I recently sold my ownership in Baoye and ended the 4-year partnership with the business. I registered a 5% loss, but the real economic loss is much higher after accounting for the opportunity cost of having the capital tied up in an unproductive venue.

This experience changed my view on what constitutes a truly conservative investment. I used to consider securities, such as Baoye, trading below its net asset value as a conservative investment. However, for such an investment to be profitable, the discount to intrinsic value needs to narrow over a reasonable time period. Unless there are clear paths such as activist involvement to value realisation, time may not be your friend in these situations. On the other hand, time is the friend of a great business that can grow its intrinsic value. Mr Market may at any point misprice a great business, but the market value will generally grow alongside intrinsic value. Hence a truly conservative investment is a great business selling at cheap to fair valuation. The lesson is not about avoiding average businesses with dirt-cheap valuations; instead, it is about a better calibration of the relative attractiveness of investment opportunities.

Phil Fisher believed that there are only three reasons to sell the ownership of businesses: 1) “a mistake has been made with the original purchase”, 2) the company’s business quality starts to deteriorate with the passage of time, and 3) a more attractive investment opportunity that is more deserving of the capital. In this case, Baoye was sold because of the first reason as I committed a mistake in my original investment analysis. The most unfortunate part is that it took me four years to recognise and correct this mistake. I promise to learn faster next time!

As a reminder, Baoye Group is a Chinese company that is vertically integrated with construction, residential real estate development and building materials. We became a partner in the business because Baoye offered 1) very attractive valuation, 2) good and well-aligned management team, and 3) potential growth prospect from prefabricated buildings. My biggest analytical mistake was with Baoye‘s growth prospects. I believed that prefabricated buildings would drive growth at Baoye’s building material business. While Baoye did build numerous prefabrication factories, they only contributed 2% to operating profit. Most of the business’s profit is still in residential development.

This is evidenced in the capital allocation decision as well. Over the last four years, management allocated capital in the following manner:

  1. ~RMB 5.7bn in land purchases for residential property development
  2. ~RMB 1bn in capex (mostly for building housing industrialisation related factories)
  3. ~RMB 0.2bn in share buybacks

The vast majority of capital was recycled in residential development. On its balance sheet, Baoye has a book value of RMB 8.7bn as of June 2019. It carries a cost value of ~RMB 9bn land and properties for residential development. While the founder of Baoye, Mr Peng, has been talking about the revolution in construction through prefabrication for many years now, he has not allocated capital according to his vision. Without growth from the prefabricated construction business, Baoye is just a regional residential property developer in China with undifferentiated product offering in an increasingly consolidated sector. I do believe that housing industrialisation will one day revolutionise the construction sector, but I am not sure Baoye will be the main beneficiary of it.

I have misjudged the management team’s desire to profit from the cheap market valuation as it is trading at 0.3x P/B with 50% of its market capitalisation in net cash. Given Hong Kong Stock Exchange’s listing rules, the company is only allowed to buy back 1-2% of total share base each year. So, sizable share buyback is impossible. There is a lot of social status attached with owning a listed company in China that I suspect Baoye management enjoys. I believe they are fully capable of taking advantage of the cheap valuation. But they chose not to because they have other capital allocation priorities.

TC comments

I haven’t sold and have learned at least a few things.

As your partner blogger, I reject the “great biz at fair” vs “fair biz at cheap” argument. This seems only correct in hindsight. As you say, the lesson is not to never do fair biz at cheap, it’s the calibration of correctly trading off these two that needs to be good.

I still believe this is a very “fair” (neither great nor bad, but high conviction of being “average”) business at a *very*  cheap valuation (high conviction of cheapness). So in terms of this calibration it seems fine to me. Rather, if this was a stock listed on US (it isn’t & not saying this is somehow “unfair”), this might have worked in the same ’16-’19 time-frame.

Maybe the already large management ownership together with the steady share buyback is working against minority shareholders, as the stock becomes more illiquid and the market starts discounting a future where a squeeze-out becomes a possibility. A calibration takeaway here might be to prefer management owning 20-40% versus more than 50% from the thesis outset.

Another calibration for me is to lighten up on a similar company when management *that already has high ownership percentage* stops the dividend. If I recall correctly, we could have trimmed our positions at roughly the same price when this happened years ago. In hindsight, the reasoning management gave “housing industrialisation capex” was only a half-truth, as the company still has plenty of cash. The company has only done buybacks since.

Another interesting thing is that we learned (or indeed both have the illusion of having learned) different things.

Maybe it is not as important to the thesis, but the following is an insight for which I have the highest conviction that it is actually a correct insight from this situation:

A few years ago, I became a dogmatic believer in tax-efficient buybacks, always preferring buybacks to dividends because of taxes. Indeed, from a theoretical point of view, when keeping future stock “% discount to NAV” valuations *constant* to the current % NAV discount, buybacks are exactly as accretive as dividends (only difference is taxes).

However, as I outlined above, in situations were minorities might get nervous because liquidity decreases disproportionally (buying 1% of outstanding if float is 30% outstanding is 3% of float, vs buying 1% of 99% of outstanding only 1%) and a squeeze out is getting discounted, this is where practice starts disagreeing with my theory. In other words, % discount to NAV does not remain constant (i.e. “value + return of capital in bb/divi is its own catalyst” argument) but widens. I believe the devil’s advocate argument here is to say that 1 pp buybacks of a very small float should also have a very big boosting effect to the share price when they are carried out.

That is a long-winded way of the hindsight gut feeling “bird in the hand is worth two in the bush” that really teached me the virtue of a dividend. Tax efficiency is NOT the only difference with buybacks in practice.

My last take-away is that I am reinforcing my belief that countries with stock markets that are going sideways or down do *not* tend to become more efficient in the cross-section. In other words, in a rising Chinese stock market, this stock might have gotten discovered by more sophisticated international stock pickers. Instead we got increasing international scepticism vs China / HK, even from the “low base” when we invested in 2016.

A thought I wrestle with: is this truly a safe stock because of its large cash position? Or does it tank when the global economy sinks, as geopolitics typically becomes more muddy (or at least the perception) and international investors lose faith in (1) enforcing property rights in the future (2) values denominated in a currency that has capital controls etc. This is what I will call “cyclicality thru geopolitics”. Is Baoye similar to owning a cash-rich “safe” net net in Georgia or Taiwan (with invasion of neighboring country becoming more probable to please populace when the economy sinks)? That would make its fundamental *conditional* beta higher in black swan situations higher than we might think (i.e. low beta until things really go awry). But yes, I am probably overthinking this, and maybe this is already under-owned by the international investor community.