Monthly Archives: May 2014

Quick check: Australian Vintage Ltd. (ISIN AU000000AVG6) – Deep Value Pearl or risky turn around Gamble ?

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A very persistent commentator asked me about my opinion on Australian Vintage, an Australian Wine producer. In between, Nate from Oddball covered the stock and seemed to like it as an asset play .

Optically, the company looks dirt cheap (Bloomberg):

P/E 7
P/B 0,3
P/S 0,3
Dividend yield 10,5%

When I look at such “cheap” companies, I start reading the only annual report and concentrate only on problems. I tend to avoid company presentations as they usually only show the positive stuff. A 30 minutes “speed” read of the 2013 annual report shows already some issues:

– goodwill, brand values and DTAs make up ~100 mn AUD of the book value plus another 50 mn AUD or so for biological assets and water rights
– the 2013 profit includes a significant “one-off” reserve release. without that, 2013 profit would have been some 40% lower or the P/E well into “double digits”
– the company carries significant debt and lease obligations, overall around 240 mn AUD in the 2013 annual report
– the directors salary is at ~ 3 mn AUD a significant portion of the profit
– on the other hand, directors own only insignificant amounts of shares (AUD amount of shares ~20% of total annual salary)
– operating cashflow has been negative in 2013, so the dividend has not been “earned”
– Depreciation is around 7 mn AUD per year, investments only 4-5 mn in 2012, 2013. This looks like “underinvestment”.
– most “hard” assets (inventory, property etc.) are pledged for the loans
– all subsidiaries are explicitly guaranteed by the Holdco, so all loans are fully recourse against any asset
– bank loan covenants exist, but are not clearly reported:

The Group is also subject to bank covenants with its primary financier as follows:
– Equity must be above $210 million.
– Gross profit and earnings before interest and tax must exceed pre-defined levels

– the bank loan facilites mature in 2015 and will have to be renegotiated
– there are “related party dealings” with companies of the CEO (purchase of grapes etc.)

In October / November 2013, they did a massive capital increase (42 mn AUD) in order to pay back debt. Some might argue this is a good thing, but paying large dividends and in parallel doing large capital increases is a very bad sign and very bad capital management (among others, they had to pay around 5% fees on the raised capital).

One observation with regard to the capital increase proespectus: On page 35 they show that the capital increase will increase earnings per share due to lower interest rate expenses. However they use a pretty obvious “trick” here: they use an “average amount” of outstanding shares, not the relevant final amount of shares. With the full amount of shares (232 mn) instead of the “average”, the capital increase would of course be “dilutive”.

The first 6 months of fiscal 2014 looked better on the bottom line, but again includes a big reserve release. Operationally, the first 6 months of 2014 were a lot worse than the year before, especially the US turned from an operating profit to a loss.

Some additional thoughts:

– As an Australian asset play, the Australian Dollar plays a big role. As a non Australian investor, I might have a operational upside if the AUD goes lower, but asset value as a EUR investor will be lower as well
– the UK supermarkets who are the major non Australian clients, are under a lot of preassure themselves. They will squeeze their suppliers as hard as they can and will demand lower prices if the AUD becomes weaker
– return on assets is very low. If the 10 Year treasuries yield 3.7% and Return on assets is far below that than the value of the assets ist most likely overstated by a large margin
– moving “upscale” is not easy. This needs even more capital (oak barrels, longer ageing = higher inventory etc.) and time.
– from the main brand “McGuigan”, you can buy in Germany only the Shiraz which is currently on sale (4,95 EUR vs. 5,99 EUR) and a “Sparkling Shiraz” at 12,95 EUR. To upgrade from that level will be hard…..
– finally, the Australian wine industry seems to be one of the clearest victims of climate change. Water will become much more expensive and many grapes might not grow so well in the future. This could for instance seveely reduce the value both, of the land and teh biological assets. This study for instance shows that Australie is hit hardest globally. If this will realize, everything, land, machinery and “Biological assets” would loose most of their value.

Overall I think the main issue is that the interests of the Management and shareholders are not really aligned in this case. Especially the CEO, whose max target bonus has by the way doubled for next year, seems to be far more interested in his salary than the shares and it looks like that the majority of his own investments seem to be outside the listed companies. Combined with the relatively risky financial profile, this is clearly a “deep value” case with a significant risk especially close to the 2015 maturity of the loans.

Opposite to Nate, I can see a lot of things that could go wrong here and either trigger another massive capital increase or even a bankruptcy. As I do not know a lot about the Australian Wine industry either, I think I would pass on this investment as it is extremely difficult for me to handicap the probabilities and would therefore be a quite “risky turn around gamble”. As I don’t have any experience with Australian liquidation rules, I would also be really careful to expect meaningful recovery rates for shareholders in case of a bankruptcy / restructuring. If for instance the loans would get into the hand of aggressive “vultures” like Oaktree, I would bet that stated book values would not be worth a lot.

However for “deep value” specialists, this could be interesting if they are able to estimate the “survival probability” to a certain extent.

A side note: “Moving up the value chain” in wine usually means oak barrels. So despite the much higher valuation, I still think that Tonnelerie Francois Freres is the better (and safer) long term investment in the wine industry.

Depfa: No sale, LT2 and the “Kebab Zerobond” (ISIN XS0221762932)

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Warning: The securities discussed are illiquid and/or risky and the author might have bought them already before publishing the posts. Please do your own research and if you decide to invest nevertheless, use apropriate limits !!!

Background:

For readers of my blog, Depfa is no stranger. I did buy a 2015 floating tier 2 subordinated bond in 2011 and this has been a very good investment so far.

To summarize the story of Depfa for “new” readers quickly: Depfa was initially a “full service” German mortgage bank which then split up into a German mortgage bank (Aareal) and an Ireland based “public funding” bank (Depfa Plc). Shortly before the Lehman crisis, Depfa got bought by another German mortage bank, HypoRealestate (itself a spin-off from Hypovereinbsank). The rest is history: Depfa/Hyporeal Estate was the first bank to go belly up and needed to be rescued by the German Government.

After beeing rescued, the startegy was to concentrate on German Mortgage banking and to sell the old Depfa part (which has been “cleansed” from PIIGS exposure via a bad bank). The sale process seemed to have been already quite far advanced, with Leucadia as favourite, before very surprisingly the German Government pulled the sale in the last minute before closing.

Germany has intervened to prevent bailed-out bank Depfa from falling into US hands just hours before a deal was about to be struck.

The government’s financial market stabilisation fund, known as Soffin, said on Tuesday evening that Depfa should be wound down by the German authorities rather than sold for what would have been €320m to US investor Leucadia, according to people familiar with the deal.

What does that mean for Depfa bonds in general ?

Tier 1 bonds of Depfa got hit quite hard, although one must say that they enjoyed a great run up until then as this chart shows:

The reason here is I think the expectation that the FMS, which will have the task to run down Depfa, will not do anything actively with the subordinated bonds, whereas any private buyer would have tried to get the subs out as soon as possible under par in order to realize value more quickly.

Although it is not clear, how Depfa will be passed over to FMS (most likely a sale at book in my opinion, in order to facility a Hypo Real Estate sale in 2015), I think it is fair to asume that sooner or later FMS will be the owner of all assets and liabilites.

FMS itself is a Government owned “bad bank”. As bad banks need constant refinancing, FMS issues new bonds on a regular basis like this one. FMS is owned by SOFFIN, the German “bank rescue” vehicle, which itself carries an explicit Government guarantee. A good description of the FMS can be found here (in German, page 108 ff).

So once, Depfa has been transferred to FMS, in principle the liabilites should be considered FMS liabilities which again carry a AAA rating and trade more or less at levels similar to KfW.

Impact on subordinated bonds

The bloomberg article above mentioned that Depfa subordinated investors were afraid of the following:

“The main risks facing creditors now are the risk of burden-sharing as well as an indefinite coupon ban,” the analysts wrote in a note to clients on May 14. “It’s difficult to see clear upside from current levels and further volatility is likely.”

I share the opinion that it is very unlikely that coupons on Tier 1 bonds will be paid in the near future, although, at some point in time FMS might want to buy out the Tier 1 investors as well. But at current levels (50% of nominal), this is not a very attractive speculation.

However for the Tier 2 bond I own, the transfer of Depfa to the FMS is actually good news. I cannot think of any realistic scenario which would lead to a loss for the Tier 2 until maturity in 2015. If they would like to screw those bond holders, I am pretty sure they will have issues refinancing and this is the last thing they want. The LT2 bond priced consequently barely moved as we can see in the Chart:

So far, the LT2 has been a very good investment. Around 30% annualised return with, in my opinion, very little risk. If one has cash to park, I think the bond is even now a very interesting investment. You get around 5% annualized return until maturity December 2015 which is effectively Governemnt guaranteed.

I will therefore increase the position from a “half position” to a full 5% as I have plenty of liquidity in the portfolio to park.

The Depfa 2020 TRY “Kebab Zerobond” (ISIN XS0221762932)

When I started to look at Emerging markets earlier this year, especially when I looked at Koc Holding, I was surpried that Depfa had Turish Lira bonds outstanding.

When you search in Bondboard.de for TRY bonds which are traded in Germany it is even interesting to see that the 2020 Depfa TRY Zero bond is the highest yielding TRY bond available.

At a current yield of ~13% p.a., the bond trades around 4% p.a. wider than a 2 year longer EIB Zero bond and around 3% wider than similar Turkish Government (coupon) bonds.

Why does the bond look cheap ?

1. First of all, I think the problem is that the “official” rating of Depfa is BBB. Many investors will simply compare the bond with other financial BBB issues and apply respective spreads. As many of the Italian and Spanish banks are BBB as well, BBB financial spreads are high.

2. The bond is relatively small (425 mn TRY) and illiquid as the 100 K TRY denomination will deter many smaller investors (at ~47%, you need to pay around minimum 17k EUR to buy one bond). I think also, many investors prefer coupon paying bonds to zero bonds, for most investors “zero” bonds are an exotic security

3. Finally, I think not many people did like the combination of the Depfa structural risk and the TRY currency risk. Either you like Emerging markets and TRY or you want to play the Depfa capital structure, but usually not both.

However for me, the bond is the ideal combination: I do like the Depfa risk as I think that any Senior Depfa bond will be a AAA equivalent bond after the transfer to the FMS. Additionally I do also like the TRY risk. Clearly, there is downside potential and he TRY/EUR is still volatile as the chart shows:

As an investor you can gain (or loose) money with this bond based on 3 risk faktors:

A) TRY/EUR exchange rate. Based on the current interest rate differential, the market assumes that the TRY will devalue vy ~8% p.a. against the EUR.Perosnally, I see a good chance that the devaluation could be less than that. Under many metrics (PPP, BigMac index etc.) the TRY is fundamentally cheap compared to EUR and USD although there is clearly political and econimical riskimplied. The currency factor is clearly no “free lunch”.

B) Turkish interest rates. As a zerobond, the bond has a duration of ~6,5 years, i.e. if interest rates go up or down 1% the bond price will move +/-6,5%. Currently the yield curve in Turkey is flat or even inverse, with the short end slightly higher. even if long term rates stay constantand only short terms go down, one can expect some “extra juice” from the potential roll down of the bond.

C) Depfa Spread. Compared to an EIB Bond, the implicit credit spread is around 3-4% p.a. although in my eyes the credit risk is similar to an IB or german Government bond. I think there is also a good chance that this could normalize over 2-3 years. If there is some rating action following the transfer, this could even happen quicker.

All in all, I find the TRY Depfa bond very attractive and will by a half position for the portfolio. As the risk is predominantly TRY, I will allocate it to the Emerging Markets bucket.

My expectation is that I can make ~50%-60% in local currency within 3 years, if the yield curve normalizes and the Depfa Spread tightens including the normal “carry” of 13%. If half of that shows up in EUR, I will be already very happy 😉

Hedge fund edition

For a smart (hedge) fund with good access to securities lending, a long (Depfa)-short (TRY EIB 0% 2022) trade could be interesting. Despite the slight duration mismatch, this could be an interesting way to speculate on the relative spread tightening between Depfa/FMS and the EIB bonds with an interesting implicit positive carry, although I am not sure how easy it is to borrow the EB bonds.

Summary:

In my opinion, the planned transfer of the old Depfa to the FMS is good news for LT2 and Senior bonds of Depfa, as the bonds become effectively German Government equivalent. I will therefore increase my existing lT2 position up to 5% and invest a half position (2,5%) into the Depfa 2020 TRY bond as Emerging Market investment.

P.S.:Why did I call this the “Depfa Kebab bond” ?

Doner Kebab is the most popular German fast food.

Based on Turkish ingredients, the current form (with salad etc.) is supposed to be a Turkish-German invention and in my opinion a good omen that a Turkish-German combination can be really delicious…..

Some links

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“Kojak” Mark Mobius on Emerging Marktes and FPA’s Steven Romick likes Russia

Frenzel and Herzing with a nice write up on Banque Priveé Rothschild

Prosperity capital, a Russian focused und has an interesting “Russian company of the month” website

Damodaran tries to value Yahoo

The Wertart Blog likes Austrian Lenzing

VERY interesting paper on Momentum from Cliff Assness (AQR)

And instead of writing a summary of Berkies annual meeting, just read this post from Jeff Mathews. The only point to disagree: The movie was really crap.

They day on which George Soros broke the Pound 22 years ago.

Celesio Merger Arbitrage update: A new shark wants a bite

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Late last year, I joined the merger “arbitrage” play when US based McKesson wanted to take over Celesio. I did exit the position with a small profit soon therafter, as I was not really sure what was going on.

This deal was clearly “shark infested” with Elliott, the smart and aggressive US Hedgefund on the one side, Goldman as advisor of McK on the other. Nevertheless it looked very strange that Elliott seemed to have went away with only 50 cents more than the initial offer of 23,50.

Interestingly, the stock price went up above the offer price afterwards as we can see in the chart and I was wondering why:

Yesterday, this WSJ article then was very surpising:

Another big shark has joined the scene: Magnetar, one of the most (in)famous US Hedge Funds (“Big Short”). They seemed to have looked into McKessons disclosures and found this:

Magnetar accuses McKesson of offering a higher price to one large Celesio shareholder, Elliott Management Corp.

Later in the article, more details are given:

To win Elliott’s consent, McKesson paid it nearly €31 for each convertible bond, the lawsuit claims.

Documents published by McKesson indicate it did pay the equivalent of €31 a share for Elliott’s convertible bonds. Other convertible bondholders received the equivalent of €23.50 a share.

“We believe McKesson’s actions were specifically aimed at evading the minimum price rule in German takeover law, and resulted in offering only €23.50 per Celesio share to minority shareholders, whilst paying a look-through price of up to €30.95 per Celesio share through the acquisition of convertible bonds,” Magnetar said

In my post back then I had written that the 2018 convertible bond had the highest annoyance factor in the capital structure:

In total, the 2018 convertible will be exchangeable into 19 mn shares, more than 10% of total outstanding shares at any time after the take over happens. However, this could turn out to be a big problem for McK. Any company doing such a takeover wants to get rid of minorities as quickly as possible and is therefore trying hard to squeeze out shareholders and delist the company.

With the 2018 convertible, this could be very difficult. Even if McK owns more than 95% of the shares, convertible holders could suddenly convert bonds into shares and then make a squeeze out impossible. The 2018 convertible therefore has a quite high “annoyance factor” for McK. In general, when a company has a more complicated capital structure, an “annoying” security can be a very good security to own.

So Elliott seems to have cashed in the “annoyance factor in a private deal and McKesson agreed because they thought that the German take over rules (same price for everyone) does not apply to convertible bonds.

Magnetar, which seems to have held convertibles as well has obviously a different opinion and is now sueing McKesson. Elliott looks safe, but the maybe Magnetar gets another bite out of the “big whale” MCKesson. If this would be the case, this would be a further embarresment for Goldman who were Mcks advisor.

Honestly, I although I thought through many scenarios in this , I did not have this scenario on my radar screen, otherwise I wouldn’t have sold the convertibles but tendered them into the offer.

Nevertheless a very interesting story and a great learning experience. If guys like Elliott or Magnetar turn up, you should definitely be sure not to end up as shark food.

I still don’t understand why the stock currently trades at 25,80 EUR or so but this is another story.

MIFA Update (2) – And why I would prefer Russian shares to German Bonds

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The story around the German bicylce producer MIFA seems to get more and more interesting. Yesterday I posted the update on the (not so surprising) losses detected now from previuos years of dubious inventory accounting.

A few minutes after I published the post, MIFA came out with another “breaking news” which starts the following way:

MIFA: Investment agreement with Indian bike manufacturer HERO concluded,
equity investment pursuant to capital increases from authorised capital

– Investment agreement with OPM Global B.V., a subsidiary of Hero Cycles
Ltd., about an equity capital investment in the amount of EUR 15
million concluded

– FERI EuroRating Services AG reduced issue rating of corporate bond

– Annual General Meeting expected for third quarter of 2014

From the headline one would conclude that the rich Indian “uncle” finally will save the company. Handelsblatt for instance translated this into a headline which one could translate into “MIFA secures investor”.

For the real “juice” of this announcement, you have to read down a little bit towards the end of the annoncement:

The investment commitment by OPM Global B.V. entails significant financial contributions of MIFA’s financing partners and is subject to various conditions precedent, especially to the condition of a haircut in the amount of EUR 15-20 million of the bondholders as well as an exemption from the German Financial Supervisory Authority (BaFin) from the obligation to make a public takeover offer under the The German Securities Acquisition and Takeover Act.

So to understand this again, the facts:

– The 2013 issued MIFA bond has a total volume of 25 mn EUR
– most likely, the covenants of the bonds are breached, so MIFA would have to pay back the bond on short notice
– the “Indian uncle” will only invest, if bond holders accept a haircut of 60-80%

Normally, if a company cannot pay back a bond, the company will go into default. the shareholders will be wiped out and the company then changes ownership from the shareholders to creditors i.e. bondholders for instance via a debt/equity swap.

at MIFA, they try to reverse the order. Let’s look at another part of the announcement: Hero is commiting to pay 15mn for the following shares:

The cash capital increases shall comprise a 10% capital increase with subscription rights being excluded and a subsequent rights issue with a total number of 4.9 million new shares to be issued. OPM Global B.V. has undertaken to subscribe all such shares which together with additional existing shares to be transferred from
certain existing shareholders would result in an overall participation of the investor of up to 47 %.

With currently 9,8 mn shares, only (0,98 +4.9) = 5.88 mn new shares will be issued. With a total new sharecount of 15,68 mn shares, the old shareholders would keep economically (9,8/15,68) =62,5% of the company while senior bondholders would keep only 20-40% of their bond prinicpal. In my opinion it should be the other way round.

It will be interesting to see if bondholders are accepting this pretty obvious blackmailing. The argument will most likely be that if they don’t accept, they will end up with nothing. Praktiker by the way tried a similar tactic, going to bondholders first . In Praktiker’s case, both shareholders and bondholders ended with nothing.

That the proposed transaction would be better for shareholders than for bond holders shows clearly in the price action this morning. While the bond lost further from around 33% to around 27% (or -20% in relative terms), the shares are up more than +20% at the time of writing.

Coming back to my headline: When i bought my first two small Russian share positions (Sberbank, Sistema) many people commented that they would never buy Russian shares because property rights are not respected in Russia. This might be even correct, but you get very cheap valuations and if they do respect property rights, tzhe potential upside is high.

In German bond markets however, property rights are even worse in my opinion once a company is in trouble. As we learned at IVG, subordinated bond holders can be wiped out without blinking an eye and looking at the last few cases, senior bond holders are now expected to rescue the company before shareholders commit a single cent. Under German insolvency proceedings, often the old management carries on (WGF) and wipes out bondholders as they wish. However, other than in Russia, there is no upside to this if you buy a newly issued German bond at par. So for me, if I would need to choose between a newly issued German Corporate bond and a Russian stock, the choice is clear….

The sad part of this story is that this event along with many other similar event will hurt corporate bond issuance in Germany in the long run, especially for smaller companies. With the banks continuing to shrink, this is not good news for those German Mittelstand companies who need debt funding.

I am somehow tempted to become a “bond activist” here….Let’s see how this continues….

Updates: MIFA & Nuclear decommissioning liabilities

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Just a few quick comments on events that caught my eye while I was on vacation:

MIFA

As predicted in my post some weeks ago, the troubles of MIFA were clearly not a temporary 2013 “accounting system” issue but a result of dubious inventory accounting over multiple years (or simply stated – fraud):

This is the quote from the news release last week:

In the course of investigations by the Management Board and Supervisory Board of MIFA, it has been detected that also the previous years’ financial statements contain material misstatements. These misstatements relate to the inventories of raw materials, consumables and supplies as well as finished goods. Recent findings show a cumulative inventory difference in the amount of approximately EUR 19 million, which originate from the financial statement 2012 and previous years.

This is what I wrote 7 weeks ago, just based on public information:

I do not claim to really understand what MIFA was doing and I have no idea if they will survive or not. However, just by looking at their historical material costs and inventory level, it seems unlikely that the newly introduced accounting system could be responsible for a 15 mn loss. For me it is much more likely that the inventory build up at least since mid 2012 lead to overstated results over a longer period of time. The 15 mn loss announced seems to contain a significant write down on inventory as well. I could imagine that they might have to restate older financial statements as well.

Both, stock and bond look like “terminal decline”:

It looks like that the company lost money for a long time and made profits only by faking inventory levels.

I have often said that Grman listed Chinese companies are fraud, but clearly we have a lot of “home grown fraud” here as well. It will be interesting to see if someone is going to jail for this. I guess not

German utilities / decommissioning liabilites

Some months ago, I looked briefly at Eon’s nuclear decommissioning liabilites, which, in my opinion were clearly under reserved as the discount rate of 5% is far above anything being used elsewhere. That’s what I wrote back then:

EON has 16 bn EUR of reserves on its balance sheet for the decommissioning of nuclear power plants. Those 16 bn are clearly already reserved in the balance sheet, but as they will be due in cash rather sooner than later, they should be clearly treated as debt and added to Enterprise value.

However, there is a second issue with them: For some reasons, they are allowed to discount those amounts with 5% p.a. This is around 2% higher than for pension liabilities which in my opinion is already quite “optimistic”. They do not offer any hint about the duration of those liabilities, but if we assume something like 10-15, just adjusting the discount rate to pension levels would increase those reserves by 3-5 bn and reduce book value by the same amount.

I was therefore quite surprised that there seem to be negotiations that the German Government will take over those liabilities. Here is a “Spiegel” article in German which points ut that there seem to be supporters for this on the political side.

The argument made is that if the Government takes over the liabilities, they would not bear the credit risk of the utilities. However that argumentation has some serious flwas:

– the German utilities have indeed made reserves on their liability side, but they are clearly NOT backed by cash on the asset side. In the table I linked to one can clearly see that the liabilites are only partly financed by liquid assets. If we take out working capital requirements, my assumption would be that less than 50% is backed by liquidi assets.

– as I said before, the current liabilites are clearly underreserved. Without knowing anything about the technical aspects, alone the 5% discount rate used indicates 20-40% under reserveing depending on the duration of the liabilites and based on EON’s cost of debt. Clearly if the German Government would take over the liabilities, we would need to discount at German Government rates meaning the fair value or better cost to the taxpayer might be more than 50% more than reserves.

If the utilities would be succesfull with this, both, EON and RWE would be a strong buy and the German taxpayer a strong sell. Maybe I should hedge my position as a German tax payer with a long position in RWE and EON ?