TOWLE & CO. DEEP VALUE INVESTING (314) 822-0204 April 8, 2014 To: Investors Steady & stable! First quarter stock prices held firm for the Towle portfolio. Putin’s takeover of Crimea, unsettled concerns regarding China’s growth outlook, dastardly winter weather in the U.S., and prospects for higher Federal Reserve-directed interest rates couldn’t tilt pricing to the downside. Stable pricing for the S&P 500 Stock Index since October 31st signals a calm, benign U.S. equities market. While prospects for global and U.S. economic growth persist, stock market prices and valuations remain high, deflating expectations for outsized gains in coming quarters. The following chart provides short and long term performance with results longer than one year annualized. We remain grateful for these good gains and continue to deeply appreciate the support of our investors. Periods ending 3/31/14 3 months 1 year 3 years 5 years 10 years 20 years Inception (1982) Towle Composite (Gross of fees) 1.52% 38.33 14.41 35.07 11.82 14.37 17.30 Towle Composite (Net of fees) 1.33% 37.40 13.63 34.13 10.97 13.55 16.47 Russell 2000 Value 1.78% 22.65 12.74 23.33 8.07 10.81 12.70 S&P 500 Total Return 1.81% 21.86 14.66 21.16 7.42 9.53 11.71 The first quarter letter segments as follows: Investment Environment, Portfolio Review, and Howard Marks. Investment Environment The Towle portfolio advanced sharply in 2012 & 2013, up 89.2% net. Will the investment environment support additional gains to the portfolio? At current prices, is the portfolio at risk of decline? The following thoughts and concepts guide us in our decision making: Economic Overview Global economic progress continues. Production and consumption advance. The International Monetary Fund forecasts world output expansion of 3.7% in 2014. Economic excess, a likely predictor of recession, seems muted. Following the Great Recession, pent-up demand remains. For example, progress finally appears at hand for U.S. housing, as construction and prices are up substantially. Global deliveries of business jets increased by 1% in 2013 but still remain 50% below peak sales of 2008. (Wall Street Journal, March 2014) Well below historic highs, consumer confidence finally returns to pre-Great Recession levels. (Wells Capital Management, March 2014) Now in its sixth year, this modest but consistent recovery from the Financial Panic continues to provide a solid backdrop for the U.S. equity market. In summary, business is satisfactory with no indication that recessionary conditions are upon us. ACME Analysis Developed many years ago by Towle & Co. and refined in 2013, our ACME Investment Monitor gauges the current “desirability” of investing in the U.S. stock market. ACME speaks to “friend or foe” characteristics that are subdivided into Asset Valuation, Cost of Capital, Market Dynamics and Economic Conditions. While we claim no forecasting skill, ACME’s 15 indicators provide a framework for our investment process and set the stage for our weekly, Tuesday morning investment team meetings. For illustrative purposes, listed below are four current readings representative of the fifteen total indicators: Component Asset Valuation Cost of Capital Market Dynamics Indicator Rule of 20 TED Spread Investor Sentiment Definition (P/E + inflation) (LIBOR less T-bill) (Avg. of 4 surveys) Normal Range 17 to 21 0.25 to 0.75 45 to 60 Economic Conditions Leading Econ Indicators (Conference Board) 0% to 5% Current Reading 19.6 Normal 0.21 Positive 55.4 Normal 4.7% Normal Overall, ACME continues to demonstrate a “friendly” investment environment. However, ACME alerts us to the prospect of extended Asset Valuation. Please note in the previous table how the Rule of 20 pushes toward the upper limit of its Normal Range. From our perspective, valuations remain particularly high for hundreds of stocks. (See our investor letter dated January 10, 2014 for examples.) Looking short term, sharp price advances from current levels would draw a red flag to valuation logic. Earnings need to catch up. Conversely, the three other ACME components, Cost of Capital, Market Dynamics, and Economic Conditions, signal a more supportive stance. Immediate Concern Our 2013 year-end letter, dated January 10, 2014, stated that, “Certainly, the ups and downs of a politically sensitive, developing global economy will bring downward pressure to stock prices at some point in the year.” First quarter results bypassed that threat, but stocks in general stay fully priced. And the dreaded, “Sell in May and Go Away” season is upon us. As a short-term trading tactic, the reduction of equity exposure in the spring to be followed by reinvestment in the fall has worked well at times. Columnist Ben Levisohn also leans toward the overvalued view, “Stocks are trending at a median valuation of 18.9 times the last 12 months of earnings, above its historical average of 16.6.” (Barrons’ March 12, 2014) With stocks fully priced, a correction is likely at some point this year. The Towle investment team stands ready to capitalize on any pullback to reposition the portfolio for maximum long term gain. Longer Term Issue Mr. Levisohn also states, “…the rocket-fuel behind the S&P 500’s 172% rally since its financial-crisis low looks increasingly spent. The Federal Reserve’s shock and awe - otherwise known as quantitative easing - is slowly being removed…” (Barron’s, March 12, 2014) The overriding concern at Towle & Co. is the eventual impact of advancing interest rates. This concern is compounded by the unusually long duration and particularly low level of short term rates. When will the increases begin? How high will rates go? Will P/E ratios decline? At what level of rates will economic headwinds emerge? We do not have answers to these interest rate questions, but, historically, rising interest rates from a low base, like we have now, are initially positive for stocks as it signals an improving economy. Eventually, though, an extended rise in interest rates may tilt equity valuations and economic activity to the downside. Carry On The purpose at Towle & Co. is to provide a product that compounds capital at a rate in excess of the U.S. stock market. The current portfolio contains equity positions that possess, in our view, more than satisfactory three year upside potential. Looking out many years, the concerns and issues of today will be overpowered by the economic progress of tomorrow. Faith in the human spirit, political freedom, technological innovation, and free enterprise will generate untold wealth and opportunity for mankind in the coming decades. Recognizing the long term nature of our investment strategy, we push on gratefully acknowledging the economic progress that is at hand. Portfolio Review Following a modest decline in late January, the quarter ended with no appreciable change in asset values. Rarely are economic and valuation conditions just right, leading to strong price appreciation similar to 2012 and 2013. Unlike the robust first quarter gains of recent years, the markets failed to drive Towle portfolio prices higher in 2014. First Quarter Gains (%) 2010 11.6 2011 7.2 2012 12.7 2013 15.9 2014 1.3 On balance, portfolio activity was quiet with moderate trading. Thus, portfolio sector composition remained in line with year-end 2013. For the quarter, the largest contributors and detractors to performance are noted below: Company 1. Hawaiian (HA) 2. Meritor (MTOR) 3. Ingram Micro (IM) 4. Flextronics (FLEX) 5. Goodyear Tire (GT) Return % 45.0 17.5 26.0 18.9 9.8 Contribution % 1.74 0.78 0.75 0.66 0.54 Company 1. Atlas Air (AAWW) 2. Tesoro (TSO) 3. PBF Energy (PBF) 4. Peabody (BTU) 5. Swift Energy (SFY) Return % (14.3) (13.1) (17.0) (15.9) (20.3) Contribution % (0.72) (0.62) (0.57) (0.55) (0.54) While the overall portfolio experienced minor change, underlying stocks did experience meaningful price movement. -2- Addition/Deletion: HERO Hercules Offshore Inc. (HERO) was purchased and sold during the quarter. The company primarily provides shallow-water drilling and marine services to the oil and natural gas industry worldwide with a leading market position in the Gulf of Mexico. We thought the current soft patch in drilling activity and a delay in securing long term contracts for HERO’s ultra-deep water assets created a window of opportunity to purchase the stock below book value. Upon further review, we became uncomfortable with the industry’s order book for newly-constructed offshore rigs in 2014-15. We were unable to resolve how expected demand will absorb this new supply, roughly 1/3 of the existing fleet, without threatening the pricing power for all industry participants. Consequently, we sold HERO at a modest loss of roughly (3.2%). Deletion: PTEN Patterson-UTI Energy Inc (PTEN), the second largest oil/gas land driller in the U.S., posted profitability but failed to show marked progress toward our operating profit target. For 2013, earnings fell and now stand at roughly 50% of our three year earnings forecast. Despite this lack of improved profitability, the stock closed in on our sell target. We sold PTEN posting a gain of 71.4% during almost 20 months of ownership. First Quarter Adds: Atlas Air Worldwide (AAWW), General Cable (BGC), Peabody Energy (BTU), Renewable Energy Group (REGI), SUPERVALU (SVU), and Swift Energy (SFY) In all cases, these add-on positions represented stocks that experienced noteworthy price declines from their 52 week highs. A favorite portfolio management tactic is the addition of capital at a time of price decline, increasing the weighting of a position and enhancing total portfolio upside potential. First Quarter Trims: Arkansas Best Corp. (ABFS), Meritor Inc. (MTOR), and PHH Corp. (PHH) In the last 15 months, Arkansas Best and Meritor experienced dramatic stock market gains with ABFS up 286.9% and MTOR advancing 159.0%. Prior to their trims, each company represented more than 4% of the portfolio, an over-weighted position. While profitability progress continues, both firms have yet to approach targeted profit margins. In light of the current earnings shortfall, a reduction in exposure reduced short term downside risk and bolstered cash. Long term prospects favor retention of both companies. In other news, Chiquita Brands International (CQB) executed a definitive agreement to merge with Fyffes Plc forming the world’s largest banana marketer. Financial details of the proposed combination are yet to be released. To be headquartered in Ireland, the primary operating officers will be from Fyffes. Most unfortunately, the transaction will be taxable to U.S. Chiquita shareholders. While the combined company’s balance sheet will show substantial improvement, the key ingredient for investment success, in our view, is not the banana business but the need to improve the poorly performing U.S. salad operation, Fresh Express. We continue to monitor the proposal, awaiting the S-4 filing for more financial details. As mentioned in our January 10th letter, Jones Group (JNY) has signed a definitive agreement to be acquired by private equity firm Sycamore Partners at $15 a share. A pushback from existing shareholders, to include Towle & Co, regarding the perceived, low-ball purchase price has not been effective in improving the deal’s proposed price. Likely, the transaction will close shortly providing a return of 21.8% on our 3.4 year investment. Owning 6.0% of PHH, Orange Capital, a corporate activist, has pushed PHH to split up or sell the company. Management has complied, and the company currently seeks a strategic transaction to enhance shareholder value. We await the outcome. In the 1980s and 1990s, merger & acquisition activity within the Towle portfolio seemed commonplace. The movement to larger capitalization stocks in the portfolio and the reduction in merger & acquisition activity in many industries has slowed the Towle M&A participation rate. Nevertheless, the “deals” keep coming. Assuming the Jones Group (JNY) transaction closes, the total number of companies acquired in 32+ years will be 87, further validating our deep value investment process. Fourth quarter 2013 earnings reports, made public during the first quarter 2014, met our overall expectations. However, two companies posted adjusted operating losses for the entire year of 2013. Cal Dive (DVR) and Navistar (NAV) are expected to reverse results and move to profitability by 2015. Based on current valuation metrics, we retain both positions. At quarter-end the portfolio held 34 positions with 4.4% in cash. Based on Capital IQ, the portfolio’s median P/E for 2014 is 12.8x versus 15.9x for the S&P 500. -3- Howard Marks The co-founder of Oaktree Capital Management is highly regarded for his decades-long analysis and written commentary about value investing. When Howard Marks writes, thousands read. Mr. Buffett confirms it, “When I see memos from Howard Marks in my mail, they’re the first thing I open and read.” The following excerpts are from Howard’s book, The Most Important Thing. We highlight eight references, just a sampling of the wisdom from Howard Marks. 1. There’s no surefire recipe for investment success. No step-by-step instructions. No valuation formulas containing mathematical constants or fixed ratios—in fact, very few numbers. Just a way to think that might help you make good decisions and, perhaps more important, avoid the pitfalls that ensnare so many. Pg. x 2. Investing, like economics, is more art than science. And that means it can get a little messy…In fact, one of the things I most want to emphasize is how essential it is that one’s investment approach be intuitive and adaptive rather than be fixed and mechanistic. Pg. 2 3. Since other investors may be smart, well-informed and highly computerized, you must find an edge they don’t have. You must think of something they haven’t thought of, see things they miss or bring insight they don’t possess. You have to react differently and behave differently. Pg. 3 4. Only if your behavior is unconventional is your performance likely to be unconventional, and only if your judgments are superior is your performance likely to be above average. Pg. 5 & 6 5. Risk exists only in the future, and it’s impossible to know for sure what the future holds…No ambiguity is evident when we view the past. Only the things that happened, happened…Projections tend to cluster around historic norms and call for only small changes…The point is, people usually expect the future to be like the past and underestimate the potential for change. Pg. 44 6. Risk arises as investor behavior alters the market. Investors bid up assets, accelerating into the present appreciation that otherwise would have occurred in the future, and thus lowering prospective returns. And as their psychology strengthens and they become bolder and less worried, investors cease to demand adequate risk premiums. The ultimate irony lies in the fact that the reward for taking incremental risk shrinks as more people move to take it. Pg. 55 7. When everyone believes something is risky, their unwillingness to buy usually reduces its price to the point where it’s not risky at all. Broadly negative opinion can make it the least risky thing, since all optimism has been driven out of its price. Pg. 55 8. Very few things move in a straight line. There’s progress and then there’s deterioration. Things go well for a while and then poorly. Progress may be swift and then slow down. Deterioration may creep up gradually and then turn climactic. But the underlying principle is that things will wax and wane, grow and decline. The same is true for economies, markets and companies: they rise and fall. Pg. 67-68 Mr. Marks, we endorse your commentary! Once again, we thank you for your support. Please do not hesitate to contact us with your questions and comments. J. Ellwood Towle Christopher D. Towle Peter J. Lewis, CFA James M. Shields, CFA Wesley R. Tibbetts, CFA DISCLOSURES Past performance is no guarantee of future outcome. The Deep Value composite results are time-weighted total returns, dollar weighted for the size of each account, including cash reserves and reinvestment of income. Performance figures are calculated after the deduction of all transaction costs, commissions, and other portfolio expenses. Returns are subject to adjustment at any time, and the Deep Value Composite is not audited. Although Towle & Co. makes no attempt to manage against the composition of a specific benchmark, the Firm provides the Russell 2000 Value Index as a readily accessible indicator of comparative performance as well as the S&P 500 Index as a general indicator of the market at large. Investments made by Towle & Co. differ in comparison to the Russell 2000 Value Index in terms of security holdings and industry weightings. Towle & Co. invests in considerably fewer companies than the index with lower average multiples to book value, sales, earnings, and cash flow, and as a result, the volatility and returns of the benchmark index may be materially different from the individual performance attained by a Towle & Co. investor. We urge investors to carefully compare the enclosed appraisal reports from Towle & Co. with your account statement received directly from the custodian, in the case of separate accounts, or from the third-party administrator, in the case of the two limited partnerships. Results for specific holdings highlighted in this communication represent the gross returns of those positions in Towle & Co.’s model portfolio and may not be indicative of an individual investor’s actual experience. -4-