Three Investment Ideas: Interview With Seth Hamot, Founder of Roark, Rearden, & Hamot Capital

http://www.marketfolly.com/2010/07/three-investment-ideas-interview-with.html
Today we're pleased to present an interview with Seth Hamot, 48, founder and managing partner of Roark, Rearden, & Hamot Capital Management. His fund has over $150 Million under management, has performed well through 2-3 recessions, and returned an annualized 17% to investors net of fees. This interview comes as a guest contribution from Ankit Gupta of SelectedFinancials.com. We're always looking for rising managers here at Market Folly and Ankit has done an excellent job with the below discovery:

"The following is an interview to try and learn a little bit about Seth Hamot's experience. As you read this, do remember that he has spent 15+ years building this investment fund and this interview cannot capture that, but hopes to bring a small portion to the public surface. Dr. Sergio Magistri, who led a company through the dot-com bubble and exited with a large acquisition by GE also shares his thoughts on what happened. He led InVision Technologies, which turned out to be an amazing investment for Seths fund. Today, InVisions products can be found in airports helping to prevent terrorism. With his input, we can analyze this amazing investment from the side of Seth and Sergio, both.

When did you launch your investment fund and what were you doing leading up to that?

RRH launched in the mid to late 90s and prior to that, I was working with partners buying distressed and defaulted debt backed by real estate. I started doing that in 1989 and 1990. Prior to that, I was the President of College Pro Painters, a painting contracting company with a student labor force. I graduated college and since CPP was owned by a foreigner, and needed a local president and leadership, I was brought on board. It was going through financial distress, had no local leadership, and so I was brought in to turn it around. We went from $3 Million/year in revenue to $11 Million when I left. Shortly after, a real estate recession kicked and, and so I began looking for turnaround situations with distressed debt that could be bought. My partners from those ventures eventually retired and so I continued what I was doing into the public markets. We found poorly performing assets that were either too encumbered with too much debt or too little leadership, focusing on hard assets like real estate and mining assets.

What is your funds underlying approach? What wrong do you right in the markets?

I want to find companies going through a transition. Eventually, that transition will translate into others seeing that the company will be worth more than they originally thought. It might be divesting a cash burning division, or new credit facility, or maybe the company just did a merger or acquisition allowing the business model to be leveraged, etc. The

objective is to NOT be an activist in these situations. There are a lot of great opportunities because really great companies make errors, but they can move on. We enjoy dealing with smart businessmen on a daily basis. Often times though, managers slowly become content to have a larger span of control and more remuneration. They change by rationalizing their business to make themselves better focused and more efficient and effective.

Where did you get your first 5 investors for your fund?

College roommates, families of college roommates, friends, my own money, etc.

What were the first 5 years of your fund like? How many employees did you have and what were some of the larger challenges?

It was a small fund and so picking investments was the main challenge. It was just myself initially. We took a very large position in a liquidating insurance company that lasted 2-3 years, but was very profitable because the markets misunderstood it entirely. It took a little bit of activism and at the end of it, I met someone, who introduced me to his own limited partners, and thats where I brought in some fresh capital. One of the joys there was that I met some great people who were also doing small cap value investing.

Eventually I was introduced to a well-run fund of funds on the west coast. I was told that we made some great investments, but our documentation was on napkins and we used grid pads for calculations. We got a real lawyer, real documentation, put together information for investors, and then began to grow. From the original $2 Million that we started with, we had grown to somewhere around $15-20 Million, and then these guys came in. Weve been successful in our performance with investors: Over the last decade, ended December 2009, weve returne d 17% annualized, net of all fees.

The name of your fund has a very unique name it has names of characters from the books of Ayn Rand. Can you tell us why you did this?

In general, we take a contrarian view. Doing it all the time is not contrarian and so this allows us to take investments from a unique vantage point.

What do you look for in an investment?

A perfect investment would be in a business that was once well covered by investors, analysts, raised a lot of money, etc. and then the company and industry went through a transformation and the stock trades very cheaply. Even after that, the underlying business itself makes sense and with some tough decisions, it can regain its value and it will right itself. A simplistic example is a REIT that for some reason no longer pays its dividend, driving the stock price very low.

Its a hard asset business that wont just disappear. If you can foresee the dividend coming back, it will get bought again for its yield eventually. So if someone calls in and say s, Ive got this REIT I want you to look at, Ill respond by asking, Is it paying a dividend? If the answer is yes, then I dont care, but if the answer is no, then lets talk!

How do you find your investments? Are they brought to you or do you screen for them?

We dont use as many screens as our competitors we look for situations of transition. We monitor a lot of announcements for spinoffs, acquisitions, divestitures, distributions and one-time dividends, etc. A good 1/3rd of our investments come from people who call about how theyve lost a lot of money and they dont understand why the equity is performing so poorly. They want information, but in another sense, theyre questioning whether an activist could help out. More often than not, present management and the board of directors will deal with the issues. We dont want to be activists, generally, but to the extent that were wrong that the CEO isnt good, we have to do it.

If its activism, its because the board or CEO is not reasonable. When we are activists, we always say to CEOs and board members that we see this (something specific) as a problem and that any reasonable businessman would see this as a problem. Reasonable owners, your shareholders, see this as a problem. Why dont you get in front of this and solve it? Its only when they refuse to address the issue and completely ignore rational shareholders that we become activists. Its not a case of them not being granted an opportunity to fix it. Furthermore, when they stick to their actions often to feather their own actions, they refuse to accept that we are the shareholders and owners of the business. Instead, they try to publicize that we are a lesser class of shareholder, a hedge fund. One extreme example is a board that said they had a program in place to find new, more docile, shareholders. Instead of realizing value by spending time to follow suggestions, they were spending time on finding money and new bosses.

How long do you typically hold an investment for?

Our average investment period is well over a year, probably closer to a couple of years. Im the chairman at TEAM, chairman at ORNG, both of which we have owned for over 4 years. Some of our other big positions are in the 3rd year of our ownership. Were not traders and our investors see it by the tax bill were not paying short-term taxes nearly as much as others.

Some of your investments are in pharmaceuticals or biotechs along with energy, mortgage processors, etc., how are you doing this?

Were generalists and start digging into anything. If the problem is product based, we dont dig into that. Were focused on the business. If the company has successful products, but is spending too much on R&D, its a question of capital allocation. We avoid biotech companies without significant revenues because we dont have a take on science. At the same time, we dont have any problem in investing in a pharmaceutical spending a lot on biotech, but already

has successful drugs in the marketplace. If there is a mismatch between capitalization and value of drugs that are already in the market, there will be a major discount to the market value of the company. A big discount points out that investors dont value the R&D pipeline even though the drugs are kicking off a lot of c ash.

How much do you care about where the overall markets are and where they are headed?

We used to not care at all, and through 2008, a lot of my competitors and I started to care very greatly. I dont really pay all that much attention to it though, because Im investing longer term than most, 2-4 years, and if they can turn a business around in 2 years, any 1 days headlines today wont be the headlines 2 years from now.

Do you take long positions only or short positions as well? Is any of this as a hedge or do you look for companies with something that is fundamentally wrong when taking a short position?

We do take short positions, but were not nearly as good at them as our longs. We look for bad business models, too much leverage, and companies generally run for the benefit of senior management and board members. Shorts tend to go against us because whenever any activity continues, the investment community rates it highly. Were not too good at anything other than when the debt comes due causing the company to reorganize or hand over ownership to the debt holders.

Your firm seems to be okay with small cap positions. Do you ever worry about a complete lack of liquidity that small caps will see whenever theres a downturn?

Yes, we worry about liquidity. We think about it more today than 2 or 3 years ago because it is an issue and with many stocks that we used to get involved in, we will no long get involved in.

How do you manage and define risk?

We define risk as leverage certainly not beta. Our only use of leverage will be used to trade around positions. That said, liquidity is the first coward and when liquidity dries up, you just have to put up with the bumpy road. Theres a desire to avoid volatility at all costs. The flip side is that youre paying for it in liquidity. Our 17% annualized return partly comes due to an illiquidity premium. Neither the auditor nor the IRS makes us give back our excess return due to that though!

Your fund has lived through 2 or 3 economic downturns which one were you most prepared for?

2000 Internet crackup. In 2002, when the S&P500 fell 22%, we were up almost 10%. These crises are very good for us, eventually. Theyre not so good short term because we go through hell too. Just after it though, we tend to dou ble and

show over 100% returns. Leading up to the recent troubles, we were short on homebuilders and held CDSs at one point, however gave those up on suspicions that the markets were rigged.

Do you ever notice that its easier to be right than it is to know when youll be proven right?

Yes, very much so. It happens in real estate quite a bit. You can buy a property one minute and then in the next minute, you can come up with a number for what its worth. Sometimes, it takes longer, and sometimes its sho rter. This applies to stocks too you know what its worth when you buy it, you have to wait though. We were investing 3 -4 years ago and are still waiting for the investments to complete. We see how they will, but the markets have not recognized it yet.

Historically, do you have any investments that you remember as amazing? Maybe an investment where you were just so darn right that it was memorable?

Yes, two in specific:

1. Nursing Homes: In the early parts of the last decade, nursing homes were providing elderly housing and elderly care. They were expanding the elderly care to provide ancillary types of procedures, like occupational therapy, breath therapy, etc. and all these things made tons of money. The underlying business was great, and then they issued a ton of debt, raised capital, etc. Shortly after, congress cut back funding. With that, the top lines and margins went through the floor, leveraged ones went bankrupt, and the industry in itself went through a transition.

The markets priced that as if nursing homes would go away. In reality, there would only be more elderly people given enough time. We were buying healthcare REITS, preferred shares with 20% yields, dividend-paying instruments for 50% of pay, etc. Lo and behold, the Internet stocks went to hell and these nursing homes were going through a change too. Even while they went through a change, they had to keep paying rent, and so the REIT dividends kept coming in. It was priced like a junk bond, but the yields were better and actual ratings were better too!

2. InVision Technologies (from Seth Hamots point of view). During the internet bust, you would hear tons of ideas that all began, This company has so much cash on hand and is only burning this much per quarter. We found INVN, which was a collection of venture ideas that were being commercialized. The CEO of this company, though, was committed to being profitable. Same sort of upside, but without the cash burn, as the Internet investments. The CEO basically said this: They (our investments) turn positive NOW, not later on. Meanwhile, Im getting a ton of calls from people to buy 1 of 6 online pet food supplier stocks, they have a ton of cash and little burn they dont need money for two years! I heard that all day long and then went to buy Invision. I paid less than the cash they had and saw some upside on a logger product that was going to make logging much more efficient. They werent burning cash either, and thats what made it attractive.

I went over just 1% of the company by September 10th, 2001. On the next morning, terrorists attack the country and so the markets dont open for a while. Invision actually had technology that sniffs for bomb threats in airports. At this time, it was in beta testing at a few regional airports. I hadnt paid attention to this part of INVN at all, but now it was a lot more important than all the other activity at the company. I had been buying the stock for $3 per share, less than net cash. It was a net net. As you know, the markets remained close d until September 17th, when it opened around $7.50. By that afternoon, it traded around $9. This is when all the value investors got out right away. Around this time, I said, You know, if its a real business, and its up to $9 today, because it was inst alled as a beta test, the government will want hundreds and thousands of these in the recent future, these will be hot. Eventually, I got out between $17-20. If you travel now and look behind the check in counter, those machines that they put your luggage through are Invision machines. I have no idea what happened to the log cutting advancements or anything else, I was following a CEO who wanted profitability even when everyone else had different ideas.

2a. InVision Technologies (now from Sergio's point of view - CEO/President)

Dr. Sergio Magistri was the President the CEO of InVision Technologies, which developed technologies for Explosive Detection Systems (EDS) and other civil aviation security. He joined in 1992, raised $21M in 1997, and entered into a merger agreement for $900M, or $50 per share, on December 6th, 2004. Below are some of his thoughts:

1. Does the description that Seth gave of the situation sound adequate?

Yes, from a contrarian investor point of view looking at the overall high-tech space near the end of the dot-com bubble. At InVision (INVN) though, we never felt that we were part of the dot-com mania. We had a long-term strategy that was quite simple: (1) Security is an event driven market (2) The best marketing is the quality of our products (3) Keep developing the best technology in the industry without running out of money and maintaining at least a cash flow break even or better (4) At some point in time, the market demand will come. In retrospect, I wish we would have been wrong or at least the demand (as a consequence of a terrorist event) would have been lesser.

2. Why did you care about cash flow break even or positive at a time when most others did not?

At the valuation we had before September 11th and during the dot-com period, the company was not re-financeable almost at any valuation, because we were not fashionable. We had real products, revenues, and even some profit.

3. Did you get a hard time from anyone for pursuing cash flow breakeven and profitability before others?

Quite a lot of our investors (and our own people) were pushing for some kind of splash change in strategy to appease the dot-com believers, but at the level of management and board of directors, we decided to keep executing our

security strategy. We had a clear understanding that we didnt belong to the dot -com world.

4. Seth mentioned a logging enhancement that your firm was working on, but that might have been hidden by the success of the Explosive Detection Systems. Could you tell us what eventually happened?

After September 11th, we were management and resource limited. For a while, we tried to spin it off as an independent and financed entity to avoid defocusing our security effort. Once this failed, we decided to abort the development. Even today, while recognizing the need for the decision at the time, I believe that this was and will be a very interesting opportunity.

And now, back to some questions for Seth: When dealing with small caps, do you ever think about why some of them are publicly traded to begin with?

All the time. If you actually understand the classical theory of public markets, they exist for raising initial capital. No one would actually give capital unless theres an exit strategy, and the public markets allow that exit st rategy to be a reality for small holders of stock.

Looking at your current positions, can you offer any insight as to some of the more interesting ones?

Aeropostale (ARO) Aeropostale is the premier teen retailer in my estimation. When you compare the c ompanys fundamentals to the other large players, AEO and ANF, you see the superiority clearly. Yet, ARO is relatively cheaper than its competitors. Lets first look at the ability to drive same store sales. In 2009, arguably the worst year for retail in the last generation, ARO had year over year gains every month. Furthermore, if you consider the gains in total sales compared to the recent trimming of inventory thats right, the decline in inventory you realize the increasing efficiencies that are driving huge cash flows at ARO. [Specifically, lets take the summation of the last four quarters of percentage yearly revenue gains and subtract from that number the summation of the last four quarters of percentage of yearly inventory gains, the latest quarter being actually a reduction in inventory. AROs resulting number is 50.83 and accelerating. AEOs is 21.88, and going in the wrong direction and ANFs is 34.68 and also headed in the wrong direction.]

Analysts miss all this though. They are so wed to their bullish calls on ANF and AEO that they have conjured up a story that once the recession ends, all those customers who are moving to a lower price point by shopping at ARO are going to return to the competitors stores. Hence, ARO trades at 5.43x i ts LTM EBITDA, while ANF trades at 7.26x and AEO traded at 7.14x until it lost 35% of its value in the last quarter. Caught up in their past view of the world, they are missing one of the great retail stories around today, which continues to improve its business quarter over quarter.

Nabi (NABI) this is a wonderful story. Nabi has a vaccine that helps with smoking sensations. Glaxo Smith Cline (GSK)

actually put up $45 Million to partner with them on this drug. No one spends $45M on a drug that isnt cre dible. That will probably move forward by the end of 2011. When I entered my position, I wasnt paying more than cash and the NPV of royalties, probably lower and upper 3s. GSK validated the vaccine and the ramifications of its approval are mind-boggling. You take 4-5 shots over 6-8 months and you can get over smoking. Our nation spends a lot of money on smoking and so there will be a lot of push behind this drug, you could make budgets balance if less people smoked. Even if you doubt it, the GSK guys have been looking at it for months and when theyre done with the next phase of development, GSK will pay NABI another $30 Million for the work theyre doing, and then the numbers get really crazy for royalty payments. When I was buying, I got in at prices whe re most of the story was for free because of where the stock price was trading.

(Market Folly note: There's an interesting tie-in here as readers will recall that Dan Loeb's hedge fund Third Point had been selling Nabi, though they still own a sizable position).

BreitBurn Energy Partners (BBEP) This company found they were overleveraged at one point last year and so they cut the dividend distribution, causing the stock to go down to $6. Dividend money went to cut down debt and now its at $15. We went from $6 to $15. Baupost is there and the interesting thing is that they got involved with a proxy contest with the largest shareholder. Quicksilver, the largest shareholder, went on the board and removed 2 guys the chairman and CEO, the two folks whose name is in the company name itself. They became management employees.

(Market Folly note: You can view the specifics of Seth Klarman's BBEP investment via Baupost's portfolio.)

Quicksilver (KWK) is overleveraged and owned 21 million shares of this company at one point, or about 40% of the company. They had a proxy contest and those 2 were removed. You have to take a step back and wonder whats going on. If there is nothing going on, why would they bother to remove people from the board who will object and not be happy about the situation? Theres a possibility that managers wer e taken off the board of directors so that potential M&A activity could be kept segregated from the operations, which offers a potential exit strategy for Quicksilver. In the meantime, I got a 10% dividend and 37.5 cents per quarter per share, not too bad at all, and mostly tax-free.

How do you try and structure your portfolio? Your top holding is 15% of your invested portfolio and the top 5 make up 44% of your portfolio, even though you had 29 positions at the last 13F filing.

We tend to buy as much as 6-7% of the portfolio and will be pruning as it crosses the 10-15% threshold. Were usually always pruning.

How do you deal with prices at which you are okay holding a stock, but not buying?

Opportunity cost would say that if you arent willing to buy it at the current price, you shouldnt be holding it, because

by not selling, youre effectively buying at the current price. One of the pains is you buy stocks out of favor. Often times, they become in favor! Just because theyve risen past fair value, and y ou saw that in InVision, where the fundamentals had markedly changed, you have to be patient and see it runs its course. By the same token, if I was buying for the log cutting machine software, and if it was done with the beta tests without much business activity, I would have found another investment to move onto. From my point of view, I can be patient.

Can you recommend a few books for investors that you found to be helpful?

Sure - Ben Graham's Security Analysis, The Intelligent Investor, and Seth Klarman's Margin of Safety. Additional reading includes Warren Buffett's annual letters and an understanding of topics of leveraged buyouts and stability of cash flows."

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