The two ideas I am proposing to put on your radar are The Howard Hughes Corporation (NYSE: HHC) and Brookfield Residential (NYSE: BRP). The following investment characteristics make both compelling investments:
- strong alignment of management interests through insider buying and ownership
- hidden value in the form of either overlooked real estate assets or acreage recorded in book value under valuations recorded up to a few decades ago
- inevitable upside leverage to a housing recovery in the U.S.
As time goes on, I will pick certain aspects of each stock to explore, which perhaps may be expedited in the event that prices sharply fall for whatever reason and thus create an opportunistic entry point. In this post, I will pick one theme that is common between the two: strong alignment in the form of insider ownership.
The Importance of Management Alignment
One thing I usually require in an investment is that management own a meaningful percentage of the company. Though not a guarantee of success, I believe it reduces the likelihood that the CEO makes decisions that are adverse to shareholders but yet can benefit himself. A common example of such a decision would be a CEO's decision to acquire another company with weak strategic fit that also carries a high price tag, thus decreasing per share intrinsic value. How could low ownership by management result in bad decision making? Can't hired managers with little or no ownership in the company still do a stellar job? The answer is absolutely. To make it clear, low ownership by controlling management does not translate into poor performance. However, it so happens that there tends to be a strong correlation between public company size and management compensation, and so often times CEO's are incentivized to grow the company for the sake of growth rather than make decisions based on building long term, sustainable per share value. This is especially so if the CEO was hired from outside the company, given a wack load of free five-year options, and not required to invest in the company from his own pocket. In contrast, a CEO or founder whose net worth is fully vested in the company shares in the downside with you as well as the upside.
A Look at Alignment in The Howard Hughes Corporation
The Howard Hughes Corporation was spun out of General Growth Properties in late 2010 as a development company. Contained in it are 34 assets in the U.S., including three master planned communities, the South Street Seaport shopping area in lower Manhattan, and the Ward Centers in Hawaii.
The alignment technique in HHC is shared by JC Penney, thanks to a strategic hedge fund investor named Bill Ackman (of Pershing Square) who is a cornerstone investor in both companies. In both HHC and JCP, the incoming CEOs committed substantial personal investments in the form of seven year warrants that will expire out of the money if the share price is not above a certain point by the sixth year of their investment. The CEOs of Howard Hughes and JC Penney are thus hyper aligned. That is, unlike you or me whose investment will be tied to whatever the share price is in six years, if HHC's share price is not at least $53 between 2016-2017, CEO David Weinreb stands to lose his entire $15 million investment. On the contrary, his upside will be leveraged if he can in fact redevelop the properties as planned.
Another positive sign in HHC is the record of insider buying. Numerous directors have made significant purchases since the stock began trading in November 2010, which is a vote of confidence especially given the real estate expertise and caliber of the company's directors (their profiles can be read on www.howardhughes.com)
A Look at Alignment in Brookfield Residential Properties
In the case of Brookfield Residential, the parent company (Brookfield Asset Management) opportunistically increased its ownership stake by buying shares in the open market last summer when the price was under $7 (now >$10). Why would the parent company want to increase its stake when it already owned 72.5% of BRP at the time? I think we all know the answer. Brookfield Asset Management's investment track record is legendary, and when it buys shares in anything that trades in the open market - especially its own subsidiaries - it is certainly worth paying attention to.
In the latest annual report, it was disclosed that a "certain executive" purchased two million shares within the last year through an escrowed share purchase program via the parent company. I believe this is why the insider purchase was not reported through the typical channels (e.g. INK Research, SEDAR). I do not know which executive purchased the shares, though I suspect it was Allan Norris, the current chief executive.
It must be remembered that strong alignment is no guarantee of investment success; however your downside is more protected from management stupidity with characteristics such as those mentioned above.