Category Archives: Uncategorized

German Preference share spreads & Hyundai Motor capital structure arbitrage

Last year, I had a couple of posts about preference shares in general (part 1 and part 2) and spreads between German common shares and pref shares in particular (here).

II looked at a post of Valuation Guru Damodaran, who tries to come up with a theory of explaining the spreads between votung an non-voting shares.

Among other factors, his assumption is that shares with voting rights should generally trade at a premium and c.p. the premium should be higher for badly managed companies where a change of control event is likely.

When we looked at German pref shares, we could see that in certain cases this held up but not in general.

How do spreads look right now ? Let’s look at current spreads from quoted German companies with both, common and pref shares compared to last July:

Company VZ ST Current spread old Delta
MINERALBRU UEBERKING-TEINACH 6.81 12.04 76.8% 100.0% -23.2%
METRO AG 27.43 29.64 8.1% 52.4% -44.4%
MAN SE 60.1 83.52 39.0% 47.3% -8.4%
BAYERISCHE MOTOREN WERKE AG 44.85 69.04 53.9% 46.9% 7.0%
SIXT AG 13.24 15.63 18.1% 27.3% -9.3%
FRESENIUS MEDICAL CARE AG & 44.9 54.71 21.8% 17.4% 4.5%
EUROKAI KGAA 20.35 25.542 25.5% 15.5% 10.0%
WMF*WUERTTEMEB METALLW-AKT 29.2 32.5 11.3% 7.1% 4.2%
SARTORIUS AG 39.84 36.083 -9.4% -1.9% -7.5%
RWE AG 30.565 32.605 6.7% 7.3% -0.6%
DYCKERHOFF AG 31.77 30.01 -5.5% 4.1% -9.6%
BIOTEST AG 38 39.51 4.0% 3.3% 0.7%
AHLERS AG 10.401 9.86 -5.2% -0.5% -4.7%
EFFECTEN-SPIEGEL AG 12.29 12.749 3.7% 1.4% 2.3%
KSB AG 442.05 483.1 9.3% -1.4% 10.7%
HUGO BOSS AG -ORD 76.01 68.02 -10.5% -9.2% -1.3%
VOLKSWAGEN AG 142.6 127.6 -10.5% -9.2% -1.3%
FUCHS PETROLUB AG 38.075 34.29 -9.9% -13.1% 3.2%
HENKEL AG & CO KGAA 47.31 40.1 -15.2% -17.4% 2.2%
DRAEGERWERK AG 70.66 53.58 -24.2% -21.2% -2.9%

Most interesting is the developement at Metro, where spreads between prefs and common shares almost disappeared. The most prominent example against Damodaran’s theory, BMW (well managed, no chance of change in control) even increased it’s spread.

If we look at BMW again, we can see that after a some tightening, the spread is almost back to it’s peak:

Personally, I don’t really understand this. Of course liquidity is better for the common shares and they are in the DAX, but a 50% higher valuation for the common shares with a controlling shareholder family who does not want to sell doesn’t make sense.

Another intersting idea from Thomtrader are Hyundai Motors pref shares.

Hyundai pref shares (3 different series) trade at around 48-60 k Won against 220 k for the regular shares. That is a ratio of ~4-5:1, a massive discount. Again, this can not be explained through “conventional wisdom”.

If we look at the historical spread between the pref shares and the common Hyundai Motor shares, we can see that historically they were correlated quite well but are now diverging since the last couple of months:

Although I do not want to own them outright, a long Hyundai Pref short common shares trade looks interesting. One could buy 4 Pref shares and short (I don’t know if this is possible in reality) 1 common share.

Historical correlation is around 0.85, not perfect but Ok. The nice thing is that we have a good carry of ~ 3 pref dividends, which translates into a “carry” of around 7% for the nominal position (in hedgefund lingo) before borrowing costs, non-frefundable taxes etc..

Again the “Volkswagen” risk of shorting common shares should be relatively small as it is yet to be proved that anyone can take over a Korean Company.

This is a trade I am actually considering is another “capital structure” trade similar to the Draegerwerke long/short.

UPDATE: I just saw that there are single stock futures traded in Korea. I am not sure if a private investor can trade this but as an institutional invetsor, this should be possible.

Creston Plc – business model & valuation

Yesterday, I “introduced” Magic Sixes stock Preston Plc, which based on first check is worth a closer look.

One of the improvements in my “investment process” which I try to achieve in 2012, is trying to understand better the respective business models of the companies I am analyzing. This is something where I do not have a lot of experience but let’s see if this adds some value.

Creston PLC business model

As mentioned, I am neither an expert in business models nor in the advertising agency business, but in my opinion the busienss model can be ccharacterized the following way:

+ very low fixed asset requirements (which is good)
The company does not have any fixed assets which is understandable because you only need some PCs and rent office space to run such a business.

+ limited working capital requirements
The company had in the last 2 business years almost zero net working capital, however as mentioned before, in the last 6 months receivables had increased to a certain extend. Still, we can conclude that the busienss itself does not require significant amounts of capital

+ People’s business
Jan Hendrik commented that this might be a typical “people’s” business. Based on a simple metric one can conclude that this is cleary the case here. Employe expenses for the 2011 financial year are 46.5 mn GBP, or ~80% of total expenses.

From what I know, salaries pretty low in the junior levels because a lot of people want to get into the “creative business”, however on a senior levelö salaries tend to be pretty high as companies have to make sure that the most creative employees don’t just switch companies (and take their clients with them…).

+ barriers to entry

Based on my understanding, the barriers to entry into the ad/pr agency markets are pretty low. Evidence is the large number of ad agencies. Contracts are tendered by corporate clients on a regular basis. I would assume that the company posseses some sort of proprietory data & information as well as customer relationships, but nothing which would count as a “real” barrier to entry against any competitor.

Maybe Creston as a mostly UK based player has some niche advantages, but overall this seems to be a very competitive market. Further proof for this are relatively low NI margins (~5%, fluctuating between 1.5% and 8.5) over the last few years. I also doubt that the business is really scalable.

Summary business model: Creston seems to be in a very competitive industry with low barriers to entry, however the business requires only a minimum of capital. Nevertheless, it would be quite aggressive to really assume significant growth for the future. So the “investment thesis” would be rather a “reversion to the mean” theme.

Historical profitablity

NI Margin ROIC
2001 1.4% 1.2%
2002 3.8% 5.5%
2003 4.9% 6.6%
2004 4.8% 5.1%
2005 3.6% 7.2%
2006 6.4% 7.8%
2007 5.9% 5.9%
2008 7.9% 8.0%
2009 8.4% 6.2%
2010 3.5% 7.7%
avg 5.1% 6.1%

As indicated before, the net income margin averages at around 5% over the last 10 years, however with some volatility. Much more interesting is the low return on invested capital. With 6.1% this is clearly below any cost of capital number. Before I said that the business model doesn’t really require assets, so why is this number so low ?

The answer is relatively easy: Goodwill. ROIC includes goodwill and the low single digit return tells us one thing: Creston just spent too much on those acquisitions, so the returns on puchase price are not really good.

If one looks at the company history in the 10 year report, one can see that every second year companies were bought and sold. Much of the free cashflow generated did go into those acquisitions, only a small amount was distributed to shareholders. Usually, small M&A transaction can be positive, but the track record for Creston is not great. We also don’t know if this is going to change in the future.

Another disturbing issue is the fact that numbers of shares increased significantly in the past:

shares mn
2001 11.2
2002 11.2
2003 21.9
2004 25.2
2005 36.6
2006 54.9
2007 55.6
2008 55.7
2009 61.3
2010 61.3

I could only find one “straight” capital increase in 2002 (5.6 mn shares at 0.60 GBP), so they seem to have paid a couple of their past acquisitions with stocks. So at the end of the day, Management seems to have been quite easy on increasing the numbers of shares in the past, which is not good for the shareholders.

Quick valuation:

Asset Value
Without any real assets, the downside for Creston Plc is basically unlimited. If things go south and key people leave, I highly doubt if there would be any value left. I have no idea how much the goodwill is worth, but my worst case assumption would be zero.

Earnings Power Value

If we assume a “reversion” to the mean approch, we can think about 5% net income margin for Creston going forward. As there are no interest payments, depreciation is neglectible, net income might be a good proxy for Free cashflow.

Based on current sales of annualized 70 mn GBP, expected profit in a steady state would be 3.5 mn GBP, discounted with 10% would give us a market capp of 35 mn GBP, slightly above the current 31 mn GBP.

At that point, we can stop. Without a downside protection, the “steady state” valuation is around the current price level. Without any competitive advantages and general economic headwinds, the stock looks unattractive, despite qualifying under the “Magic Sixes” criteria.

DJE Real Estate – Update (2)

Reader Snapple made some interesting comments with regard to the DJE fund and also published an analysis here.

Also, reveller pointed to some interesting facts. For my own model, the most interesting points are:

– DJE used lower values for problem funds than stated NAVs, so my discounts might be too conservative. Snapple also linked to a article which stated that ALL problem funds have been valued below official NAVs. However, based on the half year report, this was only true for the P2 Value funds whereas the TMW Welt and the Axa were valued at official NAV.

– the ABN Henderson Fund certificate matures in 2012, so one could assume complete payback in 2013.

– real estate stocks are 7.7% of the portfolio as of year end, cass 5.6%

However, this didn’t really change much in my model. As Snapple calculated in a slightly different way, 50% of the NAV might be paid within the next 12 months.

For the portfolio, I will increase the purchase limit to EUR 5,50 EUR, as so far I was not able to purchase a lot at prices below 5.40 EUR.

Kabel Deutschland – How relevant is negative net equity combined with a lot of debt for a “wide moat” business ?

Background: Kabel Deutschland is one of the short positions of the portfolio and currently the only one which didn’t work out yet…

In one of the blog posts, reader Stairway commented with an interesting analysis.

I hope it is fair to summarize the argument as follows:
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Unicredit rights issue watch & correlations & some research for deeply discounted rights issues

Unicredit:

This is not really a surprise: Today, on the first day the Unicredit rights traded separately (Ticker: UCGAA), the pressure on the stock continued.

The theoretical price of the right at the start of the day would have been 1,26 EUR, currently they are trading at ~95 cents, after hitting a low of ~85 cents in the morning. With the share at 2.44 EUR (again -7%), the theoretical price should be (2.44-1.943)*2= =0.994 EUR, so there is only a slight mispricing at the moment.
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