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Lizard
21-01-2011, 02:32 PM
This company got a brief mention last night. I wouldn't normally post on a company this small, for risk of pumping it, but (given some interest expressed) thought I had better provide some back-up info before anyone rushed off to invest!

CLS began it's ASX life as Community Life (CLF), listing in late 2004, raising $20m through issue of shares at $1 to raise funds for "seniors housing" projects. Founder was Theo Baker of tech company "Powerlan" fame. Initial funds were put towards property purchases, but it was soon decided that the model used to create the project was not going to stand up in reality, as costs and income moved away from the inital assumptions. Plenty more detail in the link below:
http://www.uow.edu.au/~/bmartin/dissent/documents/health/communitylife.html

After a period that can only be described as "muddly", the company eventually seemed to decide to sell down most of the land without further development - although they are considering further development on one block, with approval for 59 townhouses. The sales to date have been at a significant premium to cost, helping to retain most of the initial shareholder equity. It appears from quarterly cashflow reports that the most recent sale will have generated another $400k above book value. Four properties remain - 3 of which are being marketed for sale - with total book value of around $5.2m. A small amount of rental is generated from student accommodation on part of the property not for sale.

During the period, the company began using some of their excess cash (initially about $13m) to provide short term secured funding at above market interest rates. About $7m is currently held in these types of loan investments. Interest revenue last year came to $636k from this source.

In 2006, as part of a (short-lived?) relationship with LV Living, the company took a portion of Rewardscorp off LVL's hands, leading to them currently holding 44%. This investment was later fully impaired, although it generated a small income ($67k) last year and it is possible that impairments could be reversed if returns improve. Rewardscorp is a specialist marketing/reward programme operator.

Also acquired in late 2008 was a majority interest in Kinsmen Securities Ltd - a boutique property fund manager. The interest was structured as a 59% preferred shareholding, with management to hold the remaining interest. The investment was relatively small ($500k, with $100k being goodwill) and has since been fully impaired. However revenue shows $725k in funds management fees received last year that may have been generated through this arm.

The majority of last years revenue was generated from a relatively new business created by CLS, known as Asset Technology Group (ATG). This business wholesales ICT equipment to Asia and turned over around $14.6m last year. However, the margins on this business are said to be around 5% - and appear from the break down of accounts to perhaps be closer to nil. This makes it difficult to see the value in this business.

Overall, it is very unclear what CLS is now attempting to do. They seem to continue to muddle along with various interests and income streams. They are extremely taciturn, no longer indulging in more than the most necessary communications to shareholders. No agm presentations and only the commentary in the annual report to really go by.

Since initial listing, shares have fallen by the equivalent of 92.5% (having since been consolidated 10:1). Theo Baker continues to have a strong majority holding and there is little depth to the share register.

However, what was highlighted yesterday was the level of assets held in this company relative to share price - despite the fall in share price, there has only been about a 20% loss of shareholders equity over this period and much of this could be reversed if impairments are later written back.

This leaves the company with a market cap of $3.5m (at 75cps), cash of $4.6m and shareholders equity of $20.5m (no debt). Therefore, an opportunity exists to obtain an unusual level of non-leveraged asset backing - with the risk being wondering whether the company will ever find a way to do something useful with it or whether it might just be gradually frittered away while the company languishes in the dead zone of the ASX!

trackers
21-01-2011, 03:11 PM
Hey Liz, thanks heaps for the history. Must admit to spending some time reading their annual report last night / this morning. Its not often you can buy $1.00 for $0.20....

However, looks like Theo Baker is treating this as his personal company - Owning 3 out of 4.5mil shares, $250k salary with no performance incentives etc... Also noticed the low margins on the cellphone / lending side of the business... Hard to see how it will become consistently profitable. Though if they ever decide to wind it up and return the proceeds to shareholders, ching ching! Will be interesting to see what happens anyway

DTB
21-01-2011, 04:04 PM
Thanks Lizard.

I guess it was appropriate you first posted about this in the NDL thread - What business are we in? No idea!

Lizard
22-01-2011, 08:38 AM
Good comments.

Value plays can produce quite sudden and staggering returns when they run, without too much risk of sudden downside loss. However, in my experience, value plays rarely lead to any return for investors without there being a catalyst in increasing profits. When tempted (which I always am by value), I try to look and see whether there is a) a clear pattern of honest and continuing communication to shareholders, b) a path for increasing profitability to achieve a more satisfactory return on investment and c) an indication that the company may consider paying a dividend.

Value plays are cheap for a reason and therefore the majority will not meet these criteria. But when they do, I tend to buy them. Clearly, CLS does not - although it is probably one of the cheapest I have come across. And the more I read about the history of Theo Baker, the less likely it seems that he will generate any return for small shareholders. Just came across a blog from 9 months ago with similar discussion of this stock:
http://blog.intelligentinvestor.com.au/doddsville/is-this-australias-cheapest-stock/

The other part to value plays is that whenever they occur, the liquidity is almost always extremely low - and won't improve unless the stock does. So selling a dud can be very slow. The risk of sudden 100% loss may be small, but the opportunity cost of tying up funds can still be quite high.

(My "favourite" value punt at the moment would be the tiny HIT - but the chances of ever getting much liquidity there is slim!)

percy
22-01-2011, 09:30 AM
Lizard,as always top research and great analysis.I just cann't walk away from a bargain[you will always find me in the aisle of value at Pak and Save].I put my hand up for 4,000 at 72cents,but note others have come on top of me at 73cents,but unusually there are a number on the offer at 75cents.HIT, I have been trying for months,each time I am the only bidder,or the highest some one always comes in above me.

elZorro
22-01-2011, 09:30 AM
Good comments.

Value plays can produce quite sudden and staggering returns when they run, without too much risk of sudden downside loss. However, in my experience, value plays rarely lead to any return for investors without there being a catalyst in increasing profits. When tempted (which I always am by value), I try to look and see whether there is a) a clear pattern of honest and continuing communication to shareholders, b) a path for increasing profitability to achieve a more satisfactory return on investment and c) an indication that the company may consider paying a dividend.

Value plays are cheap for a reason and therefore the majority will not meet these criteria. But when they do, I tend to buy them. Clearly, CLS does not - although it is probably one of the cheapest I have come across. And the more I read about the history of Theo Baker, the less likely it seems that he will generate any return for small shareholders. Just came across a blog from 9 months ago with similar discussion of this stock:
http://blog.intelligentinvestor.com.au/doddsville/is-this-australias-cheapest-stock/

The other part to value plays is that whenever they occur, the liquidity is almost always extremely low - and won't improve unless the stock does. So selling a dud can be very slow. The risk of sudden 100% loss may be small, but the opportunity cost of tying up funds can still be quite high.

(My "favourite" value punt at the moment would be the tiny HIT - but the chances of ever getting much liquidity there is slim!)

Thanks for the detail on CLS, Lizard -I thought the IT equipment sales levels were impressive, didn't check the margins. If that improved to say 20% it would be a different story. However they seem smart enough to not go down the gurgler with property devt, even turning some profit there, where many others have failed.

h2so4
22-01-2011, 10:29 AM
Over the last 6 years there has been no record of any earnings and no ROE for shareholders. So probably the market has a very good reason to price it so cheap.

Maybe it needs a buyer to stand in the market for large parcel to get any price action.

You up for it percy?

percy
22-01-2011, 10:54 AM
Over the last 6 years there has been no record of any earnings and no ROE for shareholders. So probably the market has a very good reason to price it so cheap.

Maybe it needs a buyer to stand in the market for large parcel to get any price action.

You up for it percy?

No,having a lot of fun taking small positions in a large number of companies other than my basic holds in EBO,MLN,RYM,even lightened up on NPX and PGC.although I am holding myself at the ready to go back into more PGC .

macduffy
22-01-2011, 02:09 PM
An Interesting situation and great analysis, Lizard!

I'd never heard of it before - but then there are thousands in that category on the ASX as far as I'm concerned! Can't help feeling that the main man has managed to set himself up with a lifelong, well paying job here at the expense of all those original shareholders. I've seen it many times before but usually they're the penny dreadful "miners" ( who never actually mine anything.) A bit different here in that there is an actual operating business but unfortunately it doesn't make any money!

I'll be steering clear of CLS but will follow this discussion with interest.

Lizard
24-07-2012, 02:04 PM
Thought I would update the CLS thread... not much has happened since I started it 18 months ago. The share price has been down and back up and now sits at 70-75cps again. The company reported a loss of $350k in FY2011 and approx break-even in 1H 2012, with NTA still sitting at $4.27 per share, continuing to make it one of the most under-valued companies on the ASX on the basis of asset-backing. They also recently settled some property sales, freeing up another $4.7m of cash to give a total of cash on hand of $1.32 per share at 30 June.

However, before anyone gets tempted to rush out and buy any, I will also point out that the suspicions as to whether money will ever actually make it back to shareholders are likely well-founded. Recent revelations around their lending activity show funds being lent to entities in which the Managing Director appears to be a related party. This includes a loan of $5.5m disclosed in note 25d of the last annual report to an entity that now appears to have receivers and managers appointed. Despite this, no comment on possible impairment of the loan has yet been provided to shareholders. There is a suggestion that other small loan write-offs may have occurred that may also involve related parties. Closer examination seems to turn up a number of related-party aspects, as well as former association of the Managing Director with convicted fraudster, Mark Stanley.

CLS also appear to be regularly setting up new businesses on a sort of experimental basis. A more recent one is "my247deals" - a web-site very similar to "Grab-one". Whether this can be made profitable or simply provides a legitimate avenue to divert more funds to related parties is the question. Already another IT company housed in the same building and possibly owned by related parties appears to have been credited with the app development work, so no doubt avenues for "investment" in this business will abound...

However, it appears a few activist shareholders are on the case. Given the amount of cash and assets that would need to be depleted for the company to be worth less on liquidation than it is now, they may at least have time on their side, but it will be interesting to see if they can wrest control in time to access any value. History shows how difficult this can be!

Lizard
02-08-2012, 12:27 PM
Well the email to the ASX regarding compliance with listing rules paid off, as CLS finally made an announcement to the market after which the ASX were able to write back to me and say that they could find no reason to believe the company was not in compliance with the listing rules :ohmy:. No surprises.

No surprises also that the company are looking at purchasing the property from the receivers and managing it using their property management arm... given they appear to have registered a company to do so a few months prior to the receivership. I guess they are hoping to be able to take money from recent property sales and pay enough to receivers to enable their second mortgage to be repaid in full and avoid too much scrutiny of the loan. After that, of course, it will just be the fault of a soft property market were their equity in the building to be dissipated by falling property values...

Given the inter-relationships between CLS management, the tenants of this building, CLS subsidiaries, others involved etc, you wouldn't think it would take too much of an investigation to check for any money-go-round that might be building up enough momentum to spin most of the money out by centrifugal force into the palms of a few. However, ASIC seem ill-resourced to stop the rot in this part of the market.

Lizard
24-09-2012, 09:57 PM
Well, with minority shareholders asking too many hard questions, the company indicates they intend to delist... and the price rises 30%. I can understand the delisting strategy (no surprise there), but am surprised that anyone bids them up. Maybe it was the mention of an equal-access buyback...

... would be interested as to who is buying - whether someone trying to secure the delist vote or someone trying to make sure the buyback price is something closer to NTA.