Valuing Western Financial Group Preferred Shares

Western Financial Group (common: WES.TO) is primarily an insurance brokerage in Western Canada. They have been able to grow their top line consistently over the past few years, while their bottom line, although profitable, has fluctuated with the market. It is likely they will continue to be making money in the future, so payment of debt and preferred securities should not be an issue, barring any huge global financial crisis.

They have an issue of preferred shares (series 5, WES.PR.C) that has the salient details:

$100 par value, 9% coupon, payable semi-annually;
Holders can convert into common at $2.81/share anytime;
Issuer can convert if common is $3.79/share or higher after September 30, 2012;
Issuer can convert if common is $2.81/share or higher after September 30, 2014.

As I write this, the common is trading at $2.87/share and gives a 4.28 cent annualized dividend (1.49% yield). The preferreds are illiquid and the bid-ask midpoint is $113/share.

To value this preferred share, you must break down the fixed income component and the embedded call option that you (a preferred shareholder) sell to the company.

The fixed income component is simply [coupon / (share price / par value)], which in this case is 7.96%.

The more difficult valuation is with the conversion component. This creates a few scenarios, and note that we assume we sell the common shares immediately after conversion:

1. If the common trades above $3.79/share on September 30, 2012;
2. If the common trades above $3.79/share between October 1, 2012 to September 30, 2014;
3. If the common trades less than $3.79/share after September 30, 2012, but trades above $2.81/share after September 30, 2014.
4. If #1, #2 and #3 do not apply and if the common trades less than $2.81/share after September 30, 2014 until X date.

Scenario 1 is fairly easy to calculate – if you anticipate this happening, you really should invest in the common shares rather than the preferred shares. If the common stock ends up at $3.79/share on September 30, 2012, you will essentially be receiving $135 of value for your preferreds, plus 5 semi-annual coupon payments. A $113 investment will result in $135 in capital gains, plus $22.50 in coupon payments over a 2.40 year period. Annualized, this works out to a 7.69% capital gain, plus a 7.96% income yield. This is contrasted with a common stock performance of 12.3% capital gains and 1.49% income yield (assuming no dividend increase) over the same time period.

In this event, the preferreds seem to be the better investment, especially when seniority is considered. If the common shares go higher than $3.79/share before 2.4 years, the returns between the preferred shares and the common will be proportionate.

Scenario 2 will result in the same absolute return, but depending on when the threshold common stock value is reached, it will result in the same absolute return in terms of capital, but the annualized yield will be less because of the extra time taken to reach the conversion threshold. As an example, if $3.79 is reached on September 30, 2013, the preferreds will have an annualized capital gain of 5.37%, and an income yield of 7.96%, while the common will have a capital gain performance of 8.52% and income yield of 1.49%.

Scenario 3 – assuming the common stock does not go anywhere (i.e. stays at $2.87/share) for the next 4.4 years, a common share investor will receive a 0 capital gain and 1.49% income yield; the preferred holder will receive a 6.4% capital loss on conversion (annualized will be 1.42% loss), but retain an income yield of 7.96%. There are multiple variables at play – when the conversion price is reached and what price occurs at September 30, 2014. For a 10% increase in common share value above $2.81, the preferred shares’ effective value on conversion also increases by 10%, but is capped to 35% when $3.79 is achieved.

Scenario 4 involves a loss – in this event, the fixed income nature of the shares will be more apparent and the conversion privilege becomes less valuable. A common shareholder will lose more capital than the preferred shareholder.

At a value of $113/share, the value of the common shares needs to be $3.18/share in order to avoid a loss of capital upon conversion. This is approximately 11% above the current common share price, but the preferred share holder is compensated for this by the higher coupon payment – they would receive payback for this difference in about one and a half years of coupon payments.

As such, somebody interested in Western Financial Group should be better off buying their preferred shares rather than the common shares as their preferred shares, for now, has a relatively high correlation to the appreciation of common shares, but will be giving out a significantly higher income stream. The only disadvantage is that the preferred shares are horribly illiquid and getting a fill at a decent price and/or size is not easy when nobody is trading.

First Uranium concludes recapitalization

First Uranium has concluded their recapitalization proposal by issuing $150 million worth of notes due to mature on March 31, 2013.

This is a very bitter pill for the equity holders to swallow – they will be heavily diluted by virtue of the conversion privilege attached with the notes, at $1.30/share. Assuming conversion occurs, this will result in 115.4 million shares outstanding more than their existing 166.8 million. In addition, to settle the contractual arrangements with another partner, they will be issuing 14 million shares extra.

All of this means that First Uranium’s existing stockholders, assuming full conversion, will have their holdings reduced to about 56% of the company. However, a significant shareholder (Simmer and Jack with 37% of the prior equity ownership) will also have $40 million of the issue of the notes, which if fully converted, will leave them with approximately a 31% stake.

Probably the only reason why they got into this offering to begin with was to salvage their ownership in the company, which was clearly going to slip away in an upcoming and very messy bankruptcy proceeding.

Gold Wheaton, a company that has purchased a fractional interest in the gold mined from First Uranium, also will be investing $20M and receiving 14 million shares as a result of a settlement on a contract that First Uranium failed to live up to. Assuming full conversion, this will give them about 10% of the company.

The Notes are guaranteed by the subsidiaries of the Company, secured by second ranking security over all assets currently encumbered by Gold Wheaton and first security over all other current and future assets of the Company, not be redeemable until maturity.

Assuming First Uranium will remain above $1.30/share, their recapitalization should be half done.

The other medium term issue for First Uranium, other than the establishment of its mining operations (and subsequent cash flow that would be produced by such operations) is that they have a $150 million issue of unsecured debentures that are due to mature on June 30, 2012, which I so happen to be holding.

First Uranium has a few options.

One is that they should be prioritizing their operations to be cash flow positive, which will make it easier to float another equity or debt offering that the market will be receptive to, enabling them to pay the subordinated debentures.

Another option, concurrent to the above, is that they have the option of paying off the debentures in shares of common stock at 95% of market price; at current market prices of $1.45/share, it would involve issuing another 109 million shares, for a grand total of another 27% dilution of common shareholders. This option will be progressively more attractive as the common share price goes higher. Such an action would be done in 2012.

Another solution is to renegotiate directly with the debtholders and sweeten the terms of debt (i.e. increase the coupon, lower the conversion price) in exchange for an extension of maturity date. This would require ratification of 2/3rds of the debtholders.

Ultimately if the company doesn’t pay up, the unsecured debtholders can force the company into bankruptcy. While their rank in the company, by virtue of subordination to this new issue of debt, will lead to low recovery, it is unlikely the owners of the company would want to proceed with this action and thus it is more likely than not that between now and the 2.2 years to maturity that there will be a way found to make the June 2012 debtholders whole. Simmers and Jack would not want the subordinated debtholders to pursue the “nuclear bankruptcy” option and thus it is more likely than not there will be a solution.

I do not believe First Uranium equity is a good risk at present prices, while I think the June 2012 debentures have probably priced in the right amount of risk and would present themselves as a speculative high risk opportunity.

Geopolitical risks of foreign operations

Kyrgyzstan is a country that probably was on nobody’s radar before a few days ago when the country went into a revolution.

However, some companies have operations in Kyrgyzstan – Centerra Gold has mining operations located there and correspondingly, their stock price took a drop with the heightened uncertainty:

Whenever having an investment interest in a Canadian-headquartered company with foreign operations, it always pays to keep an eye on the country where the operations are located. I am reasonably sure that if somebody was paying attention to Kyrgyzstan before their revolution hit the news, they could have protected their investment interests.

Athabasca Oil Sands IPO – First day of trading

The first day of trading of Athabasca Oil Sands resulted in a 6% drop in valuation from $18 to $16.90. I had written about my quick researched valuation of the IPO in a prior post, and also said that I wouldn’t be surprised if there was a post-IPO “bump”:

Once this company does go public it would not surprise me that they would get a valuation bump, and other similar companies that already are trading should receive bumps as a result. I have seen this already occur, probably in anticipation of the IPO.

If you had to invest into Athabasca Oil Sands and not anywhere else, I would find it extremely likely there will be a better opportunity to pick up shares post-IPO between now and 2014.

This kind of surprised me in light of the fact that this was much touted by the media before it started trading and it was appearing as if there would be droves of retail investors that would pile into the stock (before it went down). Instead, it just went down from the start of trading:

Probably what will be even more affected by this drop in valuation is the valuation of other related oil firms, which might get sold off now that the hype has been extinguished.

Inevitably, Athabasca Oil Sands will be running net operating losses for the next four years, so investors will have to be very patient before they will see any dividends coming from their common equity.

Apple vs. Microsoft – Stock valuation

Apple’s market capitalization is very close to Microsoft’s – $214 billion vs. $256 billion.

So if Apple’s stock goes up another 19.5% (from $235.97 to $282.03/share) they will be caught up. The amount of net cash both companies have on their balance sheets are similar. On the income side, Apple has $9.4 billion in net income for the past 4 quarters, while Microsoft has $16.3 billion.

The question of the day is the following: If you managed to find $256 billion in spare change behind the couch and were forced to buy Microsoft or Apple (and just one; no diversification allowed!), which would you buy?

My gut instinct (rather than any rigorous financial analysis – of which I haven’t bothered to perform) suggests that while I’d rather pick Apple over Vancouver real estate, Apple is only second to Amazon in terms of hype-driven valuation.

Of note right now is that Cisco and Intel combined trade at around $272 billion.

Toyota Motors Company – Will not touch

Anybody having common shares of Toyota Motors may think they are purchasing to be a “contrarian” with all of the allegations flying around with respect to their accelerator pedal and perceived safety issues of cars. Looking at a 5-year stock chart, one might think they are catching the lows (currently $77/share)…

… but what really is the upside to an investor? I recall during the ramp-up in oil prices and the downfall of GM and Chrysler (2007-2008) that analysts were jumping all over themselves to compliment Toyota and implying the company is destined to greatness.

Auto manufacturing, at least at the low end consumer market, is a very competitive business and margins are very tight. When companies like Toyota have to end up recalling millions of vehicles because of a politically-motivated examination of perceived safety flaws of their vehicles (I am of the opinion that it is far more likely that for most part the company did not design a ‘flawed’ vehicle), it will affect their market capitalization far more than the recent 15% haircut their stock has taken. They are more likely to head down than up.

I have written this without doing a shred of financial analysis on the company – Toyota stock is being psychologically valued at this time by the marketplace, not financially.

Davis and Henderson purchase – Corporate conversions from income trusts

Income trusts are starting to announce conversions to corporations and the effects on their unit/share prices are quite telling. For profitable companies, they will have to announce distribution/dividend cuts to compensate for the effect of the upcoming tax on trust distributions.

Davis and Henderson is a business services company, doing about $482M in revenues for 2009. They are primarily an acquirer and consolidator of smaller companies and they have been fairly good at streamlining synergies with these acquisitions. Their balance sheet is messy (negative $235M in tangible equity, little cash and about $200M in revolving term loans as debt) but they generate hefty cash flows. They also distribute, just like most profitable trusts, the vast majority of their free cash flow. However, they pass my ‘trust test’ which is that they generate more in net income than they distribute in cash.

They announced that they will be converting to a corporation and with it their distributions will be going from $1.84/unit to $1.20/share in 2011 because of the tax impact. This is a 35% reduction in distributions and they rationalized the 64 cent cut by saying that had they been a corporation in 2009, they would have had to pay $0.60 to $0.66 in taxes. Their communications person must be a good spin doctor since they didn’t mention that the projected tax would effectively have to be paid on a larger income amount than $1.84/share – after backing out the intangible amortizations, the company generates about $2.27/unit in cash and a 28% corporate tax take is appropriate. In addition, the corporate tax rate will be dramatically decreasing in Canada in 2010, 2011 and 2012. In 2011 it will be 16.5% federal, and roughly 11% provincial, while in 2012 it will be 15% federal and roughly 10% provincial in the major jurisdictions (BC, Alberta, Ontario).

The point is that the distribution cut is going to be more than covered by the company’s cash flows, and they can use the surplus to pay down debt and reduce leverage on their balance sheet.

I know how a lot of retail investors think, and whenever they see a dividend cut, they will panic and sell. So that, they did:

Trading instinct is a difficult thing to describe, but since I’ve been stalking Davis and Henderson for quite some time now, I knew this would be a good time to pounce. When examining their release and annual report, I estimated investors will take down the stock between 5-15% for the day, so I layered an order to buy shares continuously between 6-12% and got enough of a fill to get a 3% position in the company – I was prepared to take 6%, so this was better than nothing. The low for the day was 8.8% below the previous day’s trading price. As you can see, institutional investors and myself likely cashed in on the retail panic.

People that are not in the upper tax bracket can receive Canadian dividend income virtually tax-free. Starting in 2011, I will be getting about 7.6% “tax-free”, and this should be a sustainable yield on my investment given the financial state of the company and the relatively boring businesses they are involved in. The largest risk to this company (other than the slowdown in the business services they are involved in that will exhibit a natural decline, such as cheque-printing and processing) is rollover risk of their $200M term loans. They can equitize the debt with about 19% dilution to existing holders and the history of the company suggests that their relationship with the banks are stable and it is unlikely we will see an attack on their equity by hedge fund artists that want to bet on a recapitalization.

With Rogers Sugar being my other major equity holding, they are due to announce what they plan on doing with their corporate structure. As it is likely they will be contemplating the same thing, investors would be wise to look at trusts that are planning conversions and seeing if they can realize short term trading opportunities. I know that in 2011 the structure of my registered accounts will be looking different since I want to move dividend-bearing securities outside the RRSP because dividend income will be virtually tax-free.

Rogers Sugar, aftermath

Since Roger Sugar announced its fiscal Q1-2010 results in the middle of February 2’s trading day, the stock has been on a relative free-fall:

The current price of $4.40 is skimming the bottom of my fair value range for the units and it will be interesting to see if it slides below that.

Normal volume for the units are about 140,000 a day, so it is clear that there is some institution or fund that is trying to unload their units. They are not getting much liquidity in the market, which is why the price takes a dive. Opportunistic investors love to wait for moments like these to add to their positions, although it is difficult to game whether the institution or fund dumping units have half a million, or five million units to sell. If the entity dumping units is interested in selling more, they will be pressing the market further.

I would venture that a disproportionate amount of holders of Rogers Sugar are people that will be holding for a very long time, simply because the units do provide a good flow-through entity for investment capital – at a $4.40 unit price, there is a 10.5% yield and even better yet, the yield is sustainable with true earnings.

I also do not think the announcement of the fund considering a distribution cut because of the income trust taxation due 2011 is new news – all profitable income trusts will be doing the same. From my own investment perspective, it will mean shifting units out of my RSP and into my taxable accounts since eligible dividend income is taxed much more favorably than interest income that comes from the trust.

History of stock market crashes

October 28-29, 1929: Marked the beginning of the great depression – although the worst of it was only a couple years later, this was a very powerful signal that something wasn’t right in the US economy. This was characterized mainly by a lot of margin debt purchasing and rampant speculation on equities.

1973 to 1974: Marked the beginning of the rise of OPEC, and concerns about the world supply of crude oil in general. Also marked the beginning of the modern currency exchange systems we see today. This was in the middle of a recession and a period of high inflation (these two together are referred to as “stagflation”) and is the worst possible combination for equity markets.

October 19, 1987 (aka “Black Monday”): Probably the only “true” random market crash, potentially caused with inexperience with complexity through computer program trading, and also the Treasury Secretary mumbling about having to devalue US currency. Federal reserve chairman Alan Greenspan was also new on the job at this time. The US recovered despite having lost 22.7% of its market value for the day. Hong Kong got killed by 45.8%; in all cases buying this crash would have been fruitful. Easy to say when looking at past charts!

October 13, 1989: A small random market crash (6.1% loss on the S&P 500) for no particular reason at all.

October 27, 1997: The S&P lost 6.9% due to the Asian currency crisis and panic selling. This was at the time of the beginning of the run-up in technology issues. Although this was somewhat interrupted by the Long Term Capital Management fiasco in 1998, equities never looked back until February 2000, where they peaked.

September 11, 2001: The largest terrorist attack on US soil, and the biggest death count since the Pearl Harbour attack in December 1941. Equities dropped when markets re-opened a week later, mainly due to insurance and financial firms that had to perform some massive re-balancing after liquidating assets. This would prove to be a local bottom, but not a true bottom until in 2002 when markets finally reached their lows for the decade (up until the 2008 financial crisis).

October 2007 to March 2009: Fresh in everybody’s memory, the financial crisis caused wholesale liquidations in major financial firms, such as Bear Stearns, Lehman Brothers, Wachovia, Washington Mutual, etc. From peak to trough, the S&P 500 lost 56% of its value.

… and after this history lesson, will January 25, 2010 be on the books?

Obama wants to take out the stock market

Now that Barack Obama is done demolishing the US fiscal balance, he’s now going to work on demolishing the US stock market. Just a couple days after losing the Massachusetts senate election, the rumblings of the administration wanting to crack down on finance companies is hitting the pipeline, and we are seeing it in the form of rises in implied volatility. Here is a 5-day chart of the S&P 100 30-day implied volatility (otherwise called the VIX):

It will be very, very interesting to see how this gets played out. Volatility is good, as long as you can predict whether markets go volatile “up” or volatile “down”!