Holloway Lodging gets a stealth takeover

It appears that Holloway REIT (TSX: HLR-UN.TO) had its prior trustees, including the CEO W. Glenn Squires, were kicked out by George Armoyan’s group of people by a margin of 85% to 15%, according to SEDAR filings.

Now that Armoyan has full control over the company (and indeed, roughly a 20% equity stake by virtue of his ownership in Royal Host REIT (TSX: RYL.TO), it remains to be seen what his plans for the two companies are. There are logical synergies between both companies, but both companies face huge balance sheet issues – mainly that the cash that the properties are generating is not proportionate to the cost of capital required to finance such properties.

Looking at the last quarterly report for Holloway, their balance sheet has stacked up a significant amount of current debt maturities, including a $3.6M line of credit, $42.1M of mortgages requiring refinancing, and perhaps more urgently, $20.2M of convertible debentures that are maturing on July 31, 2011, just under two months away! The company has $300,000 in cash on the balance sheet and the line of credit is good for $5 million.

It should be noted on their MD&A that the company states that:

The REIT has a signed term sheet to finance the repayment of the debentures. The Board and management continue to explore other alternatives to raise funds to repay the debenture holders which may include other debt financing, the sale of certain properties, or some combination thereof.

One wonders what the terms on this term sheet is and who the heck would be willing to lend this company money on an unsecured basis.

The market capitalization for the firm at their existing price of 34 cents is about $13M, which means that if the company wished to pay off the debenture using equity (which I am not sure is legal without shareholder approval) then that would represent a significant dilution.

Interestingly enough, these debentures are trading at par.

Also, I have no position in any of these securities.

Holloway Lodging REIT vs. George Armoyan

I note with interest that Holloway Lodging REIT (TSX: HLR.UN) has finally received a notice from Royal Host REIT (TSX: RYL.UN) that they want to kick out the three independent trustees and replace them with people of their choosing. Royal Host REIT owns about 7.4 million shares of Holloway, which is about 18.9% of the equity.

Royal Host REIT is chaired by George Armoyan, an east coast Canadian that has various financial interests and is similar to a small-scale Carl Icahn. Armoyan, in addition to being the chairman of Royal Host REIT, former chair of Clarke (TSX: CKI), runs his private corporation Geosam Investments. He has a very interesting history of taking minority stakes of companies, enough to control the board, and then convert the operations into more profitable ones. While his record is not 100% by any means, he does generally have a track record of success mixed in with a few failures.

Holloway Lodging REIT can be classified as a broken income trust – having gone public in the middle of 2006 during the boom in income trust issuance (just before the federal government shut the door on trusts), their equity has more or less gone on a straight downward trajectory and now trades at about 28 cents a unit. At 39.1 million units outstanding, the trust has a market capitalization of $10.9 million. The company’s current operations involving owning and operating 22 hotels, which consist of 2,386 rooms. About 60% of the hotel rooms are in Alberta. You can also dig into their financials and see that management has been wheeling and dealing with related entities (Pacrim Hospitality) and has lost money on various failed joint ventures (Windham, Winport).

Not helping their business is that capacity has been growing in their target markets (which generally consist of Super 8-type motels in back-country areas like Grand Prairie, High Level, Fort Nelson, etc.) which has lead to price competition and a drop in booking amounts. The company’s operations on the eastern side of the country, however, have not been that bad. When you look at the bottom line statement, the company is barely operating cash flow positive – about $2.3 million for the first 9 months. The last 3 months of the year will likely be a net loss. When capital projects and other miscellaneous items are factored in, it is pretty clear that this company is not financially on strong ground.

On the balance sheet side is where things are interesting, and I am using September 30, 2010 figures. The cost basis of the various capital investments the corporation has made is $367 million (mainly buildings for $297 million), offset by $44 million in accumulated amortization. Thus, the book value of $323 million in assets is something to be considered, even if the market value of these assets are to be impaired further than what the stated carrying value is.

On the liability side, it is much more ugly – the company is $1 million into its $5 million line of credit, and has $154 million in first-line mortgages (with a blended rate of 6.81%). $1.3 million of this is due by year-end, $7.4 million of this is current (i.e. due by September 30, 2011) and $30.5 million is due by the end of 2011.

Finally, the company has two convertible debenture offerings outstanding. The first is a $20.2 million offering, 8% coupon, that matures on August 1, 2011. The second is a $52 million offering, 6.5% coupon, that matures on June 30, 2012.

Suffice to say, the company has no way of paying off the prinicpal of the convertible debentures without performing a wholesale asset liquidation. While they may be able to refinance the mortgage, using the building and property as security, they will have a very difficult time refinancing the debentures without raising cash.

The 2011 debenture trades at bid/ask 92/93 and the 2012 debenture trades at 51/55. Yield to maturity is an irrelevant calculation in this case – what matters is capitalization. Using midpoints for both of them, the debentures have a combined market value of $46 million.

The math for a potential investor, is simple. If you assume you can actually liquidate the assets at the stated carrying value, and use the proceeds to pay off the mortgage and convertible debentures, you are left with approximately $117 million (i.e. this is the amount of unitholders’ equity). This is considerably above the current $10.9 million market capitalization.

The market realizes that things are not this simple. For example, if you assume that the carrying value of the property assets are actually 30% lower than what is stated on the balance sheet, suddenly your $117 million has shrunk into $20 million take-home. Still, this is not a bad haul if you just paid $11 million for the company.

When you factor in the price of the debentures, and price the equity at zero, the market is implicitly assuming that the property and land is equal to about 65% of its carrying value. The question for an investor is whether this should be lower (in this case, sell the debentures) or higher (in this case, buy the debentures). This assumes that the operations of the company are cash-neutral.

Obviously George Armoyan is taking enough of an interest in Holloway’s assets that he is spending time and energy on this little project. His own REIT, Royal Host, is not exactly a financial superstar in its own right, but there are obvious administrative synergies to be obtained if it were to merge together with Holloway. The only downside is that there would have to be a mandatory offer to redeem the debentures at par – something that skittish debenture holders would likely waive if the debt were to be backed with a stronger partner than the existing management at Holloway, which has been proven to be a dismal failure.

It is likely management is going to spend time and energy, and more importantly, money to try to fight this battle. Hence, the debentures dropped from a quote of 60/61 to 51/55 when the news came out – normally a battle for the board would usually stimulate prices because somebody is actually interested in taking an economic interest in the company, more so than existing management.

The reason why I am taking an interest in what is otherwise a fairly obscure sector of the business world is because I have a position in Holloway Lodging’s June 2012 debentures. I bought them in the first half of 2009 during the economic crisis, and it was one of the worst binary decisions I made – although if I liquidated today I am still nominally up on the investment, my other option that I was contemplating at that time was InnVest series B debentures, which is now a “lock” for a maturity at par.