This website presents my analysis of macro economics trends and individual companies.

Sunday, August 21, 2011

Pinetree Capital (TSX: PNP)

Closed-end funds that trade at significant discounts to their net-asset-value are always valuable places to find deeply-discounted investment prospects.  Around this time last year I pointed out Aberdeen International (TSX: AAB) which worked out as a short-term double for me.  Now, one year later lets re-live that trade but this time with Pinetree Capital (TSX: PNP).  Like Aberdeen Int. they invest in other publicly traded companies mainly within the Canadian junior resource sector with a bias towards exploration stage precious metal companies.

Quantitative Highlights:
  1. P / B = 0.46 (based on the NAV = $3.46 /sh as of Jun. 30, 2011 & share price of $1.67 on 19-Aug-11)
  2. PNP is nearing the cyclical low on a share-price to gold-price ratio. (see chart below)
  3. Avg.  SGA Expense (w/o performance bonus comp.) / Assets = 2.2% : So they are like a hedge fund that charges 2% of AUM and performance fee of 10% of gains above high-water-mark.
  4. Debt of 17% of assets is composed of a convertible debenture & margin debt due to broker.  There is no mention of any debt covenants that could cause immediate problems.

Source:

Qualitative Highlights:
  1. CEO owns  8% of shares
  2. CEO compensation is: $1m base salary & 10% of gain in book-value over the course of the year or from high water-mark.  Since the high water-mark was reached at $4.14 / sh the CEO will probably not be getting a bumper bonus until the share-price goes up 150%.  In 2010 he received $32m in bonus.
  3. Gold itself is breaking-out to new all time highs while the precious metal stocks are being pulled down by the stock-market in general.  This is creating a very attractive entry point for taking a position in this intrinsically undervalue stock which in addition also has a tail-wind to propel their underlying investments higher.  
  4. PNP has initiated a share buyback program as announced recently.
  5. Because Pinetree Capital would be considered a PFIC in the US, one should take this into account if investing in it.
Conclusion:
Pinetree Capital is a balance sheet based deep-value investment opportunity that has a good chance of a double or triple.  An exit point could be when the share price is P/B~0.8 or based on the indicator of PNP price / Gold price ratio.

Saturday, July 30, 2011

Case Study: Oceanfreight (OCNFD)

Continuing with my discussion on the dry bulk shipping industry, here is a case study on the example of Oceanfreight (OCNFD) which Dry Ships (DRYS) agreed to purchase.


From an earnings point-of-view, OCNFD was not that strong of a company as BALT and PRGN.  But, with that said this gives a benchmark on what the market is willing to pay for these guys if they fall on themselves.  Also, it is instructive for calibrating ones margin of safety or expected return threshold.

 

Paragon Shipping (PRGN) & Baltic Trading (BALT)

Due to the slowing economy, overbuilding of dry-bulk ships and consequently a low Baltic Dry index, the dry bulk shipping company's share prices are down considerably.  From a liquidation-value point-of-view, there are two companies I have identified as being quality value-opportunities.  Since most of a dry-bulk shipping company's assets are its PPE (property plant equipment) one needs to start by getting resale values for the ship-fleet they have.  Luckily, one such source is available of recent dry-bulk ship sales as of Jan. 2011.  (UPDATE: A more up-to-date listing of recent dry bulk ship sales can be found in the Fearnley Weekly - Dry Bulk report)  Based on this I arrive at an approximate liquidation value for each of these companies.  What makes them attractive are their:

  1. Young dry-bulk ship fleet:  The younger the ship is the lower the operating costs are (due to less maintenance needed) and the higher the resale value is.
    1. Baltic Trading : Avg. age 1yr
    2. Paragon Shipping : Avg. age 7.7yrs
  2. Management teams are not doing terrible jobs.

Liquidation Valuations:

*Financial numbers as of Mar 2011 filing.

Share Prices


Debt Levels & Covenants
Special attention should be paid to the debt levels and attached covenants for each of these companies.  Once 2Q financials are release I will present such information.

Historical Look at Baltic Dry Index

 source:

The index is currently at historically low levels and as we can see it usually does not stay that low for more than a year.

Conclusion:
The shipping industry is a difficult business that is notoriously cyclical and capital intensive.   Using a discount to liquidation value, a downside protected investment entry point can offer an attractive investment opportunity as dry-bulk shipping condition revert to the mean.  The main point of interest though is picking investment candidate with the low chance of going out of business but providing a margin of safety allowance in the event they do.

Disclosure: 
Thus far I have no position in either PRGN or BALT.

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Update: (27-Aug-11)

Since their 2Q2011 financial release Paragon Shipping has paid down a portion of its debt bringing their debt / asset ratio down to 34% from 39% in Dec-10.  Their liquidity position is $45m cash, $28m in Box Ship shares (3.44m shares of TEU) against $42m in current liabilities.  Yet, the share prices has continued to deteriorate.  When the PRGN share price is normalized to the Baltic Dry Index one can see just how see the degree it is undervalued by.
Source:

The updated liquidation value breakdown is as follows: 

Here I have been even more conservative than before and taken an additional 33% discount to the liquidation ship-value in order to bring the valuations down to the comparable low levels seen in Jan-2009. 

Below is a historical look at the resale price for 10yr old Panamax ships which can be used to put in perspective what the additional valuation downside can be.

Cash-Flow:


The 2Q2011 Avg. Daily Vessel Revenue was $25k but will continue to fall as 6 charters will reset between now and June 2012.  If all these were to reset to $10k the avg. Daily Vessel Revenue would fall to $15.4k as is calculated here:
In such a scenario the revenue would cover operating expense and interest expense but be insufficient to amortize the loans outstanding at the prescribed repayment schedule.  The short-fall would amount to $9m annually.  However, with approximately $58m in TEU shares & Box loan, they could conceivably fund this short-fall through the downturn.

In addition, the loan covenant debt / EBITDA < 5 or 6 is initially violated at the daily-revenue thresholds of approximately $21k and $19k, respectively.  In the above scenario, with daily-revenue of $15.4k, this covenant would need to be renegotiated.  The EBITDA / Interest Expense > 2.5 covenant would be violated if daily-revenue falls below approximately $14k.

Before year-end Paragon Shipping will take delivery of two Handysize vessels which will require a payment of approximately $40m on-top-of the cash advance they already made of approximately $20m.  They expect to pay the $40m using their credit-line. 
Source: 20-F

Industry:
The market supply of drybulk carriers has been increasing, and the number of drybulk carriers on order is near historic highs. These newbuildings were delivered in significant numbers starting at the beginning of 2006 and continued to be delivered in significant numbers through 2010. As of January 2011, newbuilding orders had been placed for an aggregate of more than 49% of the current global drybulk fleet, with deliveries expected during the next four years. (SOURCE: 2010 20-F)

To put this into context, if the age of drybulk carrier's age were evenly distributed and they are scrapped at 25yrs than four years should have a 16% (4 * 1/25) newbuild order-book.  One or some combination of these three things must happen:
  1. Volume of dry-bulk shipping increases.  This is unlikely considering the state the world finds itself in.
  2. Many of these newbuilds will be cancelled.
  3. Scrapping will increase.
Terms of Paragon Shipping Loan to Box Ship (TEU)
 Unsecured Credit Facility with Paragon Shipping
Upon the completion of this offering, we will enter into an unsecured credit facility with Paragon Shipping of up to $30.0 million, of which we will draw down $26.1 million to partially fund the acquisition of our Initial Fleet and expect to draw most or all of the remaining borrowing capacity under this facility to meet the minimum liquidity of $8.0 million required under our Credit Facilities as of June 30, 2011. This facility will bear interest at LIBOR plus 4.0% and amounts drawn will be repayable in full by the second anniversary of the closing of this offering.

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Update: (14-Sep-11)

Since the last update the Baltic Dry Index has gone up off its lows yet PRGN is still drifting lower.  This has sent the PRGN / BDI ratio to a 3yr low.  It seems the problems in Greece are weighing on the Greek shipping companies.  However, this goes against the fundamentals because these international shipping companies do not have counter-parties in Greece.

Still No position to disclose.


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Update: (12-Feb-12)
Due to the continued deterioration of Paragon's fundamentals and the reduction in their margin of safety, particularly related to cash-flow and debt covenant issues, my interest in PRGN has waned.  However, my interest in the beaten-up shipping sector still exists as I continue to follow other shippers, such as Euroseas, with stronger balance sheets and able to take advantage of the downswing in the cycle to purchase ships at these low prices. 

Below is a long-term shipping index chart showing just how volatile the industry can be.
Source: Maritime Economics, 3rd edition, 2009

Kura Corp. (TYO: 2695)

With the decades long deflation and the recent natural disasters in Japan, stock prices have continued to stagnate as have many of the companies earnings. These circumstances have made Japan potential fertile ground for value hunters and in some cases futile ground for those early entrants (e.g. Jim Grant). One such candidate of a quality company with thriving fundamentals yet a stagnating share price is Kura Corp. (2695).  They are an operator of a low-cost conveyor belt sushi chain with a laser-point focus on efficiency via automation.  From Oct. 2005 to Mar. 2011 the tangible book-value per share has  gone up 102% while the share price has  decline 42%.   During this time, mFCF-ROE (maintaining-free-CF / Equity) has averaged 24% while the sustaining reinvestment needs (e.g. maintenance CapEx) has averaged a low 27% of CFO (cash flow from operations)*.  Such a large free-cash-flow has allowed Kura to self-finance its expansionary CapEx program which doubled their restaurant count from 147 to 280 during this time period.  Based on my analysis I contend that Kura Corp. is a high-quality-value investment since it is a quality company, competent management, leader in its industry, good ROA, and good growth characteristics.

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*The assumption here is the effective depreciation life of their PPE which I took to be 15yrs. This number is more conservative than the implied maintenance-CapEx as derived from their financials or 25yr dep life. (As a comparison, McDonald's PPE has a 25yr depreciation life) This figure can be derived by taking the gross-PPE divided by the total number of stores at year-end in order to get a rough estimate of how much one store costs to build. Thus, the (expansion-CapEx) = (gross-PPE / stores) * (# of stores added).

Using the following equations you can get maintaining-FCF:

(Total CapEx) = (m-CapEx) + (exp-CapEx)
(m-FCF) = (CFO) - (m-CapE)
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Quantitative Highlights:


Valuation:
The 3yr avg. equity growth rate is currently 14%.

 
Here 'normalized PE' is the current share price divided by the 8yr average (maintaining-FCF / Equity) * Equity.


Returns:
Qualitative Factors:

  1. CEO owns +10% of company stock. (see below for other large shareholders)
  2. Kura is the low cost operator in the conveyor-belt sushi business.
  3. Industry: About 4,000 kaiten sushi restaurants operate in Japan with industry-wide annual sales of around $5 billion. Cheap sushi operations owe their existence low-priced imported seafood which cost considerably less than domestically-caught seafood. These imports include farmed Atlantic salmon, whose fatty taste and orange color is said to appeal to women, octopus from Morocco, shrimp from Southeast Asia and sea urchin from South America.
  4.  Competition:
    1. Alkin-Sushiro 
      1. Avg. Gross Margin 50%, 
      2. Avg. Net Margin 1.8%
      3. Avg. ROE = 7%
    2. Genki Sushi (9828)
      1. Avg. Gross Margin = 60%
      2. Net Margin has trended down to below 0%
      3. ROE is negative
    3. Kappa Create (7421)
      1. Avg. Gross Margin 61%, 
      2. Avg. Net Margin 2.3%
      3. Avg. ROE = 13%
    4. Compared to Kura Corp.
      1. Avg. Gross Margin 51%, 
      2. Avg. Net Margin 3.5%
      3. Avg. ROE = 13%
    5. Since Kura clearly has the lowest gross margin and highest net margin, this would support the low-cost producer hypothesis. 
  5. Kura Sushi is currently expanding into the US with 3 restaurants thus far under the banner Kula Sushi.  I have been to the Irvine location and it seats about 40 - 50 people (much smaller than the Japan counterparts which seat nearly 200).  Business is good with wait-times 30 minutes or more during peak hours.
    1. Irvine CA
    2. Costa Mesa, CA
    3. Rowland Heights, CA
  6. Kura Corp. stated growth objectives
  7. Newspaper accounts of Kura Sushi:
 NY Times article from Dec. 30, 2010 on Kura Sushi  

 SAYAMA, Japan — The Kura “revolving sushi” restaurant chain has no Michelin stars, but it has succeeded where many of Japan’s more celebrated eateries fall short: turning a profit in a punishing economy.

Efficiency is paramount at Kura: absent are the traditional sushi chefs and their painstaking attention to detail. In their place are sushi-making robots and an emphasis on efficiency.

Absent, too, are flocks of waiters. They have been largely replaced by conveyors belts that carry sushi to diners and remote managers who monitor Kura’s 262 restaurants from three control centers across Japan. (“We see gaps of over a meter between your sushi plates — please fix,” a manager said recently by telephone to a Kura restaurant 10 miles away.)

Absent, too, are the exorbitant prices of conventional sushi restaurants. At a Kura, a sushi plate goes for 100 yen, or about $1.22.

Such measures are helping Kura stay afloat even though the country’s once-profligate diners have tightened their belts in response to two decades of little economic growth and stagnant wages.

Many other restaurants and dining businesses in Japan have not fared so well. After peaking at 29.7 trillion yen in 1997, the country’s restaurant sector has shrunk almost every year as a weak economy has driven businesses into price wars — or worse, sent them belly-up. In 2009, restaurant revenue, including from fast-food stores, fell 2.3 percent, to 23.9 trillion yen —20 percent below the peak, according to the Foodservice Industry Research Institute, a research firm in Tokyo.

Bankruptcies have been rampant: in 2009, 674 dining businesses with liabilities of over 10 million yen went under, the highest number in the last five years, according to Teikoku Data Bank, a credit research company.

In November 2009, Soho’s Hospitality, the company behind celebrity restaurants like Nobu and Roy’s, filed for bankruptcy. Roy’s is now run by another company, while Nobu’s chef, Nobu Matsuhisa, has opened a new restaurant elsewhere in Tokyo with Robert De Niro.

Along with other low-cost restaurant chains, Kura has bucked the dining-out slump with low prices and a dogged pursuit of efficiency. In the company’s most recent fiscal year, which ended on Oct. 31, net profit jumped 20 percent from the same period a year earlier, to 2.8 billion yen.

In the last two months alone, Kura has added seven stores.

“If you look at the restaurant business, consumers are still holding back because of employment fears and falling incomes, and there’s no signs that will change,” said Kunihiko Tanaka, Kura’s chief executive, who opened Kura’s first sushi restaurant in 1995. “Amid these worsening conditions, our company feels that consumer sentiment matches, or is even a tail wind” to the Kura business, he told shareholders earlier this year.

The travails of Japan’s restaurant industry, and the changes in Japanese dining habits, may be among most visible manifestations of how Japan’s “bubble economy” excesses in the 1980s have given way to frugal times since the bubble burst in 1990.

With wages weak — average annual private sector pay has fallen 12 percent in the last decade, to 4.05 million yen, or about $49,300, in 2009 — the Japanese now spend less on eating out. An average single-person household spent 163,000 yen on dining in 2009, 27 percent less than in 2000, according to detailed budget surveys compiled by the Ministry of Internal Affairs.

In a survey by Citizen Holdings, the watchmaker, of 400 men in their 20s to 50s, the average time spent at cafes and restaurants plunged from 7 hours and 52 minutes a week in 1990 to 2 hours and 25 minutes in 2010.

An aging population is also depressing restaurant sales. More than one-fifth of Japan’s population is already over 65, and surveys indicate that older people tend to eat out less. The population is also shrinking, reducing the restaurants’ potential customer base.

Meanwhile, Japanese companies have cut back sharply on their entertainment expenses, further hurting restaurant sales. Total corporate spending on dining and entertainment has halved from a peak of 9.5 trillion yen in 1991 to 4.8 trillion yen in 2008, according to data from the National Tax Agency.

“The restaurant industry here is so linked to the state of the economy, and that’s why we’re seeing this decline,” said Munenori Hotta, a food service industry expert at Miyagi University in Japan. “In this climate, even top restaurants are having to moderate their prices to keep attracting customers,” he said.

Japan’s dining-out boom had its roots in the 1970s and 1980s, as incomes grew and rural populations flocked to big cities. So-called family restaurants brought cheap, Western-style food to the masses flourished in that era. So did American fast-food chains, which were considered novel at the time. Kentucky Fried Chicken opened its first restaurant here in 1970, followed by McDonald’s in 1971.

At the other end of the price range, a new generation of wealthy Japanese savored imported French wines at lavish restaurants. By 1986, there were 503,088 restaurants across Japan, according to records from the Internal Affairs Ministry. That was nearly double the number from 15 years earlier — and was more restaurants than now operate in the United States, which has more than twice the population of Japan.

After the bubble burst in 1990, new low-cost restaurant chains that offered pizzas for as little as 400 yen, or $4.86, started to spread across Japan, and restaurateurs spoke with alarm of ready-made, convenience-store meals that were siphoning off sales.

In the depths of the slump, in 1995, Mr. Tanaka started a company based on serving quality sushi on the cheap.

His idea of using conveyor belts to offer diners a steady stream of sushi on small plates was not a new one; an Osaka-based entrepreneur invented such a system in the late 1950s. But Mr. Tanaka set out to undercut his rivals with deft automation, an investment in information technology, some creativity and an almost extreme devotion to cost-efficiency. In Japan, where labor costs are high, that meant running his restaurants with as few workers as possible.

Instead of placing supervisors at each restaurant, Kura set up central control centers with video links to the stores. At these centers, a small group of managers watch for everything from wayward tuna slices to outdated posters on restaurant walls.

Each Kura store is also highly automated. Diners use a touch panel to order soup and other side dishes, which are delivered to tables on special express conveyor belts. In the kitchen, a robot busily makes the rice morsels for a server to top with cuts of fish that have been shipped from a central processing plant, where workers are trained to slice tuna and mackerel accurately down to the gram.

Diners are asked to slide finished plates into a tableside bay, where they are automatically counted to calculate the bill, doused in cleaning fluid and flushed back to the kitchen on a stream of water. Matrix codes on the backs of plates keep track of how long a sushi portion has been circulating on conveyor belts; a small robotic arm disposes of any that have been out too long.

Kura spends 10 million yen to fit each new restaurant with the latest automation systems, an investment it says pays off in labor cost savings. In all, just six servers and a minimal kitchen staff can service a restaurant seating 196 people, said a company spokesman, Takeshi Hattori.

“Its not just about efficiency,” Mr. Hattori said. “Diners love it too. For example, women say they like clearing finished plates right away, so others can’t see how much they’ve eaten.”

Traditional sushi chefs have not fared so well, however. While the overall market for belt-conveyor sushi restaurants jumped 42 percent, to 428 billion yen, in 2009 compared with 2003, higher-end sushi restaurants are on the decline, according to Fuji-Keizai, a market research firm.

“It’s such a bargain at 100 yen,” said Toshiyuki Arai, a delivery company worker dining at a Kura restaurant with his sister and her 3-year-old son. “A real sushi restaurant?” he said. “I hardly go anymore.”

    Gizmo Article from Jan. 5, 2011 on Kura Sushi

    Kura, a sushi chain in Japan, has found a way to efficiently run their restaurant and make a profit in Japan’s highly completive economy; with robots.

    Instead of having traditional sushi chefs, they have been replaced by robots that quickly make sushi and place them on conveyer belts that bring them to customers. And instead of having restaurant managers, Kura uses three control centers that monitor Kura’s 262 restaurants with live feed monitors. These allow them to monitor anything from a shortage in salmon rolls to the gaps in between sushi plates.

    It is this efficiency that has allowed Kura to stay running even through others have struggled in Japan’s stagnant economy. In fact, Kura has resisted the economic slump with profits that rose 20 percent from last year, to 2.8 billion yen.

    Naturally, the rest of the store is automated as well. Diners interact with touch screens to order their meals which are quickly delivered to them via conveyer belts. The sushi robot forms rice morsels which are topped with fish shipped from a central plant. After they are finished, diners put there finished plates in table-side slot where they’re quickly scanned to their bill. The dishes are then automatically cleaned and sent back to kitchen for use again. The bar codes on the bottom of plates also allow the restaurant to keep track of how long sushi has been circulating for too long and if so is quickly taken of the line by robotic arm.

    The connectedness of everything allows the order prioritization as well. The touch screens at the table are connected with a computer screen that greets customers at the entrance as well a main system computer. It calculates how heavy the traffic as and sends sushi to those who have been sitting and are hungry faster than those who have slowed down and are less of a priority.

    An added bonus for diners is that if they put 5 plates into the slot, they have a chance to win a slot machine kind of prize.

    “I usually eat 8 or 9 plates by myself, but since springing for just one or two more plates gives me a go at the slot game, I'd usually end up doing it. That’s just a buck or two from me, but multiply that across tens of thousands of customers, and that probably is a significant bump in revenue.”

    It costs about 10 million yen ($120,000) to install the automated system into their restaurants says company spokesman, Takeshi Hattori. However the investment pays off in labor cost savings. “In all, just six servers and a minimal kitchen staff can service a restaurant seating 196 people.”
    The automated system has also allowed completive prices with a plate of sushi for only 100 yen ($1.22)
    “It’s such a bargain at 100 yen. A real sushi restaurant? I hardly go anymore.” 

    Conclusion:

    Based on my analysis I consider Kura Corp. to be a high-quality-value investment (i.e. quality company, good ROA & growth potential with strong competitive advantage) yet trades at half to a third of what it ought to.

    Appendix:

    Tuesday, September 7, 2010

    Aberdeen International (TSX: AAB) Part 2

    Incentives
    As mentioned in the previous post, management's actions regarding accretive issuance and repurchasing of shares have been exemplary in adding shareholder value.  However, the general incentive structure of the company and its associates at Forbes & Manhattan is less remarkable and unfortunately much to similar to those that pervade Wallstreet.  AAB uses the policy of awarding large incentive bonuses for success but no symmetrical downside exposure for failure.  One can argue that management does have some downside exposure through their equity ownership in AAB but even that is tenuous because if they were stock grants originally then the individual has none of his own capital at risk.  For example, according to the most recently filed Proxy Circular,
        "Executive officers are also eligible to receive a bonus based on the performance of the Corporation’s portfolio; and the Corporation has established a practice of paying aggregate performance bonuses equal to 10% of any realized gains."  
    Thus, even if there is a net-realized loss, management will still receive a bonus for any investment that realized a gain.  For example, in fiscal year ending Jan. 2010 incentive pay of at least $1.8m was awarded while AAB recognized a $4.6m net-realized loss.


    Simmer & Jack Loan
    One of the items on AAB's balance sheet is an outstanding loan, held as an asset in the amount of $10m, that management of AAB is currently in litigation to force collection of from Simmer & Jack.  According to AAB
        During the fourth quarter of fiscal year 2006, the Company loaned US$10,000,000 to Simmer and Jack Mines, Limited (“Simmers”). The loan had a three-year term maturing December 31, 2008, a 3% coupon at gold prices up to US$400 per ounce (2.5% at gold prices above US$400 per ounce) and a net smelter royalty (“NSR”), tied to the price of gold, ranging from a 0.5% NSR at US$300 per ounce to a 4.75% NSR at gold prices of US$750 per ounce or higher, on a graduated scale. The NSR was payable against gold produced from Simmers’ northwest assets and included First Uranium Corporation’s (First Uranium”) Mine Waste Solutions tailings recovery operation. 
        The loan also had an option that allowed Aberdeen to call for its conversion into equity of Simmers at ZAR 0.80 per share at any time from January 1, 2007 to December 31, 2008, subject to Simmers shareholders’ approval. On October 16, 2008, the Company called for conversion to equity and a shareholder vote was held on February 16, 2009, where the Simmers’ shareholders voted against the conversion as unanimously recommended by Simmers’ board of directors. As a result, it is Aberdeen’s position that the US$10,000,000 loan was due, as of its maturity date of December 31, 2008, and Aberdeen was entitled to a 1% NSR on the gold produced on the underlying assets starting October 16, 2008. In addition, it is the Company’s position that a payment of approximately US$1,363,000 is due from Simmers which is the interest and graduated royalty calculated at a rate of 4.75% on the gold produced between October 16, 2008 and December 31, 2008, the maturity date of the loan, in addition to a 1% NSR royalty on gold produced starting October 16, 2008.
        However, it is Simmers’ position that the request for conversion into equity has caused the loan facility to terminate, ending the remaining graduated royalty payment and forfeiting repayment on the US$10,000,000 principal and remaining interest payments. Accordingly, Simmers’ management contends that the shareholder vote to deny the conversion request has resulted in Aberdeen receiving only the 1% NSR, but not the US$10,000,000 principal.    
    Aberdeen’s balance sheet, as at April 30, 2010, reflects Aberdeen’s interpretation of the agreement. As a result, the US$10,000,000 ($10,158,000) loan was still outstanding at April 30, 2010 and is recorded on the balance sheet. In addition, as at April 30, 2010, the Company had recorded receivables from Simmers and First Uranium totaling US$1,626,434 ($1,652,132). This includes the amount related to the interest and graduated royalty for the period between October 16, 2008 and December 31, 2008. It is Simmers’ contention that these amounts are not due.
     Turning now to the actual Loan Agreement from March 30, 2006 we find the following:
    2.10 Conversion of Facility. The Borrower acknowledges that the Lender, in its sole discretion, has the option at any time following the one year anniversary of the first Advance, to convert the amount of the Facility outstanding to ordinary shares of the Borrower at a  conversion rate of  RandO.80 (eighty cents) per ordinary share, subject to the approval of the shareholders of the Borrower. In the event that the approval of the shareholders of the Borrower has not been  obtained within a reasonable period of time, the Lender shall be entitled to a 1.0% net smelter royalty on gold produced from the Borrower's Northwest assets (all properties held by the  Borrower through Buffelsfontein Gold Mines Limited, listed in Schedule "B", will be subject to a net smelter royalty in favour of the Lender with the royalty being calculated on the revenue of those properties), which is in addition to the net smelter royalty referred to in Section 2.9, with such additional royalty to be payable in perpetuity.
    Although I am not an expert in law I would interpret the loan conversion in the same way that Simmers & Jack Ltd did.  Consequently, in my analysis I would henceforth write-off the value of this loan on AAB's balance sheet.  We shall find out how the courts in S. Africa will rule on this matter by late November, 2010.

    Conflict of Interest Example
    Although it is clearly disclosed that the potential for conflicts of interests exist between F&M, AAB and their subsidiary investments through cross-directorships, cross-management, cross-dealings and such, one should monitor these deals to make sure that none of them are being excessively exploited to the detriment of shareholders.  One could argue that the fees that Mr. Stan Bharti is pulling from each of these investment subsidiaries is excessive or one could say that they are compensation for consulting services that F&M is performing.  It is hard to say without knowing explicitly what the services are so I will leave that as an open question.  However, I did find another clearer example of a conflict of interest within the filing of Dacha Capital (TSX: DAC). 
    During the fiscal year ended March 30, 2010, Dacha entered into an agreement to loan Forbes & Manhattan Asset Management Corporation (“FAMCo”) up to $3,500,000. FAMCo is an asset management company with a business plan to identify and acquire other Canadian asset managers which FAMCo assesses as undervalued. A director of Dacha is also a director of FAMCo. As at March 31, 2010, the Company had advanced $2,937,493 to FAMCo. The amount outstanding was originally due and payable on April 30, 2010 and has been secured against assets held by FAMCo under a secured debenture loan agreement. Interest on amounts outstanding under the debenture accrue at a rate of 12% per annum, payable on maturity. Dacha has the option, exercisable at any time, to convert the principal amount outstanding under the debenture into 33% of the outstanding equity of FAMCo as at the time of conversion.

    During the first quarter ended June 30, 2010, the Company extended the maturity date on the loan outstanding to FAMCo to April 30, 2011 and advanced an additional $52,500 under the facility. At June 30, 2010, the principal outstanding, with the additional advance of $52,500, totalled $2,989,993 and accrued interest totalled $165,836. The Company has agreed to advance an additional amount up to $310,000.

    FAMCo currently does not have sufficient assets to repay the secured debenture and has no operating cash flow to service the interest payments. The payment of interest on the secured debenture and the repayment of the principal are dependent on FAMCo’s successful implementation of its business plan.
    Considering that the sole purpose of Dacha Capital is to invest in rare-earth-metals and hold them as inventory, why are they loaning their precious money to FAMCo in the first place.  And furthermore, why would they lend to a company that "does not have sufficient assets"  nor "operating cash flow" to even service the interest payments on the debenture?  This deal this is a clear example of how Stan Bharti and F&M are using their position at Dacha to further their own interests at the expense of Dacha shareholders.  Unfortunate but true.

    Conclusion
    Despite these shortcomings, I would still see AAB as an attractive investment considering the large discount to NAV that it currently has.  However, as that discount diminishes, so will my interest in AAB.

    Tuesday, August 24, 2010

    Aberdeen International (TSX: AAB)

    Aberdeen International (AAB) is an combination investment bank, merchant bank, and venture fund that provides financial services, financing, and direct equity investments to small natural resource companies predominantly out of Canada.  AAB is a smaller image of the private merchant bank Forbes & Manhattan which AAB has a managerial relationship with.  The stock is attractive at a share price around $0.35-$0.40 for the following reasons.
    • Trades at roughly 1/3 of book value with no debt and few liabilities.  (See Figure 1)  Since the majority of its assets are investments in publicly traded stocks as well as accounts & loans receivable, only a small discount would necessary to reconcile the book-value with a conservative fair-value that you may choose.
    • Competent Management: Management has shown themselves to be adept at increasing shareholder value by both issuing share when they trade at a premium to book value and repurchasing them back when the shares trade at a discount to book value.  In 2007 the issuance of 75m shares at a P/B~2 more then doubled the book value per share.(See Figure 2 & Table 1)  Furthermore, when the share price collapsed in 2008-2010 and the P/B<0.3 they were able to repurchase 15% of the shares outstanding and intend to repurchase a further 8% of the shares outstanding before 2011.  This is an excellent case where the management is using share-price volatility and turning it into an asset.  Great job! 
    • Good Insider Ownership: Management owns 13% of the shares outstanding which gives further assurance that they will be acting in the best interest of shareholders.  This is enhanced even further by the insider's ownership interest in Forbes & Manhattan which shares many of the same investments with AAB.
    • Good Exposure to Precious Metals:  Most of their equity investments are with precious metals junior miners and some of these companies have an undervalued share price in their own right.  I am a firm believer in precious metals prices have a strong tail-wind and a lot more room to sail.  More can be said on this in further posts.  Their top publicly traded investments include:
      • Crocodile Gold (TSX: CRK) - A junior gold producer with operations in Australia.
      • Sulliden Gold (TSX: SUE) - A development stage junior gold company with a deposit in Peru.
      • Avion Gold (TSX-V: AVR) - A junior gold producer with operations in Mail, West Africa.
      • Dacha Capital (TSX-V: DAC) - Company that solely buys rare earth metals and stores them in anticipation of future price appreciation
    As for the downside risks:
    • Since the companies that AAB invests with and finances tend to be small and not necessarily cash-flow positive, the risks exists that the value of these investments will be unnecessarily dilute on a per share basis if the company 1) does not perform operationally and/or 2) is forced to finance itself by selling stock at inopportune times.  The AAB management has attempted to control these risks by participating at the director and/or management level of the companies they invest in.
    • Like management fees at closed-end funds, it is a good idea to keep tabs on the equivalent management fees they are paying themselves to make sure they do not become unreasonable.  As shown in Table 1, the SGA expense (selling, general, administrative which is inclusive of all booked management compensations) to total asset ratio gives us an upper bound on booked management fees relative to assets.  Averaging over the trailing 3yrs this ratios ranges from 2.7% - 4.9% per year.  I say booked management fees because with the share price trading at deep discounts to book value and the management issuing themselves quite a few options with strike prices at these very low levels, the booked stock-based compensation expense will be underestimating the true expense if fair value had been used instead.
    • There is litigation involving C$10m of AAB's loan receivables that it currently has on its balance sheet.   If this were to be fully written-off the P/B would still be quite low at around 0.4.

      Interviews:
      Here are a couple good interviews with the management of AAB and its associated company Forbes & Manhattan

      Charts & Tables:

      Figure 1: Simple visual representation of AAB's balance sheet exemplifies its strong nature and the large discount the market is placing on it.

      Table 1: A table which includes the values from Figure 1.


      Figure 2: Here we see how management has been able to increase the book value per share by opportunistically issuing shares when P/B is high and repurchasing share when P/B is low.

      Stock Screening Method:
      Conclusion:  Based on the above I think the downside risk is limited and the upside potential is attractive.  In a future post I will break-down each of AAB's  balance sheet items in more detail.

      Disclosure: I own shares in AAB

      About Me

      Los Angeles, California, United States
      Chris Rutherglen is a scientist and engineer by profession and pursues financial & investment analysis on the side. In 2011, he completed lever 3 of the CFA program.