Hanover Foods is a vertically integrated food manufacturing company. They grow vegetables in Central America, ship them to the US, process them, package them and ship them to grocery stores. Hanover's brands are distributed mainly in the Eastern US. Readers who live in the East would probably recognize their frozen food packaging with a little dutch boy next to the logo.
The company's business hasn't changed since I last posted about them, they are still producing frozen vegetables, snack food, and frozen meals.
The company is clearly cheap, here are a few relevant metrics (most recent price $109.89):
- Book value $285 p/s
- NCAV $130 p/s
- P/E 6.82
- EV/EBIT 7.97
As seen above the company is clearly cheap, I would consider them one of the cheapest companies I'm familiar with in the market right now. Of course with cheap companies, there is always a reason they're trading at a low valuation.
Hanover's Board and executives were involved in a messy legal battle before the company delisted in 2004. The founder's grandchildren inherited the business, but couldn't agree on how the company should be run after their father passed away. John Warehime, the oldest son took the reigns of the company by controlling the family voting trust. John tried to vote himself excessive pay packages and perks, which his siblings vehemently disagreed with. The ensuing legal battles left the family shattered, the siblings haven't spoken in years.
Through the family voting trust John Warehime had a complete lock on the company. The voting trust was a strange creation, the trust 'owned' a number of B shares, which are the shares with voting rights, yet according to the company's auditors the trust B shares held zero economic value. That is if the company were to merge with another company the trust shares would essentially disappear. The voting trust also ensured that no activist shareholder could ever gain control, or significantly influence the company, a major hurdle for value realization.
A company is eligible to delist when they have fewer than 300 (potentially 1500 with the JOBS ACT) shareholders. The company is considered 'private' in the eyes of the SEC, even though shares continue to trade on the over the counter market. Reporting requirements for dark companies vary and are determined by the state of incorporation. Some companies continue to send quarterly releases and annual reports, other companies shut down all reporting whatsoever. Hanover was in the habit of mailing quarterly financials and an annual report, although this year they skipped a quarter. The financials they send are functional, but they don't contain any management commentary about the business, any business changes are to be inferred from the notes, or other subtle clues.
This year's annual report contained two giant surprises for shareholders, the first was that John Warehime stepped down as CEO and his son took his place. The second change was included in the notes, the company wound down their ESOP and voting trust. Additionally for the first time since going dark the company reported the number of shares authorized and outstanding in the annual report. If you go back to my previous posts I spent a lot of mental energy trying to calculate the number of shares outstanding, this is no longer necessary.
I can't overstate how significant these changes are. Neither is more important than the other, but together, with the addition of additional disclosure in their annual report I get the sense something is changing at Hanover.
The elimination of the voting trust potentially removes the voting lock that John Warehime had on the company. It's anyone's guess who the largest shareholders are at this point since the last proxy for the company came out in 2004. I have heard through sources that Michael Warehime, John's brother, has been selling down his stake over the years. Until someone sues the company in Pennsylvania for a shareholder register this item might remain a mystery.
The problem with Hanover is almost every investor who looks at the company recognizes there is value, but most believe the value will never be unlocked so the investment isn't worth a spot in their portfolio. I believe that value is always realized given a long enough time frame, and I hold out that hope for Hanover, and the hope the time frame isn't too long. Fortunately the recent changes have simplified the ownership structure, and opened the door for a potential activist, or acquisition.
What might an acquirer see in Hanover? They would see a brand name food company selling at a very depressed valuation. An acquisition at book value might seem like a stretch to some readers when compared to the company's earning power. What they're missing is that the company's earnings are artificially depressed due to a transfer of wealth from Hanover's customers to their executives. Executive compensation isn't broken out explicitly, but based on the note detailing the company's golden parachute it's reasonable to estimate that numerous executives are earning at least a million dollars a year or more. If a company were to acquire Hanover and pay the golden parachute they could instantly unlock a 20-30% earnings gain on the back of reduced executive compensation alone. Add in synergies and suddenly an acquisition at book value starts to look like a bargain.
The obvious question someone might ask after reading this far is: "what are the downsides?" The company has a significant amount of debt as of the annual report, mostly related to inventory financing. There is also a single line in the notes that states that the company tripped a covenant, but the bank waived it. It's hard to imagine how such a strong company could trip a debt covenant. My guess is one of their subsidiaries tripped the covenant, and any trouble at a subsidiary is masked once consolidated with much stronger subsidiaries for reporting.
What to do next? If any of this post, or the previous two whet your appetite for Hanover shares the next step is to probably get a copy of their annual report. I do not have a digital copy of Hanover's annual report, and I do not plan on scanning in my paper copy, please don't ask. The easiest way to obtain an annual report is to purchase a single share or more and call the company as a shareholder and ask for the annual report. Be forewarned the woman you will need to talk to will probably be "on vacation" each time you call...
I'm still bullish on Hanover, and just as exited as I was when I first found them over a year ago. Except with the recent changes at the company it appears gears might be in motion that could potentially unlock value sooner rather than later. I always have my eyes out for shares of Hanover when they come on the market at the right price. Shares can be hard to obtain, but patience is rewarded.
Disclosure: Long Hanover, actively buying if the price is right.