Monthly Archives: March 2014

Clear Leisure: a liquidating train wreck

Clear Leisure PLC is an AIM listed investment company headquartered in London, but with the majority of its operations in Italy. The historical performance of Clear Leisure has been disastrous and the share price of the company has dropped from 120p in 2010 to just 2p today. This of course didn’t happen without incident. Last year the company for example discovered that one of their key assets, a 73.4% stake in ORH SpA, a hotel and travel company, was basically worthless because of undisclosed debt positions on some African hotels. Clear Leisure had acquired a majority position in ORH SpA, after what they described as a “thorough due diligence process” at the end of 2012. Right…

Luckily management seems to be coming to their senses. The company is looking for a new CEO and to sell some of the larger assets of the company. In anticipation of the sale of the Mediapolis SpA asset they already announced a conditional 2p/share dividend. This attracted my attention since the stock itself is currently trading at the same level. But before discussing this potential dividend, and the other assets that Clear Leisure owns, first a quick look at some key statistics:

Latest price (Mar 10, 2014): 1.98p
Shares outstanding: 192,209,377
Market cap: 3,8M GBP (6.3M USD/4.6M EUR)
NAV/share (30 June 2013): 13.3p

The assets

The NAV/share number isn’t very meaningful because it is outdated, but even taking into account the loss of ORH SpA it gives a hint that this company might be worth a lot more dead than alive. Given managements intention of selling assets and paying dividends that’s good news. A diagram of the company structure is provided on its website:

Clear Leisure PLC company structureAs already mentioned ORH is probably worthless, although it could provide some upside if Clear Leisure is able to recover anything in the bankruptcy proceedings. They did recover 14.4 million of their own shares, but this is already incorporated in the number of shares currently outstanding. The core assets that remain are:

  • A 50.16% stake in Sipiem (Ondaland)
  • A 100% stake in You Can Group (Sosushi)
  • A 69.45% stake in Mediapolis

Other assets are a 10.0% stake in Ascend Capital, a 67.12% stake in Bibop and a 8.9% stake in Geosim. Since these assets are small and no useful information is provided for a valuation I’m going to assume that these are worthless too, and only focus on the core assets.

Sipiem (Ondaland)

Sipiem is the holding company that owns 66% of Ondaland, the biggest water park in Italy. The park received a €7 million investment at the end of 2012 to add a traditional theme park that will allow it to remain open throughout the year. It is currently only open three months in the summer. Since Clear Leisure owns a 50.16% stake in Sipiem they effectively have a 33.1% stake in Ondaland. The latest reported financials look as follows:

Sipiem, which owns 66 per cent. of Ondaland, Italy’s largest water park, recorded revenues of EUR 5.1 million (2011: EUR 5.9 million), EBITDA of EUR 2.1 million (2011: EUR 1.7 million) and a consolidated profit after tax of EUR 0.9 million (2011: Loss after tax 0.2 million).

As at 31 December 2012, Sipiem had a consolidated net asset value of EUR 11.3 million.

Because Clear Leisure and (some of) the holding companies further down in the corporate structure own just partial stakes in the businesses they control you have to be careful to account for the impact of minority interests. Revenues and EBITDA are measures before taking into account minority interests while the earnings and net asset value numbers are (probably!) after minority interests.

Valuing Sipiem at €11.3 million might be a bit too optimistic, but it would be at 12.6x earnings and 5.4x EBITDA so it’s probably in the right direction. In 2012 Clear Leisure bought a 11 percent stake for €800 thousand, valuing the company at €7.3 million. Given that earnings and EBITDA (but not revenue) increased compared to 2011 this might actually be an investment that increased in value. The €7 million funding mentioned earlier was done for a 27% equity stake in Ondaland. This implies that Ondaland is worth €26 million and that Sipiem is worth €17.3 million. If Sipiem is worth between €7.3 and €17.3 million the 50.16% stake of Clear Leisure could be worth between €3.7 and €8.7 million.

You Can Group (Sosushi)

Sosushi is an Italian sushi restaurant chain that seems to be growing rapidly. On the Clear Leisure website they talk about 18 restaurants, but when we visit Sosushi’s own website we already see 30 locations. Revenue increased last year by 54% while EBITDA grew with 87%:

You Can recorded revenues for the year of EUR 1.7 million (2011: EUR 1.1 million), an EBITDA of EUR 177,156 (2011: EUR 61,626), and a consolidated profit of EUR 52,003 (2011: loss of EUR 562).

Based on this limited disclosure of growth and profitability I think this chain could be worth a decent amount, but a lot depends on future growth prospects. Clear Leisure paid €751,500 to acquire its 50.1% stake, and I’m guess that it’s still worth this much, and potentially twice this amount or more given the impressive growth last year. The other 49.9% was acquired in January this year, but I assume that the value of this part is offset by an equal amount of debt. A valuation for Sosushi between €1 and €2 million seems a decent guesstimate to me.

Clear Leisure is thinking about spinning of their restaurants division: questionable in my opinion given the small size of both the parent company and this division.


Mediapolis is the most interesting asset because the company is in an advanced stage of selling it. Mediapolis owns a plot of land that is earmarked for the development of a theme park, shopping centre and hotel. It also owns some other assets. It has received not one, but two offers for the theme park project. Both offers are contingent on two conditions:

  1. Court approval for the restructuring of the debt at Mediapolis
  2. Final building approval from the local regional authority for the theme park

The project land is appraised at €35.6 million while it has €10.3 million of associated debt. The other assets have an appraised value of €4.2 million with €5.9 million in associated debt. In the debt restructuring the company wants to pay creditors the €10.3 million of debt related to the land and €1.7 million related to the negative equity of the other assets. After this transaction Mediapolis would only own the undeveloped land and it would be debt free.

Clear Media announced in Januari this year that they had received an initial positive reply from the court, but a month later the court decided that it needed more information due the complexity of the restructuring plan. The company appears to be confident about the outcome of this process because they already announced a conditional 2p special dividend.


To find the value of Clear Leisure it’s a matter of adding up the various pieces and deducting a number for the amount of debt at the holding company level. How much this exactly is, is a bit of a guess because the latest interim report doesn’t have the necessary footnotes to figure it out. But we know that the company had €2.0 million in convertible bonds at the end of 2012 and €3.5 million of payables for total liabilities of €5.5 million. But since then the company has issued €3.1 million in new debt to buy back debt at a significant discount and approximately a million in liabilities were removed from the balance sheet by issuing new shares (already incorporated in the current number of outstanding shares).

I decided to simply use the amount of debt that was issued last year as the current debt level in the ‘high’ valuation scenario and add an additional million in debt in the ‘low’ valuation scenario. These assumptions give a wide range of outcomes, but when the upside ranges between 66% and 220% I don’t think you need to be overly precise:

CLP.L valuation


Clear Leisure has a terrible track record, the valuation is imprecise at best, and if the sale of the Mediapolis asset fails intrinsic value/share will probably continue to melt away like an ice cube on a hot summer day.

Having said that: I think that at current prices it’s a attractive bet. It’s pretty likely that they will be able to sell the Mediapolis asset and they already announced their intention to return 2p/share: giving investors a freeroll on the value of everything else. Ondaland and Sosushi appear to be decent assets that could provide a lot of upside. Don’t think it is prudent to allocate a large part of the portfolio to this idea though given the risks involved.


Author is long Clear Leisure (CLP.L)

More reading

You can find a couple of posts with more info and background at the PhynixManifesto blog.

Emeco reports 1H14 results and intention to refinance debt

While I was on vacation at the end of February Emeco released their results for the first half of fiscal 2014, and they also announced that they are planning to refinance their debt by offering US$360 million in senior secured notes and by establishing an A$75 million revolving credit facility. A successful debt refinancing will mean that the company doesn’t have to worry anymore about meeting their current debt covenants, but I do think that the fact that they are looking to refinance is slightly negative. Their current average debt maturity was more than 4 years; you only refinance that because you are forced to. At the same time it’s of course good that they are able to refinance.

The latest results weren’t very good, but it wasn’t a disaster either. Since Emeco is at this point in time mostly a bet on liquidation value one of the most important things to track is how much money the company is receiving for the idle equipment that they are selling, and for the first time since 2009 they sold a bunch of equipment for a significant loss:

Emeco Holdings historical disposals

With the company trading at two-thirds of adjusted NCAV (see my original write-up for details) this discount still implies significant upside in a liquidation scenario. If we discount all their equipment by 20% the implied value is A$0.43/share, almost twice the current market price. And fully liquidating the company is not really what we want to see. We just want them to sell the idle equipment to manage their debt level: the equipment that is in use is generating plenty of cash flows.

In the second half of FY 2014 they have increased the amount of asset disposals significantly with US$35.1M in sales in just two months time, but based on the information provided in the conference call this was also done at a slightly higher discount. Most of the disposals were however done in the Indonesian business segment where the company has a zero utilization rate, and while mining equipment can be used world wide, shipping it isn’t free. I think their equipment in other parts of the world is probably slightly more valuable.

In the conference call the CEO also indicates that they have a number of sizable deals lined up, and that they think they could generate between A$90 million and A$100 million in cash from asset disposals in the second half of FY 2014 if they have to. So while the company continues to struggle (expected EBITDA for FY 2014 was revised downwards from A$90~105 million to A$82~94 million) I think the thesis is still intact: the value of their equipment is sufficiently high to manage their debt load and wait for better times.


Author is long Emeco Holdings

Magix AG releases FY2013 results

Magix AG released their results for the fiscal year of 2013 on 28 February, and apparently the market required some time to digest this information (shares are up 13.5% today). I also failed to notice the new information until today, but luckily it was good news. Revenues increased by 12.8% from €28.8 million to €32.5 million while EBIT before other operating income went from minus €1,156,000 to positive €2,706,000 (this measure is more meaningful than unadjusted EBIT because the company had a large one-time gain in 2012).

Impressive is that this jump in growth was almost completely achieved in the second half of FY 2013, and most of the growth can be attributed to the German part of the world.

Magix AG revenues by region FY13 vs FY12

Also nice to see is that the mufin technology is finding it’s way to the market. I doubt that it’s generating a meaningful amount of revenues at this point in time, but with 27 thousand reviews on iTunes there are at least a decent number of people using the TV Smiles app.

With the company expecting future growth in FY 2014 I think it’s still a pretty good deal at current prices. The company has now a €34.1 million market cap (8,844,979 SO * €3.86/s) and €16.6 million of cash in the bank (after adjusting for the share repurchases completed after the end of the current period). That means that we are effectively paying €17.5 million for €1.9 million in earnings power (€2.7 million ‘core’ EBIT with a 30% tax rate) implying a 9.2x PE multiple. That’s not cheap if you don’t expect growth, but given how profitability increased this year with ‘just’ a 12.8% jump in revenues I think it’s clear that there is a lot of operating leverage. Higher revenues should flow almost straight to the bottom line, and a further 10% growth in revenues could more than double earnings if costs stay under control.

Also noteworthy is the fact that the company has decided to stop reporting using IFRS and has switched to German accounting standards instead. This makes it harder to compare current results with historical results, but it seems to me that the differences aren’t too big. The biggest change seems to be that goodwill is depreciated under the new standard, reducing book value and historical earnings.


Author is long Magix AG