Torstar Acquisition

In January, which felt like a very long time ago, I wrote about Torstar. In fact, at one point I owned shares in the company, but during the CoronaCrisis, I dumped my small stake (which to my mystification, was one of the few companies to receive a bid at the time) simply because the rest of the stock market was on sale.

What is ironic, however, is that a couple business days ago, I put in an order to buy in the low 30’s, but never got hit.

A couple trading days ago (Monday, May 25, 2020), the stock rocketed up from about 33 cents up to 48 cents on about 150,000 shares of volume (this is really unusual for Torstar stock, which is very slow moving):

On first glance, this appears like blatant insider trading. How could it not?

Today (May 26, 2020), the stock buying tapered and some people clearly not in the know dumped stock:

And finally, Tuesday evening, the announcement that NordStar will be buying Torstar for 63 cents per share, cash. NordStar is run by a prominent former Fairfax executive (that still sits on the board). Fairfax already owns about 40% of the non-voting Class B shares and got the consent of the Class A owners, who cashed out at a price that is magnitudes different than how things were a decade ago.

I am guessing Fairfax’s involvement will be acquiring some media clout for a relatively inexpensive price. At 63 cents per share, NordStar is paying $51 million (minus FFH’s ownership, $33 million) in exchange for a company with $69 million in unrestricted cash on their balance sheet, with relatively little on the liability side on their balance sheet. The big black eye is the 56% equity investment in VerticalScope, which is barely generating cash but has a $150 million debt on their balance sheet (I suspect when the ownership changes, that NordStar will be jettisoning this anchor in short order). Operationally speaking, however, I suspect advertising revenues are going to continue to crash and it will be interesting to see how NordStar can re-purpose this investment.

Finally, it isn’t quite clear how much influence Fairfax will have in this, but something makes me suspect there is more behind the scenes.

While I am slightly unhappy that I did not get some Torstar shares in the low 30’s (I was rather late to pulling the trigger), the number of shares I was looking to purchase would not have been material even if I had received an execution on my order. Basically I was caught sleeping and this was another instance of a company that had pulled away from my limit orders.

At least I can take this thing off my watchlist now.

Marijuana stocks

Why anybody continues to invest in this sector is beyond me. But for whatever reason, over the past 7 trading days, Canopy Growth has skyrocketed – yes, this is over a 50% surge up:

I’m not short the stock, but those that are are obviously hurting. It is a heavily shorted stock, with about 40 million shares short on the US side and 11 million on the Canadian side, with a cost of borrow of around 25% (assuming you can actually get shares to borrow).

While I’m not the type to gamble on these stocks, my gut instinct says that it might Tilray these short sellers before crashing again. In March 2019, they reported CAD$4.5 billion in cash and marketable securities on the balance sheet, and at the end of December 2019, it was about C$2.3 billion, an impressive cash burn trajectory. While Constellation Brands did exercise C$245 million in warrants on May 1st, I’m sure Canopy would love another opportunity to raise cash again!

I’m guessing all of these Robinhood and Wealthsimple investors have been happily buying shares. Who knows, they might have the last high!

Cash parking – why bother?

A year ago, if you had spare cash in the brokerage account, it made sense to dump it into a cash-parking ETF such as (TSX: PSA) and get your 200 basis points of yield while you waited to make a decision on your capital.

You can see the effect of the decrease in interest rates from the Bank of Canada:

Now cash in this instrument yields 65 basis points, minus a 15 basis point MER, leaving a net of 0.50%. Might as well keep it in zero yielding cash instead of bothering with the hassle.

I found it amazing to know that despite the decrease in interest rates to nearly nothing, that PSA’s assets under management is still $2.2 billion! The managers are being paid $3.3 million to administer a savings account.

I note that one of their competitors, (TSX: HSAV) had to decrease its management expense ratio from 18bps to 8bps. Its gross yield pre-MER is 75bps on a $313 million net asset value.

Might as well keep it in liquid cash at this point. Who knows if the market maker will decide to have a heart attack and you can only liquidate with a 25 cent spread at the worst moment?

Another clothing retailer bites the dust

The fixed costs of leasing for most of these companies is way too high, so CCAA is the only real escape hatch.

Reitmans (TSX: RET.A) finally pulled the trigger on CCAA today, probably to get out of their onerous leases.

My only comment about them is that their balance sheet is still in reasonably decent shape (they have a lot of cash, relatively speaking – $89 million at the beginning of February 2020) and little in the way of debt other than their lease obligations.

Finally, in what had to be the worst-timed substantial issuer bid in stock market history, on July 29, 2019 they repurchased $43.4 million in stock at $3 a piece.  I’ll leave it to the readers to determine the rate of return on this after less than 10 months.

Yellow Pages Q1-2020 – somewhat surprising

Yellow Pages (TSX: Y) posted Q1-2020 today and the results were somewhat surprising (the form of the surprise is “Wow, this is less worse than I was expecting”) – while it is generally well known that the revenues (and subsequently cash flows) are eroding, the rate of decline has generally been lower than my expectations. Management tries to spin it as the “decrease in decline”, and ultimately they will have to figure out how to stabilize the business in order to keep the entity viable, but the management of the decline so far has been superb.

The key metric in my book is customer count, which is down to 147,700 (31,100 less than the previous year’s quarter, a still fairly miserable decline), at an average spend of $2,571 per customer.

Employee count is down from 768 in Q4-2019 to 722 in Q1-2020.

Cash generation remains remarkably good, going from $44.4 million in December 31, 2019 to $70.9 million in March 31, 2020. The material debt on the books is the (TSX: YPG.DB) $107 million debenture which management has re-iterated will call at par on May 31, 2021 (before this date they would have to pay 110 on the dollar, which would be financially a net negative).

With the impact of Covid-19, on the conference call the following remarks were given by the CEO in response to the sole question:

Our — I mentioned that, yes, our bookings have taken somewhat of a hit that will be reflected somewhat in future quarters. We don’t have a quantification for you on that. But it’s in the scheme of things, I would characterize it as modest.

And on the biggest surprise to me, frankly, is on our cash collections. Our cash collections have continued virtually extremely significant sign of the strength of the continued virtually sector and the market that we serve and the anticipated health of that sector. Again, there’s no guarantees. We don’t make a guarantee, but I expected there to be large and noticeable declines in our receipts of revenue — receipts of cash from our customers. And if there is any effect, it’s imperceptible, actually.

Interesting colour commentary. The CFO accrued an extra $1.5 million for projected bad debt expense, but relatively speaking that isn’t a lot in relation to the overall business. The market very obviously anticipated some sort of COVID-19 impact, but they probably over-reacted (although Yellow’s customer base is concentrated almost directly in the COVID-19 crosshairs, short of airlines and cruise ships).

Finally, on plan, the company will be issuing an 11 cent per share dividend (about $3.1 million a quarter) – the first dividend in nearly a decade. I don’t think anybody a few years ago would have seen this coming. An interesting quirk – 4 cents will be eligible and 7 cents non-eligible. Accounting-wise, the ability to declare eligible dividends comes from the GRIP pool and this is generated through income taxed at the large corporation rate.

On the pension plan liability, the CEO said during the AGM that the plan has a surplus on a going concern basis:

This is David Eckert, the President and Chief Executive Officer of the corporation. And let me say, I thank you and appreciate that question. We take our obligations to our retirees’ and our pensioners’ defined benefit pension plan very seriously. We pay a lot of attention to that, and we have been working very hard for every dollar that almost every pensioner will ultimately and on a timely basis, be paid. Let me point out that at the time of the most recent valuation of that plan, the plan was actually showing a surplus on a going concern basis. And that assumes that the company is a going concern and is able to continue making payments into the plan. And we have been working very hard, as I think most all shareholders know for years now, to make sure that the company does well and is in a position to make payments on all of its obligations, including the defined benefit pension plan. I will point out that in just the last — we announced this morning that in just the last 9 quarters, as evidence of that, we have reduced our, what we call, our net debt in just 9 quarters from over $350 million to only $28 million. And that’s beneficial to everyone. With respect to your specific question, the voluntary additional contribution that we announced our intention to make this morning, beginning in June of this year, each month through the end of next year, would double our regular required monthly contributions. And those would go from approximately $150,000 a month to approximately $300,000 a month. But let me just reemphasize that at the point of the last valuation of the plan, the plan was actually in a surplus position, ongoing concern basis, and we have every intention, and I think the results of the last few years underscore this. Every intention of having this company continue to thrive as it has in recent times. And thank you for your question.

Looking at the financial statements, the plan is still in the liability column for $86 million, but this is a lot better than it was before (it was greatly helped by an increase in the discount rate from 3.1% to 3.8%). The details come out every annual filing, and at the end of 2019, the fair value of the plan assets were $484 million, while the benefit obligation was $573 million ($89 million liability).

I’ve had to downscale my own financial projection for Yellow due to COVID-19 and the general economic damage that the shutdown is going to cause. Yellow Pages will easily generate enough cash to pay the debentures, but the real question will be what happens to the remaining business. Going forward to 2022 and beyond, there is a very viable case for roughly $40 million/year or so in annual cash generation. Without debt, it makes the valuation easier – a multiple of cash. Again, this depends on the trajectory of the revenue curve and how viable management can make their business.

Now my pondering is whether the company will get on the radar of dividend ETFs. During COVID-19 I did some serious portfolio adjustments so Yellow is no longer my largest holding (it was painful getting proper liquidity) but I still hold some and do not see a reason to blow it out. I think almost everybody else has, so I wouldn’t anticipate supply pressure being extreme – others have likely dumped!