Filings from August 17-23, 2014

Spin Offs:

Aquabound continues to file what appears to be the incorrect filing as it appears to be not a spin off.

New Patriots Transportation Holding (PATI) is spinning off from Patriots Transportation Holding (PATR). The interesting part here is that it is primarily a hauling company and they are spinning off the hauling portion, leaving the remaining enterprise of real estate and mining rights. The management looks all to be jumping onto the new ship. Look for an analysis of this one in the coming weeks.

California Resources Corporation continues to spin off from Occidental Petroleum Corporation (OXY). Unless specialized knowledge of the oil and gas business leads to better insights, this still appears to be best viewed in terms of a stub stock opportunity.


Kodiak Oil and Gas Corporation (KOG) is planning to merge with Whitting Petroleum Corporation (WLL) in an equity combination.

GSI Technology (GSIT) and GigOptix (GIG) will merge for cash, stock and a dividend.

Banco Santander (SAN) will merge with its Brazil entity as part of a reorganization.

JMP Group Inc (JMP) will merge with its LLC entity as part of a reorganization.

Reliant Bank and Commerce Union Bancshare (CUNB) will merge for equity.

Richfield Oil & Gas (ROIL) and Stratex Oil and Gas (STTX) will merge for equity.


MB Financial Inc. (MBFI) is issuing preferred stock as it merges with Taylor Capital.

Gramercy Property Trust (GPT) is issuing Series B stock.

Cellectar Biosciences (CLRB and CLRW for the warrants)  is upgrading to the NASDAQ at $6.15 with a history of negative earnings and cash flows.

Sino Mercury Acquisition (SMACU) is going onto the NASDAQ at $10 with essentially nothing. Virtually no assets, the expenses are sitting in payables, and there is no revenue or cash flows.

Sajan (SAJA) is going to the NASDAQ at $6 with a positive history of income and cash flows.

RAIT Financial Trust (RAS) is issuing debt to be traded.

Immune Pharmaceuticals is issuing preferred as part of its reorganization, which will affect common stock and warrants.

WaferGen Bio-Systems (WGBS) is issuing shares and warrants to attract capital to the negative history of income and cash flows.

Enova – Cash America International

The contradictory titled Cash America International (CSH) is considered a credit service industry and typically tied to payday loans. Over the last several years the payday loan industry has faced increased scrutiny and regulations. Many states have passed laws reducing the rates below a sustainable amount given the high default rates. As a result many payday lenders have had losses for the last several years as they shut down offices in these states. Now federal agencies, in particular the US’s Consumer Financial Protection Bureau (CFPB) and UK’s Financial Conduct Authority (FCA), have taken on the payday loan industry. You can see the CFPB white paper here and the field hearing (town hall) is here. From the paper, it appears that 30-60% of all loans are paid or defaulted in the first sequence of loans given and a majority of customers extend their loans for long sequences of time. The focus of this white paper is only on these payday loans, although some testimony in congress suggests they have considered non-payday loan regulations as well; however, this was not discussed in any of the sample language provided to date. The concern of the CFPB appears to be people continuing to renew at greater amounts, thus finding themselves unable to get out of debt.

The UK has just passed regulation, which restricts the loan amount from becoming more than double the original loan and how lenders can advertise. FCA predicts this will reduce the payday loan industry by 40%. There were no restrictions on the rollover of loans, which the CFPB was fixated on. CSH has predicted investors should see the impact of the FCA regulations during the second half of 2014. They are also opening an office in London (previously only operating online there) as a sign of good faith as they work with FCA on ensuring compliance. The limitation on continuation of the loan will most likely only be limited until consumers realize they can switch companies to perpetuate the loans for longer time periods. If that occurs, there will be little change in loan volume industry wide.

 Revenue  6/30/14 TTM/ Shares   6/30/14 TTM  2013 2012 2011 2010 2009 2008
 Pawn Fees 9.83 324,334 311,799 300,929 282,197 243,713 231,178 184,995
 Merchandise Sales 18.44  608,417 595,439  703,767 688,884 588,190  502,736 465,655
 Loans 3.27 107,901 113,211 121,892  119,192  113,973 117,997 141,134
 Short Term Loans 9.40 310,349 389,706 459,835 400,810
 Installment Loans 7.25 239,099 203,924 126,202 48,054
 Line of Credit 8.09 266,910  170,496 73,532 30,590
24.74 816,358 764,126 659,569 479,454 376,979 253,859 223,469
 Other 0.30 9,898 12,651 14,273 13,337 14,195 14,620 15,541
 Total  31.83 1,050,550 1,797,226 1,800,430 1,583,064 1,337,050 1,120,390 1,030,794
 Operating Profit
 Pawn Fees 9.83 324,334 311,799 300,929 282,197 243,713 231,178 184,995
 Merchandise Sales 5.43 179,026 184,826 225,588 241,267 205,723 178,459 170,295
 Loans 2.21 72,985 79,852 92,667 95,191 96,536 96,355 107,581
 Operating and Administrative Costs (12.81) (422,664) (401,477) (413,461) (372,851) (329,762) (349,272) (337,493)
4.66 153,681 175,000 205,723 245,804 216,210 156,720 125,378
 Short Term Loans 8.48 279,771 253,749 282,783 241,228
 Installment Loans 3.75 123,786 97,137 51,020 14,431
 Line of Credit 5.57 183,945 98,188 37,281 22,078
15.25 503,377 446,230 371,084 277,767 212,022 144,685 116,299
 Operating and Administrative Costs (8.73) (288,247) (278,505) (245,005) (173,121) (136,170) (98,784) (68,861)
6.52 215,130 167,725 126,079 104,646 75,852 45,901 47,438
 Other (0.73) (24,137) (57,671) (40,459) (51,959) (41,007) 14,620 15,541
 Total  10.44  344,674 285,054 291,343 298,491 251,055 217,241 188,357
 Depreciation and Amortization (2.32) (76,498) (73,271) (75,428) (54,149) (43,923) (41,589) (39,651)
 Interest Expense (1.30)  (42,843)    (36,245) (28,987) (25,447) (22,020) (20,778) (15,726)
 Foreign Currency (0.04) (1,173) (1,205) (313) (1,265) (463) (158) (177)
 Extinguishment of Debt (0.52) (17,169) (607)  –  –  –  –  –
 Non-Controlling Interest  –  –  (444) 5,511 693 158 (1,258)  (46)
 Taxes (0.88) (29,194) (30,754) (84,656) (82,360) (69,269) (56,780) (51,617)
 NI  5.39 177,797 142,528 107,470 135,963 115,538 96,678  81,140


The income statement goes back to the change in reporting period of operating units. The data from the spin off reporting was used for Enova and the difference from the consolidated reporting was placed in the other section. The per share calculation was based on the 33,000 shares per the spin off.

At first glance this has value investment potential, but the driver for lower value is the regulations described above. The belief is that the pay day lenders will be regulated out of business or at least will have their services dramatically reduced. The evidence of what is being proposed does not support the argument that there is not a viable lending business available. CSH was the target of a CFPB action in November 2013. They discovered the company to have violated regulations in the state of Ohio under a subsidiary they acquired to properly file and review loan documentation in addition to overcharging military personnel. The most damning item is the fact they destroyed evidence prior to the investigation in the Enova entity. The pending management came in after the destruction was ordered and the current CEO is stepping down after the spin off. CSH was ordered repayment to consumers and charged fines totaling $19 million or less an average quarter’s net income. There was similar litigation from Ohio on these issues. Finally, there is a pending settlement for loans that violated lending laws in Georgia, which is estimated by the company at $18 million with a maximum estimated damages of $36 million. These appear to be divisions that were acquired as part of their expansion programs, and not endemic of the company’s overall operating program. Additionally, now that they have been investigated, one can assume this to be the extent of federal investigations for the time being. As they acquire additional chains as a growth strategy; however, potential future litigation should be considered with similar settlement amounts.

Current Assets ENOVA/Share CSH/Share
Cash and cash equivalents 2.42 3.87
Restricted Cash 0.00
Pawn Loans 9.01
Consumer Loans, Net 8.85 1.57
Merchandise Held for Sale 6.80
Pawn Loan Fees Receivable 1.78
Income Tax Receivable 0.00
Prepaid Expenses and Other Assets 0.42 0.98
Deferred Tax Assets 0.78 0.31
Total Current Assets 12.47 24.32
Property, Plant and Equipment, Net 1.15 7.43
Goodwill 7.75 15.39
Intangible Assets 0.00 1.68
Other Assets 0.68 0.45
TOTAL ASSETS 22.05 49.26
Current Liabilities
Accounts Payable and Accrued Expenses 1.89 1.98
Consumer Deposits 0.63
Total Current Liabilities 1.89 2.61
Long-Term Debt
Deferred Tax Liabilities 1.48 2.20
Other Liabilities 0.00 0.04
Long-Term Debt 14.97 10.25
Total Liabilities 18.34 15.10
Stockholders’ Equity
Common Stock 0.10
APIC 2.95
Retained Earnings 3.52 33.03
Accumulated OCI 0.19 0.06
Treasury Shares (1.98)
Total Stockholders’ Equity 3.71 34.16


Additionally, CSH has taken steps to reduce its dependence on short term loan revenues, but is now deciding to take that one step further by spinning off the online loan business. This will have CSH be a pawn shop with some loans given at their store locations, along with check cashing and other bank like services.

The projections for normalized earnings in the next year that would reduce all the pawn shop loan business by 70% and minimal growth in the pawn operations, which leaves EBIT of 3.18/s and NI of 1.61/s assuming average expenses and 600 for foreign currency. This new pawn show business would tepidly earn EBIT/(NWC+FA) of 10.9%, ROA of 3.3%, and ROE of 4.7%. There is still room for controlled growth through their acquisition strategy and management’s comments of focus on the retail side of the business through inventory turnover, margins and same store sales would leave some room for improvement, which is ignored in this analysis. The lower returns might justify a 17 multiple of P/E (a discount to comparable FCFS, who is 19.89), making the stock worth $27.37. This is lower than the only comparable found of First Cash Financial Services (FCFS), which operates in the US and Mexico, like CSH.

The remaining speculative, high growth, high return business of online loans, now called Enova International, valued at 16.95 based on above. The business can quickly move locations to best maximize profits due to its online presence and have already started experimenting with non-English speaking countries. Run by a CEO that sold optionsXpress to Charles Schwab, this company has focused on installment loans and lines of credit to grow their business. Taking the same 70% hit to short term loans, but allowing the other loans to grow at current rates would leave a business with a projected EBIT/(NWC+FA) of 37.7%, ROA of 9.2% and ROE of 54.6%. Assuming this stellar performance deserves a P/E of 20x, then the value of Enova at $40.52. This combined give a current value of $67.89 and a gain from current value of over 50%. Please do your own analysis and review for the suitability of these projections.

Filings from August 11-16, 2014

Spin Offs:

Xenia Hotels and Resorts, Inc. (XHR) will spin off from Inland America Real Estate Trust (IARE) as a hotel real estate trust. It would appear these hotels need significant capital improvement in the near term. Potential for IARE if the distribution is significant enough.

Keysight Technologies, Inc. (KEYS) and Agilent Technologies, Inc. (A) continue their separation.

Vista Outdoor, Inc. (VSTO) is spinning off from Alliant Techsystems, Inc. (ATK). Immediately following the spin off, Vista Outdoor will merge with Orbital Science Corporation to become Orbital ATK, Inc. (OA). The spin off will have ATK owning a remaining 53.8% of the spin off and therefore will have a controlling interest in the merged entity. As OA will trade separately this will create a stub stock situation for ATK. This complicated situation needs further investigation because following the value chain will be difficult and with any luck doing the work will be rewarded.

Vectrus, Inc. (VEC) is being spun from Exelis, Inc. (XLS) and was formerly a logistics division. XLS appears to be shrinking its overall revenue as defense spending slows. VEC has lower margins and appears to be decelerating at a faster pace than the main company. VEC will issue or obtain debt and then distribute that to XLS in order for XLS to survive the defense spending slow down. This smaller entity will be too large to be a takeover target. There does not appear to be much value in this transaction.

Asford, Inc. continues to be spun off from Ashford Hospitality Trust (AHT).


PLC Systems, Inc. (PLCSF) willl spin off RenalGuard and then merge with Viveve . Viveve is a foreign company and the spin off is expected to be public. PLCSF has a history of loss income and cash flows.

Sysco Corporation (SYY) and US Foods are in process of their merger.

Carmike Cinemas, Inc. (CKEC) and Digital Cinema Destinations Corp (DCIN) will merge for stock.

Coca-cola (COKE) purchased a 20% stake in Monster Beverage Corp (MNST).

Minnesota Municipal Funds (MXA) and Nuveen Funds (MXN) will merge.


C1 Financial, Inc. (BNK) is trading on the NYSE as a bank for entrepreneurs. It has a recent history of positive cash flows and income.

Capnia, Inc. is issuing stock at $8.50 and warrants valid until 2019 under the tickers CAPNU, CAPN, and CAPNW. This biotech firm has a history of losses and negative cash flows.

Otonomy, Inc. will trade at an estimated $16 on the NASDAQ under the symbol OTIC.  This biotech company also has a history of income and cash flow losses.

Filings from August 3 to 10, 2014

Spin Offs:

Halyard Health spin off from Kimberly Clark (KMB) continues. Please see analysis for further details.

Ashford Inc continues from Ashford Hospitality Trust (AHT) with an update that primarily involved the fact it will be a blank check stock.


Silver Bay Realty Trust (SBY) is internalizing management via a merger.

Chindex International (CHDX) is merging with TPG and Fosun (0656.HK) for cash and stock.

Professional Diversity Network (IPDN) is merging with National Association of Professional Women for equity.

Chiquita Brands International (CQB) is merging with Fyffes (FFY.L) in an inversion involving cash, equity and warrants. Let’s hope those warrants trade.

Sports Chalet (SPCHA) and Vestis Retail Group are merging to privatize for cash.

Liberty Interactive Corp (LINTA, LINTB) and Provide Commerce, Inc. as part of the consolidation to QVC.

GTECH (GTK) and IGT will merge for cash and stock.

Pyramid Oil Company (PDO) and Yuma Energy, Inc. merge in an all equity transaction.

BBX Capital Corporation (BBX) and BFC Financial Corporation (BFCF) will merge for equity.

Walgreen Company (WAG) and Alliance Boots will merge for cash and an option to fully purchase.

Griffin American Healthcare REIT II and North Star Realty Finance Corp (NRF) will merge for cash and equity.

Independent Bank Corp (INDB) and Peoples Federated Bancshares, Inc. (PEOP) will merge for equity.

Breithburn Energy Partners (BBEP) is buying QR Enegery (QRE) for stock.

Hilltop Holdings, Inc. (HTH) and SWS Group (SWS) will merge for cash and equity.

Auxilum Pharmaceuticals, Inc. (AUXL) and QLT, Inc. (QLTI) will merge for equity.

Verso Paper Corp (VRS) and NewPage Holdings, Inc. will merge for cash.

Mylan, Inc. (MYL) and Abbott (ABT) will merge for equity.


Hoegh LNG Partners will trade on the NYSE as HMLP at $21 with negative income, operating income and operating cash flows.

T2 Biosystems will be on the NASDAQ for $17 with negative income and cash flows.

Wilhelmena International is moving from OTB to NASDAQ as WHLM.

Green Bancorp will be on the NASDAQ as GNBC for $17 with positive cash flows and income.

iDreamSky Technology will be $14 at the NASDAQ as DSKY with mixed results although on an uptrend.

Ryerson Holding is on the NYSE as RYI for $12 with positive income and cash flows.

Independence Contract Drilling will be $11 on the NYSE as ICD with negative income and cash flows.

Tyson Food Inc. has a debt issuance.



Halyard Health Preliminary Analysis

The parent company is Kimberly-Clark Corporation (KMB) has four divisions it operates. Personal Care, Consumer Tissue, K-C Professional and Health Care divisions all involve cleanliness products. Personal Care is the leading division in revenues with brands Huggies and Kotex. Consumer Tissue is known for Kleenex and Scott. K-C Professional is clean products for the workplace and driven also by the Kleenex and Scott brands. The final division is being spun off, Health Care. It is divided into Surgical and Infection Prevention and Medical Devices. It is sold under the Kimberly-Clark name, which is now being changed to Halyard Health.

Revenue Growth 3/31/14 TTM 2013 2012 2011 2010 2009 2008 2007 2006
Personal Care 0% 0% 5% 5% 4% 1% 9% 12% 7%
Consumer Tissue 0% 2% -4% 4% 1% -5% 4% 8% 3%
K-C Professional 0% 1% 0% 6% 3% -5% 4% 8% 5%
Health Care 0% -1% 1% 12% 6% 12% 1% -2% 8%
  Surgical and Infection Prevention -1% -3% 0%
  Medical Devices 3% 4% 6%
Total 0% 0% 1% 6% 3% -2% 6% 9% 5%


As you can see in the revenue growth over the last several years that there has been little growth as this is a fully mature industry with little innovation without competition stealing the advantages.  However, you can see that it has been able to maintain operating margins. The company then partakes in share buy backs and dividends with the profits obtained. This becomes less of a stock and more like a bond that’s payment is tied to GDP. The spin-off will be large enough to be accessed by all large investment institutions. The multiples of medical companies is not materially different from personal product multiples. The only growth opportunities that are available are demographic based for the main company. There is growth from baby boomers and their echo both needing diapers for different reasons. This would only impact the US and it’s hard to determine the magnitude of diapers within the Personal Care segment. Additionally, this impact is a few years from maturing. There appears no near term investment opportunity.

Operating Profit 2013 2012 2011 2010 2009 2008 2007 2006 2005
Personal Care 18% 17% 17% 20% 18% 20% 21% 19% 20%
Consumer Tissue 15% 14% 11% 10% 12% 9% 11% 13% 14%
K-C Professional 18% 17% 15% 15% 16% 13% 16% 17% 18%
Health Care 14% 15% 14% 12% 16% 12% 16% 17% 17%
  Surgical and Infection Prevention 13% 13% 13%
  Medical Devices 17% 19% 17%
Total 15% 12% 11% 14% 13% 13% 14% 13% 15%


Filings from July 27-August 2

Spin Offs:

Kimball Electronics has an update. It now appears the Chairman and the CEO will both retire after this spin off is complete. Additionally, they updated the credit line and foreign tax information. This spin off and parent company continue to look unattractive.

New Senior Investment Group gave an update with nothing changing the opinion that this is not an attractive spin off.


CU Bancorp (CUNB) and 1st Enterprise Bank (FENB) will merge for equity pending shareholder voting.

Tyco International (TYC) is moving from Switzerland to Ireland as not only a tax inversion, but also to skirt criminal liabilities, executive compensation rules and shareholder voting laws. They are worried these areas will change pending new regulation that allows citizens to vote laws into being without legislative review.

Susser Holdings Corporation (SUSS) and Energy Transfer Partners (ETP) will merge for cash and equity.

FSP 50 South Tenth Street Corp is planning to sell it’s building and disolve.

Vapor Corp (VPCO) and International Vapor Group will merge as an asset sale.

R. G. Barry Corporation (DFZ) and MRGB Holding Co. will merge for cash.

Family Dollar Stores, Inc (FDO) and Dollar Tree (DLTR) will merge for cash and equity.

LVB Acquisition, Inc., who was created for Zimmer Holdings, Inc. (ZMH), to help merge with Biomet, Inc. for cash, equity and assumption of debt.

Trulia (TRLA) and Zillow (Z) will merge for equity.

Old National Bancorp (ONB) and LSB Financial Corp (LSBI) will merge for cash.

Questcor Pharmaceuticals Inc (QCOR) and Mallinckrodt Pharmaceuticals (MNK) will merge for cash.

CU Bancorp (CUNB) and 1st Enterprise Bank (FENB) will merge for equity.

Triquint Semiconductor Inc. (TQNT) and RF Micro Devices Inc. (RFMD) will merge for equity.

Chiquita Brands (CQB) and Fyffes plc will merge for equity.

Intermountain Community Bancorp (IMCB) and Columbia Banking System Inc. (COLB) will merge for cash and equity.

Tyco (TYC) will merge with itself to move to Ireland.

Coviden (COV) and Medtronic (MDT) will merge for cash in this inversion.

First Citizen’s BankShares (FCNCA) will merge with First Citizen’s Bancorporation as a share swap.

Georgia-Carolina Bancshares (GECR) and State Bank Financial Corporation (STBZ) will merge for a cash and stock transaction.

Lorillard, Inc. (LO) and Reynolds American Inc. (RAI) will merge for cash and equity.

AbbVie continues to pursue Shire Plc (SHPGY) for another inversion.

GFI Group Inc. (GFIG) and CME Group (CME) will merge for cash.

Boulder Growth & Income Fund, I (BIF) and

Journal Communications INC (JRN) and E.W. Scripps (SSP) will merge for equity then plan spin off the newspaper business.

The Williams Company (WMB) acquired 50% of Access Midstream Partners LP (ACMP) for equity and cash.

C&J Energy Services (CJES) and Nabor’s are merging to get the tax advantages of Bermuda using cash and equity.

Rockwood Holdings, Inc. (ROC) and Horizon Oil Ltd. (HZN) will merge for equity.

Home Bancshares (HOMB) and Broward Financial Holdings will merge for for cash and equity.

Fiat and Chrysler will merge.

Going forward only new mergers or merger consideration will be discussed.


Lantheus (LNTH) will trade on the NASDAQ with trade around $15 with a history of negative income and cash flows.

Healthequity (HQY) will trade around $12 on the NASDAQ and has a positive history of income and cash flows.

VTTI Energy (VTTI) will trade on the NYSE for $21 and has a positive history of cash flows and income.

Zosano Pharma (ZSAN) will trade on the NASDAQ for $12 although it has a mixed history of earnings and cash flow.

Westlake Chemical Parnters (WLKP) is the exciting pick this week as it is owned by Westlake Chemical Corp. (WLK) and has a positive history of earning and cash flows. One to watch for sure.

Royal Bank of Canada issued notes.

CONTRAFECT CORP (CFRXU) issued stock and warrants with its history of negative earnings and cash flows.

Loxo Oncology (LOXO) will trade on the NASDAQ for $14 with its history of negative earning and cash flows.

Sirva, Inc. (SRVA) will trade on the NASDAQ for $17 with a history of negative earnings and cash flow, although the most recent operating cash flow was positive.

Marinus Pharmaceuticals, Inc. (MRNS) will trade for $14 on the NASDAQ with a history of negative earning and cash flow.

Auris Medical Holding AG (EARS) will trade on the NASDAQ for $14 with a negative history of earning and cash flows.

Transocean Partners LLC (RIGP) was headed to the NYSE at $21 with a history of positive income and cash flows.

Macrocure Ltd. (MCUR) trades on the NASDAQ at $15 with negative income and cash flows.

Vascular Biogenics Ltd (VBLX) is on the NASDAQ for $15 with negative income and cash flows.

BioPlast Pharma (ORPN) is on the NASDAQ for $13 with negative cash flows and income.

Avalance Biotechnologies, Inc. (AAVL) will trade on NASDAQ for $17 with negative income and cash flows.

FCB Financial Holdings, Inc. (FCB) will on NYSE will be $23 for a history of negative income and cash flows.

Atara Biotherapeutics will trade for $16 on NASDAQ for negative income and cash flows.

Catalent, Inc. (CTLI) will trade for $22 with NYSE with negative income and cash flows.

Tobira Therapeutics, Inc. (TBRA) will trade for $14 with negative earnings.