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.

Watch the long term rates, and a portfolio update

Long-term rates are creeping up slowly – it is difficult to tell whether the increases in 30-year bond yields over the past couple months will be part of a longer-term trend, but I believe this will be the case as people become leery of lending money to the government for the long haul.

I will have more to write about this in my year-end report.

Finally, I have been slowly deploying some cash, specifically in the oil and gas sector. I had identified an opportunity back in September, and set some orders slightly below market but they were not filled. It was frustrating to see that company trade above, and indeed it is about 25-30% above where I had originally wanted to purchase it. C’est la vie.

More recently, there were a couple low-volatility equity opportunities in the oil and gas sector that I believe are trading at the low band of their fair value range. One in particular seemed fairly attractive and appeared to have their “yield premium” excised from them. As readers here know, I have been seeing many companies that have their equity overpriced because of the market paying a significant premium for yield, and it is important when shopping for stocks that you do not pay this premium.

Conversely, it seems that there may be a discount for companies paying zero dividends or low dividends (other than well known issuers such as Apple and Amazon!), so I have been paying attention to the zero-or-low yield equity market. I am just as happy to take money in the form of capital gains rather than dividends.

On the fixed income side, I have not seen anything attractive. The fixed income market has been drier than a summer afternoon in the Las Vegas desert. I could string together a short-duration low-risk portfolio of debentures that will yield a pre-tax yield of approximately 6%, but there would be zero opportunity for capital appreciation. The only other speculative opportunity I saw earlier was in First Uranium notes, but even this has been priced to a market-efficient level given its high risk nature.

It is not the most pleasant of times if you are forced to deploy cash at present. Patience, and the ability to keep your cash for a better time, is the name of the game.

Bank of Canada – Wait and see

As widely anticipated, the Bank of Canada has held the short term interest rate to be steady at 1%. The official statement has the following salient paragraphs:

The global economic recovery is proceeding largely as expected, although risks have increased. As anticipated, private domestic demand in the United States is picking up slowly, while growth in emerging-market economies has begun to ease to a more sustainable, but still robust, pace. In Europe, recent data have been consistent with a modest recovery. At the same time, there is an increased risk that sovereign debt concerns in several countries could trigger renewed strains in global financial markets.

The recovery in Canada is proceeding at a moderate pace, although economic activity in the second half of 2010 appears slightly weaker than the Bank projected in its October Monetary Policy Report. In the third quarter, household spending was stronger than the Bank had anticipated and growth in business investment was robust. However, net exports were weaker than projected and continued to exert a significant drag on growth. This underlines a previously-identified risk that a combination of disappointing productivity performance and persistent strength in the Canadian dollar could dampen the expected recovery of net exports.

The translation to this is simply: “We’re waiting and watching”. The other note is that the elevated value of the Canadian currency, while great for all of us consumers that purchase imported goods, is damaging the economic prospects of exporting companies.

Bank of Canada – Interest Rates

One event coming this week is the December 7 scheduled announcement of the Bank of Canada overnight target rate. It is currently 1% and it is widely expected that it will remain at 1% given the impact of economic news (i.e. growth is moderating from the economic crisis, and that the high Canadian dollar is impairing growth).

Some are even criticizing the decision to raise rates from 0.25% to 1%, but it is important to note that a short term bank rate of 0.25% introduces more risk to the financial system than a slightly higher rate – although banks are trying their hardest to find credit-worthy entities to loan money to (since money is still very cheap at 1%), there is less of an impulse to doing so than at a 0.25% rate.

You will still get the usual yield-chasing as people continually try to earn a return on their capital. The consideration to ensure the return of capital continues to be secondary.

Price of crude

It is an important benchmark to see that the price of crude oil is at an all-time high, at least in nominal US dollar terms, since the economic crisis:

Every day when I look around me, I see people in their automobiles, and I see trucks on the road, and airplanes flying in the sky. While the sample of one is statistically insignificant, when you start to think about world-wide demand for concentrated portable energy (which is what crude oil represents), coupled with the increasingly high costs to mine supply, leads one to suspect that hedging their energy consumption in the form of owning energy assets would be a prudent portfolio decision.

This isn’t new – I have been discussing this for the past couple years. I believe in crude much more than gold in terms of hedging your purchasing power.

Large-cap oil sand companies like Suncor (TSX: SU) and Cenovus (TSX: CVE) are highly correlated to the price of crude oil. They also have significant bitumen reserves which become increasingly valuable as the price of crude rises. Due to the nature of the financial structure of these companies, they are not going to double overnight, but they will retain their value as long as you believe in the stability of the Canadian and Alberta governments.

Companies with oil assets outside “safe” jurisdictions (e.g. Venezuela) involve much more risk, hence you will find them cheaper.

There are also some other smaller cap companies in the oil sands space that are worthy of consideration, and they contain a bit more financial leverage which would result in potentially larger gains.