20% 2.2x 1.2x 2.2x 1.1x 1.1x 6.4x 14.9x 3.5x 3.0x 3.8x 12x 16x 59x 14x 50x <1% 2% 3% 9% <1% -/8/4 16 / 4 4/6 2/1 6 7 8 9 10 * WPX Energy * C&J Energy * Konami * China Cord Blood * Thoratec WPX CJES KNM CO THOR 14.75 17.52 25.55 2.28 29.14 2,898 909 3,653 168 1,746 2,848 859 3,480 74 1,530 n/m n/m 16% n/m 41% n/m n/m 20% -43% 3% -19% -16% -15% -14% -13% .7x 1.4x 1.0x 1.3x 3.7x .4x 3.7x 2.0x 1.1x 5.5x 42x 4x 12x 8x 18x <1% 4% <1% <1% <1% -/3/1 -/-/2/3 11 12 13 14 15 * Electronic Arts * Questcor Pharma * Synergetics USA * Kenexa * JDA Software EA QCOR SURG KNXA JDAS 17.93 36.60 6.50 23.59 28.91 5,943 2,296 162 638 1,230 4,973 2,130 150 589 1,214 -66% 3419% 73% 12% 70% 9% 148% 38% 8% 3% -13% -12% -12% -12% -11% 1.3x 12.4x 2.6x 2.2x 1.8x 14.0x 13.5x 5.8x 5.2x 3.8x 15x 19x 16x 22x 13x <1% <1% 4% 4% 4% 7/6 5/7 7/2 2/2 1/9 16 17 18 19 20 * AngioDynamics * Harvest Natural * Vocus * American Eagle * Google ANGO HNR VOCS AEO GOOG 13.27 6.62 19.85 13.81 585.99 333 227 397 2,676 189,795 203 161 292 2,194 149,373 -48% -25% 91% -10% 41% -14% -46% -28% -6% -1% -10% -10% -10% -10% -9% .9x 59.7x 2.6x .7x 3.9x 1.6x .6x 5.5x 2.0x 3.9x 27x 5x 22x 13x 11x <1% <1% 3% <1% <1% 8/3 -/1/3 6/1 10 / 9 21 22 23 24 25 * CoStar Group * Williams-Sonoma * Abercrombie & Fitch * Conceptus * Hecla Mining CSGP WSM ANF CPTS HL 60.60 34.97 44.51 11.55 4.78 1,535 3,597 3,826 361 1,337 981 3,225 3,364 360 931 40% -19% -32% -8% 18% 5% -2% -23% -16% -58% -9% -9% -9% -9% -9% 4.0x .9x .8x 2.8x 1.8x 2.8x 2.9x 2.0x 3.2x 1.2x 55x 14x 11x 578x 11x 4% <1% 1% <1% <1% 8/2 5/3 2/3 1/2/1 26 27 28 29 30 * Taleo * Hill-Rom Holdings * LoopNet N.A. Palladium * PDF Solutions TLEO HRC LOOP PAL PDFS 35.43 30.86 16.77 2.34 6.40 1,470 1,910 565 381 181 1,359 1,836 498 346 137 167% 16% n/m -72% -61% 28% -22% 51% -66% 33% -8% -8% -8% -8% -8% 4.7x 1.2x 5.9x 2.1x 2.1x 22.7x 3.6x 7.2x 1.2x 3.4x 31x 12x 52x 33x 9x 2% <1% 5% <1% 6% 14 / 6 7/3 8/9 -/2/3 31 32 33 34 35 * Boston Beer * Urban Outfitters * CareFusion * Peet’s Coffee & Tea * Bristol Myers Squibb SAM URBN CFN PEET BMY 99.97 25.40 23.51 58.06 32.65 1,273 3,663 5,281 751 55,327 1,225 3,533 5,094 739 52,753 300% 0% n/m 91% 42% 5% -29% -9% 39% 23% -8% -8% -7% -7% -7% 2.5x 1.5x 1.4x 2.0x 2.5x 7.5x 3.5x 4.6x 4.6x 7.1x 24x 16x 12x 33x 16x 4% <1% <1% 1% <1% 8/7 1/1 15 / 7 7/9 4/4 36 37 38 39 40 * NIC * Pegasystems * CEVA * Build-A-Bear * ADA-ES EGOV PEGA CEVA BBW ADES 12.36 27.32 28.13 7.87 21.09 793 1,030 662 138 204 726 931 525 113 202 101% 274% 349% -73% 16% 27% -25% 37% 3% 89% -7% -7% -7% -7% -7% 4.1x 2.4x 9.2x .3x 5.4x 10.8x 8.6x 4.2x 1.3x n/m 30x 28x 27x 22x 20x 2% 1% <1% 5% 5% 2/6 6/6 5/5 8/2 8/2 41 42 43 44 45 * Silicon Image * Blue Nile * Luminex * Higher One * Children’s Place SIMG NILE LMNX ONE PLCE 4.39 38.20 19.84 17.28 49.80 360 518 836 976 1,239 205 478 743 925 1,086 -52% -5% 71% n/m 1% -40% -33% 9% -15% 0% -7% -7% -7% -6% -6% 1.0x 1.4x 4.2x 5.3x .6x 2.1x 21.3x 4.7x 12.2x 2.0x 14x 35x 37x 18x 14x <1% 2% 2% 6% 1% 6/3 8/3 3/3 3/6 7/8 Company website SEC Y! Proxy Y! * New additions are highlighted. Stock Price Charts Criteria: ► Positive net cash ► Positive next FY EPS ► MV > $100 million ► China RTOs excluded © 2008-2012 by BeyondProxy LLC. All rights reserved. February 2012 – Page 112 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors Value with Catalyst: Cheap Repurchasers of Stock Companies that may be creating value by reducing their shares outstanding at relatively cheap prices ▼ MV ($mn) EV ($mn) Q-Q Change in Shares Insiders EV / TTM Revenue Next FY P/E Price to Tangible Book Net Cash as % of MV % Own. Buys/ Sells Company Ticker Price ($) 1 2 3 4 5 Ameristar Casinos Skullcandy Comtech Telecomm. Neutral Tandem Ingersoll-Rand ASCA SKUL CMTL TNDM IR 19.78 12.58 30.48 11.96 34.01 646 343 620 376 10,617 2,491 342 346 292 12,854 -12.5% -8.8% -8.6% -7.5% -7.4% 2.1x 1.6x .6x 1.1x .9x 9x 11x 23x 12x 11x n/m 5.3x 1.7x 2.2x n/m -286% 0% 44% 22% -21% 2% 5% 2% 5% <1% 9/4 8/8 10 / 5 8/5 -/- 6 7 8 9 10 Bank of East Asia Gap China Cord Blood Xyratex Oritani Financial BKEAY GPS CO XRTX ORIT 3.99 18.63 2.28 16.00 12.74 8,294 9,097 168 453 595 n/m 9,338 74 321 n/m -7.4% -7.2% -6.7% -6.6% -6.3% n/m .6x 1.3x .2x n/m 15x 11x 8x 9x 18x 1.5x 3.6x 1.1x 1.3x 1.1x n/m -3% 56% 29% n/m <1% 2% <1% <1% 6% -/7/5 -/-/10 / 2 11 12 13 14 15 Banco Argentaria Northwest Bancorp FXCM Fox Chase Bancorp hhgregg BBVA NWBI FXCM FXCB HGG 8.83 12.74 10.13 12.81 11.24 42,976 1,242 156 175 416 n/m n/m n/m n/m 448 -5.9% -5.2% -4.3% -4.2% -4.2% n/m n/m n/m n/m .2x 9x 18x 11x 32x 9x 1.2x 1.3x 4.9x .9x 1.4x n/m n/m n/m n/m -8% <1% <1% <1% 3% 10% -/8/7 6/14 / 2 6/5 16 17 18 19 20 KBW Oplink Comms HCC Insurance NTT * A. Schulman KBW OPLK HCC NTT SHLM 17.61 18.03 28.42 24.82 23.49 582 345 3,027 65,551 691 n/m 172 n/m 104,618 787 -4.1% -4.0% -4.0% -4.0% -4.0% n/m .9x n/m .8x .4x 18x 18x 10x 6x 9x 1.5x 1.3x 1.3x .9x 2.0x n/m 50% n/m -60% -14% <1% 3% <1% <1% 2% -/9/5 5/-/20 / 7 21 22 23 24 25 Domtar Veeco Instruments Fred’s Chico’s FAS Navigators Group UFS VECO FRED CHS NAVG 87.51 26.35 14.76 11.82 48.90 3,708 1,020 547 1,982 699 4,106 597 534 1,742 n/m -3.9% -3.9% -3.9% -3.8% -3.7% .7x .5x .3x .8x n/m 11x 14x 15x 12x 18x 1.4x 1.6x 1.4x 3.1x .9x -11% 41% 2% 12% n/m <1% <1% 6% <1% <1% 2/1 4/5 3/2 6/6 1/1 26 27 28 29 30 * Ingram Micro RadioShack Devon Energy Best Buy * People’s United IM RSH DVN BBY PBCT 19.29 10.24 63.29 25.00 12.90 2,959 1,022 25,563 8,758 4,652 2,396 1,021 27,971 8,643 n/m -3.5% -3.4% -3.3% -3.3% -3.2% .1x .2x 2.5x .2x n/m 10x 8x 9x 7x 13x .9x 1.3x 1.7x 2.9x 1.5x 19% 0% -9% 1% n/m <1% <1% <1% <1% <1% 11 / 6 2/1 3/9 10 / 2 4 / 11 31 32 33 34 35 CF Industries * American Greetings ConocoPhillips Synaptics OmniAmerican Bancorp CF AM COP SYNA OABC 175.49 14.20 71.20 32.74 16.29 11,475 505 94,535 1,054 184 11,667 654 111,659 815 n/m -3.1% -3.0% -3.0% -2.8% -2.8% 2.1x .4x .5x 1.4x n/m 8x 7x 9x 12x 43x 5.4x .7x 1.5x 3.3x .9x -2% -30% -18% 23% n/m <1% <1% <1% <1% <1% 10 / 10 -/3/3 11 / 4 3/1 36 37 38 39 40 Amdocs * Northrop Grumman * SAIC * Hyatt Hotels * Johnson Outdoors DOX NOC SAI H JOUT 29.40 61.39 13.00 40.35 18.43 5,136 16,040 4,436 6,664 180 4,212 17,069 4,825 6,693 151 -2.8% -2.7% -2.7% -2.6% -2.6% 1.3x .8x .4x 1.8x .4x 10x 9x 9x 45x - 4.7x n/m 14.2x 1.5x 1.3x 18% -6% -9% 0% 16% <1% <1% <1% <1% 4% -/15 / 3 5/1 10 / 4 3/2 41 42 43 44 45 * Benchmark Electron. * Principal Financial * Culp * Steelcase * Assurant BHE PFG CFI SCS AIZ 17.01 27.07 8.70 8.48 39.35 983 8,261 111 1,074 3,625 740 n/m 96 1,200 n/m -2.6% -2.5% -2.5% -2.4% -2.4% .3x n/m .4x .4x n/m 17x 9x 8x 10x 7x .9x 1.0x 1.5x 2.2x .9x 25% n/m 14% -12% n/m 1% <1% 3% <1% 1% 1/1 20 / 3 3/9/1 7 / 10 Company website SEC Y! Proxy Y! * New additions are highlighted. Criteria: ► MV < 2 * BV ► Next FY P/E < 12 ► Debt/equity < 0.4 ► MV > $100mn ► Q-Q ∆ shares < 0 © 2008-2012 by BeyondProxy LLC. All rights reserved. February 2012 – Page 113 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors Profitable Dividend Payors with Decent Balance Sheets Dividend-paying companies with no net debt and EPS estimates in excess of 75% of the indicated annual dividend Move To 52-Week ▼ Dividend Yield Est. P/E Insiders High MV ($mn) EV ($mn) Last 12 Months Annual Indicated This FY Next FY Price to Tangible Book % Own. Buys/ Sells Company Ticker Price ($) 1 2 3 4 5 Invesco Mortgage BBVA Banco Frances * Am. Capital Mortgage Cypress Sharpridge Crexus Investment IVR BFR MTGE CYS CXS 15.01 6.45 18.89 13.50 10.97 -16% -27% -20% -22% -27% 60% 90% 6% 2% 23% 1,732 1,243 189 1,117 841 1,675 n/m 128 1,110 n/m 25% 16% 1% 18% 9% 23% 17% 17% 15% 13% 4x 7x 17x 8x 8x 5x 5x 6x 7x 9x .9x 1.6x .9x 1.0x .9x <1% <1% 22% <1% <1% 8/-/8/6/2 8/- 6 7 8 9 10 PennyMac Mortgage Banco Santander BGC Partners IDT Corp. Societe Generale PMT STD BGCP IDT SCGLY 17.68 7.75 6.39 9.70 5.50 -20% -13% -15% -10% -32% 9% 64% 58% 76% 159% 493 68,282 826 221 21,133 n/m n/m n/m 122 n/m 10% 4% 10% 12% 8% 11% 11% 11% 9% 9% 8x 8x 8x 65x 6x 7x 7x 8x 12x 7x .9x 1.8x 2.8x 4.2x .3x <1% <1% <1% 11% <1% 2/1 -/6/3 5/5 -/- 11 12 13 14 15 CTC Media * Medley Capital NGP Capital * Diana Containerships THL Credit CTCM MCC NGPC DCIX TCRD 9.70 11.13 8.10 7.03 13.19 -17% -22% -29% -35% -21% 154% 12% 25% 92% 13% 1,526 193 175 162 267 1,394 n/m n/m 114 n/m 9% 3% 9% 3% 8% 9% 9% 9% 9% 8% 10x 9x 11x 23x 13x 9x 8x 12x 9x 10x 7.3x .9x .9x .8x 1.0x <1% <1% <1% <1% <1% 2/1 4/2/-/7/- 16 17 18 19 20 Ellington Financial Banco Macro Mesabi Trust Telecom Argentina Westpac Banking EFC BMA MSB TEO WBK 19.16 26.33 33.47 21.58 109.00 -18% -31% -44% -22% -18% 31% 90% 26% 25% 27% 315 1,626 439 2,216 65,767 309 n/m n/m 1,748 n/m 13% 7% 7% 5% 8% 8% 8% 8% 7% 7% 16x 6x 12x 7x 11x 6x 6x 12x 6x 10x .8x 3.4x >9.9x 1.5x 2.1x <1% <1% <1% <1% <1% 4/1 -/-/-/-/- 21 22 23 24 25 Solar Senior City Telecom Nat’l Australia Bank Banco Argentaria Sun Life Financial SUNS CTEL NABZY BBVA SLF 16.40 10.58 25.19 8.83 20.41 -18% -15% -21% -20% -15% 21% 51% 20% 47% 70% 156 400 55,663 42,976 11,934 120 348 n/m n/m n/m 2% 7% 7% 5% 7% 7% 7% 7% 7% 7% 27x 9x 10x 9x >99x 11x 8x 10x 9x 8x .9x 1.7x 1.6x 1.2x 1.3x 1% <1% <1% <1% <1% 2/-/-/-/-/- 26 27 28 29 30 Intersections Australia and NZ AXA First Financial Banc Chunghwa Telecom INTX ANZBY AXAHY FFBC CHT 11.76 21.99 15.57 17.93 31.70 -25% -20% -31% -28% -9% 96% 22% 49% 2% 18% 203 58,278 36,427 1,045 24,806 197 n/m n/m n/m 23,130 6% 7% 6% 3% 6% 7% 7% 6% 6% 6% 12x 10x 5x 16x 16x 13x 10x 7x 15x 17x 4.0x 1.9x 1.2x 1.6x 2.1x 44% <1% <1% <1% <1% 10 / 10 -/-/13 / 5 -/- 31 32 33 34 35 AstraZeneca Credit Suisse Telular STMicroelectronics Mercury General AZN CS WRLS STM MCY 47.39 26.04 7.96 7.30 44.68 -14% -19% -32% -27% -24% 11% 83% 12% 85% 5% 60,544 31,295 121 6,599 2,450 59,209 n/m 108 5,780 n/m 5% 5% 5% 4% 5% 6% 6% 6% 5% 5% 7x 10x 20x 15x 16x 8x 8x 17x 23x 16x >9.9x 1.2x 2.4x 1.1x 1.4x <1% <1% 2% <1% <1% -/-/5/6 -/1/3 36 37 38 39 40 Aixtron AG * Artio Global Invest. Santander Brasil United Overseas Bank Univest Corp. of PA AIXG ART BSBR UOVEY UVSP 15.52 4.53 9.32 26.95 15.49 -28% -8% -28% -17% -22% 190% 281% 36% 29% 18% 1,587 268 34,968 21,225 259 1,176 n/m n/m n/m n/m 5% 5% 14% 3% 5% 5% 5% 5% 5% 5% 10x 4x 11x 12x 13x 18x 8x 9x 13x 12x 2.2x 1.7x 1.4x 1.5x 1.2x <1% 5% <1% <1% 1% -/6/2 -/-/7/1 41 42 43 44 45 Rimage DDi Corp. NutriSystem * World Wrestling Ent. Reed Elsevier RIMG DDIC NTRI WWE ENL 13.18 9.49 14.00 9.62 23.87 -22% -30% -25% -10% -12% 25% 26% 62% 47% 17% 136 193 393 716 18,646 21 175 351 555 18,643 2% 4% 5% 7% 4% 5% 5% 5% 5% 5% 23x 10x 30x 17x 11x 25x 9x 14x 13x 11x 1.1x 2.0x 5.0x 2.3x >9.9x 2% <1% 3% 2% <1% 6/4/4 -/2 7 / 12 -/- Company website SEC Y! Proxy Y! * New additions are highlighted. Low Price Charts Criteria: ► Positive net cash ► Positive EPS for this/next FY ► MV > $100 million ► China RTOs excl. © 2008-2012 by BeyondProxy LLC. All rights reserved. February 2012 – Page 114 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors Deep Value: Lots of Revenue, Low Enterprise Value Companies that trade at low multiples of net revenue ▼ Move To 52-Week Est. P/E Insiders High MV ($mn) EV ($mn) EV/ Sales This FY Next FY Annual Dividend Yield Price to Tangible Book % Own. Buys/ Sells Company Ticker Price ($) 1 2 3 4 5 * Winn-Dixie Stores Tech Data Ingram Micro World Fuel Services Office Depot WINN TECD IM INT ODP 9.46 52.33 19.29 44.17 2.60 -46% -27% -20% -33% -33% 7% 4% 12% 3% 138% 532 2,160 2,959 3,142 729 424 1,733 2,396 3,283 1,316 .06x .07x .07x .11x .11x n/m 11x 12x 16x n/m n/m 9x 10x 15x 37x .3% - .8x 1.1x .9x 3.8x 1.1x 2% <1% <1% <1% <1% 20 / 14 2/6 11 / 6 4/7 3/1 6 7 8 9 10 * Kelly Services AmerisourceBergen Tesoro Systemax Celestica KELYA ABC TSO SYX CLS 17.20 40.09 24.18 17.30 8.28 -37% -14% -28% -37% -18% 34% 8% 22% 3% 51% 634 10,357 3,371 630 1,638 639 9,896 3,840 512 1,052 .12x .12x .14x .14x .14x 11x 14x 5x 12x - 10x 13x 6x 10x - 1.2% 1.3% - 1.1x >9.9x .9x 1.6x 1.2x 2% <1% <1% 2% <1% -/8 5/2 3/1 3/1 -/- 11 12 13 14 15 Cardinal Health Delek US Holdings SYNNEX Sony Valero Energy CAH DK SNX SNE VLO 42.64 12.91 35.90 17.85 23.51 -12% -42% -37% -9% -30% 10% 36% 2% 107% 32% 14,732 749 1,319 17,810 13,159 15,250 954 1,618 13,999 17,978 .15x .15x .16x .16x .16x 13x 4x 8x n/m 6x 12x 7x 8x 30x 7x 2.0% 1.2% 1.8% 2.6% >9.9x 1.3x 1.4x .9x .8x <1% 2% 30% <1% <1% 19 / 9 6/2 7/8 -/7/7 16 17 18 19 20 McKesson Manpower Insight Enterprises Unisys Barnes & Noble MCK MAN NSIT UIS BKS 76.51 41.50 18.49 20.13 12.03 -13% -23% -30% -32% -30% 14% 68% 6% 105% 75% 18,788 3,386 811 872 724 18,837 3,526 870 650 1,167 .16x .16x .17x .17x .17x 12x 13x 10x 9x n/m 11x 12x 9x 6x n/m 1.0% 1.9% - >9.9x 2.9x 1.7x n/m n/m <1% <1% <1% <1% 1% 3/2 11 / 3 2/8 5/1 8 / 10 21 22 23 24 25 Best Buy Career Education Marathon Petroleum Flextronics General Motors BBY CECO MPC FLEX GM 25.00 10.45 37.17 6.72 25.00 -13% -40% -29% -25% -24% 43% 164% 28% 26% 56% 8,758 793 13,252 4,793 39,114 8,643 345 13,594 5,446 29,193 .17x .17x .18x .18x .20x 7x 5x 5x 8x 6x 7x 11x 7x 6x 7x 2.6% 2.7% - 2.9x 1.7x 1.4x 2.4x n/m <1% <1% <1% <1% <1% 10 / 2 -/5 21 / 2 -/18 / 17 26 27 28 29 30 Brightpoint ITT Corp. Sears Holdings Supervalu * Alon USA Energy CELL ITT SHLD SVU ALJ 11.99 21.67 49.00 6.88 9.83 -39% -39% -41% -9% -46% 10% 3% 92% 71% 58% 818 2,010 5,237 1,460 551 963 2,497 9,165 7,863 1,469 .20x .21x .21x .22x .22x 11x 14x n/m 6x 8x 10x 12x n/m 6x 9x 1.7% 5.1% 1.6% 8.7x n/m 1.7x n/m 2.1x <1% <1% 26% <1% 2% 2/2 22 / 3 7/4 12 / 1/- 31 32 33 34 35 Owens & Minor Sanmina-SCI Bunge NACCO Industries Avnet OMI SANM BG NC AVT 29.71 10.91 58.61 94.95 33.93 -13% -45% -8% -40% -30% 20% 59% 30% 40% 12% 1,884 885 8,530 646 5,034 1,901 1,487 12,737 765 6,319 .22x .23x .23x .24x .24x 16x 8x 10x 7x 9x 14x 6x 9x 7x 8x 2.7% 1.7% 2.2% - 3.0x 1.1x .9x 1.3x 1.8x 1% <1% <1% 1% <1% 3/5 -/3 -/9/3 15 / 12 36 37 38 39 40 RadioShack Kroger Western Refining * Arkansas Best Lear RSH KR WNR ABFS LEA 10.24 23.91 16.00 21.99 43.41 -11% -12% -37% -35% -18% 73% 8% 36% 25% 31% 1,022 13,743 1,453 559 4,442 1,021 21,217 2,113 473 3,461 .24x .24x .24x .25x .25x 9x 12x 5x 52x 8x 8x 11x 6x 16x 8x 4.9% 1.9% 1.0% .5% 1.2% 1.3x 3.6x 1.8x 1.1x 2.2x <1% <1% 29% <1% <1% 2/1 5 / 10 -/4 3/1 9/9 41 42 43 44 45 Insperity * OfficeMax China Yuchai * Andersons Nokia NSP OMX CYD ANDE NOK 27.49 5.81 16.09 42.99 5.61 -28% -33% -22% -30% -20% 18% 209% 108% 19% 109% 710 500 600 795 21,100 484 1,784 623 1,143 14,105 .25x .25x .25x .26x .26x 22x 10x 9x 15x 17x 10x 9x 17x 2.2% 3.1% 1.4% 10.2% 3.4x .9x .8x 1.5x 3.1x 2% 1% <1% 4% <1% 4/5 10 / 7 -/11 / 7 -/- Company website SEC Y! Proxy Y! * New additions are highlighted. Low Price Charts Criteria: ► EV to TTM revenue < 0.5x ► MV < revenue ► MV > $500 million ► China RTOs excluded © 2008-2012 by BeyondProxy LLC. All rights reserved. February 2012 – Page 115 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors Deep Value: Neglected Gross Profiteers Companies that trade at low multiples of gross profit Move To 52-Week ▼ Enterprise Value / Insiders EBIT Next FY Price/ Tang. Book % Own. Buys/ Sells Ticker 1 2 3 4 5 * Imation Stewart Information Winn-Dixie Stores Career Education RealNetworks IMN STC WINN CECO RNWK 6.14 12.92 9.46 10.45 7.41 -12% -37% -46% -40% -8% 101% 2% 7% 164% 122% 234 249 532 793 254 1 204 424 345 82 .0x .1x .1x .2x .2x .0x .1x .2x .3x .4x n/m .2x n/m 1.5x n/m n/m 59x n/m 5x n/m n/m 15x n/m 11x n/m .6x 1.1x .8x 1.7x 1.0x 1% <1% 2% <1% <1% 4/-/20 / 14 -/5 11 / 4 6 7 8 9 10 Office Depot Kindred Healthcare IDT Corp. First American Telecom Argentina ODP KND IDT FAF TEO 2.60 10.94 9.70 14.00 21.58 -33% -30% -10% -25% -22% 138% 165% 76% 24% 25% 729 570 221 1,476 2,216 1,316 1,971 122 1,124 1,748 .1x .4x .1x .3x .4x .4x .4x .4x .5x .5x n/m 17.0x 18.8x 1.1x 2.0x n/m 6x 65x 19x 7x 37x 6x 12x 13x 6x 1.1x n/m 4.2x 1.3x 1.5x <1% <1% 11% <1% <1% 3/1 2/2 5/5 3/2 -/- 11 12 13 14 15 RadioShack Charming Shoppes Amedisys * Corinthian Colleges Investment Tech RSH CHRS AMED COCO ITG 10.24 4.90 9.92 2.87 11.28 -11% -53% -8% -57% -21% 73% 5% 292% 113% 76% 1,022 571 292 244 451 1,021 556 416 414 293 .2x .3x .3x .2x .5x .5x .5x .6x .6x .6x 4.6x n/m n/m n/m n/m 9x 70x 5x 13x 15x 8x 22x 10x 9x 12x 1.3x 2.6x 2.4x 1.3x 1.5x <1% <1% 2% <1% 2% 2/1 -/5/2 9/7 9/5 16 17 18 19 20 Gleacher & Co. E.W. Scripps Barnes & Noble Unisys Nature’s Sunshine GLCH SSP BKS UIS NATR 1.60 8.29 12.03 20.13 15.51 -38% -23% -30% -32% -50% 54% 23% 75% 105% 36% 204 454 724 872 241 159 306 1,167 650 193 .6x .4x .2x .2x .5x .6x .6x .6x .6x .7x n/m n/m n/m 1.9x 13.7x 18x n/m n/m 9x 12x 6x 14x n/m 6x 11x .9x .9x n/m n/m 3.0x <1% <1% 1% <1% <1% -/2/5 8 / 10 5/1 3/1 21 22 23 24 25 American Equity ArcelorMittal Haverty Furniture Stein Mart Humana AEL MT HVT SMRT HUM 11.16 21.08 12.24 6.89 92.15 -28% -30% -23% -18% -38% 25% 83% 12% 59% 5% 665 32,873 269 300 15,067 702 57,760 211 204 5,143 .6x .6x .3x .2x .1x .7x .7x .7x .7x .7x .6x 11.0x 81.1x 5.2x 2.3x 5x 10x >99x 14x 11x 6x 9x 35x 11x 12x .5x .7x 1.1x 1.2x 3.1x 3% <1% <1% 3% <1% 3/2 -/1/4 10 / 1 6/6 26 27 28 29 30 US Airways * hhgregg Best Buy Sony American Greetings LCC HGG BBY SNE AM 6.37 11.24 25.00 17.85 14.20 -38% -21% -13% -9% -12% 77% 71% 43% 107% 75% 1,033 416 8,758 17,810 505 3,461 448 8,643 13,999 654 .3x .2x .2x .2x .4x .7x .7x .7x .7x .7x 8.2x 5.6x 4.9x 11.9x 4.1x 11x 10x 7x n/m 7x 4x 9x 7x 30x 7x n/m 1.4x 2.9x .9x .7x <1% 10% <1% <1% <1% -/6/5 10 / 2 -/-/- 31 32 33 34 35 Skechers Kelly Services * Sierra Wireless Alcatel-Lucent ITT Corp. SKX KELYA SWIR ALU ITT 12.10 17.20 7.21 2.00 21.67 -7% -37% -17% -31% -39% 96% 34% 115% 232% 3% 604 634 225 4,643 2,010 494 639 125 5,598 2,497 .3x .1x .2x .3x .2x .7x .7x .7x .7x .7x n/m 10.3x n/m 13.2x 2.6x n/m 11x 6x 14x 26x 10x 6x 12x .7x 1.1x 1.6x n/m n/m 2% 2% <1% <1% <1% 1/7 -/8 -/-/22 / 3 36 37 38 39 40 * Intersections Vanguard Health Coca-Cola FEMSA Digital River * Destination Maternity INTX VHS KOF DRIV DEST 11.76 11.46 95.32 14.73 15.66 -25% -25% -25% -8% -22% 96% 62% 8% 171% 61% 203 881 2,583 550 208 197 3,072 2,855 240 224 .5x .6x .3x .6x .4x .7x .7x .8x .8x .8x 5.8x 19.8x 2.3x 10.7x 5.9x 12x 14x 22x 14x 11x 13x 11x 19x 12x 9x 4.0x n/m .5x 1.6x 2.3x 44% 10% <1% <1% <1% 10 / 10 22 / 1 -/2/3/- 41 42 43 44 45 Celadon Group Brown Shoe * Sears Holdings Cbeyond * Sun Healthcare CGI BWS SHLD CBEY SUNH 13.50 9.13 49.00 8.84 4.19 -39% -36% -41% -35% -51% 24% 73% 92% 77% 258% 304 383 5,237 268 536 311 762 9,165 260 595 .6x .3x .2x .5x .3x .8x .8x .8x .8x .8x 12.8x 15.7x n/m n/m n/m 16x 12x n/m n/m 5x 13x 8x n/m >99x 10x 1.9x 1.4x 1.7x 2.0x 3.5x 8% 1% 26% 1% 3% 9/3 2/3 7/4 5/1 13 / 1 Company website SEC Y! Proxy Y! * New additions are highlighted. High EV ($mn) Est. P/E Company Low MV ($mn) This FY Price ($) Price Charts Sales Gross Profit Criteria: ► EV < TTM gross profit ► MV < 2x gross profit ► MV > $200 million ► China RTOs excluded © 2008-2012 by BeyondProxy LLC. All rights reserved. February 2012 – Page 116 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors Activist Targets: Potential Sales, Liquidations or Recaps Companies that may unlock value through a corporate event ▼ Move To 52-Week High MV ($mn) EV ($mn) Price to Tangible Book Insiders Net Cash (% of MV) NCAV (% of MV) EV/ Sales Next FY P/E % Own. Buys/ Sells Company Ticker Price ($) 1 2 3 4 5 Exceed Company * Opnext * K-Swiss Imation FormFactor EDS OPXT KSWS IMN FORM 4.15 1.18 3.14 6.14 5.43 -32% -34% -21% -12% -14% 105% 277% 315% 101% 103% 106 107 112 234 274 (43) 63 84 1 (42) .4x .5x .6x .6x .7x 140% 41% 25% 100% 115% 231% 146% 133% 133% 121% n/m .2x .3x .0x n/m n/m n/m n/m n/m <1% <1% <1% 1% <1% -/1/4/2 4/3/4 6 7 8 9 10 Crexus Investment PennyMac Mortgage Maxygen Aviat Networks NeoPhotonics CXS PMT MAXY AVNW NPTN 10.97 17.68 5.49 2.16 5.48 -27% -20% -30% -25% -34% 23% 9% 13% 201% 282% 841 493 154 132 136 (80) (383) (9) 59 47 .9x .9x .9x .8x .7x 110% 178% 106% 55% 66% 109% 108% 106% 106% 105% n/m n/m n/m .1x .2x 9x 7x 9x n/m <1% <1% <1% 2% <1% 8/2/1 -/8/5 5/- 11 12 13 14 15 Pacific Biosciences Endocyte MedCath Orbotech Kimball PACB ECYT MDTH ORBK KBALB 3.55 3.48 7.18 10.84 5.97 -37% -13% -7% -17% -23% 375% 325% 108% 42% 32% 195 124 146 384 164 4 (2) 39 199 129 .9x 1.0x .5x .9x .4x 98% 102% 73% 48% 21% 99% 98% 97% 96% 95% .2x n/m .1x .4x .1x n/m n/m 9x - <1% 3% 2% <1% 2% 2/9/- / 12 -/6/- 16 17 18 19 20 Ingram Micro Sprott Physical Gold Richardson Electron. * Parlux Fragrances Benchmark Electron. IM PHYS RELL PARL BHE 19.29 14.70 12.11 5.35 17.01 -20% -22% -5% -58% -29% 12% 15% 27% 23% 19% 2,959 2,147 205 111 983 2,396 148 44 99 740 .9x 1.1x 1.0x 1.1x .9x 19% 93% 79% 11% 25% 93% 93% 92% 85% 84% .1x .4x .3x .8x .3x 10x 26x 17x <1% <1% <1% <1% 1% 11 / 6 -/2/1 1/1/1 21 22 23 24 25 JAKKS Pacific Axcelis Technologies Rimage Skechers Westell Technologies JAKK ACLS RIMG SKX WSTL 13.92 1.78 13.18 12.10 2.44 -5% -44% -22% -7% -20% 52% 105% 25% 96% 61% 362 190 136 604 167 221 145 21 494 59 .9x .9x 1.1x .7x 1.0x 39% 23% 85% 18% 65% 84% 84% 83% 80% 77% .3x .4x .2x .3x .4x 13x 36x 25x 26x 35x 2% <1% 2% 2% 2% 7/2 -/2 6/1/7 1/1 26 27 28 29 30 Hurco QLT Tech Data Tellabs * Hardinge HURC QLTI TECD TLAB HDNG 21.51 6.81 52.33 4.19 9.93 -19% -21% -27% -12% -30% 63% 30% 4% 68% 41% 139 334 2,160 1,529 116 95 130 1,733 499 111 1.1x 1.0x 1.1x 1.0x .8x 32% 61% 20% 67% 4% 75% 75% 74% 73% 73% .5x 3.2x .1x .4x .3x 16x 9x >99x 10x 2% <1% <1% <1% 2% 7/3/2/6 -/3 6/- 31 32 33 34 35 Sycamore Networks * Cutera West Marine Enstar Group Movado SCMR CUTR WMAR ESGR MOV 19.37 8.52 12.00 97.65 18.76 -19% -21% -42% -18% -42% 32% 17% 12% 17% 8% 557 119 274 1,412 467 154 30 230 (2,535) 329 1.2x 1.3x 1.0x 1.3x 1.2x 72% 75% 16% 280% 30% 73% 73% 72% 72% 70% 2.9x .5x .4x n/m .7x n/m n/m 13x 8x - 6% <1% <1% <1% <1% 1/1/1 3/2 1/1 5/5 36 37 38 39 40 DragonWave Keegan Resources ModusLink * Exar Callaway Golf DRWI KGN MLNK EXAR ELY 3.59 3.93 5.65 6.65 6.12 -25% -13% -42% -19% -23% 144% 146% 27% 7% 34% 128 298 248 298 397 68 85 136 96 333 1.3x 1.4x 1.1x 1.3x .9x 47% 72% 45% 68% 16% 70% 68% 68% 67% 66% 1.3x n/m .2x .7x .4x n/m 32x 32x <1% <1% 2% <1% <1% -/-/9/5 5/2 7/8 41 42 43 44 45 * Supertex Oplink Comms EXFO Electro-Optical * Insmed * Xyratex SUPX OPLK EXFO INSM XRTX 18.51 18.03 6.51 5.01 16.00 -11% -26% -19% -47% -53% 36% 64% 103% 169% 1% 223 345 187 124 453 97 172 121 41 321 1.2x 1.3x .9x 1.5x 1.3x 56% 50% 36% 67% 29% 66% 65% 65% 65% 65% 1.3x .9x .4x 9.6x .2x 46x 18x n/m 9x 9% 3% <1% <1% <1% 8/6 9/5 -/-/-/- Company website SEC Y! Proxy Y! * New additions are highlighted. Low Price Charts Criteria: ► TBV > 50% of MV ► ST assets - liabilities > 50% of MV ► MV > $100mn ► China RTOs excl. © 2008-2012 by BeyondProxy LLC. All rights reserved. February 2012 – Page 117 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors This Month’s Top 10 Web Links A Selection of Our Favorite Internet Resources David Einhorn Tom Gayner Ed Hyman & Bob Doll GMO Mohnish Pabrai Van Hoisington Q4 Review and Outlook http://bit.ly/zelBqs Whitney Tilson T2 Partners Q4 Conference Call http://bit.ly/y3K0ou SIA Funds Long Term Investment Fund Newsletter http://scr.bi/xoHkji Jack Dorsey Twitter Founder on Curiosity and Inspiration http://bit.ly/gkJRnU John Burns Presentation on U.S. Housing Market © 2008-2012 by BeyondProxy LLC. All rights reserved. Q4 2011 Letter http://bit.ly/zrmmJV GuruFocus Interview http://bit.ly/yKbW0k WealthTrack Interview http://bit.ly/yHd5Uh Analysis of European Banks http://bit.ly/uEasPt TIME on The Dakshana Foundation Donate to Dakshana at www.dakshana.org (courtesy of Whitney Tilson) http://ti.me/xSEd36 http://bit.ly/xy1BIX February 2012 – Page 118 of 120 Value-oriented Equity Investment Ideas for Sophisticated Investors About THE MANUAL OF IDEAS © 2008-’12 by BeyondProxy LLC. All rights reserved. All content is protected by U.S. and international copyright laws and is the property of BeyondProxy and any third-party providers of such content. The U.S. Copyright Act imposes liability of up to $150,000 for each act of willful infringement of a copyright. THE MANUAL OF IDEAS is published monthly by BeyondProxy. Subscribers may download content to their computer and store and print materials for their individual use only. 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