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.

Suspicious when insurance companies raise capital

I always get suspicious when insurance (and to a lesser degree, financial) companies raise capital through preferred share offerings unless if such offerings are associated with some form of refinancing.

An example would be the latest preferred share offering from PartnerRE (NYSE: PRE) which is a Bermuda-based reinsurance firm. They managed to get “whacked” by the Japanese earthquake and as a result, will be taking a net loss for the year.

Normally, well-capitalized insurance firms set money aside for rainy day years, such as when earthquakes, hurricanes and other sorts of disasters strike all at once. When such disasters hit all at once, they can dip into the cash buffers and pay off the claims. So why raise relatively expensive money? Is their balance sheet that leveraged that they feel uncomfortable just paying off the claims?

All insurance firms are very research-intensive. It is impossible to properly value these companies by just reading the financial summary – otherwise they all look like spectacular purchases.

Bitcoins as alternative currency

You can read about Bitcoins on its own site, but summarizing the story, some computer engineers developed a currency that rely on peer-to-peer networking to conduct exchanges and also to generate new currency (which has a hard-coded limit to creation). Your ability to generate currency is directly a proportion of how much CPU power you can generate to solve a mathematical problem. With a typical personal computer, your ability to do this is quite limited. However, people with more powerful hardware (in particular, advanced graphic cards) are able to solve these problems.

What I am finding relatively amusing is that this marketplace has an active following with people actively trading bitcoins for cash and vice versa. Over the past year, the market for this product has increased significantly, with about US$500,000 traded yesterday alone:

A currency is only as good as the confidence that people have in it. In this case, they believe a currency that can be minted only by some algorithmic work is something that inspires confidence because the rate of currency generation is relatively pre-defined. In light of this, it is not that different than any other currency. Gold-backed currencies have confidence because they can be exchanged for bits of yellow metal. Some countries can mine the yellow metal better than others. Canadian (paper) currency is valuable because it can be exchanged to pay governments taxes (fundamentally, this is the only true value the Canadian dollar has).

There is also the issue of “counterfeiting”, even if the bitcoin system is technically secure. One problem is that you can create an identical digital currency and call it something different. So in this essence, counterfeiting is a very relevant concern – not direct counterfeiting, but copy-catting. Bitcoin does have a “first mover advantage” which may mitigate against this.

My last point is that generating CPU cycles is not “free” – not only do you have to keep your computer on to doing so, but the watts required to power your processor is higher when it isn’t idle. There is an interesting article about a person in Mission, British Columbia (a suburb of Vancouver, BC), getting raided by the RCMP because his power consumption was typical to that of a marijuana grow-operation. Instead, he was mining for Bitcoins. As people hit the “Bitcoin lottery” and receive a block of 50 bitcoins, this can be liquidated in the marketplace for approximately US$800-900 – not a bad haul for an expenditure of electricity.

The debate here should not be whether Bitcoins are useful as a currency or not, but the lesson here is strictly one in economics – people see value in very strange things, and when people do see value, there will be markets created. In this case, the product is a currency that is only valuable because of its rarity and difficulty of generation, and is not too different than trading artwork or collectibles which have similar appeal.

Rangebound markets

I am not a large believer in technical analysis providing predictive value, but the pattern-seeking eye sees the following trend in the S&P 500 over the past 6 weeks:

We see a downtrend channel. Is this part of a trading range?

Volatility only saw a very brief spike up in March, primarily due to the Japanese earthquake:

We add these two together and see a marketplace betting on a trading range. The swing traders at this point are likely the ones to end up making the money, rather than the trend followers. Not a good time to be taking risk.

What was the big winner in 2011? Oddly enough, nothing more than the 30-year US treasury bond:

Fraud alleged at Sino-Forest Corporation

A specialty research firm, Muddy Waters Research, released a report alleging that Sino-Forest Corporation (TSX: TRE) is essentially a huge fraudulent operation, backed up by quite a comprehensive research report. TRE was slaughtered in yesterday’s trading, down nearly 20% before it was halted for the day.

If the fraud allegations turn out to be true, this will be the biggest fraud story on the TSX since Bre-X. Sino-Forest had a market capitalization of about 6 billion dollars just two short months ago. In an eerie parallel, Bre-X collapsed after reaching a market cap of approximately $6 billion.

My own investment policy on China is simple – don’t. I am sure there are fortunes to be made investing in legitimate Chinese companies that actually have shareholder-friendly management (this is a contradiction in itself) that have been tarred-and-feathered by all of the rampant fraud that is coming out of China today. Such companies might be possible to find when you are across the wrong side of the Pacific Ocean, but how can you ever know without even knowing the local language?