Peer to peer lending is quite risky

I find the fellow that writes Bad Money Advice to be quite entertaining. His latest article is written about his experience with Prosper.com, which is the foremost in peer-to-peer lending. He put $1,000 into it three years ago and managed to transform it into $1,029 – which apparently is an above-average performance on the site. At least it was better than the S&P 500, but certainly less than what a risk-free GIC would have yielded.

If you are Joe Consumer and need a loan for whatever reason, you can request a loan and have people bid rates on your loan. Prosper makes money by taking a slice of both the lender and the lendee.

Putting $1,000 into Prosper and attempting to transform it into a market-beating rate is actually money well spent even if you have your entire portfolio default – the reason being that it is a first-hand experience why banks and credit card companies charge such high rates for (relatively) unsecured consumer loans. In effect, it is an educational expense. It might not even be a bad idea to give younger people an account with a modest amount and get them to “invest” the money in an attempt to educate them why making money through banking is not as easy as it seems.

The only debt investing I do is through publicly traded companies and there is some legal protection because such companies have to file a prospectus and report quarterly – when dealing with consumers, you have no such protection other than the good faith of the person behind the internet wire. In most cases, if they have to borrow money through a place like Prosper, chances are they are in bad shape to begin with and your only proper compensation for this risk are rates that would otherwise be considered usury – around 30%.

This is why “payday loan” companies charge relatively high rates – they experience the same kind of default rates as people on Prosper. Payday loan companies are vilified for charging these high rates, but without doing so, they would go bankrupt.

I love the idea of Prosper.com – I just wouldn’t invest there unless if I knew I had some form of collection that was a little more powerful than the (expensive to implement) threat of a collection agency.

Harvest Energy offers debenture repurchase

As the Harvest Energy debenture agreement requires them to repurchase them at 101 cents on the dollar within 30 days of a change of control, Harvest Energy has made the offer today. The expiration of the offer is as follows:

Series                          Trading Symbol                  Expiry Date
----------------------------------------------------------------------------

6.50% Debentures due 2010       TSX: HTE.DB.B                 March 4, 2010
6.40% Debentures due 2012       TSX: HTE.DB.D             February 11, 2010
7.25% Debentures due 2013       TSX: HTE.DB.E                 March 4, 2010
7.25% Debentures due 2014       TSX: HTE.DB.F             February 25, 2010
7.50% Debentures due 2015       TSX: HTE.DB.G             February 25, 2010
7 7/8% Senior Notes due 2011    N/A                       February 16, 2010

An investor should look at the market price of the debentures before considering to tender and also look at the yield they would get by holding onto the debentures vs. the risk they would have to take until they mature. Right now all of the debentures are trading above 101, which likely means they will not be tendered by investors – they can be dumped on the open market for a higher price. I dumped my “D” debentures at 101.5 and my “E” debentures at 102.0 in January in a lucky feat of trading execution.

Next TFSA investment – First Uranium

Following the success of getting out of Harvest Energy debentures, I had a lot of cash in my TFSA, especially after the January 2010 contribution of $5,000. There was only one debenture candidate left on my radar that appeared to have a good risk/reward characteristic. Although it wasn’t great, it was good enough and I executed a trade on it.

Continuing with my less than diversified strategy, I have placed the sum of the TFSA into the debentures of First Uranium (FIU.DB). The debentures give a 4.25% coupon, maturing in June 2012. They are convertible into equity at $16.42/share, but this is unlikely to be a factor in the valuation. The total issue was for CAD$150M. They went as low as 41 cents in the debenture crash of early 2009.

The price I received was 74.5 cents on January 11, which is a 5.7% current yield and an implied annualized capital gain of 13.0%. Assuming a 1.2% (short term interest rate) reinvestment of coupon, this is a realized return of about 16.8%, which is (barely) above my investment threshold. The previous Harvest Energy investment was above 30% at the time and price I made it, but the spring of 2009 was a very special investment climate where buying anything would give you massive returns. Today, things are much different and you really have to pull out a high powered microscope since anything with a high return has a lot of baggage you have to sift through. First Uranium is no exception.

First Uranium is a Toronto corporation, but with operations primarily in a South African mine with uranium and gold reserves. The name is misleading in that the bulk (~85%) of the company’s revenues are expected to be from gold sales. The foreign nature of their operations introduces a risk, but South African mining operations have been able to operate sustainably in other circumstances. Although I have my geopolitical concerns about South Africa in the medium term (10 years out), I have discounted such concerns in the 2.4 year timeframe of this present investment. It is also likely that coming closer to maturity that the investment may be liquidated sooner than later, or when the yield shrinks to my sell target (around 95 cents presently).

Most of the operations have been financed by equity – the last financing was done in June 1, 2009 at CAD$7/share. Today the common shares are at $2.66/share with 167M shares outstanding – a market capitalization of about $444M. Some portion of the gold reserves have been hedged off at below-market rates for up-front financing. In addition, the mining operations are still at the end of the initial capital injection phase before they can start producing sustainable positive cash flow, which is expected in the March 2010 to March 2011 fiscal year.

In terms of management and ownership risk, this is an interesting story. Simmer and Jack, another (larger than junior) South African mining company, owns 37% of the company as of September 2009. There has been a recent management and board struggle dealing with the Simmer and Jack management, who have moved over to First Uranium after they were kicked out of the Simmer and Jack board. The kicked-out CEO and Chairman, Gordon Miller, owns 1.66% of Simmer and Jack and roughly 0.1% of First Uranium. Although this struggle has an indirect impact on the value of the debentures (mainly that I am concerned about being paid off rather than owning the company), it is worthy to note that some deal must have been cut with the existing Simmer and Jack board such that he be allowed to run First Uranium since the 37% minority ownership of Simmer and Jack would likely be able to prevent him from doing so if they did so voluntarily.

There is a complex relationship here with respect to the debentures – Simmer and Jack is highly incentivized to make sure the debenture holders don’t take over the company so they can realize value of their equity stake. Gordon Miller likely wants to make a ton of money out of the deal and try to get some sort of revenge against Simmer and Jack and try to wrestle control away from the company. Either way, the debentures will have to be paid and it seems likely at this point it will be done by a simple equity swap – the current market capitalization is sufficient to pay off the debentures with about 25% dilution to existing shareholders.

On the balance sheet, First Uranium has US$60M in cash at the end of September and they have poured in about US$563M into their mining operations. Their only significant liabilities are a $22M loan from Simmer and Jack, and the CAD$150 of debentures. The income side is ugly when one looks back, but the corporation should start to generate cash through mining operations in the upcoming year and slow down capital expenditures – and perhaps even pay some common share dividends sometime in the second half of 2011 if things really go well and the refinancing of the debentures are in the bag.

The risks otherwise are typical of a mining firm – commodity pricing (gold and uranium) and realization of “proven” reserves into actual output. There is also some currency risk – they report in US dollars and their equity and debentures are denominated in Canadian dollars. Reading the technical report on the main mine and getting a feel for the operation is also essential (and rather dry) reading.

Although this investment is not the most ideal, I do believe that the company will be able to pay off the debentures, whether by refinancing, equitizing the debt or generating cash flow before the June 2012 maturity. There is enough of a margin of error to feel comfortable, but not “home free”, which is why the market value is trading significantly below at present. Assuming their story turns out, the equity side is also a compelling story, but it contains a high degree of risk that I am not willing to take – especially concerning the future of gold prices. That said, I expect these debentures will be made whole and will be a positive decision in terms of my risk-reward profile and being able to avoid income tax and capital gains tax by virtue of it being in the TFSA.

I also prefer short duration plays simply because when interest rates rise again, cash might be a more attractive option.

(Subsequent note: Operational risks include adverse news releases after hitting the “publish” button, although I do not think this one is too severe to my underlying investment thesis.)

Taiga Building Products resumes interest payments

Taiga Building Products has resumed paying interest on their notes. I have written about the notes earlier and pointed out the risks associated with the notes. At that time the notes were trading between 45 and 50 cents on the dollar.

After the closing of trading on January 13, 2010, Taiga announced the following:

BURNABY, BC, Jan. 13 /CNW/ – Taiga Building Products Ltd. (“Taiga” or the “Company”) is pleased to announce that due to strengthening cash flows, it will be resuming interest payments on its 14% subordinated notes, including monthly interest on deferred interest, as per Section 2.04 of the Note Indenture dated as of September 1, 2005. Interest deferred from March 1, 2009 through November 30, 2009, including interest on deferred interest, will be paid by September 1, 2010 as per Section 2.04 of the Note Indenture. The Board of Directors may choose to pay interest prior to September 1, 2010 subject to cash flow considerations.

The first reinstated interest payment date will be January 15, 2010, with respect to interest, and interest on deferred interest, accruing for the month of December 2009.

… and on the following day, announced:

BURNABY, BC, Jan. 14 /CNW/ – Taiga Building Products Ltd. (TSX: TBL & TBL.NT) announces that it will be paying the monthly interest payment of $11.6667 per $1,000 principal value subordinated Notes. Taiga will also be paying the interest on deferred interest, accruing for the month of December 2009, in the amount of $1.1233 per $1,000 principal value subordinated Notes. The payments will be made to shareholders and noteholders of record at the close of business on December 31, 2009 and will be payable on January 15, 2010.

The question for the noteholders will continue to be how the company will pay the deferred interest in light of the fact that their credit facility, as of September 30, 2009 was around $53 million and without any cash on the asset side of their balance sheet. The equity in the company is negative $82 million at this date. At the September 2010 date is the expiration of the bank credit facility, which would be senior to the notes and secured by most of the company’s remaining assets.

The market, however, didn’t seem to care. Taiga equity went up 15 cents to 60 cents a share (so its market capitalization is roughly $19.5 million) and for noteholders, the market value went from 60 cents to a high of 92 cents, closing at 91 cents.

It appears that the market is applying a very rich valuation to the notes in response to this news. If I held notes, I would be dumping them if the market rate was 91 cents.

I suspect within a year there will be some sort of recapitalization of the company’s debt balance, and the issue for the noteholders will be one of recovery, rather than yield.

Just an item of disclosure; I have never had a position (equity or debt) in Taiga Building Products. They are interesting to track, considering that they are a (relatively) local company to where I live and wish their business the best of luck in slaughtering their debt issues with a minimum of pain for everybody involved.

Debt investing advice

The reason why debt is valued more highly than equity, thus giving off a smaller yield, is because of its higher ranking in the seniority chain. If the company fails to pay interest and principal according to the terms of the debt agreement, then the debtors will usually be able to take some equity stake in the firm after a bankruptcy proceeding.

The tip of the day is not to invest in an entity where it is mandatory for the existing equity owners to maintain control of an organization in order for it to operate. The leverage the debtholders have in such a situation is precisely none – if they force the organization into bankruptcy, they will be left with nothing, while if they do not, they will still be left with nothing except a promise to be paid.

A debtholder needs more than a promise to be paid – they need the ability to force the company into bankruptcy or liquidation if a default occurs.

Harvest Energy debenture liquidation

I noticed in my accounts today that the “D” series of Harvest Energy (6.4% coupon, maturity October 31, 2012) has been sold at 1.015 on the dollar. I set the order about a month after the takeover announcement.

At this price, the debentures have a current yield of 6.31% and an implied capital gain of -0.51%.

There is a floor price of 1.01 on the dollar because of the obligation of KNOC to purchase all debentures at this price; my sense of risk suggests that I should be liquidating them on the open market higher than the 1.01 repurchase price. I don’t want to wait two and three-quarters years to collect my money since I can probably reinvest the proceeds at a rate better than 5.8%.

The “E” series of trust units is a little trickier; its coupon is 7.25%, maturity on September 30, 2013. Right now it is at 1.0175 which is implying a current yield of 7.13% and a capital gain of -0.46%. It is priced relatively lower than the D series. If you assume the same yield valuation on the E series, you get a price of 1.045 on the debentures (current yield 6.94%, capital gain -1.15%) but the debentures will never trade that high. My liquidation point for the E series is between 1.015 and 1.045 and we will see if it gets there.

Harvest “G” is the longest duration and highest coupon (7.5%, maturity May 31, 2015) and it is trading at 1.026 currently. This is an implied current yield of 7.31% and a capital gain of -0.67%.

I will be happy to receive a premium over the 1.01 floor price and be rid myself of the debentures, preferably in the new tax year. I don’t like liquidating gains at the end of a tax year, but the price offered was too attractive. Fortunately, this liquidation also included my TFSA, which is now sitting at $13,000 for the end of this year.

I am also relatively pleased I can liquidate these things for a premium on the open market, mainly because if I had to submit instructions to my broker (in this case, Questrade), I have a sinking feeling that they would screw up the tendering or otherwise cause me to lose liquidity.

Harvest Energy Trust takeover by KNOC approved

The takeover of Harvest Energy Trust, for $10/unit and acquisition of debt by the Korean National Oil Company (KNOC), has been approved by Harvest Energy unitholders. The vote was 90.2% in favour. They required 66.7% for approval.

One particular note of amusement is the Harvest Energy Yahoo message board that was dominated by trolls were screaming about voting against the merger. If you believed that the message board was a representative sample of the unitholders, you would have received the impression that the takeover vote would have failed 90% against, instead of in favour! Message boards for most companies are worse than useless – the information that travels through them should be regarded with the same credibility of that of supermarket tabloids.

Retail investors generally do not matter in terms of corporate governance – it is the institutional investors, primarily mutual, pension and hedge fund owners that control most of the votes in publicly held corporations. The market had priced in Harvest units as if the takeover vote was a done deal, and indeed, the market was correct on this projection.

Once the takeover is finally cleared, with an expected date of December 22, 2009, Harvest will be delisted. My guess why they do this at the end of the year, opposed to the beginning of January is because so many people have accrued losses on Harvest Units that management decided it was worth crystallizing the capital losses for the 2009 tax filing, rather than deferring capital gains for 2010.

Within 30 days of the takeover, KNOC is obligated to make an offer to the debenture holders for the cash repurchase of debt at 101% of par value; I will be tendering my debt (or selling it on the open market above 101%, whatever the case may be) simply because of uncertainty of being able to be paid out. While I have glossed over KNOC’s financials, and believe them to be a very solvent and viable corporate entity, the information I have on them is not timely, they do not report to SEC or SEDAR, and I don’t want to have to deal with a Dubai-like situation where Harvest Energy defaults on its debentures, and KNOC will not guarantee the debt.

I am quite happy to tender the debt in 2010 as this way I can defer capital gains until I file my taxes in April 2011.

Dubai gets bailed out… sort of

Abi Dhabi decided to bail out Dubai, by providing a $10 billion equity injection. This was presumably after the insiders bought back a ton of Dubai debt (which was trading below 50 cents on the dollar and post-announcement is around 70 cents). About $4.1 billion of the equity injection is earmarked for repayment of maturing Islamic debt, while the other $5.9 billion is going toward paying contractors and other working capital needs.

My quick guess is that the Islamic debt gets paid off first to avoid any judicial inquiry on what happens to investors in such debt – i.e. whether they will get a stake in a reorganized company. The conventional debtholders (where there is an active secondary market) are going to be at the mercy of the Dubai courts; I doubt they will be getting any favourable treatment. Maintaining the perception of confidence in the Dubai debt system is crucial for Dubai if they are to retain any foreign institutional investors, and inevitably whatever settlement coming out of the Dubai debt default will be precedent-setting.

I decided to look up what Islamic Debt was, and the Wikipedia entry on Sukuk was rather enlightening – it seems that it has characteristics of zero-coupon debt. That said, I have no idea who would ever want to invest in such financial instruments – at least when investing in Canadian or US debt instruments, you would likely have a better chance in bankruptcy court than you will in Dubai (General Motors notwithstanding!).

(Update: Apparently this is not an equity injection, it is debt.)

Taiga Building Products notes

I was doing some research on Taiga Building Products subordinated notes (TBL.NT, coupon 14%, due September 2020). The amount outstanding is $129 million face value. They are trading around 49 cents on the dollar so this is obviously in the distressed debt category – the yield to maturity calculation is an irrelevant figure (32%). The debt traded as low as 17 cents (if it did so today, the yield to maturity would be 103%). Yield to maturity is a misleading figure because it assumes coupons can be reinvested at a rate that is at the YTM. This will obviously not be the case.

In early 2008 the notes were trading very close to par value. Around October 2008 they went below 90 cents and never came back.

The first thing that struck out at me is that any company willing to shell out debt at 14% is a high credit risk. They issued the notes in September 2005.

The equity is around 41 cents, at 32.4 million shares outstanding this is a market capitalization of $13.3 million. This would rule out any debt-for-equity swaps, at least outside the context of bankruptcy proceedings.

The other salient detail is that they deferred interest payments up until September 1, 2010. This is also conveniently the date where their revolving credit facility ($53 million) becomes due. This essentially means that the credit facility gets paid off first (as it is secured by various assets of the company) and then the noteholders will get the second stab at the company.

Looking at their financials, Taiga is a profitable company, but they are not generating net income nearly as quickly as they need to in order to pay off the debt by September 2010. They generated about $11 million in free cash flow for the first 6 months of their fiscal year, but this will likely moderate for the rest of the fiscal year. Their balance sheet is in rough shape, with equity at negative 82 million and a significant chunk of debt due in less than a year. If I was a creditor to Taiga I would be somewhat concerned as the September 2010 debt payment date comes closer.

The value of the notes strongly depends on whether they can refinance their credit facility. Presumably the company would be in better financial shape if they paid off their 14% notes and refinanced the amount for a lower rate of interest.

That said, the market right now is not going to let the company do that.

It is essentially a gamble to decide whether Taiga will be able to refinance. My bet is that they will not be able to without giving some sort of concession on the interest rate, plus an equity stake in the company. It will be very expensive for shareholders and the company in general. It is clear that Taiga can be a sustainably profitable company, but it has simply taken on too much debt – my unprofessional estimation would be that it needs to go down to about half of existing levels.

As such, I wouldn’t touch the notes at current values.

Dubai World default a lesson on foreign investing

I do not have any exposure to equities or debt outside of Canada and the USA, but I have been watching with fascination the fallout with respect to the default of Dubai World. Although most of Dubai’s investor base is European, it should have a small ripple effect around the world in absolute terms, but in psychological terms should reinforce that unmitigated speculation in real estate properties in might have adverse consequences in the future.

The parallel analogies between China (which one could argue has sufficient economic growth to warrant such capital investment) and Vancouver (which continues to mystify almost anybody that tries to perform a rational valuation on most properties) is obvious. However, even Vancouver does not have the excesses that Dubai did, mainly valuing waterfront properties so highly that they are to be reclaimed from the sea (or here). Looking at these projects makes me wonder what the monthly “strata fee” would be for one of these strips of land – just the costs to make sure that your island is not reclaimed by the Persian Gulf must be huge.

Financially, what is more complicated for investors is the lack of any idea of how subordinated their debt is, and what guarantees, if any, are embedded in the debt financing that was used to build such structures. The closest governmental analogy is that Dubai is a municipal government, while Dubai is one of seven divisions of the senior government, the United Arab Emirates (UAE). That said, the UAE (and the government of Dubai) made it quite clear that they will not be guaranteeing any debt of Dubai World, which means investors are hooped and can only claim whatever embedded asset value there is in the properties. This is even assuming the corporation follows whatever legal rules that are available to foreign investors in the UAE or Dubai.

It is these legislative nightmares that keep me clear away from foreign investments. In order to have a true grasp of the risk that one takes while investing, one needs to know the legal framework of the jurisdiction in question. Good luck trying to figure out Dubai World.

That said, China has gotten to the point where one might wish to more intensively study how their corporate legal structures work – from what I can tell, signed contracts and written documents are guidelines, opposed to binding, which makes analyzing social frameworks a much more relevant avenue than here in North America.