Canadian Newspaper Publishers – Torstar, Postmedia and others

Even though one would think with the S&P 500 and TSX being at heights that I would find the markets devoid of investment opportunity. While the Amazons and Facebooks of the investment world do appear to be expensive (and entirely propelled by deficit spending, federal reserve meddling, low interest rates and a good dose of TINA), the smallcap world, much to my surprise, has been full of plenty of research candidates, both old and new. I’ve been doing due diligence on various companies over the past couple months and have nibbled here and there. Nothing was as obvious as Yellow Media was in the 6’s in early 2019, but several items have received my interest and present reasonable risk/reward ratios.

I will write and disclose one of them simply because I have gotten my position (it is a very low percentage position in the portfolio, as in my minimum size to warrant opening anything) and I am not interested in accumulating more at lower prices. I will also caution that its liquidity is less than stellar.

I will piggyback on the post Tyler did with FP Newspapers (TSXV: FP) – well worth the read – he did a good job. Just be warned if you trade FP that you can move the stock price 20% with a few thousand dollars of volume!

It is well known that the traditional news publishing industry has been upended by the internet. Even Warren Buffet was caught flat-footed by this to some degree (he has made multiple comments on two-decade ago annual reports about the competitive position of single-community newspapers). However, I will make the claim that most of the damage in the industry is done. It is not completely over but the horizon is finally visible again.

In terms of publicly traded companies in Canada (on the TSX), we have the following:

* Torstar (TSX: TS.B) – notably owning the Toronto Star, Canada’s largest daily newspaper. Will write about them in more detail below.

* Postmedia (TSX: PNC.A / PNC.B) – National Post, and many prominent regional media, including the Vancouver Sun, Calgary Herald, Toronto Sun and Montreal Gazette. The stock, despite having over 90 million shares outstanding and a $120 million market cap, is very illiquid. They have an anchor around their neck in the form of nearly $250 million in debt and mandatory cash sweeps, contrasted with the trickle of operating cash flow they do generate.

* Glacier Media (TSX: GVC) – Owner of some 60+ local news media brands, although this is a subset of their other significant business offerings. Unlike Postmedia, the stock usually trades in a day, and the bid-ask spread is much more reasonable (pennies vs. dimes). Their Community Media category (which includes publications such as the Victoria Times Colonist) is approximately 60% of their revenues. They have been treading water financially, and have a very modest amount of debt on their balance sheet (about $20 million). They are, practically speaking, controlled by the entity that controls Madison Pacific (TSX: MPC.C).

* Québecor (TSX: QBC.A / QBC.B), which also owns the major French language publication (Le Journal de Montréal) and others in French language. Québecor is well diversified beyond its ownership of newspaper publications (its ownership of Videotron, for example) and really doesn’t fall into the “trading like trash” category of the three companies listed above.

I’m only going to look at Torstar in this post. This post has less quantitative rigour than my usual posts but I’ve done those evaluations off-line. Also, I’ve been less than comprehensive in writing the following analysis, but there have been plenty of other considerations taken into the scope of this.

Structure

The company has a dual class share structure. Its original founder and owner, Joseph Atkinson, who died in 1948, left behind the company to his successors who own the Class A voting shares.

The Class A shares (approximately 9.8 million outstanding) have voting rights, are not publicly traded and are owned primarily by a voting trust that joins together seven groups of shareholders. These seven groups (descendants of Atkinson) collectively hold approximately 99% of the Class A shares of Torstar and approximately 17% of the Class B non-voting shares of Torstar. They effectively control the nomination of the board. Class A shares can be converted into Class B shares. Class A shares cannot be sold in a take-over bid unless if the same offer is given to Class B holders.

The Class B shares (approximately 71.3 million outstanding) are freely traded, and notably Fairfax owns 28,876,337 shares or 40% of the class. Their last disclosed purchase was on November 9, 2017 when they purchased 9.4 million shares at CAD$1.25/share.

This dual class structure looks fairly typical, except for the following provision:

The holders of the Class B non-voting shares are generally not entitled to vote at any meeting of the shareholders of the Corporation; provided that, if at any time the Corporation has failed to pay the full quarterly preferential dividend on the Class B non-voting shares in each of eight consecutive quarters, then and until the Corporation has paid full quarterly preferential dividends (7.5 cents per annum) on the Class B non-voting shares for eight consecutive quarters, the holders of the Class B non-voting shares are entitled to vote at all meetings of the shareholders at which directors are to be elected on the basis of one vote for each Class B non-voting share held.

This creates a control incentive – the company must pay 15 cents per share in two year periods, otherwise Class B shares will get to vote for board directors (i.e. Prem Watsa will be able to obtain significant influence, if not control of the firm – his voting stake in this instance would be 36%).

The bulk of my shares were bought at 40 cents, which means if the Torstar board wishes to keep control, they have to pay a minimum 18.8% dividend at this cost.

On their Q3-2019 report, Torstar eliminated their dividends (it was 10 cents per year prior). You can see on the chart when this announcement occurred.

The board of directors stated they will review the dividend policy again in a year. I do not believe they will reinstate a dividend until there is obvious evidence of free cash flow, or Q3-2021, whichever comes first.

Financials

The following is a very broad summary. I’ve dived into the financial statements, but will pick on certain details. Print advertising is eroding at a very fast pace (roughly 23% from Q3-2018 to Q3-2019), and flyer delivery (which used to be a vector for advertisers to stuff more paper garbage into doors of homes that competed primarily with Canada Post’s unaddressed admail) is down 10%. Digital advertising and subscriptions are roughly level.

I do not expect there to be much recovery in print, but because revenues have already fallen so much, one can envision that the inflection point on the inverse “S” curve has been reached and that future revenue erosion will be slowing. Print advertising is still 30% of the total revenues. All of the advertising money has to go somewhere, and it is likely it will show up in the form of digital advertising (either on Torstar or thrown to social media), or “advertorials” and the like.

With revenue losses, cost containment becomes a much more challenging factor, and management has been trying to trim costs. For the most part their effort has not been sufficient in line with the drops in revenues, and there have been recurrences of “one-time” restructuring costs and so forth (the most recent going to be the shutdown of the StarMetro line of publications).

The other big component is the partially consolidated 56% ownership of Verticalscope, which is generating losses and the subsidiary has a $144 million debt which it is slowly chipping away at. Torstar has been less than transparent in terms of accounting for this investment, probably because it has performed so terribly. They were forced by the Ontario Securities Commission to change the manner in how they reported VerticalScope results. For the gory details, you can read Note 8 of the financial statements and the beginning of the MD&A document.

The consolidated balance sheet itself, however, is not in bad shape. The company has $52 million in cash, $9 million in restricted cash held generously in allocation toward an executive retirement liability, and no debt (the VerticalScope debt is non-recourse). There are significant liabilities on the books in the form of the employee pension plan, which is estimated to have a $127 million solvency deficit as of September 30, 2019.

This number might be a little scary, but it is not as if the pension plan is devoid of assets – at the end of 2018, there was $806 million in pension assets. There were $77.6 million in benefits paid that year.

The main point is that the company has some financial maneuvering room and time to work with. While the situation is clearly adverse, it is not at the point where it encumbers management’s ability to operate (unlike Postmedia, where the high interest rate debt is like an anchor around the neck of the whole company).

Intangibles

The large intangible aspect that makes Torstar alluring is name recognition – being a major media driver in itself, with obvious critical mass, provides value. There are analogs to this, the most relevant one being the decision that Jeff Bezos made when deciding to purchase the Washington Post in 2013.

The other intangible aspect is that the Toronto Star is obviously aligned with the federal partisan leanings of the existing government, which means it will continue to be a receptive economic vessel for the federal government. The journalism tax credit is one instance of this.

Competition

Direct competition – The Globe and Mail (owned by another historical family-owned media empire, Woodbridge Company) is the only other direct competitor in this space. They are effectively the two legacy national (English language – Québecor owns the French one) newspaper organizations.

Other than this, the other competition is through other domains – broadcasting news, internet, and independent publishers. The combination of these three has lead to a non-trivial erosion of the fundamental business, but this has been well explored elsewhere.

Sentiment

Bad. Really bad. Other than the negative dynamics of the newspaper industry, the suspension of the dividend was probably the last nail in the coffin for a lot of investors to finally bail out. I do suspect a lot of the trading since that announcement was fueled by tax loss selling. Q4-2019’s result is probably going to be quite poor with costs associated with shutting down StarMetro and there isn’t any good news at all other than the federal government subsidizing the business with digital media and journalism tax credits.

Valuation

The company’s Class B shares traded last Friday at 43 cents per share, which gives it a market capitalization of $35 million. In happier times (in 2011) the company traded as high as $15/share. It has spent most of 2019 under $1, and so far in 2020, it has been under 50 cents.

The question at the end of the day is whether the entity can sustainably generate cash. I believe the answer to this is yes. The question is how much the underlying business has to shrink in order for them to get to that point, and whether management can execute on structuring a leaner organization to doing so. That remains to be seen, but things right now are priced for a huge amount of pessimism relative to their market capitalization. The range of outcomes in my books are them going slowly to zero to being able to recover to a much higher market capitalization – when using a linear probability curve, the expected value is higher than 40 cents per share.

The big kicker is the ticking clock on dividend payments, which I think will give the board of directors incentive to tell management to get going. In the event they want to save themselves, they will give a 15 cent per share dividend by Q3-2021, which will mean I at least get paid to wait. If not, I’m sure Prem Watsa will have better ideas.

To repeat, I have a very small position in Torstar. If they pull off a miracle and get back to a $250 million market capitalization, it will be a welcome boost to the portfolio. If it’s clear that things are going from “really bad” today to “really really bad with no hope”, I’ll take a couple lumps on the head but it won’t cripple my portfolio by any extent.

If you do trade this, be warned that liquidity is not the greatest. It typically trades around $10,000 in volume a day, and the 2 cent spread you typically see in the stock represents a 5% price difference so selling at the bid and buying at the ask is very expensive if you are impatient!

Bombardier, Bombardier – yield on debt – recapitalization upcoming?

Why people would be long-term investors in this company’s common shares is beyond me. It is, however, a good speculation vehicle on government bailouts, of which I cashed in on about four years ago when the Liberals took control of government.

Bombardier common shares (TSX: BBD.B) are trading down 32% today on the news their quarterly results are not going to be as good as expected. In fact, this is somewhat of an understatement as they just threw everything bad into the release. Transportation is performing very badly, and a couple key quotations:

Consolidated free cash flow for the fourth quarter is estimated at approximately $1.0 billion, approximately $650 million lower than anticipated.

Oops.

While the A220 program continues to win in the marketplace and demonstrate its value to airlines, the latest indications of the financial plan from ACLP calls for additional cash investments to support production ramp-up, pushes out the break-even timeline, and generates a lower return over the life of the program. This may significantly impact the joint venture value. Bombardier will disclose the amount of any write-down when we complete our analysis and report our final fourth quarter and 2019 financial results.

The “call option” embedded in Bombardier’s disposal of its participation in the C-Series aircraft is increasingly looking like to come to a (metaphorical, not literal) zero. The agreement with Airbus required cash injections up to a ceiling and it looks like this threshold will be reached. While the minority stake Bombardier has will still have some value (especially as Airbus eventually gets around to selling the aircraft, which by all accounts, are superior) it isn’t anything like what they anticipated a decade ago when getting into the market, which is a real shame.

And on the issue of their capital structure (which is getting quite debt-heavy in relation to their cash flows):

The final step in our turnaround is to de-lever and solve our capital structure. We are actively pursuing alternatives that would allow us to accelerate our debt paydown.

Easier said than done. With their market cap under CAD$3 billion, any de-leveraging through common share issuances are going to be highly dilutive and not make too much of a dent on their US$9.3 billion debt (as of September 30, 2019). They are pursing asset sales to inject a billion into the balance sheet, but Bombardier is clearly running out of options. They’ve gotten rid of their commercial aircraft division, and 30% of their transportation division, so there isn’t much left. “solve our capital structure” is a code-word for a “light recapitalization”, which would explain the common stock tanking today.

It has been awhile since I reviewed Bombardier’s debt maturity curve and I’ll show a snapshot of my trading console and also a yield-to-maturity graph that I have been keeping of the company. The thick line is the present yield to maturity of their debt and despite today’s news, doesn’t appear to be too catastrophic (yet):

Bombardier can still likely raise debt financing, albeit more expensive today than it was yesterday (when most of their bond issues were trading at above par).

The preferred shares (TSX: BBD.PR.B, BBD.PR.D) also took a dive, and are now trading at around an 11% yield for those that like to gamble. Just be warned that “alternatives to allow accelerating our debt paydown” might include the suspension of preferred share dividends (suffice to say, this would likely result in lower prices for the preferred shares). An interesting gamble for yield chasers!

Pier 1 Imports

Pier 1 Imports (NYSE: PIR) is a retailer of home furnishings. It’s a stock I check up on once in awhile but never considered buying it.

In a classic case of “do not confuse consumer markets preferences with your own”, almost every time I walk into the place (which is usually once a year to see what sort of junk I do not want in my living room) I walk out thinking to myself how this place exists as an entity. This thought of mine has been for nearly a decade. The company has defied my expectations for quite a long time.

From the 10-K: “During fiscal 2019, the Company sold merchandise imported from many different countries, with approximately 60% of its sales derived from merchandise produced in China, 16% in India and 17% collectively in Vietnam, the United States and Indonesia.”

60% of its sales derived from China? Uh-oh, watch out for those cost of goods sold rising!

It looks like it finally might be happening – their last quarterly result for the November 30, 2019 quarter was very lacklustre. Gross profits were 31% of revenues, but SG&A expenses were 42%, which translated into a $59 million dollar hole for the quarter when factoring in depreciation and interest expenses.

They then came to the realization they need to close down half their stores to cut costs.

On November 4, they also appointed their CFO to replace the old interim CEO. I’m sure the executive suite is having a lot of fun right now.

A year ago, PIR had just over $600 million in the “retained earnings” line item on their balance sheet. That is down to $295 million. Current assets are less than current liabilities, and the company is drawing down its revolving line of credit – currently $96 million is borrowed, and they can take out another $158 million – until April 30, 2021 when a separate term debt facility matures.

So this is clearly a race against time – about 15 months – they need to shut down unprofitable stores, and get to the point where they can start building credit again to extend their credit facilities.

In terms of raw valuation, PIR only has 4.1 million shares outstanding, so when doing the math on their $5 stock price, you’re betting on them simply not Chapter 11-ing themselves out of their situation, which is a very high probability outcome at their current trajectory. Leases and debt commitments have to be honoured, and Chapter 11 must look awfully alluring for management.

Back in the glory days, the year ended February 2016, they generated over a hundred million in free cash flow. In February 2017, it was $72 million. In February 2018 that went down to $13 million. When fashion goes against you, watch out!

I would then make a contrast with the company that used to be known as Restoration Hardware (NYSE: RH) that somehow managed to become a $200 stock because they successfully realized that retail is either about the upper-upper end (just click on their “RH New York” video and contrast with PIR), or the lower end (think Dollarama and Walmart!) and anybody inbetween will get killed, like Pier 1.

Or, you might get lucky with Pier 1 just because the valuation is so cheap at present – sort of like a Francesca’s (Nasdaq: FRAN) when the stock quadrupled after an unexpectedly profitable quarterly report.

Arch Coal

Nothing has been derided in media as being as being more environmentally dirty as coal. The mantra is that coal pollutes (mostly mitigated these days with acid scrubbers and other emission systems in coal plants), causes climate change (everything causes climate change), and is the worst of all fossil fuels (it is if you just flat-out burn it, but otherwise is very useful, and critical for steelmaking, which you can’t do with oil or gas). Renewable energy resources (wind, solar) are considered to be sexy and do not contribute to climate change (never mind the fact that you have a huge capital outlay and maintenance expenses that tend to escalate with the age of the power generator).

One big issue about power generation that most media reporters (and seemingly government policymakers) do not focus on is availability versus raw cost per megawatt. Wind has an intermittent profile that needs to be continually balanced with sources that can be turned on and off with the touch of a dial (in this event, that is “peaker” gas turbines, and also hydroelectricity). Solar is somewhat more predictable (cloud cover weather forecasts are somewhat more reliable than wind schedules), but solar delivers its peak power loads in the middle of the day and tapers off at the times when you generally need it. For example, in California, in the winter solstice, solar maxes out between 830am to 230pm, and in the summer solstice, it maxes out between 730am to 630pm. On a typical summer day, demand peaks at 630pm, and tapers off around 930pm.

As a result, excessive reliance on intermittent power sources on a grid can be detrimental to the overall grid. If you throw in a few wind or solar plants, it is not going to cause ripples in the grid too much, but there is a scale issue – you cannot have too much power generation with intermittent sources before it becomes more expensive to provide energy availability rather than raw capacity. Indeed, when various governments around the planet have attempted to convert more ‘conventional’ base load sources (such as coal and nuclear) and convert them into “renewable” energy, the results have been fairly consistent – you pay a lot more for the power, simply because the renewable power isn’t there when you need it.

Despite what Elon Musk might claim, energy storage technologies are not very efficient dealing with large-scale (gigawatt) operations. The battery powering your iPad or cell phone is great for its purpose, but there are serious scale issues when one has to deliver power at a million times higher magnitude. The best technology available is pumped storage, which comes with a 25% energy hit, but it requires specialized geography to implement. Don’t get me wrong, however – there are smaller scale uses for battery storage (especially on isolated grids with excess base power generation), but it isn’t with large scale power grid delivery.

Large-scale hydro the most valuable of power generation sources – you get loads of power, and most importantly, you get to choose when you have the power. In British Columbia, BC Hydro has made millions of dollars exporting power during the 6pm to 10pm peak time, and then shutting the dams for the rest of the time (and buying midnight energy abroad for a couple cents per kilowatt hour).

We come back to coal, which provides a base load of power. It is a very well understood industry that has existed for centuries, and an energy source that still produces just under 40% of the world’s energy. In North America and Europe, coal is being phased out for aforementioned reasons (it’s “bad and dirty”), but it will still continue being a very prominent source of energy generation. In particular, natural gas has displaced coal because of abundant shale gas, but this may, and likely will change in the future when such natural gas resources become exhausted (and thus less competitive in price).

(Update, January 2, 2020: I’d like to make a clarification here. On most large coal power plants, the output generation can be varied in accordance to the typical trend in power demand in a day, but it cannot be dialed up and down at the speed of wind changes or sudden clouds blocking solar panels!)

Coal can be divided into two categories, thermal coal, which is used primarily for power generation, and coking coal, which is used for the manufacturing of steel. While there exists other methods of steelmaking that do not require (or require less) coking coal, they are not economical at large scales. Coking (metallurgical) coal sells for much higher prices than thermal coal. As there is less of it, it is more expensive to mine, but for most companies it is much more profitable.

The USA and Canada are self-sufficient in coal manufacturing. As a result, there is a huge export market available, especially in Asia (China and India) where there are large expectations of growth, primarily economically driven.

In early 2016, due to pricing and leverage of most companies involved, there was a huge washout of publicly traded coal companies, with many recapitalizations.

In Canada, the largest publicly traded coal manufacturing company, by far, is Teck (TSX: TECK.A / TECK.B). They also have significant copper and zinc operations, but the plurality (just under 50%) of their revenues are from coking coal. Much of the coal they generate is produced for export to Asia through the Westshore Terminals (TSX: WTE) complex, which is a very profitable entity controlled by the Jim Pattison group. (I will leave aside political commentary about how the government finds it acceptable to mine coal and export it for Asia where it will be burned off, when they are so negative on the consumption of any fossil fuels – the lobbyists must be doing good work to keep this obvious divergence in stated policy in the shadows). Notably at the beginning of 2016, Teck crashed down to under $5/share but has since recovered as well as most of the coal industry. Teck’s market cap is CAD$12 billion and financially is in reasonable shape (the $4.2 billion in debt they have is a small amount in relation to their entire operation). In the past two years, they have produced a lot of cash flow, but this has gone up and down like a yo-yo with their underlying commodity markets.

In the USA, there are a few more publicly traded coal entities of relevance (which I will define as having a market cap of greater than US$500 million): ARCH (both types), ARLP (thermal), BTU (both), HCC (coke), SXC (coke). Notably, ARCH and BTU went through Chapter 11 recapitalizations in 2016, which alleviated their balance sheets of billions in debt. HCC effectively originated from a recapitalization in 2015 and became public in 2017. ARLP is a MLP that is currently giving off a distribution yield of about 20%. SXC used to be a MLP and converted. By virtue of not going through Chapter 11, they are in the worst financial shape of the various companies listed here.

Notably, after a huge period of pain (culminating in 2015/2016), all of these companies are making money.

What’s even more interesting is that despite making money, these companies are having huge difficulties raising capital. On September 16, 2019, BTU attempted to refinance its 2022 and 2025 notes with a senior secured debt issue (maturing on 2026) and it was unsuccessful. Perhaps bondholders have sour memories of recapitalizations of past yore! In any other industry this would have been a done deal. BTU, as a result, is forced to de-leverage and stockpile cash to protect itself – they were more confident earlier in 2019 when they executed on a stock buyback, but at around $30/share, this decision looks foolish in retrospect (they are now trading at $9/share).

What this all suggests is that there are higher competitive barriers to entry in the coal industry, at least in the domestic side of the North American market. This is somewhat reminding me of the economic dynamics of airlines, where most of the participants have been flushed out and the last players standing are able to absorb a larger degree of economic profits to be had. I am aware that this analogy is by no means perfect.

I will focus on one of these companies, Arch Coal.

They produce thermal coal in primarily in Wyoming, in the Powder River Basin. They produce coke in West Virginia. By revenues, roughly 40% of revenues is metallurgical coal, 40% of revenues comes from Powder River, and the rest of it elsewhere. Out of all the coal, about half is exported, and out of that half, about half of it is to Europe and half to Asia. In 2019, it was announced that the Powder River Basin assets will be combined with BTU’s Powder River assets in a 33.5/66.5% joint venture which should allow for considerable cost savings. The large new capital project of metallurgical coal is Leer South, which will cost about $360-390 million and be operating at the end of 2021. At $120/ton, this is expected to have a 48 month payback – invested capital has the capacity of making fairly large returns.

The rest of the businesses operate on maintenance capital expenditures, including the thermal coal business, which all generate a lot of cash. In 2017 and 2018, the company generated about $330 million in operating cash minus capital expenditures, which was mostly ploughed back into share buybacks. After emerging with 25 million shares after Chapter 11, their share count currently is 15 million shares (or 40% of the shares have been repurchased off the market). Thus, looking at the chart is a little deceptive as one has to compensate for the rapid amount of shares that were repurchased since 2017:

Arch Coal - Shares Outstanding and Net Debt

Date (ending)Shares O/S (M)Net debt (Cash)MarketCap ($M)
Q1-201725,021(213,141)$1,757
Q2-201724,310(212,072)$1,849
Q3-201722,119(131,796)$1,690
Q4-201721,070(103,313)$1,897
Q1-201820,663(113,840)$1,670
Q2-201819,703(84,794)$1,667
Q3-201818,832(93,901)$1,806
Q4-201817,831(109,751)$1,571
Q1-201916,959(70,471)$1,645
Q2-201916,262(86,754)$1,450
Q3-201915,095(46,778)$1,191

(Market cap at US$70/share at Q3-2019 share levels: $1,057 million).

Putting a long story short, the company trading at its Q1-2017 market capitalization would be worth about $116/share today. On an EV-adjusted basis, $105/share. The gross debt outstanding after Q3-2019 is $305 million, most of which is in a term facility due March 2024 (interest rate Libor plus 275bps). Operating cash flows for the first 9 months of 2019 is $334 million minus $137 million in capital expenditures (net approximately $200 million). This number will likely decrease in the upcoming year as coal prices have softened.

This becomes a bet on a few fronts. One is that the commodity coal retains some sort of pricing power. On a supply basis, this appears to be the case as capital available for the purchase of new mines is limited – new projects are generated from internal cash flows, such as the case of the Leer South project. It does not appear that any thermal coal projects are proceeding forward. On a demand basis, there seems to be a better argument that thermal coal is going the way of the do-do, but I would expect the trajectory to slow down as natural gas inevitably starts to ascend and making that power source less viable, at least in North America. All indications otherwise suggest that coal, especially in East Asia and India, continues to ascend. Although North American producers have shipping constraints to getting product the market, Westshore and Long Beach appear to be viable export points.

Sentiment in the industry is horrible. Everybody believes coal is dying. Few people (unless you know the industry) appreciate the industrial usage of coking coal. University endowments and various funds are feeling public pressure to get rid of anything fossil fuel related or anything relating to climate change out of their portfolios. Since the calendar year is almost over, I would also guess there was a supply dump in December to get these offending companies out of portfolios. Finally, since China is a large buyer of coking coal, the relative instability of trade (and indeed their domestic economy) brings up questions of coking coal demand.

A few years ago ARCH managed to recapitalize its way out of $5 billion in debt, and also managed to retain a significant tax shield ($1,384 million of gross federal net operating losses, $73.3 million of alternative minimum tax credit and $64.5 million of capital loss carryforwards following the bankruptcy). Their cost structure is in the lower quarter of the various players, and should be able to withstand a downturn in commodity pricing.

Even at half the cash generation capacity, they still will be producing a lot of excess cash that they will be dumping into share buybacks – why bother investing in any coal mines when you can just buy your own shares that generate $25/share in operating cash flow for $70? They do give out a 45 cent quarterly dividend, but the net cash for that is insignificant compared to the cash that goes towards buybacks (and indeed is probably designed to get the stock automatically purchased for dividend ETFs).

I bought a few shares at US$70. It is not a large position. I would expect downside in the event of a continued metallurgical coal decline would be around US$50, but upside will be around to US$150-200/share. If the industry starts receiving any hint of love again, multiples will expand from the present 4x to something resembling a more stable and mature industry – perhaps 8x or so. When you add the fact that there were the massive share buybacks, coupled with future earnings power, there’s quite a bit of leverage to be had. It would also not surprise me if a larger mining conglomerate decided to take out the entity. You’re buying a company that has clear capacity to generate about $300 million in cash a year for a billion in enterprise value, and that $300 million figure is if things look worse than they have been in the past 9 months. The thermal coal business will be in decline, but there are precedents in the past for when such businesses are still very profitable (Competition Demystified talks about the leaded gasoline additive market as being an example).

(Some background information on the industry at large – IEA report on Coal, 2019)

Two shareholder votes to watch out for this week – Canfor and Pengrowth

Two shareholder votes happening this week which will be of interest:

Vote #1: Canfor

Canfor (TSX: CFP) will vote on Wednesday, December 18, whether they want their minority shareholders (49%) to be taken out by the majority (51%), which is currently owned by entities controlled by Jim Pattison. The proposed takeout price is CAD$16/share, which was higher than its trading range for most of 2019, but lower than last year when things were looking a lot better in the forestry sector. The majority of minority shareholders is required for the vote to pass.

My guess is that this will pass. The only significant shareholder other than Pattison’s entity is through director Barbara Hislop, who controls about 2.5 million shares (out of 125.2 million shares outstanding). The rest of the shareholder base is likely to be institutional in nature and I do not think they will put up much of an opposition. At Friday’s closing price of $15.45, this seems like an easy 3.5% gain in two days of trading for those that are brave to place a bet.

Most other forest companies have gotten killed – WFT, IFP, WEF and especially CFF – picking look slim right now.

I think Pattison’s sense of market timing is excellent with this one – buy low and collect the cash when the times are better again, and they will be. The fact that this isn’t a no-brainer suggests that he’s getting a good price on the acquisition – indeed, if 99% vote to agree to it, he probably paid too much. But if 60% of the minority agree to the deal? That’s a perfect price.

(Update, December 16, 2019: The deal was rejected with 45% of the minority in favour of the deal, with 50% required. Guessing that Pattison wished that he added another 50 cents on this one to seal the deal!)

Vote #2: Pengrowth Energy

Pengrowth Energy (TSX: PGF) will also be voting December 18. The proposed acquisition price is 5 cents a share, mainly because the company has debt maturities outstanding that will likely be defaulted on if the vote goes negative. The only real question mark at this juncture is why Seymour Schulich, who owns 28% of the common shares, all of which have been purchased at significantly higher prices, is going along with this. He purchased a couple million shares as late as July of this year (for approximately 50 cents a piece) and owns 159.4 million shares out of the 560 million outstanding. Is this going to be the mother of all capital losses? Or did he cut a deal with Cona Resources (the acquirer) that will take place after the transaction concludes?

For somebody with patience, I think Cona is getting an excellent deal. With the debt eliminated, Pengrowth is very highly leveraged to ambient oil prices and if there is any revival in the market, the pain that these companies have gone through in the past half decade will be nowhere close to the rewards that will be gained in the future.