How Berkshire Acquired National Indemnity

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The book “Capital Allocation: The Financials of a New England Textile Mill” is a must read for anyone interested in the history of Berkshire Hathaway. One of the first big moves Buffett did once he took control of Berkshire was to acquire the property-casualty insurer National Indemnity. In this post I wanted to go back and review the details of this acquisition, trying to put things into context. Some of the things I was curious about were “how big of an acquisition was this relative to Berkshire?” and “how did Buffett pay for it?”. But first, we must travel back to the mid 1960’s… 

Berkshire in 1967

Before we get into the acquisition of National Indemnity, let’s get a picture of what Berkshire looked like in the mid/late 60’s. When Buffett took control of Berkshire in 1966, it was a struggling, capital intensive textile mill. One of Buffett’s first tasks was to optimize the company’s overhead expenses, capital expenditures, and working capital needs. This freed up cash that could be put to better use, like buying marketable securities. 

In 1966, the textile business made about $2.6 million in net income, while the investment portfolio produced about $166k in realized gains. The free cash flow for Berkshire in 1966 was about $5 million. For 1967, the textile business actually lost money, with a loss of about $1.3 million. The newly acquired insurance operations and the investment portfolio bailed out the company by allowing Berkshire to have a total net income of $1.1 million. Revenue for the textile operations fell by 24% from 1962 to 1969. Clearly the industry was challenged, so diversifying Berkshires income stream was a wise move by Buffett.

Assets

Berkshire’s investment portfolio ending in 1966 had a market value of $5.4 million, with approximately the same cost basis. A majority of the portfolio, 87%, was in bonds. The high ratio of bonds was probably due to Buffett holding some capital in reserve for an acquisition. Following the acquisition of National Indemnity, Berkshire’s investment portfolio was booked at a cost of $3.8 million. This portfolio had a market value of $6.8 million, a nifty 77.5% gain in one year. The investments were always recorded on the books at cost instead of market value. Berkshire reported a total of $38 million in assets in 1967. This figure would have increased by 7.9% if the securities were booked to market. 

Valuation

During this period, Berkshire often traded below book value, getting down to 57% of book value in 1967. The market cap for Berkshire ranged between $16.8 million, and $20.9 million ($167 adjusted for inflation) in the year that it purchased National Indemnity. Next we will take a look at National Indemnity’s business, and see how a $20 million company acquired the insurer for $8.6 million.

National Indemnity

National Indemnity was a property and casualty insurer founded by Jack Ringwalt in 1940. Another insurance company, National Fire & Marine Insurance Company was an affiliate to National Indemnity. Buffett purchased 99% of these two companies in March of 1967 for $8.6 million. For comparison, this equates to $67 million in 2020 dollars. 

NI’s Income

During this time, Berkshire was a capital intensive industrial company, which meant it had very low returns on equity. Buffett realized that a smart strategy would be to redeploy cash from the textile business into a business with a higher ROE that didn’t constantly require upgrading machinery. National Indemnity had a decent ROE that averaged about 11%. The insurer was also growing, having grown premiums at 21% and net income by 15% for the last decade. Average net income for NI was $437,000, while 1966 was an outlier with $1.4 million in profits. 

Float

When insurance companies receive premiums, they hold it as a reserve called float. This float can be invested to generate extra income for the company, which is another feature that attracted Buffett to the insurance business. Sometimes insurance companies will write policies that are underpriced, meaning that they end up paying out more for damages than what they received in premiums (they would also hope their investment returns bail them out in the scenario). This would indicate that the float has a negative cost. On the flip side, if the insurer wrote good policies, they would make money on the premiums. This effectively means the float will have no cost. The cost of float generated by National Indemnity was cost free for 6 of the last 10 years prior to the acquisition.

The value of the NI’s float at the time of Berkshire’s purchase was about $17.5 million. The investment portfolio of float was mostly made up of bonds. Additionally the company had a stock portfolio that was about the same size as the shareholders equity. From Buffett’s perspective, he is practically buying a portfolio of stocks and bonds that he could surely optimize for better returns. Just by increasing the investment income on the float by 1% would generate an additional $175k in net income for Berkshire.

While Buffett went on to buy other insurers, namely Geico, National Indemnity is where it all started. To put into context Berkshire’s achievement, in 1967 National Indemnity wrote $12.7 million in premiums. State Farm was the largest property-casualty insurer of the era, with premiums totaling $800 million. Fast forward to 2019, and State Farm is still number one in premiums. However Berkshire is right behind them in second place.      

The Purchase

So how did Berkshire acquire a company that was nearly half its size? To fund the purchase, Buffett pulled capital out of the textile business, issued some long term debt, and liquidated some of the investment portfolio. For the textile operations, Buffett optimized the accounts receivables, accounts payable, inventory, and PP&E in order to pull out $4.6 million. Berkshire then issued $2.6 million in 20 year debt at 7.5% interest. Finally, the marketable securities portfolio was reduced by $1.6 million. To me, this is a little interesting that Buffett wasn’t afraid to issue a little debt. He is usually says he is against debt. Additionally, the way Warren pulled out that much capital from the textiles goes to show that he deeply understands the operations of a business.  

The book Capital Allocation also discusses a unique way to think of this transaction. When purchasing NI, Buffett was getting a company with a tangible net worth $6.7 million. These securities could then be deployed to marketable securities. Now Buffett was already holding a portfolio of marketable securities of around the same size. So in a sense, Warren is trading his portfolio for National Indemnities portfolio, plus chipping in an extra $1.9 million to get to the full purchase price. Using this mental accounting, National Indemnity operating business was bought for this $1.9 million premium. If we compare the subsequent profit generated by NI to this “purchase price”, we see some absolutely astonishing returns. 

Conclusion

Capital Allocation is probably my new favorite business history book since I love nerding out over early Berkshire’s financials. This book shed light on one of the seminal moments in Berkshire’s history. Buffett transitioned the company from a capital intensive textile mill to the giant it is today. The acquisition of National Indemnity set the stage for Berkshire to grow from a $20 million textile business that no one cared about, to the $500 billion behemoth it is now.

For more value investing content check out:

Q3 2020 Portfolio Update

Intro to DCF Analysis Part 1

Book Review: Buffettology

Berkshire Hathaway Q1 2020 Portfolio Update

While I don’t own any shares of Berkshire Hathaway (although that could change), I still like to keep up with what moves Warren Buffett is making. This is especially true during the crazy first quarter of 2020. Buffett didn’t scoop up a bunch of good deals this quarter, in fact he did a lot of selling. In this post I summarize the changes in Buffett’s portfolio as described in Berkshire Hathaway’s 13F filing.

Bye Bye Airlines

The big news this quarter didn’t come from Berkshires 13F, but from the annual shareholders meeting: Buffett sold out all of his airline. Berkshire owned about 10% of each of the top 4 airlines. This includes Delta (DAL), Southwest (LUV), American (AAL), and United (UAL). During the shareholders meeting, Buffett mentioned he paid $7-8B on the investment, with the idea he would average about $1B of earnings a year. 

Buffett was keen to mention that the airlines are managed well, and his decision to sell was no fault of the CEOs of the companies. The airline industry is very cyclical, which Warren understood, but he did not underwrite the economy being completely shut down. Going forward, these companies will probably take over $10B in debt, plus issue equity. Additionally, the airlines are going to have way more planes than demand for the foreseeable future. Despite the bailouts from the government, there is no indication the airlines are in the clear. Given these extraordinary circumstances, Buffett did not trim his position, but completely sold out.

A humorous point Buffett made during the shareholders meeting was that it took him months to build these large positions. However, when it came to selling, he found plenty of buyers. It is most likely folks from Robinhood. 

Surprise Goldman Sachs Selling

The other major position reduction in Berkshire’s 13F is the reduction of the Goldman Sachs position by 84%. This investment was a remnant of the 2008 financial crisis, where Buffett bought preferred stock that was later converted into common shares. So far, there is no indication why Warren dramatically reduced his stake in GS. One theory is that they are venturing into online banking, so perhaps Buffett thinks they will be distracted and lose share of the investment banking business. Another potential reason is that Buffett sees Goldman as a risky operation during the COVID crisis. Or it could be as simple as this a legacy position, and Warren wants to shore up his already high cash reserves. Whatever the case, hopefully Buffett sheds some light on this sometime soon. 

Small Trimmings

The rest of the Q1 Berkshire 13F shows minor position changes. Berkshire’s main purchase of the quarter was increasing its stake in PNC bank by 6%. PNC however, only makes up 0.5% of Berkshire’s portfolio so this purchase is peanuts. 

Next, Berkshire exited its positions in Travelers (TRV) insurance and Phillips 66 (PSX) oil refiner. Both of these companies represented a small part of Berkshire’s portfolio at the start of the quarter, so the complete selling of shares is not very impactful. It appears Travelers shares started to be sold in Q4 2019. PSX was a much larger share of the portfolio, and has been consistently sold off since Q1 2018. 

Finally, about a dozen positions were trimmed by a few percent, as seen in the table below. These companies make up a rather small part of the Berkshire portfolio. Most likely these stocks were bought, and trimmed by Todd Combs and Ted Weschler, rather than Buffett. These two manage small portfolios within Berkshire, and are more active than Buffett who typically only makes big acquisitions. I would be curious what is the rationale for selling small slivers of these companies, but there is probably not much to it. 

TickerNameActivity
GMGeneral MotorsReduce 0.43%
SUSuncor EnergyReduce 0.47%
AMZNAmazonReduce 0.74%
LSXMKLiberty SiriusXMReduce 0.77%
AXTAAxalta Coating SystemsReduce 0.80%
BIIBBiogenReduce 0.84%
VRSNVerisignReduce 1.06%
TEVATeva PharmaceuticalReduce 1.06%
DVADaVita HealthcareReduce 1.22%
LBTYALiberty GlobalReduce 2.43%
SIRISirius XM HoldingsReduce 2.83%
JPMJPMorgan Chase & CoReduce 3.03%
LILALiberty LILAC GroupReduce 3.10%
SYFSynchrony FinancialReduce 3.24%

Conclusion

The first quarter of 2020 went by in a flurry, which makes looking at the Berkshire 13F so interesting. So far in Q2, the market has rallied on the belief the economy will quickly bounce back from the COVID crisis. It would seem that Berkshire’s Q2 13F will be pretty boring, just reporting the airline sales that were mentioned in the annual meeting. Perhaps the market will sell off again later this year, allowing us to pore over Buffett’s portfolio moves, and hoping he lands a big acquisition.

A good website to track super-investor portfolios is Dataroma.

To see my portfolio action in the first quarter of this year, check out:

My Investing Past, Present, Future

March Stock Purchases

Top 5 Questions from the Berkshire Annual Meeting

highlights of berkshire shareholders meeitng

While I always look forward to the Berkshire annual meeting, I was especially anticipating what Warren Buffett had to say about the recent economic crisis. With an empty arena, Buffett and Greg Abel (vice-chairman of non-insurance operations) gave insights to some of the pressing questions investors are wondering. I appreciated Becky Quick’s selection of questions, instead of the usual “how do I calculate the intrinsic value of Berkshire??” that someone always asks. In this post, I wanted to provide highlights of Berkshire shareholders meeting, choosing the top 5 questions and summarizing Buffett’s response.  

Lender of Last Resort

In the last financial crisis, Berkshire acted as a lender of support for eight different deals. Despite the injection of expensive capital through preferred stocks and securing warrants, these companies were in fact paying for the sign of confidence from Berkshire in the midst of a crisis and that was invaluable. Today we have QE, infinity, low interest rates, and hungry hedge funds, even though the economy has deteriorated rapidly over the last few months. Why have we not acted as a lender of support?

This is an interesting question because it brings up some history lessons from the last financial crisis. During 2008, Berkshire was primarily supplying capital by means of preferred stocks and warrants, versus buying common stock over the market. These capital injections were on terms that were pretty generous to Berkshire. These companies knew that Buffett’s reputation carried weight, and Berkshire has a fortress balance sheet that could provide funding. Berkshire was literally able to do deals that no one was able to do. 

Interestingly, Buffett admits his timing of deploying capital in 2008 was a bit early, that he would have been better off waiting a few months. Even the greatest investors can’t time the market.

As for the market panic in March, Buffett says the phone wasn’t ringing. The Federal Reserve quickly swooped to provide loans to support the financial system. Even marginal companies are able to access funds, so there is no need (for now) to come crawling to Berkshire. While many people are critical of these actions for various reasons, mainly because it prevented stocks to get very cheap, Buffett admits it was the right thing to do even though he got undercut. It is interesting to see Buffett support Jerome Powel’s efforts even though most investors are whining (which some of that is deserved).

COVID Impact on the Insurance Industry

Would you please help us understand the effects of COVID-19 are on our insurance businesses? Other insurance companies have reported losses from boosting reserves for future insurance claims that they expect to be paying as a result of Coronavirus. Yet in Berkshire’s 10Q released this morning, we do not appear to have reported much of these future expected losses. Can you tell us why this is the case? What kind of risks Berkshire is underwriting that allows us not to be affected by the pandemic or conversely, what we are writing that might be?

When it comes to insurance exposure to COVID19, Buffett warns there could be a huge amount of litigation. Many businesses that were forced to shut down operations are looking at their insurance policies to see if they can make a case for a payout. The potential for insurers to be liable is if they wrote commercial multiple peril (ie business interruption) policy. 

Arguably, a pandemic caused business interruption. However, typically the policy relates to physical damage to a building that prevents business operations. Buffett gives the example that a strike at an auto plant would not trigger a business interruption policy. An example Warren provided where it would qualify is when a fire at a neighboring building spread to a Berkshire subsidiary building. 

Luckily, Berkshire is mostly exposed to auto insurance, which should not have this problem. Buffett did mention that one large insurer had ambiguous policy language that could in fact have to cover pandemic losses. He didn’t name names, so it will be interesting to see who wrote this policy.

Thoughts on Negative Interest Rates

Interest rates are negative in much of Europe, also in Japan. Warren has written many times that the value of Berkshire’s insurance companies derive from the fact that policy holders pay up front creating insurance float on which Berkshire gets to earn interest. If interest rates are negative, then collecting money up front will be costly rather than profitable. If interest rates are negative, then the insurance float is no longer a benefit but a liability. Can you please discuss how Berkshire’s insurance companies would respond if interest rates became negative in the United States?

It is reassuring that Buffett is confounded by negative interest rates just as much as I am. He mentions his disbelief in how long negative rates have lasted in Japan and Europe. Interestingly, Buffett is surprised that these negative rates have not caused significant inflation. A humorous quip Warren gave was that if you could have negative rates, high debt, and no inflation, then civilizations would have figured this out a couple thousand years ago. 

It is fascinating to hear Buffett make these comments that are along the same line of thinking as all the Perma Bears have been screaming about for years, however he isn’t whining about how the system is rigged and ripe for collapse. The only advice he gives to navigate the negative rate world is to hold equities since negative yielding bonds only serve as speculation, not an investment.  

Are Buybacks Evil?

Berkshire has invested in many companies with stock buy-back programs. Recently there’s been a backlash against buy-backs. What are your views on this subject?

During the response to this question, I felt like I was repeatedly yelling “boo ya!”. Buffett opens up his remarks by saying it is politically correct to be against buybacks. Stock buybacks have gained a bad stigma because some corporations take on debt for the buyback, or use their profits to purchase stock instead of spending it on R&D or increasing wages. While I don’t want to get into the nuances of the pros and cons of buybacks in this post, the key thing is that buybacks are another form of returning cash to shareholders. 

Instead of paying a dividend, businesses can buy shares from those who wish to sell their shares, thereby increasing the continuing shareholders stake in the company. An example Buffett makes is the scenario when three partners run a business that reinvests all of its profits. One partner needs cash so he asks the other partners for a dividend. But the other partners don’t want the cash from a dividend, don’t want to pay taxes on it, and want to leave that cash in the business to grow. Instead, the two partners decide to buy some shares from the other partner. Now the partner gets their cash, and the other two grow their stake in the business.

This sounds all well and good, but most companies overpay on the shares they buy back. Buffett has long stated that he loves when companies (including Berkshire) buy back its own shares when it is trading below how much the business is actually worth. This is an especially efficient way to deploy capital if there are no other better investment prospects for the company to engage in. The problem is that buybacks have become a fad. Recently corporations are doing massive buybacks at the height of a bull market instead of when their stock is cheap. 

Another point Buffett makes is that it is dumb to commit to buy $X amount of stock each year. He favors being opportunistic about it, not mechanical. An analogy Warren makes is that it is like saying you’re going to buy a $5B company without knowing what you are getting. 

Bad buyback policies can make the company vulnerable during a crisis. This is the situation we are seeing with the airlines, they spend a ton on buybacks and now they need bailed out. This is an example of poor capital allocation, not proof that buybacks are evil. 

While I do agree that many companies botch the execution of their buybacks, Buffett summarizes my thoughts on the matter by saying: “Some do it stupid but that doesn’t make it immoral”. Mic drop. 

Q1 BRK Buyback

Can you ask Warren why he didn’t repurchase Berkshire shares in March when they dropped to a price that was 30% lower than the price that he had repurchased shares for in January and February?

One thing Berkshire followers have been wondering is whether or not Buffett bought any shares during the first quarter. The price of Berkshire B shares got down to around $165 during March, where it was trading between $200-220 last year. With Berkshires large cash holding, many have been hoping Buffett would reward shareholders with a large buyback.

When asked about the matter, Buffett confirmed he did not perform any buybacks during the quarter. Even though Berkshire appeared cheap, Warren said that it is not any more compelling than it was 6 months ago. Yes Berkshire has gotten cheaper, but the value of the business has decreased as well. For instance, Buffett’s airline investments suffered a loss that materially hurts Berkshire.

Additionally Buffett believes there will be better opportunities ahead than performing share buybacks. The large cash reserve that Berkshire sits on provides optionality, which is valuable during uncertain times like these. While I do not currently own Berkshire (which could change), I would much rather see Buffett have one last glorious buying opportunity instead of boringly buyback stock. 

Conclusion

In my opinion, this was one of the best shareholder meetings. Buffett answered some hard hitting questions, and was more candid than usual. While he had to be careful not to sound too pessimistic, he definitely has concerns with the economy. These were just the highlights of the Berkshire shareholders meeting, but I highly recommend watching the meeting or reading the transcripts.

Here is the video of the full meeting.

A full transcript of the meeting can be found here.

My recent investing history can be found in this post.