Thursday, October 10, 2013

Star Buffet STRZ

Star Buffet (STRZ) is a casual restaurant operator emerging from bankruptcy. The black eye from bankruptcy and trading on the OTC results in most investors ignoring the name. I believe this is a mistake because the company provides investors an undeniable margin of safety. Their crown jewel is Casa Bonita, a restaurant so cool that an episode of South Park centered around a trip to the site.
The company exited bankruptcy on January 17, 2013 with a plan to sell assets, reduce debt, and shed underperforming sites. Even with the exit there is a lack of clarity for investors but I believe this overhang will disappear in the next 6-12 months. Investors today can purchase STRZ at a 29% FCF yield that has strong real estate assets ready to be monetized.

Background

Star Buffet is a rare investment because there is a margin of safety in the balance sheet and ongoing cash flows. Both of these are hidden because audited financial statements have not been released since exiting bankruptcy. Looking at various documents I will try to reconstruct the balance sheet and where we stand today. My estimates are from PACER Doc 267, 113, post confirmation sheets, discussions with management and estimates.

Upon exiting Ch. 11 STRZ had these approximate liabilities:

Loans owed to Wells Fargo: $5.77 million

Other mortgage debts: $5.09 million

Robert Wheaton Loan: $1.99 million

Robert Wheaton Exit Loan: $300,000

Unsecured Creditors: $2.0 million

Property Tax & Admin: $2.5 million

Total Liabilities To Be Paid Down: $17.65 million, of which $13.15 million is interest bearing debt.

The company planned to sell 10 properties and use the proceeds to pay down liabilities. Below is a table showing these sites. If these restaurants are sold at marketed value they would cover most of the major liabilities listed above. Whether or not they'll actually get the marketed value is a point for debate, but we do know that the company sold two sites and shut down three K-Bob sites.

Table 1. Marketed Value of Sites for Sale or Sold
Property
City
State
Marketed Value
HomeTown Buffet
Yuma
AZ
 $           1,950,000
HomeTown Buffet
Scottsdale
AZ
 $           2,250,000
Buddy Freddy's
Plant City
FL
 $           2,500,000
Whistle Junction
Titusville
FL
 $           1,800,000
South Daytona
FL
 $           1,350,000
Ocala
FL
 $              650,000
4Bs
Kissimmee
FL
 $           1,400,000
4Bs
Hudson
FL
 $              750,000
4Bs
Jacksonville
FL
 $              950,000
4Bs
Layton
UT
 $           2,250,000
Not Marketed
4Bs
Sierra Vista
AZ
Total
 $        15,850,000
On April 1, 2013 the company announced that they sold a former JB's Restaurant located in Sierra Vista, AZ. Per the press release, the proceeds were used to pay down the Wells Fargo loan. While no specific amount was given, the Post Confirmation Report (Doc 394) shows that in Q1 2013 the company paid $1,032,072 to secured creditors. This site was closed and not listed as a site for sale originally.

On May 31, 2013 the company announced that they sold a JJ North's Country Buffet in Yuma, Arizona. The proceeds were used to pay back Wells Fargo. Again, there was no indication for a final sale amount. And again, we can look at the Post Confirmation Report to get an idea of the final amount. In the Q2 2013 Post Confirmation Report (Doc 431) STRZ reports making a payment of $1,296,673 in the current quarter and $2,328,746 paid to date.

These amounts and the creditor paid(Wells Fargo) have been confirmed by management, which means the site at Yuma, AZ received 66% of the marketed value ($1.296M paid, marketed for $1.95 million in Table 1). The remaining distributions total $5,511,643, according to the Q2 Post Confirmation report. This is the remaining Wells Fargo loans and the unsecured creditors. While we know the marketed value for the remaining properties it is probably overstated significantly.  

Conservative Property Sales

As expected, each property has a wide variance of traffic, nearby attractions, upkeep, and most importantly, potential. It should be clear from the Yuma, AZ sale that marketed value is optimistic. Below we can see valuations for individual properties.

Scottsdale, AZ: Marketed for $2.25 million

This is a 14,960 square foot (SF) facility on 1.55 acres of land. It was sold in 2001 for $1.7 million and has been assessed for $1.319 million, which seems to be a conservative estimate.

Sale Estimate: $1.319 million or 58% of marketed value.

Plant City, FL: Marketed for $2.5 million

This Buddy Freddy's is a 8,552 SF building being offered at $292/SF. It is being offered as a sale-leaseback at a 9% cap rate. An owner could come in and enjoy a 10 year lease on the property. I believe the long lease life, performing restaurant, and high cap rate make this marketed value reasonable. Restaurants like Ruby Tuesday have been able to sell off sites at less than 7% cap rates(obviously not a great comparable but puts us in the right direction). To be conservative I will cut the offered rate by 10%, implying a cap rate of 10%.

Sale Estimate: $2.25 million or 90% of marketed value.

Titusville, FL: Marketed for $1.8 million
This is a vacant 10,811 SF former Whistle Junction. It is being offered at a 7.2% cap rate ($129,600 NOI). Titusville has unemployment in excess of 8%. As a general rule of thumb I think local cap rates should be higher than local unemployment rates. There are two other restaurants being sold in the area for $115/SF and $136/SF. These are smaller but to be conservative I will assume that this Whistle Junction gets sold at $125/SF, the average of the two other restaurants.

Sale Estimate: $1.35 million or 75% of marketed value.

South Daytona, FL: Marketed for $1.35 million

This is a 11,414 SF ($118/SF) site leased by Ocean Buffet Inc until 2021. It is being offered at an 8.5% cap rate (implied NOI of $113,900). When judged against local $/SF and cap rates, this Ocean Buffet seems fairly priced. To be conservative I will assume it gets sold at a 10% cap rate.

Sale Estimate: $1.13 million or 83% of marketed value.

Ocala, FL: Marketed for $650,000

This is currently leased as El Azteca at a 7.27% cap rate and there are two years left on the lease. It is difficult to predict whether or not the lease gets renewed and I believe it is likely that a buyer will wait for a new lease in hand before moving forward. To be conservative I will assume it gets sold at a 10% cap rate.

Sale Estimate: $472,000 or 72% of marketed value.

Kissimmee, FL: Marketed for $1.4 million

This is a 9,888 SF vacant restaurant that has been reduced to $800,000. Clearly there is not a lot of value in this property besides the land and redevelopment potential. I will assume that it ultimately gets sold for $500,000, which is simply a large haircut to the current sale price.

Sale Estimate: $500,000 or 35% of marketed value.

Hudson, FL: Marketed for $750,000

This is not a gem of a property, but there is 9,367 SF on 2.8 acres ready for redevelopment. When a flier says "Make Your Best Offer!" I think it is safe to assume that the best offer ends up being quite low. I will assume that this gets sold for $375,000.

Sale Estimate: $375,000 or 50% of marketed value.

Jacksonville, FL: Marketed for $950,000

This site was bought from SBI leasing in 2012 and converted to a Dollar General. The site was bought by Millennium Venture Group who paid $500,000.

Actual Sale: $500,000 or 52% of marketed value.

Layton, UT: Marketed for $2.25 million

This is a 9,934 SF former Hometown Buffet. Data is rather sparse in the Layton, UT area so I will make an educated guess. They offered this for lease at $10K/month, $120,000/year. At a 10% cap rate that would be $1.2 million. A cap rate like that is significantly higher than other cap rates in the area, so I think it is conservative.

Sale Estimate: $1.2 million or 53% of marketed valued.

The table on the next page summarizes the values for each location. It should be stressed that there is no precision in these calculations. In this case though we don't need GPS coordinates, simply a compass telling us which way is north.

 Table 2. Dichotomy Capital's pricing for STRZ properties listed in the bankruptcy proceedings
City
State
Realistic/Actual Price Sold For
Yuma
AZ
 $1,296,000
SOLD
Scottsdale
AZ
 $1,319,000
Plant City
FL
 $2,250,000
Titusville
FL
 $1,350,000
So. Daytona
FL
 $1,130,000
Ocala
FL
 $472,000
Kissimmee
FL
 $500,000
SOLD
Hudson
FL
 $375,000
Jacksonville
FL
 $500,000
Layton
UT
 $1,200,000
Total
 $10,392,000
Marketed Value
 $15,850,000
% of Marketed Value
66%

While it certainly looks suspicious, I did not set out to arrive at a 66% sale value(which is equal to the Yuma, AZ sale). In any case it seems reasonable that the end sale prices will be between 60-70% of marketed value. No matter what the sales end up at they must be used to pay down the mortgage debt.  

Deleveraging 

Enterprise value comes in at $17.08 million ($6.75M market cap + 13.15M debt minus $2.82M for the three properties already sold). EV/EBITDA is 4.9X (17.08/3.5) and shareholder accretion is simple: keep paying down debt by selling real estate and generating FCF. The eight sites that were listed have a marketed value of $10.6 million and I estimate that they will generate proceeds of $8.59 million. The table below shows what equity value would look like if the company is valued strictly at 4.9X EV/EBITDA and the real estate sales are used to pay down debt. There are other sites that will be sold too but were not discussed as a potential site, i.e. the Sierra Vista site. I have not included any other sales like the Sierra Vista site to be conservative.

Table 2. EV/EBITDA table after Real Estate Sales
% of Marketed Value Realized
In '000's
Current
50%
75%
90%
Debt Paid Off
---
 $          6,950
 $        10,425
 $        12,510
Enterprise Value
 $       17,080
 $        17,080
 $        17,080
 $        17,080
Equity Value 4.9X EV/EBITDA
 $         6,750
 $        13,700
 $        17,175
 $        19,260
Per Share
 $     2.10
 $      4.26
 $      5.35
 $      5.99

Even if we apply a large haircut to the marketed real estate values and assume that they sell for 50%, at a constant 4.9X EV/EBITDA the company has a per share value of $4.26. The obvious concern though is what happens if they don't sell the restaurants? If large real estate plays like Sears and JC Penny have taught us anything, commercial real estate takes time, patience, and several plans. Ignoring the fact that STRZ is a different animal and Amazon has yet to displace buffet restaurants, investors can still bank on robust cash flow from the operating business.

Ongoing Cash Flows

To keep this simple Doc 113 shows expected cash flows. The projections seem reasonable and work off the assumption that in 2013 the company will generate $39 million in revenues, $3.5 million in EBITDA and $2.0 million in FCF(basic definition) from 37 total sites. Compared to the last four years this EBITDA and FCF expectation seem in-line. Right now the company has 3.213 million shares outstanding, for a current market cap of $6.75 million($2.10/share). The company is being valued at 3.4X FCF which is very cheap no matter how you slice and dice it.

One risk is that all of this cash flow is very concentrated. Casa Bonita generated $7.3 million of the company's revenue and $1.467 million of the firms operating profit in 2012(total operating profit was $1.74 million in 2012). If something goes awry in Denver the company is simply a bunch of barely profitable restaurants and some real estate. After discussions with management I am confident that Casa Bonita is performing well and the estimates presented in court documents are proving accurate. At today's price they don't have to be spot on, just in the ballpark. Obviously the next big step is the release of financial statements.

When are updated financial statements going to be released?

This is the million dollar question and is probably the reason why shares have languished in the low 2's since exiting bankruptcy. According to management financials will be released once the auditors sign off on all liabilities. After filing bankruptcy creditors came out of the woodworks(they always do) and filed multiple claims. This resulted in numerous redundant liabilities. Management insists, and I believe, that these will end up right around the level declared in the court documents, $2.0 million. Right now they are a little over $6 million, which seems like a lot but just a few months ago these stood at $14 million. Nothing changed between then and now, but this process takes time. I sincerely doubt that the court would have approved a unsecured number that was 7X off the real value.

Once the auditors and the company reconcile liability differences I expected financials to be released. I expect this to happen in the next three months.

Conclusion

Star Buffet is a compelling investment opportunity today and has a greater margin of safety today than it did when it exited bankruptcy, despite almost no price movement. The sale of multiple properties, continued cash flows, and aligned management has set shares up for material appreciation. I believe the current overhang is due to investors not clearly valuing the company due to a lack of audited financials. While this is a concern now, once these statements are released the company should emerge as a robust cash flow generator that is selling off real estate.

Investors today can win in several ways and can sleep easily at night knowing that the company is selling at a 29% FCF yield and is selling off restaurants to deleverage. With the forced use of cash flows and asset sales the margin of safety is clear for a patient investor. 


   

Disclaimer: This research report expresses our opinion and is for informational purposes only. Any investment involves substantial risks, including the complete loss of capital. Any forecasts or estimates are for illustrative purpose only. Use of Dichotomy Capital LLC's research is at your own risk and proper due diligence should be done prior to making any investment decision. It should be assumed that Dichotomy Capital and or its clients, has an active position, either short or long, in the security mentioned in this report. Dichotomy Capital does not undertake to update this report or any information contained herein.

This is not an offer to sell or a solicitation of an offer to buy any security. Dichotomy Capital LLC is not registered as an investment advisor. All expressions of opinion are subject to change without notice and Dichotomy Capital LLC does not undertake to update or supplement this report or any of the information contained herein. All the information presented is presented "as is," without warranty of any kind. Dichotomy Capital LLC makes no representation, express or implied, as to the accuracy, timeliness, or completeness of any such information or with regard to the results to be obtained from its use.

Friday, October 4, 2013

Tower Group TWGP

The Fund I manage has a long position in TWGP. The position was initiated on October 1, 2013. This is not a recommendation to buy or sell any security. Do your own due diligence.

Tower Group (TWGP) has been in the news quite a bit this year. The company operates in two difficult markets: workers compensation and commercial auto liability. When reserved correctly (like anything else in insurance) these businesses can be very lucrative. When reserved incorrectly or too aggressively, these business lines can cause a world of hurt, something that TWGP has been experiencing.

Things have been unraveling for a while now and the past 18 months have been marked with "reserve strengthening." (This is just another term for "we estimated our liabilities incorrectly and now you the shareholder has to pay.") Things really hit the fan after the company hired an independent actuarial firm on June 30, 2013.

So TWGP announced that reserves would be boosted by $60-$110 million and there would be a large goodwill write-off. TWGP then orchestrated an awful PR campaign.

Order of Events

1. The press release from August 8, 2013 said that financial statements would be released within 30 days.

2. TWGP announced that they were terminating the agreement to acquire American Safety Reinsurance from Fairfax- just a few days after they received a stock notice that they were in danger of being delisted (due to a failure to post financials and a 10Q).

3. On September 17th the company issued another press release stating that they would release financials on October 7th.

4. On September 23rd Michael Lee, TWGP's CEO and Chairman, had a margin call and was forced to sell 1.233 million shares. Overall I saw a lot of commentary on various forums that basically said "Lee is selling shares because he has no confidence in the business - therefore the business is going under." Taking the time to read the actual filing painted a much different picture.

5. Gary Maier, Tower's Chief Underwriting Officer, announced his resignation on September 24, 2013. 

This all sounds bad and the stock got pummeled each and every press release. But let's look at a potential scenario to examine what could happen.

Bad Scenario

It should be obvious that TWGP estimates their reserves very aggressively. This was known beforehand and I found it surprising that a company with legacy line issues and aggressive accounting traded at a premium to book(AFSI is probably headed for a similar issue soon). With that said the company brought in outside actuaries prior to this debacle and established reserve ranges, which can be seen on page 13 of their 10K.

Tower carried reserves at $1,398.9 million and had high/low reserve estimates of $1,770 million/$1,284 million respectively. The midpoint for the reserve estimates is $1,527 million, about $129 million higher than what is currently carried. If Tower had to carry reserves equal to their high estimate, reserves would have increased $371.1 million.

As of 3/31/2013 tangible book value was $843 million. This works out to TBV/share of $14.68(57.4 million shares outstanding). If the company reserves at the high end of estimates book value can be expected to drop to $472 million ($843M - $371M) or $8.22/share. That looks good compared to a share price in the mid 7's. The problem is a dramatic decrease in book value would by extension boost operating leverage. This would probably attract the attention of AM Best and cause a downgrade, the company is already under surveillance with a negative outlook (August 12, 2013) so this wouldn't be welcome news.

I don't know what AM Best would require but at the most simplistic level they would want to see Net Written Premiums to Policyholders' Surplus(NPW/PHS) drop below 3X. Anything above 3X is considered "Unusual." In 2012 the company wrote Net Premiums of $1,721 million. Compared to my low estimate of TBV of $472 million this works out to NPW/PHS 3.6X, definitely "unusual."

These elevated levels leave TWGP with a couple of options: hope that regulators ignore them, raises equity, or borrow a balance sheet and cede premiums to better capitalized insurer(s). The first option seems unlikely. Raising equity is a definite possibility and borrowing a balance sheet was announced on October 1st. There are three reinsurers who participated.

Arch Insurance Agreement

This is a quota share agreement where TWGP cedes  premium to Arch. Based on previous data, Arch is expected to gain $227 million in premiums. In exchange, Arch will pay TWGP a commission between 25%-31.5% ($56.75-$71.5 million) depending on loss ratios recognized by December 31, 2015. At the lowest end, TWGP will cede ~$227 million in premiums and receive $56 million. With operating expenses equal to 35% of gross written premiums the company will take a hit to their combined ratio.

The company has not had a stellar combined ratio in the past several years, so most of the return on book was from investment gains. Near term, this will be ~$10-$25 million hit to returns (35%*$227 million minus ceding commissions of at least $56 million) in 2014.

Hannover Agreement

This is a quota share agreement that is similar to the Arch agreement but it covers the Workers Comp business. This covers 14% of the business and at no point can ultimate ceded NPW exceed $550 million(page 6). They are ceding $284 million for business already written and expect to cede $251.3 million for new/renewal business. Since renewals have already occurred it seems reasonable that 2014 will comprise the $251.3 million tranche.

The ceding commission rate is 25%-30.6% depending on how loss ratios develop by 2014. So old business was written at a 5 point loss(at least, operating expenses were 35% in 2012). So commissions in 2014 could be $62.8-$76.9 million. Based on 35% operating expenses this creates a loss of $25.1-$11.0 million.

Southport Agreement

This agreement has three sub-agreements. The first has TWGP ceding 30% of their workers comp and employers liability business written after July 1, 2013. TWGP will get 19-28% commissions depending on loss ratios. Gross premiums for workers comp was $419 million in 2012, so TWGP will cede $125 million of premium and lose $20-$8.75 million on the ceded business.

The second agreement takes care of $459 million of workers comp and employers liability policies written from 2011-2013. The premium paid to Southport is equal to the unpaid portion of liabilities. I think this will bring down investment income (float is essentially taken off the book and given to Southport to invest and hopefully) but it will have very little impact on BV. I have assumed that this will bring ROE down half a point or roughly $6 million. 

The final agreement is an excess of loss contract for workers comp business written from 2011-2013. The premium paid is the same as the second agreement. Again, I'll assume (perhaps incorrectly) that the impact from this agreement is $6 million.

Altogether the Southport agreement could impact TWGP $32-$20.75 million in 2014.

Ceding Agreements Impact to ROE

Management has guided for 12% ROEs in 2014. Based on a book value of  $1.218 billion this means that management expected to generate roughly $145 million of earnings. This will obviously be significantly lower due to the ceding agreements.

Using the mid-range to my estimates, the Arch agreement will bring earnings down by $17.5 million, the Hannover agreement will bring earnings down by $18 million and the Southport Agreement will bring earnings down by $26 million. Grand total this brings earnings down by $61.5 million. I will round up to $65 million to add a cushion.

The company will start reserving at higher levels as well. I estimate (based on the high/low reserve estimates in the past 10K's) that higher reserves will chew up another $50 million of earnings. This is hardly scientific though and calls to IR have not been returned.

2014 Earnings could be $145-17.5-18-26-50 = $33.5 million

Now granted, this doesn't account for any growth, hardening of lines(workers comp should see 9% rate increases), or lowering of expenses(something that management has guided for). But it sets up the base.


NWP/PHS Impact

The reinsurance contracts will take ~$600 million of premiums away from TWGP. That means, all things equal, TWGP will write $600 million less in net premiums in 2014 compared to 2012, thus NWP should be $1,121 million.


In my worst case scenario TBV drops to $472 million, which would give a NWP/PHS ratio of 2.3X. This would probably be an acceptable ratio for regulators and given that the legacy workers comp book has been passed off to Southport there is a lot less to worry about.

With lower liabilities from the legacy line, and a better NWP/PHS ratio I believe that shareholder dilution is unlikely.

Conclusion

Results are expected on Monday October 7th. With the company trading in the mid 7's I believe that a vast majority of the downside is accounted for and it is likely to prove excessive. There is a tremendous amount of pessimism with TWGP and a lot of it is warranted. The company is being taken to the cleaners but auditors and actuarial firms are making sure that reserves are more than adequate. Right now the downside is an AM Best downgrade, something that I believe is unlikely, but certainly not out of the picture.

My bet here is that a lot of bad news is baked in and a conservative approach would yield a company that is roughly fairly valued. Maybe something better comes up, maybe not but pessimism is a contrarian investors best friend. Monday will hopefully paint a clearer picture. Long TWGP.