Equity – Page 34

Impact of BNN (Mediagrif)

Mediagrif (TSX: MDF) is a small Quebec-based software company. It had a lot of turnover on its executive suite, and when it comes to software organizations, if they lose a lot of core intellectual knowledge, it can be very difficult for new offerings to come out. These sorts of changes are impossible to detect looking at financial statements (other than the losses that occur as a result of a loss of product agility), but you could infer this was going on in MDF. Perhaps the most well-known Canadian offering of MDF is Merx, where you can sell the Canadian government defective face masks and any other procurements they are interested in.

Today, MDF stock spiked up 40%:

I tried looking up what could possibly have caused the spike up. No news releases. Nothing on Twitter. Nothing on the usual message forums. But then I found it – some analyst on BNN made it his top pick and equated it to Shopify:

MEDIAGRIF INTERACTIVE TECHNOLOGIES (MDF TSX)
New position.

Mediagrif providea Shopify-like e-commerce solutions, but for much larger companies. They manage the online platform for Sobeys/IGA and also for Carrefour in Italy, the only company enabling online food orders during the peak the crisis. It also owns platforms that enable suppliers to bid on government contracts, allowing corporations to exchange data with their suppliers and customers. This is one of the rare companies doing well in this environment and benefitting from businesses going digital. Whereas Shopify trades at 35 times revenue, Mediagrif trades at just under one time. We have been accumulating shares and now own 5 per cent of the company.

Talk about bidding up his own book! MDF traded 186,000 shares today and typical volume is 10,000 shares. It took about 10,000 shares of trading after 9:00am (pacific) to get the stock up from about $3.80 to $4.80 (presumably after it was mentioned on television).

Who are these people that sit on television and pound the buy button on the words of BNN analysts? How long will be it before they get bored and start hitting the bid and reaching for the exits? (Answer: After 10:12am, 1,200 shares were traded at $6.25, and after that it was just the day-traders that got involved).

I don’t watch BNN, but if you ever have one of your smallcap stocks get mentioned on it in a positive light such as above, I’d pick a good point to dump it (especially as there is liquidity from the active daytraders) and you’ll very likely be able to reload later.

I don’t have much opinion on MDF. There aren’t a lot of software companies on the TSX (other than Shopify, the largest one is Constellation) so as a group they are not difficult to keep an eye on all of them. In general, the sector is more resilient to COVID-19 than others (especially Cineplex!).

Mogo Inc. Debentures Extension Proposal

(Hat tip to a comment that Will wrote)

It is really rare when I see a debt extension proposal that is so one-sided that it makes me speculate about the ulterior motives.

You can at least excuse entities like Lanesborough REIT (TSXV: LRT.UN) which was all but insolvent when they asked their debentureholders to take a haircut – it was a case of “if you don’t, we’re going to pull the plug and leave you with nothing”. At least the company had a hammer to pound on the hands of the creditors.

The proposal to extend the unsecured convertible debentures of Mogo (TSX: MOGO.DB) is even more absurd. Management Information Circular here.

Mogo is one of those millennial fintech-type companies that offers a mish-mash of financial products (credit card, mortgage, small loan, crypto, etc.). The loan portfolio is extremely risky, as judged by their charge-off rate in 2019 – 17%, which puts them at payday loan levels. The entire operation is still losing money, but this is accelerated by a considerable cost of capital – they are paying double-digit rates of interest on their credit facility.

They merged with Difference Capital (formerly TSX: DCF) which enabled them to raise enough cash to survive another year or so. But they’re still running out of cash – down to about $10 million at the end of 2019. They inherited a (less than liquid) private equity portfolio from Difference Capital worth $20.8 million on the books, but who knows how much it is actually worth (given COVID-19, I’d wager it would be worth less than the stated book value).

One headache to MOGO is their convertible debentures. There is $12.7 million outstanding and it is due to mature on June 6, 2020. As MOGO clearly doesn’t want to pay for it with cash, they can convert it into shares of MOGO at the 20-day VWAP ended May 26, 2020. MOGO currently has a market cap of $34.5 million, and triggering this option would likely cause the market capitalization to drop further and heavily dilute existing equity holders. While it is difficult to predict the magnitude (this depends on how heavily the convertible debenture holders can short sell MOGO stock to drive the price down to receive more shares upon conversion), I would guess there would be at least 50% dilution.

So to preemptively arrest the short-sellers, they float a proposal to extend the debentures on a vote to be held on May 22, 2020. I believe this is the ultimate motive of management’s proposal.

The terms and conditions is that if 2/3rds agree, the major changes are that MOGO debentures will be extended 2 years, the conversion (at the demand of the holder) will lower from $5 to $3.50, the floor conversion price on maturity (on the option of the company) will be at $1.50/share, altering the change of control provisions, in exchange for a 1% consent fee for those that vote in favour. In particular, the $1.50/share floor conversion price is highly unfavourable to existing debentureholders.

If the vote fails, MOGO.DB holders will be converted into a lot of MOGO shares. By having this vote, management is hoping that the VWAP for conversion will be higher than what it would be if they didn’t float this proposal – and if MOGO.DB holders actually agree to this, it would be a huge coup for them since the debentures are most likely to be converted into stock at $1.50/share in a couple years – representing much less dilution than in the current scenario.

I do not have any position in any of this, I do not intend to take a position. I am curious, however, to see how it will turn out.

Offshore Drilling

Diamond Offshore (NYSE: DO) today went to Chapter 11 heaven. Offshore drilling is even more expensive than drilling for oil by digging into your backyard, and paying somebody US$40/barrel for your crude oil isn’t a very economical business model.

The demise in Diamond Offshore was generally projected by the stock market:

There was also a very explicit hint on April 16th, where they stated they were withholding interest payments on one of their senior notes – never a good sign!

Diamond Offshore Drilling, Inc. (the “Company”) elected not to make the semiannual interest payment due in respect of its 5.70% Senior Notes due 2039 (the “Notes”). Under the terms of the indenture governing the Notes, the interest payment was due on April 15, 2020, and the Company has a 30-day grace period to make the payment. Non-payment of the interest on the due date is not an event of default under the indenture governing the Notes but would become an event of default if the payment is not made within the 30-day grace period. During the grace period, the Company is not permitted to borrow additional amounts under the Credit Agreement (as defined below).

On December 31, 2019, the balance sheet had $2 billion in debt, entirely in four Senior notes and $5 billion in drilling assets. Subsequent to the 2019 year end, they drew some capital on a revolving credit facility before going to Chapter 11, but otherwise most of the debt is pari-passu, which means they will probably get a slab of equity in the restructured entity.

The senior debt has been very volatile in trading today, hovering around the 10 cent level. If I had deep enough pockets (it is nearly impossible and highly risky for retail players to get involved in outcomes of Chapter 11 proceedings) I’d consider buying a slab of the senior notes. They’ll probably wipe out 3/4 of the debt, give out a bunch of equity in compensation, extend the rest of the maturities out for five years, and then pray that there is a recovery in oil where everybody can be made whole.

Other related companies I keep an eye on: Transocean (NYSE: RIG), and Seadrill (NYSE: SDRL). Seadrill went through a recapitalization a couple years ago, and Transocean looks to be on the brink (although they are not in as bad a shape as Diamond was, they can probably find enough spare change in the couch to survive until around 2022).

FLIR Systems

This is a short post. No hard financial analysis here.

A few weeks ago I purchased some stock in FLIR Systems (Nasdaq: FLIR). I have been familiar with the company for more than a decade, but this is because of their technology and less from a financial perspective although I have checked in from time to time.

They hit a few sweet spots for my investing criteria. One is that their technology is likely to be utilized in mass deployment across the planet in regards to temperature detection. The other is that they have US Military contracts and have a sufficient amount of their IP and technology on-shore (some supply chain is manufactured in China but not the military sensitive ones for obvious reasons). As a bonus, they are getting into the UAV, military robotic and sensor business, and they have strategic synergies that will work with this.

Financially, the only real current blemish is that they have US$425 million in the form of a unsecured note due on June 2021, but I do not envision any difficulty them rolling it over later this year or early next one. They are cash flow positive. Prior to Covid-19, I generally got the sense the market viewed them as a stagnant business (their position in IR imaging was quite strong competitively).

As this is a large-cap stock ($5 billion market capitalization) I am not worrying about my rambling spiking up their share price. They’re even one of the smaller components of the S&P 500. But clearly somebody with money clued in today how well positioned this company is strategically in the post Covid-19 environment. I’m not a typical large-cap stock investor but this one was too much to resist in the depths of the CoronaCrisis.

The other company I considered was Fortive (NYSE: FTV) but they are a larger industrial products company and have other economic sensitivities that I particularly did not care for.

Ag Growth International

I have taken today to complete my position in Ag Growth International (TSX: AFN), a Winnipeg-based company that can be classified as “all things grain-related”. I started picking up shares in the 16s and even 15s but today was a good chance to top it up to a full position. I also have a small portion of the debentures (TSX: AFN.DB.D).

I’ll spare you from the cut-and-paste description of their business from their annual information form, but the business is about providing everything you can imagine it takes running a grain and feed-based farm on an industrial scale. The sales from the business are international, and they are an integrator of various agricultural technologies.

The stock is not widely followed. There is hardly any ‘buzz’ at all from the usual message boards, BNN, etc., which is always a plus (less buzz means less competition for accurate stock pricing).

The thesis for the recovery of this COVID-19 investment (the stock has been taken down about 2/3rds since the COVID-19 pandemic) is pretty simple.

People have to eat. Food has to be grown (whether plant or animal) and the quantities of food that need to be produced require industrialization and equipment. Farming for over a century has shifted toward industrialization which promotes gigantic yields, and this industrialization requires investment in proper capital equipment to obtain these yields.

As long as the population is rising, food consumption will remain a core industry where demand over a medium range period of time will be steady – any demand not met today will simply be reflected in demand experienced later on in time.

Thus, COVID-19 should have a transient effect on the business of AFN.

Financially, 2019 was a poor year due to various cyclicalities of the grain business. In a more “normal” earnings environment, the company should be able to earn at least $3/share of GAAP net income and I would expect to see this in future years. The only financial issue of concern (and likely the reason why the stock has been taken down so much) is that they are quite leveraged, with about half of their debt via a senior secured revolving credit line, and the other half through issued unsecured debentures (AFN.DB.D to H on the TSX), which currently trade at YTMs of 10-12%. The original cost of capital for the unsecured debt was around 5%, and the secured debt at a function of LIBOR plus 1.45 to 2.5%. At the end of 2019 the combined rate was 5.11%, but this surely has gone down due to the rate cuts post-COVID-19.

To this extent, they made the not so surprising news release last night that they are reducing their dividend from $2.40/share to $0.60/share and this will allow them to deleverage. They extended the credit facility to 2025, and obtained a relaxation of the senior debt covenant. The next issue of debt that is due is AFN.DB.D, which is due on June 2022, and is also convertible into stock at 95% of TSX market value if the company so chooses – typically in the past it has rolled over the debt and when things normalize that is the likely route here.

The risk is that COVID-19 is prolonged and there will be some form of permanent demand destruction among the customers (e.g. if the industrial farms were to exhibit financial stress and had to scale back their capital investments), but I am discounting this possibility in the longer term just simply because of what I wrote in the earlier – people have to eat, and capital investment in farm equipment is required to facilitate this need. It is easily conceivable that we can see a $60 stock price again like two years ago, but it will take some time to get there. I can wait.