INNOVATIONS FOR A VOLATILE MARKET

Arbor Capital Management, Inc.

Special Situations Portfolio

ENHANCING RETURNS WITH
RISK-REDUCING INVESTING


What are “special situations”?

Arbor Capital Management tries to exploit price discrepancies to obtain gains that greatly exceed return of the major indexes. In nearly all cases, we invest in situtations where the final return is already known. For example, a company that trades for $50 may announce that it intends to liquidate its assets for $55 per share. Buying the shares for $50 ensures a locked-in $5 profit. In another example, a stock may sell for $50 per share though the company may hold $55 per share in stock in other companies. A third opportunity arises when a company offers, say, $55 per share to buy another company, but the target company trades for just $50. In all three cases, an astute investor can lock in a short-term $5 gain, or 10%, by exploiting the price discrepancies. This technique is commonly referred to as “arbitrage.”

The advantage of arbitrage comes from rolling over gains. Investors who can earn 10% on an investment over three months could earn 46% on their money if they can duplicate the returns over a full-year. We believe that by compiling a series of small, short-term gains, it’s possible to greatly outperform the general market.

Legendary value investor Benjamin Graham mastered special situation investing during his 30 years managing money and obtained a 20% annual return doing so. His best student, billionaire Warren Buffett, has exploited price discrepancies hundreds of times since the 1950s to enhance returns in good markets and to maintain positive returns in weaker markets.

Today, these techniques are practiced almost exclusively by hedge funds that resort to exotic strategies—futures, options, and other derivatives—to try to capitalize on expected movements in stock, bond, and currency markets. Arbor Capital Management is one of the few advisors practicing the conservative, yet successful arbitrage tactics of Graham and Buffett.


Goals of the Account

When applied prudently and conservatively, the use of arbitrage has shown to be an effective way to enhance returns while reducing overall portfolio risk. Arbor Capital Management believes that arbitrage can add several percentage points of yearly gains to accounts. When compounded over time, arbitrage can make a significant difference in the value of an account.

We try to exploit price discrepancies that offer annualized returns in excess of 30%. For example, let’s say Company X offers to purchase Company Y for $20 per share in cash. Company Y’s stock trades for $18. Let’s further assume the deal will close in three months. Our potential arbitrage profit is 11% (a $2 profit on an $18 investment). The annualized return is an attractive 52%.

Risk reduction is paramount in our arbitrage accounts. Each investment selected must offer a high annualized return, yet bear a minimum chance of loss. Since the beginning of 1998, the average U.S. stock has fallen in price, despite the much publicized performance of major indexes. As such, an individual has had more than a 50% chance of losing money on new stock purchases. Over the same time, it was possible to post annual returns in excess of 30% exploiting short-term price discrepancies. Investors who have used arbitrage over this period have been able to greatly increase their probabilities of gains and partly insulate their portfolios from the effects of market volatility.


How Money is Managed

Special situation investing takes many forms, from highly speculative derivatives spreads to simple “workouts.” Our research has shown that the most profitable form of price arbitrage involves buying stocks of companies involved in mergers. In the preponderance of cases, we will take positions in the target company after a merger has been announced in order to capture the “spread” between the market price of the target and the deal price. We typically hold the target’s stock until the deal closes.

We continually monitor the progress of nearly every merger announced in the U.S. looking for price discrepancies that offer a high risk-adjusted return. When an opportunity presents itself, we will buy aggressively. Sell points are established at the time of purchase. A typical position is held less than 90 days.

To manage risk, we strive to diversify portfolios across several mergers. In addition, we utilize internally developed models to assess risk so as to minimize the chances of loss. We are willing to pass up 99 deals until we find the 1 deal that fits our parameters. Arbor Capital Management also relies on its contacts in the industry — including other arbitrage specialists and investment bankers — to help assess new investment ideas.

    The majority of special situation positions taken involve mergers and share four common characteristics:

  • We focus on target companies.
  • We mostly invest in cash mergers, not stock-for-stock transactions.
  • We prefer agreed-upon deals. Rarely do we risk money on rumored buyouts or hostile offers.
  • We seek deals offering sufficient liquidity.


Examples

Arbor Capital takes positions in arbitrage situations when the opportunities for short-term gains greatly exceed the risk. On any given day in the U.S., upwards of 20 mergers are announced, some of which eventually offer a high arbitrage return. As examples:

  • Throughout early 1999, Associated Group traded below $40 despite the fact that the company held nearly $70 per share in stock in other companies. Arbor Capital took a substantial stake in Associated Group, which ultimately rose $30 before merging with AT&T and Liberty Media.
  • On several occasions in 1999, an investor in Frontier had the opportunity to attain triple-digit annualized returns playing the price discrepancies that developed during the merger with Global Crossing.
  • In June 2000, TCBY Enterprises was purchased by Capricorn Investments. Just days before the merger closed, an investor was able to reap a 20% return buying shares of TCBY and tendering them to Capricorn.
  • Maxxim Medical, the surgical instrument concern, traded for as low as $20 just before management took the company private for $26 a share. An investor who exploited the price discrepancy obtained a more than 350% annualized return.
  • In mid-1999, the stocks of Case and Nalco Chemical unexpectedly fell several dollars despite their being a firm cash offer for both companies. Short-term gains in excess of 20% were available.
  • Short-term gains between 10% and 20% were available following the announced takeovers of the stocks of the Cleveland Indians and Boston Celtics.
  • When Caere Corp. merged with Scansoft in early 2000, an investor had a chance to buy Caere stock days before the deal consummated and enjoy a more than 45% increase in value from the predicted rally in Scansoft.


Portfolio Leadership

Timothy P. Vick

Mr. Vick is the senior investment analyst at Arbor Capital Management and oversees our Special Situations portfolios. Mr. Vick developed a specialty in price arbitrage while an analyst at Horizon Management Services near Chicago and published extensively on the subject in the investment newsletter he founded, Today’s Value Investor. Mr. Vick is a strict disciple of the value-oriented principles espoused by Benjamin Graham and Warren Buffett and has written two books on their methods.

During 1999, the first full year in which Mr. Vick utilized arbitrage in private accounts, he obtained a 102% return on his arbitrage picks and obtained returns averaging 46% for accounts that included arbitrage stocks. Through May 2000, his arbitrage selections earned annualized gains averaging 116%.

In addition to books, Mr. Vick has written and lectured extensively on stock valuation and value investing. He is a frequent guest on radio talk shows and occasionally speaks before investor groups. He has appeared on CNN and CNBC, and has been quoted in The Wall Street Journal, The New York Times, Barron’s, Investor’s Business Daily, The Chicago Tribune, The Los Angeles Times, Fortune, Money, Kiplinger, Bloomberg Personal, and Futures.

He holds an MBA in management from Purdue University.


Arbor Capital Management, Inc.
A registered investment advisory firm

Robert Sheldon, Stan Learman, principals

Anchorage, Ann Arbor, Chicago, Juneau
Main office: (907) 264-6689
Fax: (907) 264-6690


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