The Priszm story continues

I wrote last week about Priszm Income Fund (TSX: QSR.UN) earlier, especially about their near-bankruptcy situation they are currently facing.

Today, they announced that the transaction to liquidate over half their franchises was proceeding, but subject to approvals by two consenting partners, the franchiser (YUM Brands) and the senior creditors. Notably in the release there were two statements:

Although there is no guarantee that the required approvals will be obtained or that the remaining conditions will be satisfied, the transaction is scheduled to close on February 28, 2011 unless the parties agree otherwise.

Presumably February 28th was the mutual date that the various parties agreed to in order to see if they could pursue something a little more substantial, alluded to in the next paragraph of the press release:

The Company also reported that it remains in discussions with its senior debt lender and franchisor on various options to restructure the business which may include the sale of all assets. The Company’s interim agreement with its franchisor, YUM! Restaurants International, with respect to the franchise agreements for 70 restaurants expired on January 15, 2011 as did its interim agreement to defer unpaid continuing fees. The Company continues to work with the two key stakeholders to come to both short and long-term resolutions that are mutually satisfactory.

As of September 5, 2010, the company has a senior credit facility of $65 million to pay off; the aforementioned agreement to sell over half the franchises would result in gross proceeds of $46 million. The company also has about $41 million in other current liabilities and accruals. The subordinated debentures amount to $30 million face value.

It remains to be seen whether the company can generate enough cash through asset sales to pay off the creditors and liabilities; at the current trading price of 21 cents per debenture, the residual value predicted by the marketplace amounts to $6.3 million.

There were 432 franchises as of the September quarterly release, leaving 200 franchises after the execution of the sale agreement.

Davis + Henderson – Valuation

Markets indeed move quicker than most anticipate, and I can say the same for the common shares of Davis + Henderson (TSX: DH) as I have unloaded them today for a mild profit. Readers may recall my entry into the former income trust units, and partial sale in October of last year.

I have no concerns with the underlying business – although I have concerns with the speed of their acquisitions – it assumes that management can execute on proper integration. The balance sheet of DH is less than stellar, with about negative $224 million in tangible equity, but their debt levels (about $200 million in low cost debt) is manageable in relation to their cash flows (due for about $100 million after CapEx in the 2010 year). They will be giving off about $100 million in distributions to income trust holders in 2010, however. In 2011 the situation will change somewhat as they reduce distributions by 35% and will also incur an income tax (which will cut their cash flows by about 27-28%).

Most people will look at the headline yield number (roughly 5.8%), but the company should be evaluated on cash flow generation rather than the dividends they give out. On a free cash flow basis, they should be generating about $75 million after the trust conversion or about $1.39/share. Given their share price, this works out to a P/E of roughly 15, or a 6.7% combined yield. It is a healthy valuation considering the various businesses they are involved with.

The capital will likely be better invested in other options throughout the year but presently the pickings are slim on the Canadian side. I suspect 2011 will involve a lot of waiting.

It wouldn’t surprise me to see DH go up to $23/share if they show they have executed well on their acquisitions, but I’m happy to get out now – my initial valuations were also somewhat fuzzy since I don’t have a full comprehension of their industry. Most of the gains from the price they traded at after they did their corporate conversion plan have been realized with the existing stock price. No point in getting greedy right now.

Gold Wheaton gets bought

Gold Wheaton (TSX: GLW) sold itself today for 40% cash and 60% stock for about CAD$830 million. The acquiring company is Franco-Nevada Corporation (TSX: FNV). The buyout price caused a jump of about 14% in GLW shares today.

Both corporations are very similar in that their economic interests lie with royalty streams derived mainly from gold mining. FNV has other metals and oil and gas royalties as well.

I have done a lot of research on the valuation of Gold Wheaton, primarily because of its relationship to First Uranium (TSX: FIU), and can safely say that FNV paid what would be the high end of a fair value range for Gold Wheaton’s assets. The primary variable would be the assumption of the future price of gold.

Gold Wheaton does own an equity interest in First Uranium (14 million shares or a 7.7% interest) plus $20 million in First Uranium senior secured notes, which if converted into shares, would result in an increase in equity ownership to about 10% of the company.

I generally do not believe in the royalty trust model of company, in that the administrative costs and management salaries generally are overburdened by economic benefits of purchasing cash streams from mineral proceeds. Royalty companies then become a matter of getting capital cheaply and investing into projects with a higher return, which means that you are investing in a bank that is choosing to align itself with the price of a commodity. There is usually more value created with mining operations than purchasing royalty streams, but it depends on the whims of the marketplace at that time.

Such companies become a bet on the underlying commodity price and the ultimate control goes to the company that you are purchasing the royalty from – if they suddenly decide it is unprofitable to mine from a particular venture, they will have a higher incentive to doing so if they have a lesser share of the revenue. The company purchasing the royalty will be out of luck at that point. In Gold Wheaton’s case, the Quadra FNX (TSX: QUX) venture was quite profitable for Quadra, who wisely chose to sell their nearly 1/3rd stake in Gold Wheaton at an opportune time.

One person to pay attention to in the future is soon-to-be former CEO of Gold Wheaton, David Cohen, who seems to be fairly good at being involved with companies that generate value. He is the chairman of Eastern Platinum (TSX: ELR)

I will disclose I flipped some GLW shares like pancakes in 2010, which created some capital gains that would purchase quite a few pizzas. I currently have no position and have no further intentions of acquiring anything related to FNV.

Sleeping through 1999 and not learning the lessons of the past

It appears that China-related IPOs that list on the US exchanges are the latest fad, with Youku.com being the latest example. Shares (Nasdaq: YOKU) went up 161% upon their offering, and reached as high as $50/share from an initial price of $12.80.

Doesn’t anybody remember what happened in 1998 and 1999? Amazing how history is repeating itself. The only difference is that these companies are foreign, and even less accountable to shareholders than if they were domestically held!

Already you have a chorus of people that say the company is overvalued and ripe for shorting, but most prudent investors know that timing when “the top” will be is exceedingly difficult – a phrase to always remember is that the market’s ability to remain irrational can be longer than your ability to remain solvent. It will just be a matter of time, but predicting when this Chinese asset bubble will finally deflate will be a matter of debate – until after it occurs.

Although I am sure there will be some Chinese equities out there that will be stable and provide a decent return on investment, it should be noted that management is even more entrenched in these companies than in the US/Canada, where at least you can pick out some corporations that have shareholders’ interests at heart. It is impossible to pick out the very suspicious cases (e.g. earlier coverage of Universal Travel Group, NYSE: UTA) versus the legitimate companies. Investing in Chinese equities feels more like pure gambling, hoping for the herd to ram the share prices higher, rather than investing or even “speculation”.

Anybody from North America playing these types of equities has to realize that they are playing against players that are loaded with insider information, and Chinese language/culture knowledge. As a result, people would have to be insane to invest in these types of companies. It’s like going to war with a pellet gun when your opponents are armed with sniper rifles – and you don’t even know what your opponents were armed with when you entered into battle.

I am sure there will be a few people here and there that will be bragging about the small fortunes they made by investing in Chinese equity, but this is the financial equivalent of reading the list winners from the last lottery.

Lululemon goes ga-ga

Lululemon (Nasdaq: LULU) is up another 18% today, as of the time of this writing, after reporting a much better than expected quarter (36 cents EPS on 25 cents analyst consensus).

This tells you what I know about fashion – I wrote about their previous blow-out quarter, warning that:

They will need to continue achieving rapid growth in order to grow into the existing valuation. If not, you will see a significant haircut in the stock price

… and …

Lululemon is a classic case of a well-run company that you do not want to own stock in.

This was back at $40/share (or a 2.8 billion market capitalization). Today, I see $66/share or a $4.6 billion dollar company!

Where did I go wrong? Don’t underestimate social trends when it comes to fashion – most importantly, I should have taken the subtle hints when I see family relatives wearing Lulu material. From my neanderthal male perspective, I remember walking into a Lulu store outlet with my wife, and while she went looking for some overpriced pants, I was looking around the store, asking myself how the heck they deserve a $2.8 billion dollar valuation when it is so clear that they will be prone to predatory competition.

Financial lesson of the day: Never underestimate the value of brand.

I have never had a position in LULU stock, and plan to keep it that way. I will disclose I did consider buying shares at $5 in the middle of the 2009 economic crisis, but decided on going with long term corporate debt of another fashion star, Victoria’s Secret (Limited Brands) instead, so I’m not kicking myself too hard about the matter.

Even though I don’t understand the fashion world, from an investment perspective I have always found it to be utterly fascinating because of the intense amount of “social research” required in order to properly value these companies.