Wednesday, November 20, 2024
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RMI investors get something OUT

This is proving to be a watershed year for investment holding companies on the JSE. Some of the most famous names of all are unbundling the assets that made them famous in the first place.

The market has been valuing such companies at painful discounts to the underlying value of the investments in the portfolio. There are good reasons for this (like the head office costs of such structures) and arguably cyclical reasons (like a souring of sentiment towards these structures in recent years).

Since listing in 2011, RMI has achieved a compound shareholders’ return of 17.9%. This is an extremely impressive number.

Back in September 2021, Rand Merchant Investment Holdings (RMI) announced an intention to unbundle its investments in Discovery and Momentum Metropolitan to shareholders. After all, these are listed companies that investors can access directly, so why should they continue to sit in RMI?

At the time, RMI envisaged a R6.5 billion rights offer to help bring debt down to an appropriate level in the new, smaller group. Thankfully, this was negated by the sale of the group’s 30% interest in Hastings Group, which was announced in December 2021. The proceeds of R14.6 billion represented the creation of “significant shareholder value” in the words of RMI and paid off the preference share funding.

These proceeds have taken the group into a net asset position and have supported the declaration of a special dividend. The total dividend (special and ordinary) for the six-month period to December 2021 is 165.5 cents per share, far higher than 22.5 cents in the comparable period.

At the time of the unbundling announcement, the group stated an intention to follow an active investment strategy going forward. In a display of capital discipline that could be a lesson to many other management teams, RMI has elected not to pursue such a strategy and will instead focus on its core asset OUTsurance, an existing platform that is still growing.

The investments in RMI Investment Managers and the AlphaCode portfolio of fintech companies are under discussion with a view to finding the optimal way forward for these businesses.

Holding company and personnel costs of RMI of between R25 million and R30 million will be reduced over the next six to twelve months. This gives great insight into why these investment holding companies tend to trade at a discount.

In the results for the six months to December 2021, the intrinsic net asset value of the portfolio has increased 14%. Over the same period, the market capitalisation increased 41%. This means the share price increased much faster than the value of the underlying investments, so the discount closed considerably based on these value unlocking efforts.

RMI highlights this point in the announcement, noting that the share is trading at a discount of just 2% to the intrinsic net asset value vs. a discount of 30% before the announcements.

Interestingly, the continuing operations in the group didn’t have a great period. OUTsurance earnings fell by 23% and RMI Investment Managers and AlphaCode investments fell by 16%.

OUTsurance grew annualised new premiums written by 18% but the South African operations were hit by higher claims, including the normalisation of motor claims as South Africans returned to the roads. At Australian business Youi, the sharp increase in the claims ratio from 53.4% to 62% was due to natural catastrophe events like the earthquake in Melbourne.

Inflation is good for OUTsurance in terms of revenue growth, as the group has suffered a long period of low premium inflation. This will help in 2022.

The comparative period for RMI Investment Managers included a significant amount for performance fees earned which was not repeated in this period. Assets under management increased 24%, of which net inflows contributed just over half of the growth.

RMI Investment Managers will continue its strategy of being a “value-adding but non-interfering shareholder of choice” for the independent asset management industry. The portfolio is largely complete, so the focus is on offering affiliates access to strategic support.

The announcement doesn’t give any significant details on the AlphaCode performance, merely noting that it continues to perform in line with expectations. The AlphaCode Explore and Incubate programmes supported 45 entrepreneurs in 2021 and helped the cohort achieve an average of 43% revenue growth. The startups created 46 jobs in the process.

The internal valuation of OUTsurance increased by 16% year-on-year to almost R39.7bn. The RMI Investment Managers and AlphaCode valuation increased by 31% to nearly R1.9bn, so OUTsurance is clearly the core asset. These valuations have increased despite the negative earnings results.

RMI closed 11% higher on the day as the market applauded the news of the discount being closed, hopefully once and for all.

Famous Brands: uncertainty around earnings

Famous Brands, purveyor of fine calories in the form of burgers, pizzas and many other types of yumminess, has given a voluntary update for the year ended February 2022. The share price dropped nearly 8% in response but managed to claw it back in late trade to close 3.2% down on the day.

The take-away brands you know and love are grouped under the Leading segment (as in, Leading brands) and increased system-wide sales by 35.8%. Famous Brands is a franchisor and wholesaler, so system-wide sales (the actual restaurant sales through the till) is an important measure but not necessarily a perfect indication of revenue growth for the listed company. More on that to follow.

The fancier restaurants (like Turn ‘n Tender, Salsa and others) increased system-wide sales by around 55.1%. One would expect to see a sharper recovery in those restaurants than the take-away formats as they took a much harder hit from alcohol restrictions over the pandemic. You can’t buy a beer at Steers (perhaps unfortunately).

The AME region (rest of Africa and Middle-East) had less stringent trading restrictions during the pandemic. System-wide sales increased by 19.8%, a reflection of a less volatile trading period under those lockdown rules.

Wimpy UK revenue has increased by around 19.5% in this period.

Moving on to the core revenue of Famous Brands as a listed company, manufacturing revenue (the products supplied to the restaurant) increased by 30.8% and logistics revenue (effectively a food service business) increased by 35.3%. The retail division supplies products for third-party retailers (like a Steers sauce in the supermarket) and grew revenue by 46.9%, a really strong result.

The board isn’t sure yet whether a trading statement would be required for the year ended February 2022. This would be triggered by a 20% jump in earnings, so it’s a bit surprising to see that such an earnings increase is in doubt despite such significant increases in revenue.

This may be why the market reacted in this way to the announcement, with a sharp drop that improved towards the end of the session. Another risk I’m keeping in mind is related to fuel price and soft commodity price shocks, which would cause substantial input cost pressures for Famous Brands.

Can those pressures be passed on to consumers? Do you want a King Steer burger that badly?

As investors, these are the questions we need to ask. Trading at around R60, Famous Brands has dropped back to where it was in April 2021 and would need to climb 30% to get back to pre-pandemic levels.

Blue Label Telecoms throws more money at Cell C

Blue Label has concluded a non-binding term sheet that they colourfully refer to as an Umbrella Restructure Term Sheet. I’m confident that neither Santam nor Rihanna were involved at any stage in this, although Blue Label shareholders may want insurance and music to make them feel better about the complexities here.

The purpose of this fancy document is to facilitate the restructuring and refinancing of Cell C, the telecommunications network that has just never found a way to successfully compete in the market.

Nevertheless, another attempt is about to be made, despite Cell C posting a net loss of R849 million in the six months to November 2021 and boasting a balance sheet with net negative assets of R13.7 billion.

At least Cell C generated a profit before finance costs and forex losses of R862 million, so perhaps there is some hope with a sustainable balance sheet. Blue Label believes that Cell C has implemented a turnaround strategy, which means it has reduced costs and achieved efficiencies.

Arguably the biggest change is the move to a variable operational expenditure model vs. trying to own a fixed cost infrastructure and scale the business to the point where that model is viable.

The proposed restructure of Cell C’s balance sheet is extremely complicated. Prepare yourself.

Cell C owes certain secured lenders around R7.3 billion. They are in for a rude awakening, as this deal would see Blue Label lend R1.46 billion to Cell C, an amount that will be offered to those lenders as a compromise (20 cents in the rand). The actual funding obligation for Blue Label will be just over R1 billion.

In perhaps the ultimate example of buying the dip, certain secured lenders want to take the 20 cents in the rand and loan it back to Cell C under a new loan arrangement. The aggregate face value will be equal to 2.75 times the amount advanced. In other words, if Cell C ever makes money and can pay this back, the lenders would receive 55 cents for every 20 cents. In addition, they can share pro-rata in a fresh issue of ordinary shares in Cell C at a nominal value.

Blue Label is participating at that level, by acquiring the reinvestment rights from certain lenders. This will enable them to invest R110 million into Cell C in this ratcheted face value structure. On top of this, Blue Label is buying debt notes in a shareholder in Cell C for USD5 million and R16 million (there seem to be two different types of notes denominated in different currencies, but the SENS isn’t clear on this) and a credit claim of USD6 million against Cell C for USD4 million. Blue Label will also buy trade claims against Cell C for R16 million and USD4.5 million.

Blue Label is also owed R1.1 billion by Cell C under a separate loan. This will be repaid in equal instalments over 60 months.

Cell C will undertake a rights issue at nominal value as well as various other issuances, with the net result that Blue Label will hold 49.3% of Cell C.

To help inject some life into Cell C, Blue Label will purchase R1.2 billion in pre-paid airtime from Cell C. Blue Label’s business is built around distributing pre-paid airtime, so this makes sense. There will be additional quarterly airtime purchases by Blue Label of R300 million.

To make this all happen, Blue Label will raise R1.6 billion of the required funds from financial institutions through an airtime purchase transaction and will be obligated to repurchase the airtime over a 24-month period in equal monthly instalments. I’m no expert on a structure like this, but it seems as though banks are essentially financing the purchase of airtime and taking ownership of it over the loan period to manage their risk.

As any long-suffering shareholder of Blue Label will tell you, the company’s dealmaking track record isn’t great at all. Blue Label has tried to do many exotic things, both in South Africa and abroad. The share price is down nearly 69% in the past 5 years.

The share price fell 11.3% yesterday after the announcement came out at 3:30pm. Punters didn’t wait long to hit the sell button.

In summary, Blue Label has effectively refinanced Cell C through pre-selling airtime. That’s an interesting strategy, provided there is enough demand for the airtime of course. Only time will tell.

Ascendis: more info on the businesses for sale

Ascendis Health has given further information on the financial information of the businesses that form part of the proposed disposal plan.

As a refresher, Ascendis needs to sort out its balance sheet and emerge on a sustainable footing. The current proposal is to achieve this by disposing of three distinct businesses.

The first is Ascendis Medical, with a net asset value of R289 million and a loss after tax for the six months to December of R259 million. This business is earmarked for disposal to Apex Management Services (one of the holders of debt in Ascendis) for a R550 million base price, with downward adjustments for the backlog of capital expenditure (R200 million) and excess rental incurred of up to R25 million.

The second is Ascendis Pharma, with a net asset value of R117 million and profit after tax for the six months to December 2021 of R22 million. This business is to be disposed of to Pharma-Q (another debt holder in Ascendis) and Imperial Logistics for a total price of R375 million.

The third and final business is Nimue, with a net asset value of R32 million and profit after tax for the six months to December 2021 of R5 million. Nimue is being sold for R102 million to Amka Products.

Further details will be provided in the circular to shareholders, which is expected within 60 calendar days from the date of the first announcement regarding these disposals. That announcement was released on 1 February 2022.

If you plan to work out multiples on the above numbers, remember that profitability is always disclosed with reference to a period of time. To estimate a multiple, interim profit needs to be doubled or you are only taking half the earnings into account. In a perfect world, you would want the numbers for the second half of the previous financial year for these businesses, so that you can work out a “last twelve months” (LTM) multiple by combining the second half of the previous year with the first half of this year.

When working out a premium or discount to net asset value (NAV), remember that NAV is a balance sheet concept and is thus a snapshot of a point in time. You never double this, even when working with an interim financial report.

Sun International looks much brighter

The tourism and hospitality group has released results for the year ended December 2021, signing off on a year that was much better for the industry than 2020. That’s hardly a tough benchmark though, let’s face it.

Perhaps the most important thing about this performance is that the group managed to reduce debt in this period by R541 million, assisted greatly by sustainable cost savings of R650 million that were implemented in a time of great need. R180 million in annual savings was achieved at Sun City alone!

Income from continuing operations increased by 29% to R7.8 billion and headline earnings swung favourably from a loss of R409 million to a profit of R265 million. This means that the group has still lost money over the pandemic period overall. The encouraging news is that the adjusted EBITDA margin in South Africa has improved from 28% in 2019 to 34% in 2021.

The casino operations and alternate gaming businesses make up 80% of group revenue. Sun International claims to have defended or grown market share at most urban casinos, while enjoying a strong rebound in the slots business (which benefits from alcohol trading and the removal of curfews) and record income in the sports and online betting business known as SunBet.

New player acquisitions in SunBet were 88% higher than 2019 and turnover was 66% higher than that year. Due to the significant marketing spend required in SunBet, the division recorded a small adjusted EBITDA loss.

The resorts and hotels division can only dream of a return to pre-Covid levels. Income was up 39% in 2021 vs. 2020 but remains 39% below 2019 levels. This division is still loss-making, with an adjusted EBITDA loss of R56 million in 2021 vs. a loss of R158 million in 2020.

Management’s focus is to keep reducing debt to create capacity for dividends to return over the short to medium term and for “disciplined investment” in the right opportunities. The debt levels are well within lender covenants.

Performance in January and February 2022 has been strong. Gaming income was in line with 2019 and EBITDA was higher. Sun International can only do its best under the circumstances of Covid and other global disruptions.

At yesterday’s closing price of R23.59, Sun International is still 40% lower than where it traded at the beginning of 2020.

STADIO declares a maiden dividend

Tertiary education business STADIO has released results for the year ended December 2021.

The core driver of revenue is student numbers, which increased by 9% to 35,031. Distance learning students are around 84% of the total. In the second semester, distance learning students grew 13% year-on-year and contact learning students decreased by 7%, so it’s not difficult to figure out that the mix of students is changing.

This trend will be accelerated by the Milpark business transitioning away from contact learning to distance learning only. With one of the Milpark students placing first in the SAICA ITC board examinations, the brand seems to be strengthening.

We will have to wait for a post-COVID world before we know the extent to which contact learning will recover.

In an effort to keep the revenue line ticking over, STADIO is growing its short course business and acquired Intelligent Africa in October 2021. This can be a lucrative way to tap into corporate budgets for learning and development.

Thanks to the mix effect of different qualifications and price increases on top of student number growth, revenue was up 18% for the year.

With the fair value adjustment for CA Connect in the prior year of R207 million excluded, EBITDA increased by 23% to R310 million.

This result was impacted by STADIO having entered into an early settlement agreement with the CA Connect shareholders, which led to a dilution in STADIO’s shareholding in Milpark from 87.2% to 68.5%. When all is said and done, that acquisition cost STADIO R258 million and made loads of money for the sellers thanks to a really strong performance in the CA Connect business.

There were also impairments related to changes in strategy around certain properties. STADIO recognised an impairment of R17 million on the leased Milpark campus in Gauteng and an impairment on the STADIO Montana property of R10 million based on a deal to sell the property for R52 million (the carrying value was R62 million). The base year also had substantial impairments (R51 million on intangible assets) so earnings per share isn’t a great tool for comparison of 2021 to 2020 (as is so often the case).

Without any adjustments, headline earnings per share (HEPS) swung from a loss of 8.5 cents the previous year to a profit of 17 cents per share. Core HEPS excludes the impact of non-recurring or non-cash items and increased by 24% to 17.6 cents per share.

To add to the good news, STADIO has declared its first ever dividend in the amount of 4.7 cents per share. This is encouraging considering that the group had substantial capital expenditure needs for projects like STADIO Centurion and STADIO Durbanville.

The balance sheet has R66 million in cash and STADIO has access to a revolving credit facility of R185 million of which only R15 million has been drawn down.

The share price closed 3.3% higher at R3.40. The dividend represents a yield of 1.4% on yesterday’s closing price.

Absa got the basics right in 2021

Banking results season is well underway, with Absa as the latest company to report on the year ended December 2021.

If you thought the swings at group level over the past two years can be significant, wait until you read deeper and see the individual business unit performance. For example, the Vehicle and Asset Finance unit swung from a loss of R927 million in 2020 to a profit of R605 million in 2021!

Gross loans and advances increased 7% and deposits were 12% higher, so the bank has followed a cautious strategy in getting money out the door. Interestingly, credit card loans only increased by 1%! To give context to that, instalment credit grew 9% and mortgages grew 8%.

Linked to the balance sheet strategy, credit impairments fell by 59%, resulting in a credit loss ratio of 0.77%. This is way down from 1.92% in the Covid-infested 2020 financial year.

Revenue increased by 5%, with the growth driven entirely by net interest income increasing 9%. Non-interest income was flat vs. the prior year. Net interest margin improved from 4.17% in 2020 to 4.46% in 2021 as interest rates stabilised.

To give an idea of how sensitive the banks are to interest rate movements, Absa’s net interest income would change by approximately R600 million if interest rates changed by 1%. To be clear, interest rate increases are positive for banks.

Operating expense growth was just 1%, so that’s a feather in Absa’s cap for cost control, although a major contributor was high non-recurring advisory fees in the base. This helped drive an improvement in the cost-to-income ratio from 59% to 56.6%. Further down the income statement, pre-provision operating profit increased by 11%.

Thanks to the improved credit loss ratio, diluted headline earnings per share jumped by 193% and the net asset value (NAV) per share increased by 12% to R156.41. Yesterday’s closing price of R177.45 represents a 13.5% premium to NAV per share.

Absa hopes to improve return on equity to over 17% by 2024. In 2021, return on equity was 14.6%, so there’s a long way to go.

The bank declared dividends of 785 cents per share in 2021, of which the final dividend is 475 cents per share. Based on the full year dividend and yesterday’s closing price, the trailing dividend yield is 4.4%.

EOH achieves 5x EBITDA for Information Services

EOH has announced the disposal of four businesses to a single purchaser. This is part of EOH’s strategy to dispose of certain IP companies in an attempt to fix the group’s balance sheet.

The assets in question are Hoonar Tekwurks Consulting, Managed Integrity Evaluation, Xpert Decisions Systems and Zenaptix, collectively referred to by EOH as “Information Services” and so I’ll stick to that term as well.

The Information Services businesses provide credit checks, background screening and big data, analytics and technology services in South Africa. Each of the four underlying companies has a different speciality within that broader framework.

The purchaser is an entity called Bachique 842 Proprietary Limited. That sounds like a lipstick colour and doesn’t tell you much in isolation. The important additional information is that the company is a wholly-owned subsidiary of LR Africa Holdings Limited, advised by Lightrock.

Among others, Lightrock is backed by the Princely House of Liechtenstein and its portfolio includes more than 60 high-growth companies. Lightrock has 70 professionals based in 5 offices across Europe, Latin America, India and Africa. EOH notes that it sees Lightrock as the right partner for the Information Services businesses going forward and it does seem like there might be an exciting future ahead for those management teams.

The deal has been priced based on an enterprise value of R445 million. The use of enterprise value is the most common technique in these types of deals, as it allows for the assets to be valued without any distortions from debt or excess cash on the balance sheet. Adjustments are then made for the balance sheet to bridge the gap between enterprise value and what the seller actually receives.

In terms of cash to be received by EOH, the base purchase price is R417 million, adjusted for final net debt and working capital benchmarks among others. The proceeds (net of the adjustments and transaction costs) will be used by EOH to reduce debt.

As at 31 July 2021, Information Services had a net asset value of R344 million and a tangible net asset value (i.e. excluding goodwill and other intangible assets) of R135.6 million.

EBITDA for the year ended July 2021 was R138.4 million. Excluding a once-off non-cash gain, EBITDA was R88 million. This was the most likely number used in arriving at the enterprise value of R445 million, so that’s an EV/EBITDA multiple of just over 5x.

The profit after tax for the year ended July 2021 was R79.1 million. Adjusting for the non-cash item mentioned above as well as other major non-cash items results in a “cash” profit after tax of R37.9 million.

There are several conditions precedent, ranging from South African Reserve Bank approval through to consent by the lenders to EOH. Importantly, EOH shareholders also need to approve the transaction as this is a Category 1 deal under JSE Listings Requirements.

EOH needs to achieve more than 50% support from shareholders and will be releasing a circular “in due course” with all the information needed by shareholders to make a decision. It should make for very interesting reading.

Standard Bank: positive JAWS and a strong outlook

Standard Bank is the latest financial institution to release results for the year to December 2021. The trend in the sector has been one of recovery after 2020 was severely impacted by Covid.

The blue bank is no different, with a rebound in headline earnings of 57% to R25 billion. Return on equity jumped sharply from 8.9% to 13.5%, a level that supports a valuation above net asset value (NAV).

Speaking of NAV per share, that increased by 13% to R124.93 per share. Friday’s closing price of R160.33 represents a 28% premium to NAV per share.

Although revenue for the year was only up 5%, there was double-digit growth in the second half of the year. Revenue growth was ahead of cost growth, resulting in positive JAWS (the difference between the two) of 54 basis points.

Further down the income statement, credit impairment charges dropped by 52%, something to be expected after the horrors of 2020. Importantly, they are still higher than pre-pandemic levels.

It’s worth highlighting that Standard Bank Group is the third largest asset manager in Africa. The investment business grew headline earnings by 11% in 2021.

The South African banking business saw headline earnings jump by 172% and return on equity recover to 12.5%. JAWS was 198 basis points in a year of strong revenue recovery.

In other African regions (contributing 36% of group headline earnings), currency movements resulted in a muted performance in reporting currency. Headline earnings declined by 2% as reported and increased 6% in constant currency. Return on Equity at 18.2% is still very impressive.

Prospects for 2022 are encouraging from a banking perspective, with interest rate hikes expected in the markets in which Standard Bank operates. This helps drive endowment income for banks, something that has suffered during an environment of extremely low interest rates during the pandemic.

In South Africa, Standard Bank expects three more 25 basis point increases over the course of the year.

In line with other macroeconomic commentary I’ve seen (as well as common sense), the conflict in Ukraine is a risk to further rate hikes i.e. may result in fewer hikes than the market was expecting. Standard Bank luckily has limited direct exposure to Russia and Ukraine, but ICBC does have exposure to emerging markets and commodities businesses that are being impacted.

Non-interest revenue will be driven by activity-related fees (e.g. loan origination fees) that will hopefully more than offset an expected decrease in trading revenues year-on-year.

With a continued focus on costs, the bank hopes to deliver another positive JAWS result. Credit impairments are expected to normalise, with a credit loss ratio at the lower end of the through-the-cycle range of 70 to 100 basis points.

Shareholders should note that the acquisition of Liberty Holdings minorities was completed recently and Liberty delisted on 1 March. Integrating these businesses will be a priority. Between Liberty and Standard Bank, there is over R1.3 trillion in assets under management and R73 billion in gross written premium across the short-term and long-term businesses.

Headline earnings per share (HEPS) was R15.73 and the dividend per ordinary share is R8.71. This is a trailing yield of 5.4% on Friday’s closing price. The final dividend of R5.11 per share will be paid in April.

Sanlam dishes out dividends

Sanlam has released its results for the year ended December 2021. The base period covers the worst of the pandemic, so keep that in mind when assessing this result. The key takeout from this result is that operating profits have returned to pre-pandemic levels.

I’ll start with the dividend, something that Sanlam prides itself on. If you are an investor who places importance on regular dividends, then Sanlam makes a strong case for being on your shortlist. The company has been an exceptional source of dividends over the years and declared a final dividend of 334 cents per share for this financial year, up from 300 cents per share in 2020.

This is a trailing dividend yield of roughly 5%, which is substantial for a group of Sanlam’s size and resilience.

Delving into the results, we see the net result from financial services up 13% and net operational earnings up 23%. At diluted headline earnings per share (HEPS) level, the increase is 27%.

The core business has put in a solid year, with new business volumes up 14%, net fund inflows 27% higher and value of new covered business significantly higher by 44%. Importantly, new covered business margin has also increased (from 2.58% to 2.87%).

Sanlam’s equity value per share is R64.44, up from R59.20 the year before. The company is trading at a slight discount to book value. Return on group equity value per share was 13.9% in 2021.

Depressingly, Sanlam includes a note in the outlook section regarding an expectation of further waves of infection. Modest discretionary reserves will be maintained in relation to this risk.

Sanlam does not expect the new business growth rates achieved in 2021 to be repeated in 2022. The group also expects equity markets to normalise in 2022 after a major recovery year in 2021, which will also impact growth rates.

The share price jumped nearly 6% in morning trade, as the market showed its appreciation for the consistency of this financial services giant.

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