Cineplex – Second-lien secured bonds

According to a Bloomberg article, Cineplex (TSX: CGX) is receiving a positive reception for a second-lien secured bond offering:

The company plans to issue C$250 million ($196.5 million) of second-lien secured senior notes due 2026 to yield 7.5% to 7.75%, according to people familiar with the matter. That compares with preliminary discussions with investors yesterday for 8% to 8.25%, said the people, who asked not to be named before the deal is completed. Bookrunners had gathered around C$1 billion in preliminary indications of interest as of Thursday.

Even before COVID-19, the only thing the business had going for it was near-monopoly status for in-person cinema. Otherwise, it is a financial mess of lease liabilities and an overall market that continues to be supplanted by Netflix and other content providers.

When reading Note 16 of their last audited financial statements, they have CAD$506 million already outstanding in first-lien term and revolving facilities (and Cineplex received a covenant relaxation until the end of 2021 for this facility). In a CCAA arrangement, I would suspect this tranche of debt would get mostly everything. Perhaps there is more than half a billion in franchise value in a bankruptcy sale, but even then, who would want 750bps in compensation?

Good on Cineplex management for striking while the iron is hot – I would be doing the same, and would try to up-size the offering while I’m at it. I guess in a topsy-turvy world where huge entities are throwing away capital into digital beanie babies, it makes sense. I was busy pooh-poohing the convertible debt offering (TSX: CGX.DB.B), which is now trading at about 30 cents over par value, so what do I know? Nothing.

Cineplex raises a quarter billion

(Thanks to Marc for commenting on this offering in the Debentures comments section)

Cineplex (TSX: CGX) was about to exit the escape room for CAD$34/share. Their timing was nearly perfect (December 16, 2019 announcement), but COVID-19 struck during the closing process. Now they’re a $8.40 stock and their business has been decimated due to the reaction over COVID-19 – movie theaters were right up there with cruise ships as being COVID disaster zones.

However, yesterday they raised $275 million in unsecured convertible debt financing! 5.75%, convertible at $10.94/share.

Quite frankly I was surprised. Maybe it is a sign of how frothy the market environment is. Their last published financial statements were from March 31, 2020 and I will dissect them:

Balance sheet, assets:

The highlights here are little cash, coupled with a large amount of right-of-use assets (leases) which are worthless if you can’t perform business in them, and about $820 million in intangibles and goodwill. In relation to their $412 million of equity (below), this pulls them very deeply into a negative book value, which is generally my metric to value companies as a cash flow vehicle.

Balance sheet, liabilities plus equity:

There’s a few adjustments to be made here. One is that the “deferred revenues” is mostly unused gift cards, which means if you haven’t used them yet, this is where they are represented on the books. If the business isn’t operating, this “liability” virtually amounts to a zero cost equity injection by hapless consumers.

We see the discounted cost of lease obligations, for the first year it represents a $115 million outflow. This is a large number but it isn’t crushing. These leases are long-term in nature, which is the “WOW” $1.23 billion figure. Most of this is property and a tiny bit is equipment.

Finally, they do already have $665 million of debt on the books.

Income statement:

Note the industry is seasonal in nature, so taking one quarter and extrapolating it to the full year is not appropriate.

I work through the line items and I do not see much in the way of revenues when the business is closed due to COVID-19. I then try matching up the costs that would be reduced as a result of COVID, and most of this is the “Note 12”, and lease (depreciation of right-of-use assets) costs, coupled with depreciation of film rights, and financing expenses.

We look at this “Note 12” which represents a large expense:

Presumably the executives and administrative staff of the corporation are still employed, but the various people involved in box office operations (e.g. retail cashiers, cleaners, film technicians, etc.) are off on CERB. I don’t know what fraction of the $53 million are ‘baseline’ employment expenses. I’d guess they’d be able to shed about 80% of their employment expenses?

They will still have to pay realty fees, occupancy taxes, and so on.

Just as a very broad proxy, let’s say that Note 12 expenses can be reduced to $50 million a quarter.

So just as a ballpark figure, when incorporating lease expenses and financing expenses, the entity is burning about $100 million a quarter, very roughly, when it has zero revenues. They might have given some guidance in their last quarterly conference call (I have not paid attention).

The fact that they can raise $275 million, unsecured, and at such a low rate of interest I find amazing. Am I that seriously out to lunch on the valuation of Cineplex?

I haven’t even evaluated the question of whether people actually want to go back to movie theatres, but this is an age-old question that has predated COVID-19. I recall a posting back in August 2014 where I was wondering how the heck they were doing so well despite the internet age.

Miscellaneous Market Notes

Quite a few things going on.

1) With the rejection of the Canfor offer, the stock went from $15 to $12, but recovered to $13 as I’m writing this. Many investors are probably engaging in the Canadian version of Buffett-following, which is “if Jim Pattison thinks it’s worth buying at $16, surely buying at $12 or $13 isn’t that bad.”

I do agree with general market sentiment that Canfor was lowballed, but the forest industry is cyclical and most definitely we are in the low part of the cycle. When things will emerge again remains to be seen. The good news with Canadian lumber is that it is one of our few economically competitive exports and doesn’t require a pipeline to transport. In addition, environmental groups have shifted their political focus in the last couple decades from antagonizing forestry to fossil fuels, which gives them some breathing room (for now).

In British Columbia, hardly a month goes by without hearing some news about mill shutdowns and the like. The industry is really suffering right now. The renegotiation of NAFTA and expiration of the previous softwood lumber agreement (October 2015) did not help matters at all.

2) Cineplex (TSX: CGX) getting taken out at CAD$34 is a gift to CGX shareholders. A British firm, Cineworld, apparently has too much money and has spared Cineplex owners from taking future losses. As you can tell by the tone of this paragraph, I did not perceive Cineplex’s future business chances as being particularly rosy. The business did have value but not at the price they were trading at. I’ve written about it a few times in the past and will leave a chart here for historical purposes:

3) Another takeout which I thought would go through was HBC (TSX: HBC), which (at $10.30) was withdrawn by the proponents (Baker Group and others, 57%), and a subsequent $11 offer by another significant minority shareholder group (Catalyst, 17.5%) was rejected by the shareholders offering $10.30. This is a gigantic corporate governance mess, but what was interesting was the posting of all the real estate appraisals on their investor relations site. Get some commercial quality information for free!

4) I’ve actually been active taking small stakes in various companies in late November and December. The range of companies is widely varying. For the first time in quite some time, I’ve deployed some capital south of the border.

Obsession with dividend investing does not prevent capital losses

There are quite a few financial websites out there dedicated towards investing in dividend-bearing securities.

Some give the impression that it is nearly guaranteed to produce returns superior to the overall market.

In addition, a lot of them convey that the production of income through dividends is somehow “safer” than investing in major index ETFs.

In general, I do not have issues with dividend-bearing equities. In a lot of instances companies do not have proper places to re-allocate capital and giving it to shareholders is the right decision – especially if their stock price is high and the cost of their debt is low.

Where I have issues with dividend investing is in companies that have suspicious cash flow profiles or give cause to believe that their earnings profiles are going to be less than what is implied by their market pricing.

I’ll give an explicit example. Cineplex (TSX: CGX) I have written about in the past. Specifically in a May 2014 article (when the stock was trading at around $41), I was puzzled why the stock was doing so well given the “dinosaur” aspect of their business.

A lot of people though will take a look at their current 5.4% dividend yield (currently trading at $32/share) and blindly buy on the basis of that number alone. What will not be asked is whether this can be sustained or whether the business is fundamentally sound to generate sufficient cash flows in the future. Maybe it will, but there is an awful amount of risk for that 5.4%, much more than I could justify for my own (cowardly) risk profile. The 5.4% doesn’t compensate for the risk of future potential losses.

Another example that I have not written about in the past is Laurentian Bank (TSX: LB). This got on my radar back in June when their CMHC securitization issues hit the headlines. After doing some deep-dive research, while I believe the financial institution in general will continue to generate cash, I determined that better prices in the future could probably be had. Their last quarterly report was a prime example of mediocrity that one would expect from a centuries-old financial institution and their stock got hit 5% on the day after the report. Dividend investors were screaming “buy, buy, buy!”, looking at the juicy 6% yield and apparent value (then trading around 17% under book value). How can you lose? Today, it is down another 5% from the day after they reported earnings. It would take a year of dividends and a flat stock price to “catch up” to even.

The real test of the veracity of dividend investors is what happens when the capital value of their investments go south, and I am not talking 5-10% – when they start seeing 20-30% capital losses across their portfolios, will these dividends be nearly as important?

Just note this is not a prediction on the future outcome of CGX or LB or the market in general. It is simply a commentary that dividend investing is not risk-free magic and it requires just as much financial rigour as other types of investing. For common share investments, I’m agnostic towards companies that either give out or do not give out dividends or distributions. It factors little in my investment decision-making. I’m much more concerned about what management does with the capital they have.

The progress of an inactive portfolio and irreverent thoughts on Cineplex equity

Since May, I have not made any trades beyond consequential ones stemming from the liquidation of KCG (which was bought out for $20/share).

This period of inactivity (three months) has been quite a dry streak in terms of transactional volume. My brokerage firms will probably not like it – the last time I had trade volume (in terms of commissions spent) this low was in 2012 (where my performance was +2.0% for the year). In terms of a fraction of assets under management, it is at a level where even Vanguard would blush at the expense ratio.

My portfolio, quarter-to-date, is up a slight fraction simply due to the resolution of the TK situation and offset negatively by the rise in the Canadian dollar. I’m a bit mystified at the rise of the dollar, but I’m guessing this is something geopolitical resulting from the actions of the US government administration.

One stock that caught the attention of my radar is the plunge in Cineplex (TSX: CGX):

I am going to be apologizing to all CGX shareholders in confessing that I am the reason why the stock price has crashed. The reason? On July 31st, I saw War for the Planet of the Apes at a Cineplex theatre. Graphics were great, but it was an awful movie! Sorry, shareholders!

I wrote over three years ago that I was mystified how the stock was trading so high when it is perfectly obvious that movie theatres are basically going the way of Blockbuster Video. I also do not like it how customers are relentlessly spammed for a good half hour before the actual movie is going to start – I think in our age of explicit advertisement avoidance, this is a net negative. As I wrote before, even at present price levels I would not be interested.