Sunday, 9 February 2014

Capital Management

Nigel Littlewood and I have been reading The Outsiders: Eight Unconventional CEOs and Their Radically Rational Blueprint for Success. It’s a great book that analyses some true superstar CEOs that have delivered exceptional performance for shareholders. During their tenure - with the shortest being 19 years and the longest 46 years (Warren Buffett), the companies they managed delivered an average annual return of 21.6% v the S&P500 10.2%. That’s double the return of the stock market and the long term compounding effects truly eye-popping: for every 10 years on a pre-tax basis, the additional performance is a factor of 2.7 times. 

The CEOs had a number of things in common. Most notably is their unequivocally disciplined approach to capital management. They aren’t necessarily great at product, process or people management. But they are outstanding at capital management. Deploying capital to the project with the best (risk adjusted) ROE is the common mantra and don’t let money burn a hole in their pocket. If they can’t find a good investment when they have spare cash, they either let it sit in the bank or return it to shareholders. Consider that Warren Buffett (Berkshire Hathaway) sits on tens of billions of dollars of cash and Henry Singleton (Teledyne) ultimately bought back ~90% of Teledyne stock when the price occasionally traded at cheap levels.

Investing Nirvana occurs when you find such a CEO and you can buy the stock at a reasonable valuation. My colleagues and I often wonder about our tendency to buy cheap stocks run by crappy management. Even if the outcome is profitable, the experience is unpleasant. It would be far more profitable and pleasant to find outstanding management and back them with your cash.

In particular, it is our experience that companies undertaking buy-backs in decent volume when prices appear to cheap is often a beacon pointing toward management who aren’t trying to take over the world, but deploying shareholder capital judiciously. Famed short-seller Jim Chanos apparently somewhat disagrees with this view. Mr Chanos takes the view management is signalling they think they can more money in the stock market than by investing in real assets. We don’t really understand this view: if a company is trading below intrinsic value or NTA, then (all-things-being-equal) stock buy-backs make sense.

In the next blog we will discuss a company that is buying-back stock in reasonable volume that we believe is run by first-class management with a sensible and conservative approach to capital management.

Kristian

Friday, 17 January 2014

AIMS Property Securities Fund (APW)

Most recent post here

Management have still not answered my question as to why a DRP has been introduced. This is poor form. It shouldn't be difficult to quickly articulate a reason (it should have been done anyway when it was announced). If I am missing something, I will happily concede the point. 

Kristian 

Disclosure: own APW

Tuesday, 14 January 2014

Keybridge Capital Ltd (KBC)

Note: I have been sitting on this post for some weeks pondering the situation. Following the supplementary bidders statement released by Oceania (13 January), I have decided to post it. 

KBC is a stock I recently traded for a profit. I managed to sell for 16c literally right before the takeover by Oceania for 16c was announced. It is normally really dumb to sell for the initial takeover price as a higher bid could emerge. My timing was therefore awful. 

Normally the correct strategy is to buy at or around the takeover price when a firm bid is announced on the basis of minimal downside and uncapped upside if a higher bid emerges. I prefer a takeover bid when the target company has an actual business or NTA supporting the price so if the bid falls over the downside shouldn't be monstrous. Compare this to failed takeover bids on mining exploration stocks where the downside is often obscene. 

I have so far decided not to re-buy KBC. You may disagree. Either way, let's look at some of the salient issues.

1. Background  

KBC is run by Nicholas Bolton (and also owns a big chunk of KBC stock) who found fame when he got involved in trying to sort out the Brisconnections debacle. KBC is a collection of crappy loans and bits and pieces that Nick Bolton is in the process of cleaning up and embarking on some acquisitions here and there. It is important to note KBC is in clean-up mode, not wind-up mode. I can't see a strategy for KBC. I will discuss some of the investments later in the NTA discussion.

KBC is a cigar-butt situation if ever there was one.

2. Takeover offer

The other major shareholder, Oceania Capital Partners (ASX: OCP), is unhappy with the speed of the process and wants to get control/more control and expedite the asset disposal process and get cash back to shareholders. Or perhaps it just wants to agitate Nick Bolton to hurry up. The desired outcome is pretty much the same either way.

Oceania has offered 16c cash for all of the shares it doesn't own. Defeating conditions are minimal. The bid is off-market however Oceania can also buy shares on-market at or below the offer price. KBC is trading bid/offer 17c/17.5c so assuming an 17.5c purchase price implies an 8.6% downside should no higher bid materialise. The downside is probably much higher should the bid fall over.

The offer is due to close 31 January however I would not be surprised to see the deadline extended. I also wouldn't be surprised if the offer falls lapses and falls over. It's not really clear if OCP really wants KBC and it's not clear whether many shareholders will accept the 16c offer and therefore whether a change of control will occur.

3. NTA  

Reported NTA is 22.3c. This includes 11.7c cash. However, the actual value might be very different to reported NTA. The 'Independent Expert' values KBC at 25-28c per share. In addition, there are franking credits of $8.1m or 4.6c and carry forward tax losses of a whopping $201m. However, ignoring franking and tax losses, let's look at the composition of the NTA. The table below shows the current book value and low-high value provided by Pitcher Partners (Independent Expert): 


Okay, there are plenty of little investments that aren't particularly material. Let's look at the elephants-in-the-room that account for 72% of book value ex cash:

PRFG. KBC now owns a $5.7m loan to PRFG v a book value of $1.2m. PRFG owns Australian Money Exchange which is in administration and buyers are being sought. Pitchers think this could be worth a lot more than book.  

Totana. This started with a E9.6m loan the building of a solar plant in Spain. The Spanish solar industry appears to have regulatory issues, and to be frank I have no idea of how KBC or Pitchers value this loan. 

Republic Private Equity. Not much detail on this position. 

P&J Projects. This is potentially the real kicker to the NTA. This is a subordinated $5.95m mezzanine loan package over a residential/retail project in Zetland, Sydney. KBC has written the loan down to zero. Pitcher disagrees: they think it is worth something. The loan is currently in default. The salvage value of the loan will ultimately depend on the sale value of the property developments.  

What I have been bemused about for some time and now find myself partially agreeing with OCP is why is KBC all of a sudden worth a lot more than reported NTA? 

In particular the book value of the Zetland (P&J Projects) is zero, yet based on some pretty scant information the value has shot up to $3.5m to $6m. Defensive play by the target? Or if Pitcher Partners genuinely think there is more value, then I vote they step in manage a wind-up at KBC.

Regardless of my speculation it is probably fair to say:
a) the NTA is higher than the takeover offer
b) actual NTA is very rubbery
c) (assuming the takeover falls over) NTA may not really matter if new investments are purchased
which may materially impact future NTA either up or down
d) the share price has previously traded at a significant discount to NTA and there is no vision as to why the discount should close should the bid fall over
e) it is difficult to assess upside potential without knowing the major assets in detail

One positive is the bid has forced KBC to come out with more information about it's investments and with the stock in the spotlight it might be less likely to trade at a fat discount to NTA.

An example of a similar successful takeover trade was Thakral Holdings (THG). At the time, the share price traded above the offer price but well below the NTA (THG was a property business). In short it was worth paying above the bid price betting the bid would be increased. I'm not so convinced this is as straight-cut at KBC given the rubbery NTA and motives of the bidder and target. 

So anyway, so while the upside is pretty good given that all of the NTA figures are above the current price not even mentioning franking credits, the situation is messy and potential plenty of downside if the offer falls over. I'm leaving it alone.

Kristian 

Disclosure: no position in KBC

Please get in touch! I am always on the lookout for interesting stock ideas, with a particular emphasis on deep-value, growth companies run by outstanding management and arbitrage opportunities. 

Monday, 23 December 2013

AIMS Property Securities Fund (APW - previously MPS)

One last post before Christmas. I have discussed APW/MPS extensively in previous posts and I expect to provide a more detailed update regarding the NTA in the new year - the NTA ought to be slowly creeping up thanks to the buy-back, St Kilda Road recapitalisation and the APN Regional Property Fund to name a few factors. 

For today, let's focus on the distribution announcement:

1. A total distribution of 0.15c will be paid, record date 31 December. 

The distribution is made up of 0.099c plus a special distribution of 0.051c. So a ~0.1c quarterly distribution equates to an annualised rate of 0.4c. Some people were expecting 1c. I thought this was un-realistic: a chunk of the underlying investments aren't paying distributions, so expecting a total distribution of ~$5m p.a. just isn't feasible at this point. If management get on with re-working the portfolio then much higher levels of distribution are possible in the future. 

The payment date is an un-necessarily distant ~21 March.

2. A Dividend Reinvestment Plan (DRP) has been activated.

This is bonkers. A DRP means new units will be issued at a 3% discount to the unit price. The unit price is already a massive discount to NTA. So the DRP is simply another capital raising at a massive discount to NTA. To make things worse, APW has no debt and has excess cash: it simply does not need the cash. 

Why management feels the need to conduct a DRP is beyond me. Why do they need to issue more scrip when at the same time they are buying-back stock? One reason might be that George Wang/AIMS want to increase their % of shareholding on the sly. The other reason might be that these guys are simply incompetent. If I'm missing something, please let me know and I will retract my words. 

I will be seeking a reason from management.  

In the meantime, please have a merry Christmas and safe new year.

Kristian

Disclosure: own APW

Please get in touch! I am always on the lookout for interesting stock ideas, with a particular emphasis on deep-value, growth companies run by outstanding management and arbitrage opportunities. 

Wednesday, 18 December 2013

RHG Ltd (RHG)

RHG has been a great trade this year, yet has gone to sleep since Cadence withdrew their bid in October. The scheme meeting to vote on the remaining bid (AMAC) was held today which predictably was overwhelmingly voted in favour of. 

This means that eligible RHG shareholders will be paid 50.1c cash ~ 8 January. 

Would love to have more trades like this. 

Kristian 

Disclosure: own RHG

Please get in touch! I am always on the lookout for interesting stock ideas, with a particular emphasis on deep-value, growth companies run by outstanding management and arbitrage opportunities. 



FSA Group Ltd (FSA)

Please note this article has been written Nigel Littlewood, who is also not currently licensed to provide financial advice. Disclosure: Nigel Littlewood and Kristian own shares in FSA.

In June I wrote an introductory piece on FSA group when the stock was trading around 75c., followed by another update when the stock was ~$1. Yesterday the company provided an earnings upgrade. FSA has been the only earnings upgrade we have seen in this market of late, so it's most encouraging.

Tim Maher the CEO is now predicting full year NPAT growth between 12-18%. This is a healthy jump on the circa 10% growth rate expected a few months back. It appears the first half has been particularly strong on the back of growth in the business lending division.

So my numbers suggest the stock is trading around 12x at the current price of $1.28 and an expected NPAT of circa $12m. The market has moved from pricing this stock cheaply to a much fairer multiple and indeed priced for some growth.

I expect a dividend of 6c fully franked this financial year (might be 5c) providing a running yield of 4.7% if I’m correct.

While the easy money has been made this is (in my view) a quality small cap which, is growing. Its balance sheet is sound and management is very competent while being appropriately incentivised by large shareholdings.


In the event that FSA’s new products find traction this year the stock can grow into the future but the risk profile has changed with its more aggressive multiple.

Friday, 13 December 2013

Galileo Japan Trust (GJT)

I briefly mentioned GJT in a previous post when they were working through a major re-capitalisation. I bought some units in the re-capitalisation and some more recently as the price has retreated. The current price of $1.43 implies a tax-deferred distribution yield of 10.5% p.a. It's pretty rare to see a double digit yield these days - that's over four times the RBA cash rate! 

In addition, GJT trades at a big discount to the NTA of $2.16, so potentially there is the double whammy effect of earning a big income yield and capital appreciation via a closing of the NTA gap. Imagine the NTA gap being mostly closed over the next three years to $2. The compound rate of return including distributions is 21.3% p.a.; double the long term average of the Australia stock market. This assumes constant currency and no growth in income or property values. 

It also assumes there is nothing actually wrong with the fund. That could prove to be a very big assumption. There are plenty of reasons to doubt GJT, so in no particular order, let's look at some of the potential issues. 

Currency Risk

GJT is un-hedged so investors are exposed to the Japanese Yen (JPY). There are no plans to hedge the portfolio - management noting the key reasons of not wanting capital tied up in hedging and the desire to get back to LPT '101' (Listed Property Trust - what REIT's were formally called) and offering a plain vanilla product to investors without complex hedging products.  

If JPY drops versus AUD, you lose. Vice versa. Here is a five year chart of AUDJPY:  


The AUD has appreciated approximately 50% against JPY. That was a little bit eye-brow raising. As an aside, I ran similar graphs for AUDUSD, AUDGBP and AUDEUR: 



The AUD has been a standout performer, however it started to slide against the GBP and EUR and to a lesser extent USD (although as I continue to edit this blog, the AUD has dropped about 2c v USD). Interestingly, it has held up relatively well against JPY. Key point: substantial currency movements have been known to occur. The 'steady' currency assumption is false. 

Japanese Macro Environment

Ageing population, extremely high public debt and deflation all come to mind when thinking about Japan's economy. Respected hedge fund manager Kyle Bass is famously extremely bearish on Abe's money printing policy. This is not a macro focussed blog and there are far smarter people than me commenting on the macro situation and I will not venture an opinion on this. 

Inflation can be superb for property investors: for example did you know a lot of McDonald's success is built on its property empire, created through debt and rising asset prices? Deflation however creates a huge problem for leveraged property investors: the NTA shrinks even faster than the deflation rate. GJT is 59% geared.  

Both GJT and Astro Japan Property Group (AJA) management are reporting a moderating in declining property values. There have even been the odd signs of increases in property values with the leader being A-Grade central Tokyo office property and a decrease in vacancy rates. Still, Japan has been in a bear/deflationary market for 20 years and it would be naive to think is no longer a risk just because of some tentatively positive signs. 

Square Peg, Round Hole

Last week I and some colleagues met with the managers of RNY Property Trust in New York. RNY and GJT both mostly hold non-prime real estate in foreign countries to Australia. Both vehicles aren't really a natural fit for out-of-the-way Australia, so closing the NTA gap may prove difficult unless there are more recapitalisations or asset sales, which don't appear to be on the radar following our discussions with GJT. These types of vehicles were set-up pre GFC and clearly there is a risk that locals offloaded dud assets to foreign (Australian) investors. 

And there are structural differences. GJT's debt is 59% versus the preference in Australia for gearing of 30-40%. Japanese REITs have debt levels averaging 60%. In Australia, commercial rents typically include CPI or 3-4% annual rent increases. It's done different in Japan: tenants are incredibly hard to evict and typically stay there for very long periods of time. It's not kosher for a business to change office location. Rent reviews, both up and down are done periodically causing the market to be a lot more fluid than Australia. For an Australian concerned about deflation, the structure of the Japanese market is a legitimate concern.  

Interestingly, Japanese listed REITS tend to trade at a premium to NTA.  The average yield has decreased from 6% (December 2011) to the current 3.8% p.a. So this is kind of odd with GJT trading at a big discount here in Australia.  This could open the arbitrage possibility of shifting GJT to Japan somehow. This option hasn't been ruled out. 

Further Property and Income Declines

I've already touched on this, however it's an incredibly large source of risk (and upside potential if values move up). Following the GFC, property values first started declining thanks to the cap rates increasing. Further property write-downs were then caused by shrinking income (lower income applied to the same cap rates equates to lower property valuations). The property declines have been dramatic: 2010 $58m, 2011, $41.8m. 2012 $40m, 2013 $10m. My case for investing in MPS was to buy when the write-downs had completed. Buying at a big discount to NTA when the NTA is still shrinking is not a smart move in my experience.

Income might also shrink if vacancy rates rise: GJT has an occupancy of 99%, which is significantly better than commercial space in general. I understand management have been very active in ensuring properties remain tenanted. I think this is smart: vacancies aren't a good look and give remaining tenants fire-power to negotiate down rates.

GJT v AJA 

I presented a basic comparison in my first post. One of the key differences is the debt repayment: AJA is paying down debt at a faster rate which means there is less available cash for distribution; hence why the payout ratio is 43%. GJT are not paying debt as fast and has a much higher payout ratio of 89%. There are pros and cons to each strategy. For my simple way of thinking, I like the higher payout ratio because it means I am receiving AUD much faster (lowering the risk of the investment) and as we know, dividends are such an important part of the Australian psyche, so a very healthy and sustainable yield is likely to act as a ballast for the unit price.

Summary

There are plenty of potential issues. But there is also plenty of upside. I own a small position and would love to add more if I get more comfortable risks start dissipating and/or the price moves down further.  

Kristian 

Disclosure: own GJT

Please get in touch! I am always on the lookout for interesting stock ideas, with a particular emphasis on deep-value, growth companies run by outstanding management and arbitrage opportunities.