The sad, sad saga of First Uranium comes to a close

First Uranium (TSX: FIU) sold all of its principal assets today, pending shareholder approval.

First Uranium had two assets: a profitable Mine Waste Solutions asset, which was sold to AngloGold Ashanti for $335 million in cash; and a woefully cash-sucking and unprofitable Ezulwini mine, which was sold for $70 million in cash.

Most notably is the impact to the debtholders. The subordinated convertible debentures get the following (if they approve of the various changes proposed):

Furthermore, Debenture holders will agree to accept on closing of the Transactions a cash payment of 95% of the principal amount of the Debentures, an additional 2% of the principal amount if they have executed and delivered a validly completed form of election proxy voted in favour of the Company’s proposals on or before the early consent deadline to be set (the 2% will be allocated pro rata to holders tendering by the deadline) and an additional payment of the lesser of (i) 3% of the principal amount or (ii) the total amount released to the Company from the Escrows, in priority to any distribution to FIU shareholders from the Escrows.

It is likely that these holders will receive 97% of principal value, which is significantly better than the 70% the market had them pegged at a week ago. The debenture holders will have no choice to accept the deal since otherwise they will be converted into common equity of the company.

Debentures (TSX: FIU.DB) are trading at bid/ask 90/91 cents on the dollar, so people wanting to pick up the cigar butt off the street for one last puff still have a shot here.

The noteholders will get paid 100% of par value, and also accrue interest up to March 31, 2012. They are likely to be made whole whether they vote for or against the agreement; in the event they vote against the agreement, it brings up an interesting risk scenario. I am wondering why the company did not include a small sweetener for the noteholders as they have the ability to really botch things up for the company by voting against a change in their sledgehammer clause which gives them security over both Mine Waste Solutions and Ezulwini.

Notes (TSX: FIU.NT) are trading at bid/ask 96.5/98.5, so again, there is opportunity to squeak out a few percentage points at the risk of having your capital wound up in some calamity in the unlikely event the vote fails.

Once this is done, the rest of the corporation is going to be winded up.

This ends the sad, sad tale of First Uranium. Onto bigger and better things.

Credit coming to a crunch

It is quite evident looking at bond trading that credit is coming to a halt, very quickly.

First of all, I notice debentures on various firms are plummeting – most of the underlying companies have lots of refinancings ahead in order to make it through. An example of this is Data Group (TSX: DGI.UN), which has had its debentures trade down to 60 cents on the dollar.

Sterling Shoes (TSX: SSI) announced they will not be making their interest payments on their debentures, effectively putting them in default – their interest payment is due on October 31, 2011 and will subsequently lead to a potential default sometime in November according to their prospectus (if enough debenture holders are able to declare a default).

Superior Plus (TSX: SPB) was lucky to get off a $75M debenture financing (with a 5-year term at 7.5%) in the middle of September before their common shares started to fall off a cliff – and took the debentures (series C, D, E, F) with them. Superior Plus is no stranger to this website, having predicted a dividend cut in the past.

Yellow Media is no stranger to this site either, but since I am still licking my wounds on this one, I will leave it at that with this company. Similar to Superior Plus, however, both companies are still free cash flow positive.

First Uranium (TSX: FIU) has had some serious issues regarding their operations and financing, and also some political risk thrown into the mix. As a result, its secured notes have traded down. Indeed, when looking at the management projections for the July to September quarter, management has projected they will be left with about $9 million cash on their balance sheet before they can make a (what they think) turnaround – instead, they just might be ready to default since they also have a CAD$150M debt payment on their unsecured debentures due June 2012. First Uranium is also no stranger to our site, having had the misfortune of investing in their notes and debentures in the past.

Finally, Connacher Oil and Gas (TSX: CLL) has had their common shares annihilated over the past couple months – their unsecured debentures are due on June 30, 2012 and are now trading at 85 cents on the dollar. This is quite interesting in light of the fact that the rest of the company’s debt is structured out until 2018 and they have set up a credit facility to be able to pay off these debentures. The risk is that the company will simply convert the debentures into equity and you end up with another Arctic Glacier (TSX: AG.UN) which underwent a lot of dysfunction after they did the same thing with a very low stock price. Those debenture holders would have been lucky to realize half the value of their debt, or if you timed it perfectly and had a small amount of debt to work with, about two-thirds.

A lot of credit-sensitive companies are trading lower. It is difficult to tell when it will end, but an investor picking up the scraps of companies that will, through organic business performance, be able to bounce back will be very rich – similar to how anybody investing in the corporate debt market in early 2009 made out very well.

Timing indeed is everything.

First Uranium – Raising equity financing

First Uranium (TSX: FIU) announced they closed a $52 million equity financing at $1/share. They had originally had $46 million subscribed with a $6M greenshoe embedded.

This is about a 22% dilution of equity interests in the company, but they need this money to bridge their future operations and implement their capital plan:

----------------------------------------------------------------------------
FIU CONSOLIDATED                 end       end       end       end       end
(000's)                      Mar '11  June '11  Sept '11   Dec '11   Mar '12
----------------------------------------------------------------------------
MWS: Cash generated from                                                    
 operations                   12,032    16,295     7,444     8,619    13,873
MWS capital expenditures    (17,816)  (12,649)   (7,093)     (337)     (143)
Ezulwini: Cash (utilized                                                    
 in) generated from                                                         
 operations(1)               (9,449)   (3,823)     (411)     4,964    10,098
Ezulwini capital                                                            
 expenditures                (5,236)   (6,580)   (6,677)   (5,938)   (4,927)
FIU corporate expenditures   (2,875)   (2,726)   (3,726)   (2,726)   (2,726)
Interest on convertible                                                     
 debentures                  (7,301)   (3,156)   (7,301)   (3,156)   (7,147)
----------------------------------------------------------------------------
Cash movement for the                                                       
 quarter                    (30,646)  (12,639)  (17,765)     1,427     9,027
Minimum proceeds from                                                       
 financing raise(2)           46,000                                        
Less: estimated financing                                                   
 transaction costs           (2,675)                                        
Opening balance               29,979    42,658    30,019    12,254    13,681
----------------------------------------------------------------------------
Closing Balance               42,658    30,019    12,254    13,681    22,708
----------------------------------------------------------------------------

----------------------------------------------------------------------------
COMMODITY AND EXCHANGE RATE                                                 
 ASSUMPTIONS                                                                
----------------------------------------------------------------------------
Gold price US$/oz               1380      1390      1390      1390      1390
Uranium price US$/lb              65        65        65        65        65
Gold price ZAR/kg            301,703   303,889   303,889   303,889   303,889
ZAR/US$ exchange rate           6.80      6.80      6.80      6.80      6.80
----------------------------------------------------------------------------

What this means is that if the company did not raise money by the end of the month, they would be out of cash – but they need about $42M in capital expenditures in order to buy themselves enough time to build the Ezulwini mine to the point where it can start generating free cash flow.

Assuming they have the operational side covered (which is never a given considering the sketchy history of the company), their next looming financial issue is how to pay off the subordinated convertible debentures, of which $150M is outstanding and due to mature on June 30, 2012. It is low cost debt (4.25% coupon), but if the company is generating free cash flow at this time, it is likely they will be able to rollover the debt at a higher coupon and extend the term out another five years. This will not happen until the first half of 2012.

If the company gets to this point of being free cash flow positive, the equity will be worth well more than a dollar a share. But this is a very risky play – if it works, investors will likely get a very handsome return on investment over a two year period. If it blows up, the common shares will go to zero.

The other embedded risk is commodity pricing – both currency and gold pricing.

The subordinated debt has traded at around 82-83 cents today, which is the highest it has been since early 2008. Disclosure: I do have a position in First Uranium’s notes.

Learning to read statements faster than others

First Uranium posted a production report for their last quarter. In the Thursday morning very long release contained the words that all equity investors dread:

The Company’s current cash resources may be insufficient to address its medium-term working capital needs. Accordingly, the Company has retained RBC Capital Markets as its financial advisor to review all funding alternatives.

Nobody appeared to read this paragraph until the opening of trading on Friday when presumably all the analysts released negative reports on the company.

The company’s common stock declined significantly Friday – from about $1.17/share to about $1.05/share presently. What is interesting is that this is purely from the news contained in the Thursday release – so institutional investors and analysts could not interpret the statement until given an evening to doing so.

I sold all the debentures (TSX: FIU.DB) out of my TFSA on Thursday for 80 cents on the dollar, but this was strongly instigated by the report. Most people on Thursday mis-interpreted the report as “steady as she goes” for the company operationally when they likely missed the critical part concerning the future capital requirements.

I also had some debentures in my non-registered account that I jettisoned, but still have some position.

First Uranium will likely have to raise further equity or debt capital to bridge their capital expenditure requirements. After that, presumably their existing Ezulwini mining operation could be cash flow positive. The equity is a high risk, high reward situation that I have not invested in. Depending on how such financing is structured it could be positive for debenture holders (e.g. a straight equity raise), but the company is otherwise restricted in terms of raising secured debt because of an existing agreement with noteholders (of which I own some as well).

Gold Wheaton gets bought

Gold Wheaton (TSX: GLW) sold itself today for 40% cash and 60% stock for about CAD$830 million. The acquiring company is Franco-Nevada Corporation (TSX: FNV). The buyout price caused a jump of about 14% in GLW shares today.

Both corporations are very similar in that their economic interests lie with royalty streams derived mainly from gold mining. FNV has other metals and oil and gas royalties as well.

I have done a lot of research on the valuation of Gold Wheaton, primarily because of its relationship to First Uranium (TSX: FIU), and can safely say that FNV paid what would be the high end of a fair value range for Gold Wheaton’s assets. The primary variable would be the assumption of the future price of gold.

Gold Wheaton does own an equity interest in First Uranium (14 million shares or a 7.7% interest) plus $20 million in First Uranium senior secured notes, which if converted into shares, would result in an increase in equity ownership to about 10% of the company.

I generally do not believe in the royalty trust model of company, in that the administrative costs and management salaries generally are overburdened by economic benefits of purchasing cash streams from mineral proceeds. Royalty companies then become a matter of getting capital cheaply and investing into projects with a higher return, which means that you are investing in a bank that is choosing to align itself with the price of a commodity. There is usually more value created with mining operations than purchasing royalty streams, but it depends on the whims of the marketplace at that time.

Such companies become a bet on the underlying commodity price and the ultimate control goes to the company that you are purchasing the royalty from – if they suddenly decide it is unprofitable to mine from a particular venture, they will have a higher incentive to doing so if they have a lesser share of the revenue. The company purchasing the royalty will be out of luck at that point. In Gold Wheaton’s case, the Quadra FNX (TSX: QUX) venture was quite profitable for Quadra, who wisely chose to sell their nearly 1/3rd stake in Gold Wheaton at an opportune time.

One person to pay attention to in the future is soon-to-be former CEO of Gold Wheaton, David Cohen, who seems to be fairly good at being involved with companies that generate value. He is the chairman of Eastern Platinum (TSX: ELR)

I will disclose I flipped some GLW shares like pancakes in 2010, which created some capital gains that would purchase quite a few pizzas. I currently have no position and have no further intentions of acquiring anything related to FNV.

First Uranium – valuation

I don’t know why I find the trading of First Uranium (TSX: FIU) to be this exciting, but it is fairly obvious the market is pricing in a turnaround in its operations. Considering that it couldn’t have been managed worse in the year 2009, this is not entirely surprising. FIU shares are up about 60% over the past month. A share price of $1.25 gives it a capitalization of $220 million. The shares will start to face resistance as it cuts into the overhang caused by the secured note issue (which is a $150M issue with a $1.30/share conversion price). Conversion of the notes will result in about 115M shares issued, or about 40% of the company.

Valuing the notes, subordinated debentures and equity is not a trivial process.

The notes currently are not the most liquid product on the planet, with a closing bid/ask of 105/124 cents on the dollar. These notes are also secured by assets and in the event of a default would likely have some sort of recovery. Using the flawed Black-Scholes model, and using a 50% implied volatility (which is an incorrect estimate) gives a 36.5 cent per share value per call option at $1.30, expiring in March 2013. At 105, ignoring the conversion feature of the note, represents a 6.7% current yield and a -2.0% capital loss for the remainder of the 2.4 year term. The actual return realized by noteholders will depend on FIU’s trading price.

Using the 50% implied volatility figure, the option embedded within the notes have a “delta” of about 65%, which means that for every 1% that the equity changes, the underlying value in the conversion feature will change 0.65%. If FIU trades significantly above $1.30/share, the equity portion will dominate the value of the note, while if FIU trades under $1.30, other considerations such as ability to liquidate the assets become more of a consideration. There is no “clean” way of valuing these notes, as you have to separately calculate the fixed income and equity components, despite the fact that both of them are linked!

The unsecured debentures, maturing on June 30, 2012 are trading bid/ask 75/77, and using the midpoint as a reference, the yield to maturity is a whopping 23.0%; or the current yield is 5.6% and capital gain on maturity at par is 18.7%, for a joint yield of about 24.3%. It is likely that if FIU is trading significantly above $1.30 around the maturity date of the debentures that they will be able to refinance them. If FIU is trading under this, then it becomes increasingly likely that the debentures will receiving significantly less – the people holding the debentures can force a bankruptcy, but given their low seniority they will likely not be in much of a position to doing so.

The equity has traded historically as high as $8/share in May of 2009, and the company was very smart to pull off an equity offering near this price (before the shares tanked). Indeed, if this valuation was at all correct, even when you factor in the subsequent dilution, there is the potential to see the operation go for $3-$4/share if everything goes to “plan”. Of course, it has not in the past, and will likely have issues in the future!

FIU’s capital structure is a very strange one to analyze, especially with respect to the profitability of its operations. As I stated before, this is a classic high risk, high reward situation. In no way would anybody be sane to “bet the farm” on it, but a small allocation is in order – which is what I have at present in both the notes and debentures but not the equity. The notes already have enough equity value in them that can take direct advantage of a price rise in equity.

The First Uranium Whiplash

Although I don’t have a stake in the equity of First Uranium (TSX: FIU), I note with some mild amusement how a company can go up and down so rapidly in a short period of time – makes you wonder whether it is the same participants buying and selling, or what the motivations of the market are at the time:

From a high of $1.36 intraday to 93 cents a share at the close is a 32% drop. Wonder who those people were that bought at $1.36, and what they are thinking now.

The debentures and notes were relatively stable – a trade went off at 110 cents on the notes (closing with a bid-ask of 95-100), and the debentures have creeped up to 74 cents, but nothing near the volatility seen in the equity.

Figuring out First Uranium’s trading

Over the past five days, First Uranium equity has gone up approximately 50%:

Nothing public has happened to the company in the past five days, and the last major piece of news coming out was on October 20th when they announced their Q2 production results (which one can extrapolate into a quarterly report). The only explanation here is that either there is some insider news that is leaking into the marketplace, or there is a technical factor, such as very short term covering of short positions, or institutional demand on the stock.

The stock trades an average of $500k-$1M/day in volume, while not Microsoft-style liquidity, it is sufficient for most investment funds that wish to accumulate a position.

Something interesting is the effect on the debentures – if the equity trades higher, then it is more likely the debentures will mature at par because the company can recapitalize the debt by doing an equity swap. The subordinated debentures have not moved too much – up from roughly 70 cents to about 73-75 cents, while the notes (where I was a little more fortunate on my timing) have moved up from about 90 cents to par value.

There is an embedded call option in the notes to buy equity at $1.30/share, expiring at maturity (March 31, 2013) that has to be priced into the valuation of the notes – obviously if the equity is trading above $1.30/share, then the notes will be trading above par.

With an equity value of $1.07/share at present, the notes at 90 cents are a very compelling value. This price is now gone.

Readers should be cautioned that I do own the notes and subordinated debentures of First Uranium, but not the equity.

Trading credit principal for quality – TFSA update

As readers here may remember, my TFSA investment (which I am trying to compound as quickly as possible) was in First Uranium debentures (TSX: FIU.DB), unsecured senior debt, coupon 4.25%, maturing June 2012.

This has been one of my lesser performing investments, due to a horrible entry point (the company announced some adverse news shortly after my investment), which I had an opportunity to see the writing on the wall and liquidate (which I could have received a very acceptable price), but unfortunately my worst decision in the year was to not.

Anyhow, my TFSA is currently sitting about $600 below the end of December 2009 mark (netting out the $5,000 deposit), which is not too good since my other (fixed income) investment candidates at the time would have resulted in an actual increase on investment, which is the whole point of the TFSA. If I was planning on losing money, I would have prefered to do it in the RRSP or in the non-registered account so I could deduct the loss. C’est la vie – that’s how things work sometimes. The question is now, how to get back on track?

The first thing to look at is whether the underlying securities are still worth keeping based on new information that has been received in the interim. First Uranium went through a recapitalization which saw common shareholders be diluted in the form of a convertible notes offering (senior, secured by all assets minus what Gold Wheaton is entitled to, maturing March 31, 2013, convertible at $1.30/share, 7% coupon, TSX:FIU.NT) and a 14 million share settlement to Gold Wheaton (TSX: GLW) since FIU did not finish constructing a mine module in time. The company itself remains active in the gold mining industry (despite the company’s name, Uranium is a small part of the business), having two mines operating – Mine Waste Solutions (which is operating well and is profitable) and Ezulwini (which has been a basket case operationally and has been losing money). After firing most of the board and management, it appears there are hints that the company is coming back to financial life again, especially with gold prices at the high prices they are at today.

The company’s financials, once they stop spending big cash on capital expenditures, should be cash generating and healthily profitable even if you believe they will moderately underperform the economic projections in the technical reports. So it becomes a matter of whether the market believes the management can deliver operationally, and whether the management is credible. Given the history of the company, they are not and the common stock and debentures trade as if this is the case.

Thus, this is a high risk, high reward scenario. I have only gone superficially into one of the risks in this post, but there are other risks that I have mentally dissected.

While I do not think this investment is a slam dunk, when you adjust it for risk/return, there is a compelling investment thesis on the debt of First Uranium, and possibly the equity, which appears to be somewhat undervalued. There is a huge amount of default risk for the equity holders, and some risk for the unsecured debenture holders, and limited risk for the secured note holders.

The TFSA transaction that I recently performed was to sell half the debentures ($12k face) at 70 cents on the dollar, and then use the proceeds to purchase $10k face of notes, which I subsequently purchased at 88.5 cents on the dollar.

Why would I trade lower priced unsecured notes, maturing earlier (and a better annual compounded yield at existing trading prices) for more expensive, secure notes with a later maturity and less yield? The quick answer is that I am trading yield for quality.

The longer answer is that I am reasonably confident that the secured note holders would be able to receive the full principal amount in a bankruptcy liquidation of First Uranium. There is $150M outstanding and the company is likely to fetch more than this from Mine Waste Solutions alone. The upside for the noteholders (beyond a payout at maturity) is the $1.30 strike price, 2.5 year call option embedded in the notes, which provides a mild amount of equity participation without actually having to own the equity. The equity is currently about 67% out of the money as of this writing.

If FIU does get its act together, it is likely that the equity will increase higher than 67%. However, the equity is far too risky in the TFSA – it is better suited to a non-registered account where you can at least book capital losses if it tanks.

Finally, there is the scenario of what happens to the unsecured debenture holders when their maturity hits (June 2012) – the company will either likely make an offer to extend the maturity or give the debenture holders a sweeter deal (higher coupon and lower conversion rate) while the company tries to make its mining operations profitable. I do not think the unsecured debenture holders will force the company into bankruptcy simply because of their rank – they have relatively less negotiating power.

I will emphasize that equity in First Uranium is a highly risky investment, and the debentures are a risky investment, but the notes appear to be less risky, and are priced to represent the lower risk.

The notes are also better positioned in the TFSA (since you will likely see your money back), while debentures are better positioned in the RRSP (income is tax-deferred, but you can still benefit if you have a loss of prinicpal), and equity is positioned in the non-registered account.

First Uranium reports FY2010 annual report

First Uranium, which is a completely mis-named company in light of the fact that most of its revenues are derived from gold sales, reported its fiscal year-end report on a Friday evening. Note their calendar quarter ends on March, so FY2010 is April 1, 2009 to March 31, 2010.

While the company has been, kindly put, a basket case over the past year, the report does give glimpses that recovery is on the way. It has two primary operations – Mine Waste Solutions, which reprocesses previous tailings for gold (and uranium in 2012 and beyond), and this part of the business is quite profitable – about $22.8 million in profit from this operation and likely to increase in the future. However, the other project, the Ezulwini Mine, has suffered through massive setbacks and managerial incompetence and has lost about $63 million for the year.

First Uranium spent most of the first calendar quarter of the year getting rid of its management and restructuring its board of directors with people that seem to have extensive credentials in the mining business.

Most of the solvency concerns were alleviated with the March 2013 secured debenture issue, which will be listed on the TSX sometime in August.

First Uranium at this point becomes an interesting case on whether they can turn around the Ezulwini mine operation or not. From the MD&A:

The Ezulwini Mine has yet to build up sufficient production to generate positive operating cash flow. The production build-up to date has progressed much slower than originally anticipated due to a number of factors including:
- The estimation of gold available compared to the gold accounted for was significantly below expectations, a relationship better known as the mine call factor. The planned mine call factor for the year was 87% whereas the mine achieved a factor of lower than 70% during the first nine months of the year.
- The face length creation proceeded as planned but the start-up and conversion from development to stoping was slower than anticipated. Significant improvements are expected in FY 2011.
- The face length utilization was relatively low during the year due to the newly appointed mining teams as well as inadequate face equipping. Special attention is being paid to the training of crews and equipping of panels, thus mining readiness is expected to improve in the forthcoming year.
- During the fiscal year, some seismic activity occurred in the shaft pillar which caused delays but more importantly required special attention to resolve it in a safe manner. The extra precautions and diligence paid to rock engineering issues resulted in slower than anticipated performance in FY 2010. The majority of the engineering issues are now resolved, thus improved mining performance is expected.

The new management appears to know what’s going on, and they are performing a detailed bottom-up production plan which is apparently going to be ready by the end of June 2010.

On the equity side, FIU closed Friday at $1.25/share, and has 180.8 million shares outstanding. Factoring in the senior secured debentures converting at $1.30/share, this brings shares outstanding to 315.3 million shares.

I am not sure how much cash flow they can get out of Ezulwini even if they turn around the operation. The interest “bite” is not too severe – the unsecured debentures have $155M at 4.25%, while the seniors are approximately CAD$150 at 7%. It is likely if the common shares are trading higher than $1.30 by the time June 2012 comes rolling around that it will simply be a debt-for-equity swap which will make the unsecured debenture holders whole.

The unsecured debentures have turned very illiquid and have recently traded around 66-70 cents on the dollar. Assuming a purchase of 70 cents at the ask, you are looking at a 6.1% current yield and 19.5% annualized capital gain assuming a maturity payout at par. I do own these debentures, and think they represent a fairly priced risk. I still cannot recommend the common, although it could double or triple in value if the Ezulwini project does indeed turn around from the financially disastrous fiscal 2010.

If they managed to pull off a steady-state operation of about 250,000 ounces a year (note: far above 30,000 in the last year, geologist report has 5.2 million ounces over 18 years), at current gold prices that would suggest First Uranium would clear operational profits of roughly $80-100 million. Flow this and the Mine Waste Solutions project into the bottom line and you get a justification for a much higher stock price than present, even with all the potential future dilution – my paper napkin valuation model suggests around a $4-5 share price with a conservative valuation multiple. There are a lot of “ifs” and given the track history of the company, it’s no wonder that First Uranium equity is currently in the toilet – it indeed represents a large risk.