Genworth MI’s slow ascent

Genworth MI (TSX: MIC) reports their third quarter earnings on Thursday.

The stock has been on a mild uptrend as of late:

I suspect in absence of anything material in the Canadian real estate market, that the upcoming quarter will be financially positive and the market has already anticipated this.

Genworth MI is also likely to announce an increase in their quarterly dividend. They also executed on a modest share buyback in the previous month.

Probably the biggest amount of uncertainty would come from the parent company, Genworth Financial (NYSE: GNW) where it is not apparent whether their merger will receive sufficient authorization from the federal government authorities to proceed or not. Because they have an upcoming US$600 million debt maturity in May 2018, things are getting a bit tight financially – while their holding company does have around $800 million to work with, an analogy after $600 million of that goes to pay the debt would be like running the automobile with no bars of gasoline left on the tank gauge.

Their 10-Q states, “In the absence of the China Oceanwide transaction or in the event we are unable to refinance our debt maturities, we expect we would be required to pursue asset sales, including potential sales of our mortgage insurance businesses in Canada and Australia and/or a partial sale of our U.S. mortgage insurance business to service our holding company debt.”

Will Genworth MI be sold? It would be an easy US$1.6 billion for them or more depending on how much of a premium they receive…

ROOTS IPO – Completely over-valued

Roots (TSX: ROOT) went public today. Look at the chart!

The only shock I have at today’s market reaction (it is trading down $2 from its initial price of $12/share) is how the institutions managed to find enough buyers at $12 to actually complete the sale. That was one heck of a sales job considering that anybody that is able to read a financial statement (do any financial institution managers ever read these prospectuses anymore??) would steer clear of this one. It isn’t even close in my estimation.

Conclusion: Another money-losing, negative book-value entity that has a huge uphill climb if it is to ever return any dividends to shareholders. I even love the $20 million distribution on May 2017 that Searchlight took out of the company before going public even though they were pushing the top of their credit limit (which was expanded on April 19, 2017). Will Roots go into creditor protection in a couple years?

There are some IPOs that make me think and wonder whether they’re worth purchasing (at least they’re worth the research). This one is an easy, easy pass.

Interactive Brokers CEO Thomas Peterffy on Bitcoin

Just reading the Interactive Brokers Q3-2017 conference call, we have the following amusing dialog between an analyst and CEO Thomas Peterffy:

=============

Mac Sykes
Understood. And when I think of IBG, I think of technology innovation, a broad suite of global product vehicles and as you mentioned, sophisticated traders. And love it or hate it at this point, Bitcoin’s market cap is now about 1/3 of JPMorgan’s. So 2 questions on this. Have you considered accessing this marketplace? And number two, have you heard client feedback asking for this kind of access?

Thomas Peterffy
The answer is yes to both, and the result is that we’re not going to do it.

Mac Sykes
Got it. What would make you just change your mind?

Thomas Peterffy
If the United States of America said, you know, besides dollars, we also have Bitcoins, and you can pay your taxes in Bitcoins, we would be the first one to go and do it.

=============

Ouch. Interactive Brokers is a brilliant, brilliantly run company, but the public entity is a company that only owns 17.4% of the actual operation. It is primarily for this reason and valuation that I am not an investor, but it is up nearly 50% over the past half year and strategically I think they are hitting every correct button in their business execution.

Morneau Shepell Inc. Research

After the news that the Minister of Finance, Bill Morneau, will be selling his remaining stake in Morneau Shepell (terms and conditions to presumably not disclosed), it was time to look at the company. Whenever you hear of anybody forced to liquidate a stake in a company (especially through a margin call) it is always time to look to see if the underlying company can be bought for cheap. When something like this becomes too public (which I believe this news would qualify as), the opportunity to take advantage is diminished, but it is still worth examining.

There are two issues trading on the TSX, the equity (TSX: MSI) and a $86 million convertible debenture (TSX: MSI.DB.A) that matures on June 30, 2021; coupon 4.75%, conversion price $25.10.

I’ve examined the June 30, 2017 financial statements. The corporation has about 55.7 million shares outstanding, diluted.

Valuation

On the balance sheet, the company is primarily financed with debt. Book value is $366 million, but $543 million of this is in goodwill and intangibles, which leaves a negative $177 million equity balance. This, in addition to working capital, needs to be paid for with debt financing. They have a $300 million available credit facility, and are currently utilizing $186 million. They also have the aforementioned $86 million in 4.75% convertible debentures outstanding. This financing is very cheap – the bulk of the credit facility is at Banker’s Acceptance rates plus 1.45%. Overall, the company is financed with very inexpensive debt financing. If at some point in the future financing costs were to increase, this would put considerable stress on the balance sheet and would be disruptive to shareholders if it occurred.

Income-wise, the company is stable and profitable. For the first half-year, they made $36.1 million before interest and taxes, and net was a shade above $20 million. Cash-wise, they are performing slightly worse than their income statement (operating cash flow was $15 million for the first half). Their dividend payout amount was $21 million for the half, and thus when accounting for capital asset acquisition and other business acquisitions, they are currently a cash negative entity unless if they can curtail their cash outflows.

The market capitalization of MSI is $1.1 billion and for an entity that has a negative tangible book value and only flowing (making some paper napkin adjustments that I will omit from this analysis) about $45 million annualized cash flow, does not make them a compelling investment at current prices. If the company’s equity traded around the $500-550 million level (about half of what it is trading for currently) I might get interested, but I do not see this as a probable scenario.

The convertible debenture is trading at 105 cents on the dollar (effective yield is 3.2% assuming maturity). Given the elevated equity valuation, the market is clearly pricing in some call option value in the debt, but given the high equity valuation I would not consider this debt for purchasing at existing valuations.

Minister of Finance Sale

Over the past month, about 50,000 shares of MSI trade daily. The Finance Minister, from an April 2, 2015 SEDAR filing (Management Information Circular) owns or controls or directs 2,247,812 shares of the corporation. This is presumably through the family trust that is speculated around with media, held in an Alberta corporation.

Where things look odd is when I look at his profile on SEDI (profile ID WMORNEA001) – He ceased to be an insider on October 26, 2015. According to SEDI filings, filed on various dates in 2015, he owned/controlled long term incentive plan shares and deferred share units, but there is no evidence on SEDI that he owned or controlled any common shares of MSI, which I find very odd and mysterious as it does not reconcile at all with the April 2, 2015 management information circular.

My big question: is the non-disclosure of the family trust an Ontario Securities Act violation? If Morneau had control over a larger number of shares than declared on his SEDI disclosure, is that not a non-disclosure that would be subject to penalties? A competent securities lawyer or somebody better versed in this section of law than I am would be able to answer this.

(Addendum, October 26, 2017: Turns out I totally missed the entry for his numbered Alberta corporation’s holdings of 2 million shares – so this was disclosed – back in 2011)

Also I’m cynically concluding that given the over-valuation status of MSI, the Finance Minister is also conveniently choosing this moment to unload shares.

Bombardier ran out of money

There is no way to explain Bombardier selling out a 50.01% stake of its C-series jet (leaving it with a minority 31% stake, with the Government of Quebec with a 19% interest) to Airbus for zero other than the simple fact that they ran out of money. They couldn’t keep things going for a few more years while all of the trade dispute issues played out.

With airbus fully incentivized to starting marketing the C-Series (and acquiring most of any industrial secrets contained within the aircraft design), they will be better positioned than Bombardier was with respect to the upcoming Boeing trade dispute (which will be a multi-year bloody battle, especially since Boeing has the full support of the US Government). One question internally for Airbus is how they will reconcile selling Airbus 319’s instead of CS300’s with this arrangement. Or are they just doing this to shut down the aircraft entirely?

The key paragraph is:

At closing, there will be no cash contribution by any of the partners, nor will CSALP assume any financial debt. It also contemplates that Bombardier will continue with its current funding plan of CSALP and will fund, if required, the cash shortfalls of CSALP during the first year following the closing up to a maximum amount of US$350 million, and during the second and third years following the closing up to a maximum aggregate amount of US$350 million over both years, in consideration for non-voting participating shares of CSALP with cumulative annual dividends of 2%, with any excess shortfall during such periods to be shared proportionately amongst Class A shareholders.

So Bombardier’s downside is US$700 million over the next couple years.

Long term, assuming this isn’t an agreement by Airbus to effectively shut down the C-series program, this should bode well for the C-Series program, which should remain in Canada and will have a more powerful marketing partner, but this is a negative for any upside to Bombardier – the promise of a wildly profitable commercial jet program will have now shrunk down to a 31% stake.

If I was going to use an analogy here, it is “Would you like 31% of something, or 100% of nothing?”. Bombardier seems to have taken the first option.

Bombardier has plenty of other cash-positive business units (Transportation and smaller-scale aircraft) that will be bringing in cash flows, but most of the upside in the business (via the promise of significant C-Series jet revenues) is gone.

I continue to hold a much-diminished stake of BBD.PR.C and BBD.PR.D shares, of which I am tepid on valuation and still do not see any imminent (I added in this word a couple hours after making this post!) dividend risk despite this deal.

Yellow Media – Senior Secured notes debt re-financing

Yellow Media (TSX: Y) managed to refinance its 9.25% senior secured notes due November 30, 2018 to November 1, 2022. According to the press release, the new notes are priced at 98 cents on the dollar and will give out a 10% coupon. This works out to roughly a 10.6% effective yield (assuming payout at maturity of par value).

The original senior secured notes had a payment provision where the company had give out a large percentage of its free cash flow to redeem the notes at par. It is not known whether that covenant will be in place for the new notes issuance.

My question is – why are the unsecured debentures (TSX: YPG.DB) (due November 30, 2022 and about $107 million principal value) trading at a value that is comparable to the 10.6% yield of the newly issued senior secured notes? The conversion option at $19.07/share is over double out-of-the-money and these holders don’t have security. It would seem to me that the unsecured debentures should be trading lower.

Genworth MI buying shares again

Genworth MI (TSX: MIC) filed with SEDI last week that they executed a share buyback in the month of August, purchasing approximately 913,000 shares at roughly CAD$36/share. This is nearly 1% of their shares outstanding. In light of the fact that they were making rumblings in filings a year ago with respect to the adverse consequences of increasing capital requirements with respect to the OSFI policy changes, this is most definitely a signal that they are now in an excess capital situation. The share buyback is at a discount of 13% to book value, so management cannot be accused of wasting value with this purchase (a rare characteristic that I very rarely seem managements of other companies perform when they conduct share buybacks).

Finally, Genworth MI traditionally increases its quarterly dividend rate in the third quarter announcement or announces a special dividend. The current regular quarterly dividend is likely to increase from 44 cents a share to around 47 or 48 cents. Management has a good track record of prioritizing buybacks when the share price is depressed to book or giving out special dividends when the share price is relatively high – I do not view a special dividend as being likely. Although my Genworth MI position is smaller than it used to be in the portfolio, it is a significant equity holding of mine and I see no reason to sell at this juncture, in absence of other opportunities.

Toys R’ Us – Looking back

Earlier in April, I said I was going to avoid Toys R’ Us unsecured debt. It was trading around 97 cents on the dollar at that time.

I looked at my quote screen today for lesser-attention securities and noticed they (October 2018 unsecured debt) was trading at around 56 cents on the dollar on reports that on September 6th, they decided to engage a bankruptcy firm to explore options. The bonds went down from 97 cents to 78 cents in a day, and they’ve straight-lined to their present trading price (53 cents and dropping as I write this) a week later.

I ask myself from the perspective of credit analysis – is there any hope for unsecured holders? The easy answer here is going to be no – I count at least $3.5 billion that is either “secured” or asset/real estate based loans out of a total of $5.2 billion in debt. Although their credit facility is about half-tapped (i.e. they’ve got time to structure a restructuring), I find it unlikely that they’re going to wait around until October 2018 and pay off that particular unsecured issue. The advantage of going into Chapter 11 prematurely is simple – they can offer the unsecured creditors (lease landlords, etc.) an unfavourable “take it or leave it” type deal (see yesterday’s post on Seadrill), be able to shed their high-cost items (including conversion of their unsecured debt into a token amount of equity) and move on with life.

There is one reason, however, why this may not happen:

Although Toys R’ Us equity is not traded on an exchange, it is a publicly reporting entity. Bain Capital owns 32.5% of the corporation. Are they willing to give up this equity? I’m guessing their own private valuation of the entire firm is small in relation to the amount of debt that would have to be paid back (if Bain wishes to keep control).

Also if Bain controls most of the secured debt, their interests lie with Chapter 11 instead of keeping control of the firm (via their 32.5% equity stake).

I find this one difficult to judge, but I would weigh on the side of a restructuring that will involve a material impairment of value to unsecured bondholders. There’s just simply too much secured debt and I do not think they will hold Chapter 11 back a year and a month just to pay the US$208 million that’s due with this specific obligation (there are too many others that will be due as well). This is especially true considering the overall entity is not producing a lot of cash.

All in all, I’m glad I avoided this instead of reaching for yield and getting burnt (which would be the only explanation why somebody would have invested in Toys R’ Us unsecured debt in the first place).

Seadrill Chapter 11 details

Seadrill, a publicly traded company that does offshore oil drilling, filed a Chapter 11 arrangement. The salient terms of the pre-packaged deal are:

The chapter 11 plan of reorganization contemplated by the RSA provides the following distributions, assuming general unsecured creditors accept the plan:

• purchasers of the new secured notes will receive 57.5% of the new Seadrill equity, subject to dilution by the primary structuring fee and an employee incentive plan;
• purchasers of the new Seadrill equity will receive 25% of the new Seadrill equity, subject to dilution by the primary structuring fee and an employee incentive plan;
• general unsecured creditors of Seadrill, NADL, and Sevan, which includes Seadrill and NADL bondholders, will receive their pro rata share of 15% of the new Seadrill common stock, subject to dilution by the primary structuring fee and an employee incentive plan, plus certain eligible unsecured creditors will receive the right to participate pro rata in $85 million of the new secured notes and $25 million of the new equity, provided that general unsecured creditors vote to accept the plan; and
• holders of Seadrill common stock will receive 2% of the new Seadrill equity, subject to dilution by the primary structuring fee and an employee incentive plan, provided that general unsecured creditors vote to accept the plan.

This is one of those strange instances where the common stock was trading like something terrible was going to happen, but in relation to its closing price Monday, they received a relatively good “reward” out of this process, 2% of the company (compared to zero if creditors take this to court).

The question is whether the unsecured debtholders will agree to this arrangement – my paper napkin calculation suggests that bondholders will get about 10 cents on the dollar (probably less after the “subject to dilution” is factored in) compared to the trading around the 25 cent level before this announcement.

Their alternative is that if they vote against the deal, the secured creditors will receive everything.

Please read the Pirate Game for how this will turn out and also a lesson on why being an mid-tier creditor in a Chapter 11 arrangement that requires all capital structures to vote in favour of the agreement can be hazardous to your financial health.

I will also note that Teekay Offshore effectively went through a recapitalization, and this leaves Transocean and Diamond Offshore that both in relatively good standing financially.

TSX Bargain Hunting – Stock Screen Results

I’ve been doing some shotgun approaches to seeing what’s been trashed in the Canadian equity markets. Here is a sample screen:

1. Down between 99% to 50% in the past year;
2. Market cap of at least $50 million (want to exclude the true trash of the trash with this screen)
3. Minimum revenues of $10 million (this will exclude most biotech blowups that discover their only Phase 3 clinical candidate is the world’s most expensive placebo)

We don’t get a lot. Here’s the list:

September 1, 2017 TSX - Underperformers

1-Year performance -99% to -50%
Minimum Market Cap $50M
Minimum Revenues $10M
#CompanySymbolYTD (%)1 Year (%)3 Year (%)5 Year (%)
1Aimia Inc.AIM-T-74.89-72.74-86.9-84.6
2Aralez Pharmaceuticals Inc.ARZ-T-73.77-76.19-56.6
3Asanko Gold Inc.AKG-T-62.86-71.4-38.8-58.1
4Black Diamond GroupBDI-T-58.41-56.78-93.7-91.4
5Cardinal Energy Ltd.CJ-T-60.91-51.8-79.7
6Concordia InternationalCXR-T-42.81-85.24-95.6-69.2
7Crescent Point EnergyCPG-T-53.04-56.72-80.8-79.1
8Dundee Corp.DC.A-T-51.6-51.76-84.7-87.4
9Electrovaya Inc.EFL-T-42.72-61.8822201.2
10Home Capital GroupHCG-T-55.42-52.16-74.3-45.2
11Jaguar MiningJAG-T-54.31-62.14-55.8-99.7
12Mandalay Resources CorpMND-T-53.75-66.36-65.7-52.6
13Newalta CorpNAL-T-56.9-59.68-95.5-92.7
14Painted Pony EnergyPONY-T-64.97-60.94-77.4-65.9
15Pengrowth EnergyPGF-T-60.62-59.57-88.9-88.6
16Redknee SolutionsRKN-T-51.92-64.95-78.2-41.4
17Tahoe ResourcesTHO-T-53.04-66.27-78.2-66.9
18Valeant Pharmaceuticals Intl.VRX-T-15.25-56.68-87.4-67.3
19Western Energy ServicesWRG-T-61.61-55.09-88.6-82.7

Now we try to find some explanations why this group of companies are so badly underperforming – is the price action warranted?

1, 8, 10 and 18 are companies with well-known issues that have either been explored on this site or obvious elsewhere (e.g. Valeant).

2 is interesting – they clearly are bleeding cash selling drugs, they have a serious amount of long-term debt, but they have received a favorable ruling in a patent lawsuit against (a much deeper-pocketed) Mylan. There could be value here, and will dump this into the more detailed research bin.

3, 11, 12 and 17 Are avoids for reasons I won’t get into here that relate to the typical issues that concern most Canadian-incorporated companies operating foreign gold mines, although 12 appears to be better than 3 and 11. 17 has had huge issues with the foreign government not allowing them to operate their primary silver mine.

4, 13 and 19 are fossil fuel service companies.

5, 7, 14 and 15 are established fossil fuel extraction companies with their own unique issues in terms of financing, profitability and solvency – if you ever predicted a rise in crude oil pricing, a rising tide will lift all boats, but they will lift some more than others (specifically those that are on the brink will rise more than those that are not). 14 is different than the other three in that it is mostly natural gas revenue-based (northeast BC) which makes it slightly different than the other three which warrants attention.

6 If you could take a company that clearly makes a lot of money, and drown it in long-term debt, this would be your most prime example. It just so happens they sell pharmaceuticals. Sadly their debt isn’t publicly traded but if it was, I’d be interested in seeing quotations.

9 A cash-starved company selling a novel lithium-ceramic battery at negative gross margins would explain the price drop. Looks like dilution forever!

16 Lots of financial drama here in this technology company. They went through a debt recapitalization where a prior takeover was interrupted by a superior bid. Control was virtually given at this point and the new acquirer is using the company for strategic purposes that do not seem to be in line with minority shareholder interests. A rights offering has been recently conducted that will bring some cash back into the balance sheet, but the underlying issue is that the financials suggest that they aren’t making money, which would be desirable for all involved.