Provogue (India) Ltd - Demerger

Provogue is going through a demerger. For a lot of investors out there, looking at a company like Provogue would be quite a taboo and honestly, its difficult to argue with that view! :-) Still, I decided to give it a look without having any mindblocks, and a few surprising things emerged! Let us take a look at what is happening.

The Scheme

The scheme of demerger-amalgamation envisages the demerger of the 'retail estate centric real estate development business' of the company into a separate company and listing of the same. The entire structure is a bit complicated, so instead of explaining it, let us try and view it in pictorial form.

Through the scheme itself, Provogue would be reducing its capital from FV Rs.2 to FV Re.1. (I think it would be primarily to write off the goodwill on Provogue's balance sheet.) This would happen post demerger. Through the demerger, shareholders of Provogue will get equal shares of the demerged company Prozone Capital (Ratio of 1:1). All the necessary approvals have been received and the company can now declare the record date for the same.

The opportunity (?)

Provogue is currently valued by the market at CMP Rs.26 as follows:

Click to enlarge

Currently, besides the retail business, Provogue also has another business housed in its subsidiaries. It owns and leases out malls, primarily in tier 2 and 3 cities. This business is more in the 'setting up' stage and is currently not earning any profits. However, the company has also done an interesting thing. It has acquired land parcels around their proposed malls, which also gives it a third business line, that of real estate development! These businesses are housed in Prozone Enterprises, in which Provogue holds 75%. The rest 25% is held by UK based Capital Shopping Centers Group (CSC). Consider the following:

• CSC paid Rs.202 cr for its 25% stake in 2006, valuing Prozone Enterprises at more than Rs.800 cr.
• Triangle Real Estate Fund paid Rs.306 cr in 2010 for 35% stake in 3 SPVs of Prozone Enterprises, valuing them at Rs.865 cr.
• Prozone Enterprises' 10 lakh sq.ft. Aurangabad Mall is already operational, with large occupancy reported. The mall could bring in at least Rs.30-35 cr yearly lease rentals at peak occupancy.
• More malls are planned at Coimbatore, Indore and Nagpur.
• Prozone Enterprises is also constructing a  commercial offices center  near the Aurangabad Mall. Expected saleable area is 4 lakh sq.ft.
• Omni Infra, a subsidiary of Prozone is in the process of constructing a residential township at Indore. Phase 1 of the same will consist of 11 buildings, with a total saleable area of 1 million sq.ft.
• As per unconfirmed reports, Prozone owns a total about 150 acres of land.
• All the subsidiaries are adequately financed, primarily because the company has been able to dilute equity at substantial premium. 

Even though the total assets and holdings in Prozone Enterprises are not clear, its Aurangabad Mall alone can be worth Rs.100 cr at least, assuming Rs.30 cr lease rentals and Rs.10-12 cr PAT. It is not clear whether the company intends to lease out or sell space in the Aurangabad commercial offices center, but if they decide to sell it, that alone can easily net them at least Rs.100 cr (on a very lower side). The 1 million sq ft Phase 1 of the Indore township can earn them Rs.50-60 cr more, assuming a profit of Rs.500 per sq.ft. We cannot take a call on the remaining assets of Prozone Enterprises, since proper data is not available.
Take a look at this table, taken from Provogue's AR..

Click to enlarge

So we are getting all of the above plus Provogue's own retail business for a market cap of Rs.300 cr and an EV of Rs.550 cr! That is quite interesting! Value creation through demerger indeed! ;-)

Risks / negatives

When we are talking about Provogue, this section becomes very important! :-)

• The promoters/management of the company are, well, how should I put it..umm..very adventurous! (drug case etc) It is also obvious that they are interested in their stock's market price (approved a buyback and then did nothing). It is a management that I would rate very low and I would not trust them at all. This is a huge huge negative, specially in the context of putting money in special situations.
• The 'value' in Provogue exists primarily because the management has been able to dilute equity, both in Provogue as well as its subsidiaries at atrocious prices and valuations. (Provogue had made a private placement at 200 bucks, then one more at 97). Now that the price is 25 bucks, the huge money which came in at such prices makes the balance sheet look much better in comparison to the present market cap! :-) The business, per say, earns no cash and I absolutely hate such businesses.
• Information is not properly available. Provogue is like a cabbage! Inside the layer of the main company lies a layer of subsidiaries. If you peel off that layer, there is another layer of step-down subsidiaries inside. Peel off that layer and...well you get the point. There are total 27 subsidiaries of Provogue and various businesses are housed in various subsidiaries as SPVs. Since detailed info about the subsidiaries need not be given as per law, it is very difficult to gauge which has what! 
• There is large institutional holding in the company. (I imagine they must be very pissed off, since they have bought at much much higher prices). One of the institutions which had more than 5% has been selling continuously, keeping the price bogged down. Now something like this should not usually bother us, but in special situations, where exit has to be fast, this should be seen properly. (Btw, Mr.Rakesh Jhunjhunwala has increased his holding in the recent Dec 2011 quarter. I wonder how this news did not lead to a rally in the stock!!)
• It is not clear how the PE guys who put money in SPVs are going to exit. I would like to know that, since I would also be a shareholder along with them!

My take

I am not at all interested in the standalone business of Provogue. It is a cash guzzling business with a questionable management. Its the demerged part which interests me. That seems to be a much better business. With CSC holding 25% there, the probability of the management doing any blatant hanky-panky also reduces greatly. So the strategy would be to sell of Provogue shares on the ex-date.

If it were any other company with a decent management, available at these valuations, I would have taken a very sizable position. However, with Provogue, I do not have the guts to take a big big position. (One may argue that these valuations exist only because its Provogue!!). The critical call to take is about how much would the price fall on ex-date. My call is that the price will not fall much, since there will be no impact on Provogue's EPS. Also, the balance sheet will not be hugely impacted, since lot of dilution has happened at subsidiary level. Capital reduction also does not lead to a great fall in price, if history is a guide. So, selling off Provogue on ex-date and holding the demerged company shares at very low effective cost makes most sense to me. 

Let us see how this one goes!

Cheers and happy investing!

P.S. Disclosure from my side: I was not under the influence of any drugs/substances at the time of writing this post. (I know this is a cheap shot, but could not resist taking it!!)

That left out feeling!

A warm hello to all! I think the title of this post summarises the state of the majority of investors (not all!). Its the feeling which the only married guy in a group gets, when all his bachelor buddies go drinking!
The world was so beautifully going to the dogs. The PIGS were being cute and wonderful, China bubble was supposed to pop anytime, US was supposed to have never recovered, the Iran guys were upto something which would take oil prices through the roof, our Government policy and decision making was in shambles, inflation was still not comfortably low, interest rates looked like they would stay high for some more time, our deficit was ballooning out of control, with growth being hit simultaneously and most importantly, everyone around was also not investing. We all were waiting for the inevitable fall so that we could deploy the safely kept cash and dance around merrily. Hell, that didn't happen! Instead, the market (index) rallied, with a huge number of well known small and midcaps going up 50-100% within a couple of months. Investors were left just sitting on their behinds! So what went wrong (or should I say, what went right, for everything to rally?) What to do now? Lets try and answer these questions..

What caused this rally?
Answer: Really doesn't matter! The rally has happened, its done! No point in brooding over past events, which will add zero value to you. No point in looking at the stock prices and saying this available at half the price a few weeks ago etc etc. Lets be in the present and not dwell upon the past.

What to do now?
Well, everyone has different approaches to doing things. So i will talk a bit about what not to do too, coz that is most important..
1. Absolutely avoid panic buying. There is no point in buying just for the heck of it. This is the time when one will become most susceptible to 'tips' because the mind will be looking for support from someone to help you earn some money and not be left behind. When everything around is rallying and someone tells you that xyz stock is the next in line, it is but natural to get tempted. But, don't!! Control temptation, keep logic and common sense alive.
2. Don't instinctively buy stocks that haven't gone up in this rally. Typically, our mind will search out stocks whose price hasn't gone up, thinking that they are next in line to go up. Well, there could be very good reasons why the price hasn't moved and these reasons could very well take the price even lower! So, no buying without proper investigation.
3. Don't justify your failure to deploy cash. Do not say to yourself that I knew this rally was going to come but this is just a one-off. It will fall soon and then I will buy! Admit your mistake. Its the first step towards not making it again!
4. Don't be afraid to sell. If you think that the price of some stocks in your portfolio has undeservedly gone up, do sell them. Don't wait for a higher and higher price to sell, like most people recently waited for lower and lower price to buy!
5. This is a good time to get the crap out of your portfolio. Well, any time is a good time to do that actually! But now, if the crap has moved up, it will be less heart-wrenching to let it go! Use the opportunity! Also, remove small and marginal positions in your portfolio, which you don't intend to add to. Make the portfolio leaner.
6. Opportunities still exist. They always do, wherever the index may be. But now, it will require much hard work to find them out. So, lets work harder. Of course, now is the time to be ultra careful, not because the market has rallied, but because our mind will be eager to buy something and not be left behind. Lets watch ourselves and not get sucked in.

What should we learn from this?
This is most important. We learn from history, that we don't learn from history. Let history not repeat itself! Let us all learn that timing the market is impossible!

So wasup with me?
I am sooo very tempted to look smart and say that I deployed all my cash (which was a rather large %). Well, I couldn't. I managed to build some positions in a couple of special situations and deploy some cash in few stocks I liked, but full cash could not be deployed. Though the rally did not surprise me, to be honest, the speed of it did. Typically, I tend to take a step back when prices of my stocks start shooting suddenly (uncorrected behavioural flaw!), hence, I could not complete my full buying in a majority of my intended purchases. I am so very left out! And I am quite ok with it, as of now! :-) I am continuing to look at some stocks to see if there is something to buy out there. I am sure there is, it just needs to be found out. Guess we will have to work harder and smarter now! Equally important is whether any of my holdings need to be sold. But I am not still finding any compulsive 'sells' yet.

So all in all, if you could not 'participate in the rally', don't fret. Just keep a calm and cool mind and control the very natural urge to buy something, anything, just for the heck of it! Buying/selling should not be dictated by the market direction. Buy only if makes sense and if it does make sense, buy without fear! If you just cannot control the urge to buy something merely for the heck of it, do go out and buy a few good books! They will always be a great investment! :-)
Let it all be 'routine as usual'.

Cheers and happy investing...

Notes from Elecrama 2012

Last week, I spent some time at Elecrama 2012, an industry exhibition of power transmission and distribution (T&D) players, held at Nesco Exhibition Centre in Mumbai. Hundreds of companies, listed, unlisted, domestic and foreign had their stalls at the exhibition.

I often interact with a lot of industry people (who have no idea of finance/stock market) to understand the ground level realities of a sector/company. Visiting such exhibitions is even better, for two reasons:
1) You get to meet a lot of industry experts from varied sectors at one place.
2) Usually, the stalls are not manned by finance people, but by technical/marketing people. So the view we get from them is totally unbiased. They have nothing to say which can help the stock market price of their company! :-)
(In case you doubt my motives for going there, lemme tell you upfront that the food there is usually horrible!)

The exhibition was by players belonging to the power transmission and distribution industry. Transformers, switchgears, wires, various EPC players, etc were all present. Here are some notes I gathered from my interaction with various people representing various companies from various sectors over a period of 4-5 hours at the exhibition. These are not my own views.

Major problem is coal
Yes, there were no power generation companies there, only transmission and distribution ones. Still they rued about the non-availability of coal. Here's why; without proper coal availability and linkages, power generation capacities cannot come up as scheduled. The T&D work starts only when there is proper view on when the power generation will begin, so that there is seamless transmission of electricity. Without coal, generation is hampered. Without a view on when generation will begin, the down-stream T&D work comes to a standstill. Effectively, the entire process comes to a grinding halt. Coal India, THE supplier of coal in India is facing a tough time ramping up capacity. Proper coal linkages, therefore, are a critical value driver for the entire power-ancillary sector.

Working capital is proving to be a major strain
With overall liquidity in the system not at very great levels and with mounting losses and pressure on SEBs, recovery is proving to be a major problem. A lot of the players gave feedback that business is there, but we are not taking it because we do not know when the customer will pay up! 3-4 months has become a usual time for recovery in most cases. This puts strain on working capital. Companies will not sell more if they do not have working capital to support increased sales. This puts companies' topline in danger too!

Irrational competition is hurting
Competition has become fierce. Even the Koreans and the Chinese are trying to get into the Indian power ancillary market in a big way. (Although there are certain laws to protect Indian companies). Due to intense competition, a lot of companies are pricing their products at substantially lower margins, just to keep the topline going! The industry faces severe pressure on margins in the next future (at least a couple of quarters). This problem seemed more severe on the EPC side (transmission lines, sub-station erection, etc). Players do not expect pricing sanity to return very soon.

Solar is the next big thing
Surprise surprise!! Almost every industry person from varied sectors I spoke to said the same thing. Solar energy is going to be really big! But what about the very high cost of generating solar? What about rational pricing? What about financing for the same? Even the lowest cost for generation quoted recently (Rs.7/unit) is wayyyy higher than the cost of producing thermal power. Also, what about fast changing technology? Whatever solar power projects are being put up now, will they not become obsolete in maybe 5 years from now? So how can one say that solar is the next big thing? To alllll these questions, I got only one answer; solar will be big because the Government wants it to be big! Everybody admitted that there are some irrational things going on in solar power sector. Down the line, there will be huge growth, some players will burn their hands, unviable projects will go bust, sure! But the sector will become huge! Thats what they said! This also gives an opportunity to power-generation-battery makers like Exide. (Like they got a big boost in sales a few years ago during the telecom tower craze!)

Wheels are slowly turning, but even a snail would overtake!
The industry people reported that some improvements are happening. SEBs are being cleaned up, orders from Powergrid have resumed in decent volumes over the last two months and Government has recently started taking some serious steps to tackle the coal shortages. But the process will be slow and will cause pain to a lot of players till it catches on properly. Good old times are at least 2-3 quarters away, they say.

Well, there you have it. Some info about the power sector. I find this sector really interesting, inspite of majority of the players in it not making cash-flow and spending a bomb on working capital. Another interesting article from The Economist about the sector makes a nice read. Do go through the same.

Cheers and happy investing!!!

P.S. Came across something interesting recently. Its a book, which I do not think is released yet. Do check it out. The basic premise of the book seems very interesting, worth keeping tabs on the it.