2008 | 2009 | ||||||
Price: | 16.00 | EPS | |||||
Shares Out. (in M): | 0 | P/E | |||||
Market Cap (in $M): | 732 | P/FCF | |||||
Net Debt (in $M): | 0 | EBIT | 0 | 0 | |||
TEV (in $M): | 0 | TEV/EBIT |
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Summary:
In the good ‘ole days, the VIC board might have loved the idea of anunlevered spin-off in a niche industry with complex financials trading at a gross discount to its fair value. We think that even in this market such an idea can work out extremely well and we believe Brink’s Home Security (CFL) is such an investment. With a net cash position and a current valuation of 17.0x recurring monthly revenue, 3.7x steady-state cash flow, and 3.1x EBITDA (that is after expensed investments in new subscribers – 2.1x before), we believe an investment in CFL offers tremendous upside potential and a firm margin of safety. [Note, share price used throughout this write-up is $16, closing price as of Friday.]
Thesis:
Brink’s Home Security (CFL) was recently spun-off from The Brink’s Company (BCO), and began trading as an independent equity security on 11/3/08. CFL is the premier company in the electronic security monitoring industry – a space we believe is relatively recession resistant and which possesses long-term growth prospects. At its current price, CFL is trading at what we believe represents roughly 1/3 its intrinsic value on both a Recurring Monthly Revenue (RMR) and Steady State Cash Flow (SSCF) basis – this analysis assigns the company essentially no value for its premier franchise nor its potentially significant growth. We take the recent substantial volume of insider purchases as evidence that management is very confident in the health of their franchise and the undervaluation of CFL stock.
We believe the extreme undervaluation of CFL equity is the result of four primary factors: 1) general market sentiment – i.e. many companies are currently cheap and have become cheaper; 2) spin-off dynamics – the forced selling that seems to have characterized the stock’s movement following the spin-off is common for spin-offs; 3) perception of the company as a consumer discretionary business – we believe shorts have been attracted to the stock; 4) complicated financials – unless one understands the business model, the true economics of the company are masked.
Excluding $125mm rebranding liability | Including $125mm rebranding liability | |||
Shares outstanding | 45.8 | Shares outstanding | 45.8 | |
Price | $ 16.00 | Price | $ 16.00 | |
Market cap | $ 732.3 | Market cap | $ 732.3 | |
Debt | - | Debt | - | |
Cash | 54.4 | Cash | 54.4 | |
Rebranding liability | - | Rebranding liability | 125.0 | |
Enterprise value | $ 677.9 | Enterprise value | $ 802.9 | |
RMR (as of 9/30/08 | $ 39.8 | RMR (as of 9/30/08 | $ 39.8 | |
Multiple of RMR | 17.0x | Multiple of RMR | 20.2x | |
Subscibers (as of 9/30/08) | 1285.3 mm | Subscibers (as of 9/30/08) | 1285.3 mm | |
Per subscriber | $ 527.43 | Per subscriber | $ 624.68 |
CFL is the second largest provider of home security monitoring services in
CFL’s business model is straightforward. CFL makes an up-front cash investment to install their system at the customer’s location and then provides monitoring services to those customers based on mid to long-term contracts. CFL estimates net cash investment (i.e. net of subscriber installation fees) for a system to be ˜$1,100.[1] The company then seeks to recoup their investment though monthly subscription revenues generated from the monitoring services they provide. In the vast majority of cases, monitoring services are governed by initial three-year contracts that contain automatic renewal provisions on an annual basis (usually for an additional one year). The company claims that “our cash break-even point per site is typically reached in less than four years after installation.”
Presented below are two analyses of economics underlying a residential installation, as well as the usual cash flow and accounting treatment for such an installation:
Per Residential Installation
Cash
Balance Sheet
P&L
Installation fees/revenues
$ 300
Deferred Liability
$ 300
$ -
Costs and Expenses:
Installation
$ 825
Capitalized Asset
$ 825
$ -
Sales (related to installation)
$ 125
Deferred Asset
$ 125
$ -
Marketing, other sales and admin
$ 450
$ -
Expensed
$ 450
Total costs
$ 1,400
Net Investment per Installation
$ 1,100
Net assets
$ 650
Expensed
$ 450
Upfront selling & system costs | GAAP | Cash | |
Sales & commissions | Capitalized | (125) | |
Hardware & labor | Capitalized | (825) | |
Marketing & overhead | Expensed | (450) | |
Total cost of installation | $ (1,400) | ||
Customer payment | Def. Revenue | 300 | |
Net cost of system | $ (1,100) | ||
Ongoing Fees & Expenses | Monthly | Annual | |
Monitoring fee (ARPU) | 30 | 360 | |
Monitoring marginal cost | (3) | (36) | |
Profit per sub | $ 27 | $ 324 |
As of September 30, 2008, CFL served 1,285.3mm customers. Single family residences make up more than 90% of the company’s customer base. The company also has ˜60,000 business customers which comprise ˜5% of its customer base. Multi-family residences make up the balance.
CFL is regarded as the gold-standard in the home security monitoring industry. That sentiment has been echoed repeatedly by industry experts we have spoken with, as well as through reading industry trade magazines. The primary differentiator for CFL is its customer retention levels. CFL has, for many years, shown the lowest disconnect rate – often by a substantial margin – amongst the major players in the industry. We believe CFL’s industry leading customer retention rates speak to two important facets of the company’s business: 1) the discipline and ownership CFL takes to its customer acquisition process - most significantly, CFL has high credit score standards for its customers, and requires, on average, an upfront $300 installation fee for new subscribers, creating a sense of ‘equity’ in the system for its subscribers[2]; 2) the level of customer service CFL provides for existing customers. Critically, unlike any of the other major security monitoring companies, CFL’s growth – since inception – has been entirely organic. All of the other major players have grown by rolling up smaller companies and consolidating the industry. CFL’s strategy has ensured consistency in its customer acquisition process (as well as the underlying home security units), resulting in a much higher quality customer base. The company anticipates that such discipline should enable the company’s customer base to remain resilient during this downturn.
Industry overview:
The home security monitoring industry remains extremely fragmented. The top five companies (ADT, CFL, Protection One, Monitronics, and Stanley Works) control ˜42.1% of total industry RMR. However, the top 100 companies control only ˜56%. Beneath the top 100, there are an estimated ˜14,000 regional and local security monitoring companies that control the balance of industry RMR.
2007 | 2007 | % of indsutry | ||||
Company | Subscribers | RMR | RMR | Comment | ||
Brink's Home Security | 1,223,800 | $ 37.2 | 5.3% | Mostly residential (95%) | ||
ADT | 6,000,000 | $ 219.0 | 29.2% | Evenly split between residential and commercial | ||
Protection One | 880,262 | (1) | $ 26.7 | 3.8% | Shifting to commerical, 30% multifamily | |
Monitronics | 548,034 | $ 17.0 | 2.4% | Mostly residential (90%) | ||
Stanley Security Solutions | 252,953 | $ 10.0 | 1.4% | Mostly commerical (70%) | ||
(1) | Excludes wholesale subscribers |
It is estimated that penetration rates for electronic security systems in single family homes is 17%-22% in the US and 12%-17% in Canada. For that reason, CFL, along with others in the security monitoring industry, believe there exists a large long-term growth runway ahead of it. Secular trends such as an aging population, a more security conscious population, and new technologies should assist in driving industry growth.
Historical numbers:
The data below highlights the key figures for the company going back to 1993. We believe the two most important metrics are growth in RMR and annualized disconnect rate. With regards to growth in RMR, it is important to keep in mind, again, that this growth is entirely organic. With regard to disconnects rates, we view the relative consistency of the company’s disconnect rates across fifteen years in varying economic environments as a strong positive.
1993 | 1994 | 1995 | 1996 | 1997 | 1998 | 1999 | ||
Revenue | $ 89.0 | $ 109.9 | $ 128.9 | $ 155.8 | $ 179.6 | $ 203.6 | $ 228.7 | |
y/y growth | 25.78% | 23.47% | 17.27% | 20.84% | 15.26% | 13.37% | 12.34% | |
EBIT | $ 26.4 | $ 32.4 | $ 39.5 | $ 44.9 | $ 52.8 | $ 53.0 | $ 54.2 | |
EBIT margin | 29.65% | 29.50% | 30.64% | 28.80% | 29.43% | 26.05% | 23.70% | |
Capex | $ 26.4 | $ 34.1 | $ 47.3 | $ 61.5 | $ 70.9 | $ 81.7 | $ 80.6 | |
D&A | $ 14.4 | $ 17.8 | $ 21.0 | $ 30.1 | $ 30.3 | $ 36.6 | $ 49.9 | |
EBITDA | $ 40.8 | $ 50.2 | $ 60.5 | $ 75.0 | $ 83.2 | $ 89.7 | $ 104.1 | |
EBITDA margin | 45.77% | 45.70% | 46.95% | 48.13% | 46.32% | 44.04% | 45.52% | |
EBITDA - CapEx | $ 14.3 | $ 16.2 | $ 13.3 | $ 13.5 | $ 12.3 | $ 8.0 | $ 23.5 | |
EBITDA - CapEx margin | 16.11% | 14.71% | 10.30% | 8.64% | 6.83% | 3.93% | 10.28% | |
MRR | $ 5.9 | $ 7.3 | $ 9.0 | $ 10.7 | $ 12.9 | $ 15.1 | $ 16.8 | |
y/y growth | 22.84% | 23.69% | 18.93% | 20.69% | 17.15% | 11.26% | ||
Subscriber data (in '000s): | ||||||||
Beginning of period | 216.6 | 259.6 | 318.0 | 378.7 | 446.5 | 511.5 | 585.6 | |
Installations | 59.7 | 75.2 | 82.6 | 98.5 | 105.6 | 113.5 | 105.6 | |
Disconnects, net | -16.8 | -16.7 | -22.0 | -30.7 | -40.6 | -39.5 | -47.9 | |
End of period | 259.6 | 318.0 | 378.7 | 446.5 | 511.5 | 585.6 | 643.3 | |
y/y growth | 19.61% | 22.53% | 19.06% | 17.92% | 14.56% | 14.47% | 9.86% | |
Net adds | 42.9 | 58.5 | 60.6 | 67.8 | 65.0 | 74.0 | 57.7 | |
Annualized disconnect rate | -7.06% | -5.79% | -6.32% | -7.44% | -8.48% | -7.19% | -7.80% | |
Y/Y change in installation | 17.12% | 25.90% | 9.89% | 19.24% | 7.19% | 7.44% | -6.95% | |
Y/Y change in disconnects | 12.14% | -0.57% | 31.62% | 39.44% | 32.28% | -2.82% | 21.39% | |
Y/Y change in net adds | 15.98% | 36.27% | 3.68% | 11.90% | -4.15% | 13.85% | -22.06% | |
Capex per installation | $ 442.12 | $ 453.05 | $ 571.81 | $ 624.33 | $ 671.47 | $ 719.63 | $ 763.26 | |
2000 | 2001 | 2002 | 2003 | 2004 | 2005 | 2006 | 2007 | |
Revenue | $ 238.1 | $ 257.6 | $ 282.4 | $ 310.4 | $ 345.6 | $ 392.1 | $ 439.0 | $ 484.4 |
y/y growth | 4.11% | 8.19% | 9.63% | 9.92% | 11.34% | 13.45% | 11.96% | 10.34% |
EBIT | $ 54.3 | $ 54.9 | $ 60.9 | $ 71.2 | $ 80.8 | $ 87.4 | $ 100.3 | $ 114.8 |
EBIT margin | 22.81% | 21.31% | 21.57% | 22.94% | 23.38% | 22.29% | 22.85% | 23.70% |
Capex | $ 74.5 | $ 81.3 | $ 86.9 | $ 98.0 | $ 117.6 | $ 144.6 | $ 157.8 | $ 177.8 |
D&A | $ 32.0 | $ 36.8 | $ 43.9 | $ 47.9 | $ 51.5 | $ 58.1 | $ 67.6 | $ 77.7 |
EBITDA | $ 86.3 | $ 91.7 | $ 104.8 | $ 119.1 | $ 132.3 | $ 145.5 | $ 167.9 | $ 192.5 |
EBITDA margin | 36.25% | 35.60% | 37.11% | 38.37% | 38.28% | 37.11% | 38.25% | 39.74% |
EBITDA - CapEx | $ 11.8 | $ 10.4 | $ 17.9 | $ 21.1 | $ 14.7 | $ 0.9 | $ 10.1 | $ 14.7 |
EBITDA - CapEx margin | 4.96% | 4.04% | 6.34% | 6.80% | 4.25% | 0.23% | 2.30% | 3.03% |
MRR | $ 18.0 | $ 19.2 | $ 21.1 | $ 23.3 | $ 26.1 | $ 29.1 | $ 33.1 | $ 37.2 |
y/y growth | 7.14% | 6.67% | 9.90% | 10.43% | 12.02% | 11.49% | 13.75% | 12.39% |
Subscriber data (in '000s): | ||||||||
Beginning of period | 643.3 | 675.3 | 713.5 | 766.7 | 833.5 | 921.4 | 1,018.8 | 1,124.9 |
Installations | 82.0 | 90.9 | 105.8 | 121.9 | 146.0 | 167.3 | 175.0 | 180.8 |
Disconnects, net | -50.0 | -52.7 | -52.6 | -55.1 | -58.1 | -69.9 | -68.9 | -81.8 |
End of period | 675.3 | 713.5 | 766.7 | 833.5 | 921.4 | 1,018.8 | 1,124.9 | 1,223.9 |
y/y growth | 4.97% | 5.66% | 7.46% | 8.71% | 10.55% | 10.57% | 10.41% | 8.80% |
Net adds | 32.0 | 38.2 | 53.2 | 66.8 | 87.9 | 97.4 | 106.1 | 99.0 |
Annualized disconnect rate | -7.58% | -7.59% | -7.11% | -6.89% | -6.62% | -7.21% | -6.43% | -6.97% |
Y/Y change in installation | -22.35% | 10.85% | 16.39% | 15.22% | 19.77% | 14.59% | 4.60% | 3.31% |
Y/Y change in disconnects | 4.38% | 5.40% | -0.19% | 4.75% | 5.44% | 20.31% | -1.43% | 18.72% |
Y/Y change in net adds | -44.54% | 19.38% | 39.27% | 25.56% | 31.59% | 10.81% | 8.93% | -6.69% |
Capex per installation | $ 908.54 | $ 894.39 | $ 821.36 | $ 803.94 | $ 805.48 | $ 864.32 | $ 901.71 | $ 983.41 |
Recent operating data with supplementary information:
Nine Months
2008
Ended September 30
2007
Q1
Q2
Q3
2007
2008
Revenue
$ 484.4
$ 127.8
$ 133.9
$ 135.4
$ 358.4
$ 397.1
y/y growth
Profit from recurring services
$ 169.0
$ 56.8
$ 60.2
$ 55.7
$ 152.4
$ 172.7
Margin
34.88%
44.44%
44.96%
41.14%
42.52%
43.49%
Investment in new subscribers
$ (95.9)
$ (24.8)
$ (24.7)
$ (23.5)
$ (67.9)
$ (73.0)
EBIT
$ 73.1
$ 32.0
$ 35.5
$ 32.2
$ 84.5
$ 99.7
EBIT margin
15.09%
25.04%
26.51%
23.78%
23.58%
25.11%
D&A
$ 77.7
$ 20.6
$ 21.8
$ 21.5
$ 57.4
$ 63.9
EBITDA (from recurring services)
$ 246.7
$ 77.4
$ 82.0
$ 77.2
$ 209.8
$ 236.6
Margin
50.92%
60.56%
61.24%
57.02%
58.54%
59.58%
Impairment charges from subscriber disconnects
$ 50.4
$ 11.9
$ 12.8
$ 16.7
$ 37.9
$ 41.4
Amortization of deferred revenue
$ (34.2)
$ (8.6)
$ (11.4)
$ (10.5)
$ (25.6)
$ (30.5)
Deferral of subscriber acquisition costs (1)
$ (23.8)
$ (6.3)
$ (5.8)
$ (5.8)
$ (18.0)
$ (17.9)
Deferral of revenue from new subscribers (1)
$ 47.4
$ 12.0
$ 11.6
$ 10.7
$ 35.8
$ 34.3
CapEx:
Security systems
$ (165.2)
$ (43.2)
$ (42.4)
$ (42.3)
$ (124.9)
$ (127.9)
Other
$ (12.6)
$ (2.6)
$ (1.9)
$ (2.9)
$ (10.3)
$ (7.4)
RMR
$ 37.2
$ 38.3
$ 39.3
$ 39.8
$ 36.3
$ 39.8
Subscriber data (in '000s):
Beginning of period
1,124.9
1,223.9
1,249.6
1,271.5
1,124.9
1,223.9
Installations
180.8
44.6
44.2
42.7
136.7
131.5
Disconnects, net
-81.8
-18.9
-22.3
-28.9
-61.4
-70.1
End of period
1,223.9
1,249.6
1,271.5
1,285.3
1,200.2
1,285.3
y/y growth
Net adds
99.0
25.7
21.9
13.8
75.3
61.4
Annualized disconnect rate
-6.96%
-6.11%
-7.07%
-9.04%
-7.03%
-7.42%
Average number of subscribers
1,176.1
1,236.4
1,261.4
1,279.1
1,163.8
1,259.0
(1) Current year receipts
‘Discretionary’ extent and leverage to new homebuilding:
Discretionary extent
From the various industry experts we have spoken with, the view we have received is that the industry is relatively recession resistant. Those industry experts contend that for an existing home owner, a security system is viewed only minimally as a dictionary item; rather, most homeowners view it much more as a utility. Certainly, we do not believe home security occupies the same status as electricity, gas, or water. Simultaneously, we do not believe it shares status with wholly discretionary items. With a monthly cost of ˜$31, most homeowners are likely to find alternative paths to cost savings than cutting off home security monitoring services. Additionally, given concerns of increasing crime rates that often accompany economic downturns, industry experts believe there some a counter cyclical effect to the impact an economic slowdown will have on disconnect rates.
Despite this issue’s fairly qualitative character, historical data largely supports the above view. From 2000-2003, CFL’s annualized disconnect rate averaged 7.29%. That compares very favorably to the company’s 15 year average from 1993-2007 of 7.10%. According to data compiled by industry insiders, in previous recessions annualized disconnect rates moved up 50-75 bps. However, current data shows disconnect rates moving up 100-200 bps in some regions. Cautiously, therefore, operators in the industry believe this recession is likely to see disconnect rates move up 75-150 bps nationwide. However, those same people believe that that CFL is likely to be on the lower end of that range due the discipline it exercises in its customer acquisition processes.
As the recent data shows, CFL’s disconnect rate moved up materially in Q308. In the consolidated Q308 10Q, CFL explained this was the result of three factors: 1) most significantly, disconnects were impacted by in increase in customer requested cancellations and customer moves to rented housing – the company believe this is related to the slowing economy; 2) increased cancellations of contacts at certain multi-family housing residences – the company explains these multi-family contracts were cancelled as apartment projects realized they no longer needed to offer amenities to lure residents[3]; 3) increased technical subscriber reconciliation adjustment – these relate to estimates the company had made in previous quarters of customers who disconnected and which the company anticipated would move into a new residences where they would reestablish their subscription. From our understanding, we believe the latter two factors are more one-time in nature. Normalized for those two factors, CFL’s disconnect rate for Q308 would have been 8.1%.
For the full year, CFL is currently projecting 2008 disconnect rate would be 7.5%-7.8%. Management has also guided to mid-single digit subscriber growth, revenue growth of ˜10%, and double-digit operating earnings growth. They stated that “looking forward to 2009, we expect to achieve continued growth in subscribers, revenue and operating profit.” The company recognizes the impact the economic slowdown, but stated repeatedly on the call that they haven’t seen a “sea-change” in the number of people choosing to disconnect for purely financial reasons.
Housing impact:
According to CFL “we believe that household moves, whether involving newly constructed housing stock or existing homes, drive more than 50% of our new customer volume in any given year.” For that reason, CFL’s top-line growth obviously benefits from robust new home construction. Mitigating that, however, is the fact more than 50% of disconnects are also the result of household moves. Historically, therefore, the company has benefited in times of reduced residential moves – while new installation growth slows, disconnect rates decline as well. Currently, the company believes it is reaping those benefits, although the amount of moves from homes to apartments is offsetting much of the benefit of people not moving homes. Management has indicated that assuming move outs to apartments subside, they should see benefits from across the board decline in household moves.
Model and Valuation:
The security monitoring industry benchmark for valuation is primarily Recurring Monthly Revenue (RMR). To account for differences in customer acquisition costs and disconnect rates, those numbers – based on recurring revenue operating margin assumptions – are usually translated into a Steady State Cash Flow (SSCF) model. The idea of a SSCF model is to arrive at the free cash flow a company could generate assuming it signed up new subscribers at the same rate as existing subscribers disconnected (instead of investing above and beyond the disconnect rate in new installations). The primary levers in the model are 1) attrition rate; 2) subscriber acquisition cost.
Actual | Based on | ||
2007 | 2008 | ||
Number of Subscribers (000's) | |||
Beginning | 1,124.9 | 1,223.9 | |
Installations - Internal | 144.6 | 78.3 | |
Installations - Dealer | 36.2 | 19.6 | |
Installations - Total | 180.8 | 97.9 | |
Disconnects | (81.8) | (97.9) | |
Ending | 1,223.9 | 1,223.9 | |
Average number of subscribers (calculated) | 1,174.4 | 1,223.9 | |
Net Adds | 99.0 | 0.0 | |
Subscriber Metrics | |||
Attrition Rate | -6.7% | -8.0% | |
Net RMR Growth Rate | 8.8% | 0.0% | |
% Change in Installations | 3.3% | -45.8% | |
Percentage of Installations done by Dealers | 20.0% | 20.0% | |
% of Installations - (Total) to Replace Disconnects | 45.2% | 100.0% | |
% of Installations - (Internal) to Replace Disconnects | 56.6% | 125.0% | |
ARPU | |||
ARPU ($) - "Given" | $ 30.39 | $ 31.30 | |
ARPU ($) - "Calculated" Below | 30.39 | 31.30 | |
RMR ($000's) | |||
Beginning | $ 33,095 | $ 37,194 | |
Installations - Internal | 4,294 | 2,416 | |
Installations - Dealer | 1,073 | 604 | |
Installations - Total | 5,367 | 3,020 | |
Disconnects | (2,407) | (3,020) | |
RMR due to fee increases | 1,139 | 1,116 | |
Ending | $ 37,194 | $ 38,310 | |
Reconcile to: 10K Ending RMR | 37,200 | NA | |
Average RMR | 35,144 | 37,752 | |
RMR Metrics | |||
Attrition Rate | -6.8% | -8.0% | |
Net RMR Growth Rate | 12.4% | 3.0% | |
% Change in Installations | 6.4% | -43.7% | |
% of Installations - (Total) to Replace Disconnects | 45% | 100% | |
% of Installations - (Internal) to Replace Disconnects | 56% | 125% | |
Operating Assumptions: | |||
Billable Service Percentage | 5% | 5% | |
Net Margin on Recurring & Service | 62% | 63% | |
Installation Fee (internal) | $ 371.00 | $ 382.13 | |
Gross RMR Creation Multiple - Internal | 30.6x | 31.0x | |
G&A Load on Creation Multiple - Internal | 7.0x | 7.0x | |
Dealer RMR Burdened Acquisition Multiple | 38.1x | 38.0x | |
Net investment per installation - excluding G&A (internal) | $ (908.38) | $ (956.22) | |
G&A contribution to net investment per installation (internal) | $ (166.24) | $ (172.74) | |
Net investment per installation - Internal | $ (1,074.62) | $ (1,128.96) | |
Net investment per installation - Dealer | $ (1,131.02) | $ (1,172.14) | |
Weighted average net investment per installation - total (exlcuding G&A) | $ (952.91) | $ (999.41) | |
Weighted average net investment per installation - total (including G&A) | $ (1,085.90) | $ (1,137.59) | |
INCOME STATEMENT BY ACTIVITY & BEFORE DEFERRAL AND CAPITALIZATION ACCOUNTING | |||
Monitoring & Service Activity | |||
Revenue derived from RMR | $ 421,733 | $ 453,027 | |
Billable Service Revenue | 22,200 | 23,847 | |
Recurring & Service Revenue | $ 443,933 | $ 476,874 | |
Costs | 145,163 | 152,596 | |
Net Cash Contribution | $ 276,570 | $ 300,431 | |
Sales & Installation Activity | |||
Revenue | $ 53,661 | $ 29,932 | |
Costs | (185,049) | (104,833) | |
Gross Cash Contribution | $ (131,388) | $ (74,900) | |
Less: Allocated G&A Expense | (30,056) | (16,913) | |
Net Cash Contribution | $ (161,444) | $ (91,813) | |
Net RMR Creation Multiple | 37.6x | 38.0x | |
Net operating cash flow (NOCF) | |||
NOCF Pre Dealer RMR Acquisition Costs (includes G&A) | $ 115,127 | $ 208,617 | |
Less: Estimated Dealer Account Purchase Costs | (40,898) | (22,953) | |
NOCF | $ 74,229 | $ 185,664 | |
Steady-State Cash Flow | |||
Net Cash Contribution from Sales & Installation | $ (161,444) | $ (91,813) | |
Multipled by: RMR Added Internal to Replace Disconnects | 56% | 125% | |
Cost to Replace Disconnects | (90,487) | (114,767) | |
Plus: Net Contribution from Monitoring & Service | 276,570 | 300,431 | |
Steady-State Cash Flow | $ 186,084 | $ 185,664 | |
Current Valuation (excluding $125mm rebranding liability) | |||
EV as amultiple of SSCF | 3.6x | 3.7x | |
EV as a mutliple of EOP RMR | 18.2x | 17.7x | |
Current Valuation (including $125mm rebranding liability) | |||
EV as amultiple of SSCF | 4.3x | 4.3x | |
EV as a mutliple of EOP RMR | 21.6x | 21.0x |
Below is a sensitivity table for the company’s RMR and SSCF valuation based on a range of attrition rates – as the sensitivity table shows, even at attrition levels substantially higher than anything the company has previously experienced, CFL equity is currently trading at implied cash flow yields of at least 16% and at huge discounts to valuation multiples for precedent industry transactions.
Excluding $125mm rebranding liability | |||||||
Attrition | |||||||
Rate | 2008 | 2009 | 2010 | 2011 | 2012 | 2013 | |
8.00% | EV as multiple of SSCF | 3.651x | 3.578x | 3.473x | 3.372x | 3.274x | 3.179x |
EV as multiple of EOP RMR | 17.695x | 17.180x | 16.679x | 16.194x | 15.722x | 15.264x | |
9.00% | EV as multiple of SSCF | 3.957x | 3.885x | 3.772x | 3.662x | 3.555x | 3.452x |
EV as multiple of EOP RMR | 17.695x | 17.180x | 16.679x | 16.194x | 15.722x | 15.264x | |
10.00% | EV as multiple of SSCF | 4.319x | 4.250x | 4.126x | 4.006x | 3.890x | 3.776x |
EV as multiple of EOP RMR | 17.695x | 17.180x | 16.679x | 16.194x | 15.722x | 15.264x | |
11.00% | EV as multiple of SSCF | 4.753x | 4.691x | 4.555x | 4.422x | 4.293x | 4.168x |
EV as multiple of EOP RMR | 17.695x | 17.180x | 16.679x | 16.194x | 15.722x | 15.264x | |
12.00% | EV as multiple of SSCF | 5.285x | 5.234x | 5.082x | 4.934x | 4.790x | 4.651x |
EV as multiple of EOP RMR | 17.695x | 17.180x | 16.679x | 16.194x | 15.722x | 15.264x | |
Including $125mm rebranding liability | |||||||
Attrition | |||||||
Rate | 2008 | 2009 | 2010 | 2011 | 2012 | 2013 | |
8.00% | EV as multiple of SSCF | 4.325x | 4.237x | 4.114x | 3.994x | 3.878x | 3.765x |
EV as multiple of EOP RMR | 20.958x | 20.348x | 19.755x | 19.180x | 18.621x | 18.079x | |
9.00% | EV as multiple of SSCF | 4.687x | 4.601x | 4.467x | 4.337x | 4.211x | 4.088x |
EV as multiple of EOP RMR | 20.958x | 20.348x | 19.755x | 19.180x | 18.621x | 18.079x | |
10.00% | EV as multiple of SSCF | 5.115x | 5.034x | 4.887x | 4.745x | 4.607x | 4.473x |
EV as multiple of EOP RMR | 20.958x | 20.348x | 19.755x | 19.180x | 18.621x | 18.079x | |
11.00% | EV as multiple of SSCF | 5.629x | 5.556x | 5.394x | 5.237x | 5.085x | 4.937x |
EV as multiple of EOP RMR | 20.958x | 20.348x | 19.755x | 19.180x | 18.621x | 18.079x | |
12.00% | EV as multiple of SSCF | 6.259x | 6.200x | 6.019x | 5.844x | 5.674x | 5.508x |
EV as multiple of EOP RMR | 20.958x | 20.348x | 19.755x | 19.180x | 18.621x | 18.079x |
Lastly, it is also possible to look at CFL through a ‘run-off model’ in which we assume that the company makes no further investment in new subscribers, but simply manages its existing customer base. Even assuming rather draconian attrition rates for a number of years out (until the entire customer base has exited), our models indicate that CFL would generate well in excess of $1bn in FCF on a discounted basis over that time. We have discussed both our SSCF as well as run-off models and their assumptions with CFL management. They acknowledged that they have run similar models with similar assumptions, and their conclusions are a large part of why they have been aggressive buyers of the stock at current levels.
Acquisition and recapitalization candidate:
We believe CFL is an extremely attractive acquisition candidate for either a strategic or financial buyer.
Presented below is a table of recent acquisitions. The average RMR multiple for the acquisitions is 47.6x; the average SSCF multiple is 12.7x. Not included in the comp table is the March acquisition of leading European operator Securitas Direct. Securitas Direct was purchased for 50x RMR, 14.3x SSCF, and 11x EBITDA.
Sonitrol
ASG to
Voxcom
IASG to
Data
Brinks
to Stanley
Parthenon
to UE
P1
Date
2007
Q208
Q407
Q207
Q207
RMR ($ 000s)
37,194
5,364
2,800
3,200
4,400
OPERATING METRICS:
Gross RMR Attrition Rate ("Net" for Brinks)
6.7%
9.5%
12.0%
15.4%
14.0%
Net Internal Growth Rate
8.8%
4.6%
6.5%
10.4%
0.0%
Billable Service Revenue %
5.3%
8.5%
15.9%
5.0%
5.0%
Net Margin RMR & Service
62.3%
56.4%
56.4%
63.8%
50.0%
Net RMR Creation Multiple
37.6x
28.8x
31.0x
30.2x
33.7x
Steady-State NOCF
186,084
24,738
11,514
10,842
6,961
Steady-State NOCF Adjusted to Brinks RMR
186,084
171,533
152,943
10,842
58,841
PURCHASE PRICE:
Multiple of RMR
51.3x
50.0x
57.0x
33.0x
Multiple of SSNOCF
11.1x
12.2x
16.6x
20.9x
TYPE OF BUYER:
Consolidator in Industry
X
X
X
Financial
X
Strategic
HSM to
Guardian
Coastal to
Adelphia to
CSG to
Honeywell
Data
Stanley
to Devcon
Devcon
Devcon
GHP
to GTCR
Date
Q107
Q106
Q405
Q105
Q105
Q204
RMR ($ 000s)
9,100
1,500
1,300
1,100
1,600
8,365
OPERATING METRICS:
Gross RMR Attrition Rate ("Net" for Brinks)
11.0%
12.0%
11.0%
14.0%
10.0%
13.2%
Net Internal Growth Rate
4.0%
5.0%
5.0%
0.0%
10.0%
-4.3%
Billable Service Revenue %
14.0%
13.0%
8.0%
5.0%
3.0%
14.6%
Net Margin RMR & Service
53.0%
57.0%
55.0%
55.0%
67.0%
49.2%
Net RMR Creation Multiple
20.0x
18.0x
30.0x
32.0x
28.0x
17.2x
Steady-State NOCF
45,959
8,354
4,976
2,695
8,770
37,606
Steady-State NOCF Adjusted to Brinks RMR
187,846
207,143
142,380
91,126
203,870
167,210
PURCHASE PRICE:
Multiple of RMR
60.0x
45.0x
40.0x
38.0x
62.5x
39.0x
Multiple of SSNOCF
11.9x
8.1x
10.5x
15.5x
11.4x
8.7x
TYPE OF BUYER:
Consolidator in Industry
X
X
Financial
X
X
Strategic
X
X
Based on the average 47.6x RMR multiple, CFL’s fair value is $39.85-$42.58 per share (based on RMR as of 9/30/08); based on the 12.7x SSCF multiple, CFL fair value is $52.30-$55.04 per share (based on 2008E SSCF).[4] Again, given the premium nature of CFL’s franchise and business model, we believe – in a normal environment – that it would deserve a premium to the precedent transactions (of course, in the present environment, multiples for the group are likely down).
Possible strategic buyers include its four main domestic competitors, as well as European based Securitas Direct. The advantage of a strategic acquisition is that it will enable CFL to avoid having to undergo its rebranding campaign [see later in report]. Without question, the current EV/subscriber figure for CFL of $527.63 is substantially below the RMR creation multiple for any security monitoring company in the
We believe as well that financial buyers are likely looking closely at CFL. The industry experts we spoke to stated plainly that CFL is wildly undervalued and that they have no question private equity firms such as KKR, Blackstone, GTCR, Quadrangle Group, and other are looking closely at a possible deal. Of course, financing remains extraordinary tough in this environment. However, two elements of CFL’s story give us confidence that it could attract debt financing: 1) by those lenders who work regular with security monitoring companies and understand the industry, the business model is viewed as very defensive; 2) CFL’s current capital structure is excessively underleveraged (i.e. there is no leverage). Accordingly, we believe a financial buyer could purchase the company with a minimal equity investment. According to a leading industry investment banker, market leverage multiples on an RMR basis are typically at the level of RMR creation multiple – i.e. north of mid-20x RMR. On an enterprise value basis, CFL currently trades at 16.5x RMR. As industry banker put it “you could borrow against CFL’s subscriber base for less than the company is currently trading.” We have heard that even in this environment traditional lenders to the security monitoring industry such as LaSalle Bank (now part of Bank of America), CapitalSource, and others are lending at 20x+ RMR. Additionally, the banker we spoke to is currently shopping three deals at 40x-50x RMR.[5]
Given the amount of leverage the company could handle, we believe the possibility exists of CFL choosing to recapitalize the company and use the proceeds to buy-back a large amount of stock and/or pay a special dividend (we realize this is likely unrealistic for the time being and on its recent conference call, CFL management said it does not believe the time is prudent to pursue such a course, with which we agree - however we do believe this is an opportunity down the line). For a public company, a debt load of 10x-14x RMR would be entirely reasonable. Assuming a recapitalization at those multiples, CFL could pay a special dividend of $8.70-$12.17 per share. Protection One, the only other publicly traded pure play security monitoring company, currently trades at 25.0x RMR. It is leveraged on a net-debt/RMR basis of 18.0x RMR. Everyone in the industry recognizes that CFL’s operations are vastly superior to those of PONE. In Q308, PONE peeked out an operating margin of .98% and showed a 12.70% annualized disconnect rate.[6]
Insider options and insider ownership:
The data below highlights two important elements of the CFL story: 1) Insiders are well incentivized to see the stock at meaningfully higher levels – the CEO has zero options currently in the money, and the CFO has only a very small amount which are negligibly in the money. 2) Insiders – especially the CEO and CFO – seem to be keenly aware of how undervalued the stock currently is; in past few weeks, both officers, as well as other executives, have made material purchases of the company stock.
CEO and CFO options holdings:
Vest
Expiration
Strike
Name
Position
Date
Date
Options
Price
Robert Allent
CEO
7/13/2007
7/13/2012
26,010
$ 24.72
Robert Allent
CEO
7/13/2008
7/13/2012
26,010
$ 24.72
Robert Allent
CEO
7/13/2009
7/13/2012
26,009
$ 24.72
Robert Allent
CEO
7/12/2008
7/12/2013
26,010
$ 28.59
Robert Allent
CEO
7/12/2009
7/12/2013
26,010
$ 28.59
Robert Allent
CEO
7/12/2010
7/12/2013
26,009
$ 28.59
Robert Allent
CEO
7/10/2009
7/10/2014
26,010
$ 28.78
Robert Allent
CEO
7/10/2010
7/10/2014
26,010
$ 28.78
Robert Allent
CEO
7/10/2011
7/10/2014
26,009
$ 28.78
Total/average
234,087
$ 27.36
Stephen Yevich
CFO
7/8/2005
7/8/2010
7,432
$ 14.66
Stephen Yevich
CFO
7/8/2006
7/8/2010
7,431
$ 14.66
Stephen Yevich
CFO
7/8/2007
7/8/2010
7,431
$ 14.66
Stephen Yevich
CFO
7/1/7706
7/7/2011
7,432
$ 16.06
Stephen Yevich
CFO
7/7/2007
7/7/2011
7,431
$ 16.06
Stephen Yevich
CFO
7/7/2008
7/7/2011
7,431
$ 16.06
Stephen Yevich
CFO
7/13/2007
7/13/2012
7,432
$ 24.72
Stephen Yevich
CFO
7/13/2008
7/13/2012
7,431
$ 24.72
Stephen Yevich
CFO
7/13/2009
7/13/2012
7,431
$ 24.72
Stephen Yevich
CFO
7/12/2008
7/12/2013
7,432
$ 28.59
Stephen Yevich
CFO
7/12/2009
7/12/2013
7,431
$ 28.59
Stephen Yevich
CFO
7/12/2010
7/12/2013
7,431
$ 28.59
Stephen Yevich
CFO
7/10/2009
7/10/2014
7,432
$ 28.78
Stephen Yevich
CFO
7/10/2010
7/10/2014
7,431
$ 28.78
Stephen Yevich
CFO
7/10/2011
7/10/2014
7,431
$ 28.78
Total/average
111,470
$ 22.56
Recent insider purchases:
Cumulative
Cumulative
Shares
Name
Position
Date
Shares
Price
Cost
Owned
Robert Allent
CEO
11/4/2008
31
$ 19.90
$ 616.75
15,031
Robert Allent
CEO
11/5/2008
700
$ 17.94
$ 12,558.00
15,731
Robert Allent
CEO
11/5/2008
600
$ 17.96
$ 10,776.00
16,331
Robert Allent
CEO
11/5/2008
3,100
$ 17.97
$ 55,707.00
19,431
Robert Allent
CEO
11/5/2008
100
$ 17.98
$ 1,798.00
19,531
Robert Allent
CEO
11/5/2008
200
$ 17.99
$ 3,598.00
19,731
Robert Allent
CEO
11/5/2008
2,800
$ 18.00
$ 50,400.00
22,531
Robert Allent
CEO
11/12/2008
403
$ 14.87
$ 5,992.61
22,934
Robert Allent
CEO
11/12/2008
800
$ 14.88
$ 11,904.00
23,734
Robert Allent
CEO
11/12/2008
100
$ 14.89
$ 1,489.00
23,834
Robert Allent
CEO
11/12/2008
400
$ 14.90
$ 5,958.00
24,234
Robert Allent
CEO
11/12/2008
2,597
$ 14.90
$ 38,695.30
26,831
Robert Allent
CEO
11/12/2008
100
$ 14.90
$ 1,490.25
26,931
Robert Allent
CEO
11/12/2008
300
$ 14.91
$ 4,471.50
27,231
Robert Allent
CEO
11/12/2008
300
$ 14.91
$ 4,473.00
27,531
Robert Allent
CEO
11/14/2008
100
$ 15.61
$ 1,560.96
27,631
Robert Allent
CEO
11/14/2008
1,300
$ 15.61
$ 20,292.87
28,931
Robert Allent
CEO
11/14/2008
1,100
$ 15.61
$ 17,171.00
30,031
Robert Allent
CEO
11/14/2008
1,100
$ 15.61
$ 17,171.00
31,131
Robert Allent
CEO
11/14/2008
1,400
$ 15.65
$ 21,910.00
32,531
Robert Allent
CEO
11/17/2008
300
$ 16.38
$ 4,914.00
32,831
Robert Allent
CEO
11/17/2008
1,900
$ 16.40
$ 31,160.00
34,731
Robert Allent
CEO
11/17/2008
2,300
$ 16.48
$ 37,904.00
37,031
Total/average
22,031
$ 16.43
$ 362,011.24
Stephen Yevich
CFO
11/6/2008
100
$ 17.27
$ 1,727.00
7717
Stephen Yevich
CFO
11/6/2008
600
$ 17.28
$ 10,368.00
8,317
Stephen Yevich
CFO
11/6/2008
1,100
$ 17.29
$ 19,019.00
9,417
Stephen Yevich
CFO
11/6/2008
100
$ 17.33
$ 1,733.00
9,517
Stephen Yevich
CFO
11/6/2008
100
$ 17.34
$ 1,734.00
9,617
Stephen Yevich
CFO
11/7/2008
3,000
$ 16.80
$ 50,400.00
12,617
Stephen Yevich
CFO
11/12/2008
300
$ 14.46
$ 4,339.32
12,917
Stephen Yevich
CFO
11/12/2008
100
$ 14.48
$ 1,448.00
13,017
Stephen Yevich
CFO
11/12/2008
4,600
$ 14.50
$ 66,700.00
17,617
Total/average
10,000
$ 15.75
$ 157,468.32
Shgawn Lucht
Sr. VP
11/6/2008
100
$ 17.02
$ 1,702.00
513
Shgawn Lucht
Sr. VP
11/6/2008
1,243
$ 17.04
$ 21,180.72
1,756
Shawn Lucht
Sr. VP
11/6/2008
157
$ 17.07
$ 2,679.99
1,913
Stacey Rapier
Sr. VP
11/6/2008
1,000
$ 17.00
$ 17,000.00
1000
Robert Trotter
Sr. VP
11/11/2008
1900
15.105
$ 28,699.50
1900
Robert Trotter
Sr. VP
11/11/2008
390
15.12
$ 5,896.80
2,290
Robert Trotter
Sr. VP
11/11/2008
110
15.15
$ 1,666.50
2,400
Total/average
36,821
$ 16.20
$ 596,638.57
50,461
Rebranding:
Since CFL’s founding as a subsidiary of BCO, the company has used the Brink’s name in its operations. Per this agreement, CFL was charged a royalty by BCO since 2000. The royalty was equal to 7% of gross
Period
Royalty
2005
$ 27.0
2006
$ 30.1
2007
$ 33.2
First 6 months of 2008
$ 17.8
According to the spin-off agreement, effective upon the date of the spin-off, CFL will have the right to use the Brink’s name for three years, during which time the royalty will be reduced to 1.25% of gross US and foreign revenues. After those three years, the company will no longer have the right to use the Brink’s name.
Resultantly, CFL plans to initiate a rebranding campaign. In the spin-off document, the company states that they “expect to incur significant new costs associated with establishing and marketing our new brand, and we anticipate that these costs will be in excess of the reduced licensing fees during this period.” According to our calculations, the aggregate reduction in licensing fees over the three years is likely to be ˜$90mm. In the management presentation associated with the spin-off, the company estimated that the cost of the rebranding campaign would be $100mm-$150mm over the 24-36 month period from the introduction of the new brand. As a note, the company has explained that the $50mm in cash BCO contributed to CFL at the spin-off was in part to help with the costs of rebranding.
So far, CFL has presented no concrete plans for the rebranding campaigns. They have only revealed that they engaged Landor Associates in September 2008 to help create a comprehensive brand strategy, and that they anticipate introduction of the new brand in mid-2009.
We see the risks attached to rebranding – both from a franchise risk perspective as well as the possible financial impact – as the largest risk/uncertainty surrounding CFL. The industry experts we have spoken with believe the same. While the industry view seems to be that CFL should prove successful in rebranding itself, this is mere speculation supported by widely held positive views of the company and management.
Additionally, it is probably appropriate to apply a “rebranding liability” to a valuation of the company. Unless CFL is purchased by a strategic buyer, it will have to spend a meaningful amount of money to support the rebranding initiative. Assuming we apply a rebranding liability of $125mm, CFL is currently trading at 20.2x RMR – still a massive discount to precedent transactions.
Risks:
1) Attrition rate far in excess of historical recession levels
2) Lack of discipline in customer acquisition standards
3) Generally poor capital allocation decisions
4) Mishandling of rebranding operation
Catalysts:
1) Spin-off forced selling ebbs
2) Investment community begins to understand true economics of the business (general realization of value)
3) Results demonstrate defensiveness of business
4) Strategic or financial buyer
[1] In its spin-off document, the company sates: “[F]or the last several years, our average up-front cash investment per installation, including amounts expensed and capitalized, has ranged between $1,250 and $1,450. This amount does not take into account customer down payments, which generally range between $280 and $340 per site. Including these payments, our net cash cost per new installation in 2007 was ˜$1,100. Net cash cost per installation does not vary significantly between company-sourced and dealer-sourced subscribers.”
[2] In its spin-off document, CFL states plainly that “In order to obtain customer who are less likely to disconnect, we seek to attract customers with solid credit scores and the willingness to pay reasonable up front-fees.”
[3] On the Q308 conference call, CFL management explained: “Right now, demand for apartments is very high. When demand is high for apartments and occupancy rates are high, a lot of properties don’t feel the need to have to offer extras because they don’t need to have much differentiation in the market. When apartments have high vacancy rates, we’ve been able to sell in and use our services as an amenity.” The company went on to explain that in Q308 “a big lump” of multi-family contracts rolled off and chose to disconnect. Management added that the company has ˜22,000 multi-family customers who will be up for renewal over the next four or five years. The company expects that some will choose to disconnect and some will choose to stay, but it is currently difficult to project the impact. 22,000 customers represents 1.75% of CFL’s customer base as of 9/30/08. Importantly, CFL has previously stated that it no actively pursues installation growth in this market segment.
[4] The range of values is based on (low end) including the $125mm rebranding liability and (high end) excluding the $125mm rebranding liability.
[5] Currently, the banker is bringing three deals to market. 1) Virtually no debt – high-40x RMR; 2) 5x-10x RMR debt – mid-40x RMR; 3) 24x RMR debt – low-40x RMR.
[6] For first nine months of 2008, PONE generated an operating margin of 2.11% and an annualized disconnect rate of 11.80%. For the same period in 2007, PONE generated an operating margin of 5.08% and an annualized disconnect rate of 10.80%.
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