Genworth MI – sold to Brookfield Business Partners

The winner of the Genworth MI auction (presumably there were multiple interested partners) was Brookfield Business Partners LP (TSX: BBU.UN) at CAD$48.86 per share, for 57% of Genworth MI shares. Brookfield Asset Management owns about 80% of Brookfield Business Partners. I’m not going to dissect more of Brookfield’s capital structure or even the LP unit, but suffice to say, they have the assets to consummate the transaction, assuming they receive regulatory approval.

The transaction, if approved, will close sometime in the first half of 2020 and apparently will receive regulatory approval by the end of 2019. I had speculated earlier that Genworth would not receive more than CAD$55/share for the unit (and my initial opinion was CAD$50) and this appears to be right on the mark. Genworth MI’s stated book value was $47.17 at the end of Q2-2019, so Brookfield is paying a very modest premium over book.

Here’s the interest part of the release:

Brookfield Business Partners has also agreed, between now and the closing of the transaction, to provide Genworth Financial, Inc. with a bridge loan of up to US$850 million that is intended to be repaid from proceeds of the sale of its interest in Genworth Canada.

Genworth Financial has some solvency matters to deal with.

The other logistical matter for Genworth MI is that they share services with Genworth Financial for some business operations. This will have to be carved out and transitioned over with the takeover. In addition, it is not clear whether the senior staff of Genworth MI will go back to Genworth Financial, or whether they will stay with the MI subsidiary. When businesses are acquired like this, there is always an element of disruption, if not handled carefully!

As for the other 43% of Genworth MI, currently Brookfield indicated they do not wish to repurchase it:

Given the short time frame available to complete this transaction, Brookfield Business Partners has no current intention to make an offer for the balance of the outstanding Shares. Brookfield Business Partners may in the future consider the appropriateness of such an offer after discussion with Genworth Canada’s shareholders and other stakeholders.

This may happen if Genworth MI starts to trade significantly under CAD$48.86. One needs to look no further than the treatment of minority shareholders of Teekay Offshore (NYSE: TOO) which are currently receiving a lowball offer for their shares.

I would suspect very limited upside for the capital value of Genworth MI shares at current market prices.

Pipelines and Inter-Pipeline

I’m not one to typically invest in pipelines. All of them are quite heavily levered, and in most cases, it is justifiable with the predictable streams of cash flows they generate. As a result, the equity is typically treated like a bond by most investors, plus you add a couple percent to make up for the ‘risk premium’.

In the Canadian retail space, there’s no better example of this than Enbridge, where investors blissfully clip their 74 cent a quarter dividend, with the promise by management that this will grow 10% a year indefinitely. The fact that there’s 65 billion in debt and 8 billion in preferred shares ahead doesn’t matter because of those high cash flows, so one can safely assume you will receive dividends forever. The current headline yield of 6.6% sure looks good and can only go up from here!

This might sound great, but investors of Kinder Morgan (NYSE: KMI) learned their lesson (2015) that some things can go wrong with this model and when corrections are required, shareholders take the hit and not the senior part of the capital structure. Taking equity risk on Enbridge in exchange for very limited capital appreciation upside is not my idea of a good investment, but I’ll digress.

Enbridge and other pipeline companies do have one virtue – because of intense political opposition, it becomes a lot more difficult to develop pipelines, especially in Canada. Thus, there is a huge element of advantage to incumbents. Even if you gave a competent oil major $30 billion, you wouldn’t be able to replicate Line 3 or Line 5 from scratch. Especially with Canada’s Bill C-69, there is really no point – TransCanada learned the tough way (even without C-69) that Energy East is a dead cause because of politics. The only real option these days are avoiding the federal scene entirely and going for intra-provincial pipeline infrastructure. An example of this is the Coastal Gaslink pipeline, connecting the northeastern BC gas formation to Kitimat, BC for LNG export. Even this has received heavy opposition of all sorts, but they were able to miraculously make agreements with all 30 elected First Nations councils and get the thumbs-up from the provincial NDP government (despite having a Green party coalition partner), which has been one of the big political surprises over the past couple years.

Which brings me to another pipeline company – Inter-Pipeline (TSX: IPL). What has been encumbering the company is the construction of their propane to polypropylene refining facility, which needless to say, is very expensive (all of this political talk of being able to refine your own production is completely uninformed about how expensive these facilities are and how much expertise they require to construct and operate – they don’t come up on their own like marijuana!). Their cost estimate of $3.5 billion is probably conservative and looking at the balance sheet, simply put, they have enough debt as it is without constructing this facility.

Now the media has caught wind that somebody wants to take them over, and somebody floated an unsolicited bid for $30 for the whole thing. Management rejected it, but this is starting to get the stock market interested. It’s an interesting valuation when considering that the enterprise value at IPL stock at $30 is 7 times the annualized revenues (1H-2019), while Enbridge’s is currently 3 times.

Appendix – Bill C-69

Here is a snippet of the new requirements that the environmental impact (now “impact assessment”) agency must consider:

Factors — impact assessment
22 (1) The impact assessment of a designated project, whether it is conducted by the Agency or a review panel, must take into account the following factors:
(a) the changes to the environment or to health, social or economic conditions and the positive and negative consequences of these changes that are likely to be caused by the carrying out of the designated project, including
(i) the effects of malfunctions or accidents that may occur in connection with the designated project,
(ii) any cumulative effects that are likely to result from the designated project in combination with other physical activities that have been or will be carried out, and
(iii) the result of any interaction between those effects;
(b) mitigation measures that are technically and economically feasible and that would mitigate any adverse effects of the designated project;
(c) the impact that the designated project may have on any Indigenous group and any adverse impact that the designated project may have on the rights of the Indigenous peoples of Canada recognized and affirmed by section 35 of the Constitution Act, 1982;
(d) the purpose of and need for the designated project;
(e) alternative means of carrying out the designated project that are technically and economically feasible, including through the use of best available technologies, and the effects of those means;
(f) any alternatives to the designated project that are technically and economically feasible and are directly related to the designated project;
(g) Indigenous knowledge provided with respect to the designated project;
(h) the extent to which the designated project contributes to sustainability;
(i) the extent to which the effects of the designated project hinder or contribute to the Government of Canada’s ability to meet its environmental obligations and its commitments in respect of climate change;
(j) any change to the designated project that may be caused by the environment;
(k) the requirements of the follow-up program in respect of the designated project;
(l) considerations related to Indigenous cultures raised with respect to the designated project;
(m) community knowledge provided with respect to the designated project;
(n) comments received from the public;
(o) comments from a jurisdiction that are received in the course of consultations conducted under section 21;
(p) any relevant assessment referred to in section 92, 93 or 95;
(q) any assessment of the effects of the designated project that is conducted by or on behalf of an Indigenous governing body and that is provided with respect to the designated project;
(r) any study or plan that is conducted or prepared by a jurisdiction — or an Indigenous governing body not referred to in paragraph (f) or (g) of the definition jurisdiction in section 2 — that is in respect of a region related to the designated project and that has been provided with respect to the project;
(s) the intersection of sex and gender with other identity factors; and
(t) any other matter relevant to the impact assessment that the Agency requires to be taken into account.

My comments: Good luck! Especially with the very quantifiable “intersection of sex and gender with other identity factors” criterion.

Atlantic Power Q2-2019

This is a review of Atlantic Power’s second quarter, 2019.

My thesis statement on ATP a year ago was “Terrible industry, cheap stock” and little has strayed from that. The industry is still terrible (over-capacity, subsidies for wind/solar have drenched the market, etc.). However, with every passing quarter, Atlantic Power de-levers a bit and makes small financial decisions to the betterment of its shareholders.

For instance, in Q2-2018, they had US$778 million in debt, while in Q2-2019 that is now US$685 million (saving about 4.25% on interest expenses). Preferred share par value is from US$159 million to US$142 million. Shares outstanding went from 111,302,692 to 109,381,678.

Q2-2019 was better than expected due to weather – Curtis Palmer, a hydroelectric project in New York state, is projected to contribute $8.6 million in extra EBITDA. Negatives include the prolonging of the San Diego decommissioning (and costing a million more than previously guided), and other unexpected maintenance issues. Management guided that Curtis Palmer is 17% below average in the month of July, so clearly a caution that weather can be variable.

Atlantic Power has a very low capital expenditure profile, as maintenance is directly expended off the income statement (the accounting implication here is the “DA” in EBITDA is much more relevant because you are not artificially inflating reported cash flows with high capital expenditures – effectively EBITDA is a proxy for free cash flow). For the first six months of the year, they generated $68 million in operating cash flow.

The storm clouds on the horizon involve the expiration of their power purchase agreements PPAs. Manchief, currently producing $7.7 million in EBITDA in 1H-2019, will expire on May 2022, and afterwards will be sold for $45 million. The market did not receive it very well as it represented nearly a quarter of the company’s power generating capacity (incorrectly extrapolating that the rest of it will be sold at the same rate). The company’s hydroelectric projects are much more likely to claim a higher multiple to EBITDA.

The reduction of capacity and expiration of PPAs are somewhat offset by the purchase of biomass facilities which appear to be purchased at 20%+ EBITDA levels.

As the debt continues to be whittled away at (noting that the company’s tax shield is considerable – $587 million in operating loss carryforwards as of the end of December 2018), eventually the market will realize there is a lot more value to Atlantic Power than what it is presently trading for. If by some miracle the power generation market recovers, there will be even further value to the equity. Looking at a three year stock chart is like watching a heart EKG but fundamentally, the corporation is in much better shape today than it was 3 years ago. Eventually the graph will “hockey stick”, but in the meantime, this is one to purchase and forget.

Conference call notes

Sean Steuart, TD Securities Equity Research – Research Analyst

Few questions. Wondering if you can give some context on deal flow. Are the best opportunities you are seeing limited still to biomass or are there other technologies that, I guess, state your preference for out-of-favor cigar butt-type investments?

James J. Moore, Atlantic Power Corporation – CEO, President & Director

Yes. So biomass, I would say, is the main focus of what we’re looking at now because they’re unglamorous, they’re not popular. A lot of them have had difficult start-ups and difficult operating-wise. Our internal expertise on biomass allows us to kind of roll that out as we try to integrate new plans. So we’re becoming quite a large biomass operator with the acquisitions we’re going from 4 to 8.

I think in the past, we’ve said — look, we were asked this question over the last 4 or 5 years, we’re paying off debt, but we’re going to be very focused on intrinsic value per share. We’re going to be very disciplined. So it took us 5 years before we ended up making some acquisitions.

And then what we did, we moved with some speed and scale. So I think that’s the way we’re always going to approach this. So today in terms of the deal flow, we are looking at biomass plants. We also picked up half of the hydro plant. It’s all about price to value for us, and a sector may be unpopular and then something happens.

Back in 2015, we sold off. I think it was 5 wind plants for what I estimated, my own look at it, around 14x what would be normalized as cash available for distribution. And within 6 months, with the yield cost coming apart, I thought we might be able to buy those at attractive prices. We might be able to buy wind at 15%.

And so we’re going to be very disciplined as evidenced by the fact that over 5 years, we paid down a $1 billion of debt, we cut 60% of our overhead, we didn’t do any external acquisitions for 5 years while we were buying in shares and buying prefs, but when we saw opportunity and when we thought were attractive returns, we jumped on it. It’s getting interesting now. I mean power and commodities, the difficulty with them is they’re commodity-priced and they’re capital-intensive and they’re volatile. But for a value investor, that creates an interesting opportunity set for us. So we come in every day and this — the market tells us what return we can expect if we buy in our own shares or buy prefs what the cash return on that will be.

And then, from time to time, we’ll see something in the external markets and — we didn’t go out and buy 5 plants in the last year because we had cash burning a hole in our pocket. We bought 5 plants because we thought the economics for the various plants we bought were compelling. So we’re continuing to do that, and we are seeing some interesting deal flow, some interesting disruption in the market. There is nothing imminent other than the next 2 biomass plants that are going to close very soon. But that’s the game plan we’ll say on in the next few years.

Rogers Sugar – Example of diversification not going well for shareholders

When a company dominates its product or service space, it has two choices – either stick with it and be very vigilant to ensure that whatever competitive moat you have continues to exist, or start to expand and diversify.

In many cases, expansion and diversification can end up consuming far more money and mental capital of management than otherwise warranted.

Rogers Sugar (TSX: RSI) is a good case example. By virtue of trade protection, the refined sugar domain in Canada is dominated by Rogers (and its other label, Lantic). The only Canadian competitor is Redpath Sugar (privately held and ironically owned by American Sugar Refining), which is a distant second in terms of volumes sold, and geographical presence (their operations are mainly around the Toronto area, while Rogers has a presence across most of Canada).

I have been tracking Rogers Sugar for well over a decade. In fact, at one point (during the economic crisis) it was my largest portfolio position since their units (back then they were an income trust) were trading at such a ridiculously low level given their rock-solid business. I still follow it and would love to get back in at the right price.

In 2017, Rogers decided to purchase a maple producer (L.B. Maple Treat Corporation – located in Quebec and Vermont) for $160 million, paid with a mixture of cash raised in equity ($69 million raised at $5.90/share) and debt. Later in the same year, they purchased a bottler and maple producer, Decacer (also located in Quebec), for another $40 million (paid by the credit facility). Subsequent to the acquisitions there has been further capital investment in the maple unit, but for the purposes of this post I will ignore these expenditures.

It is nearly two years later, and Rogers is still having difficulty with their maple acquisitions. Was this the correct decision?

The sugar industry in Canada can be described as very mature. Rogers can generate about $80 million a year of EBITDA with the sugar segment, and this is stable. It takes approximately $20 million a year in capital investment ($17 million in FY2017, $23 million in FY2018) to sustain this, so sugar is a cash machine in Canada. There is a very high barrier to entry in the marketplace given the total size of the market. The sugar market only grows in relation to the population size. There are substitutes available (high fructose corn syrup) that keep a lid on prices for industrial customers.

A $60 million a year cash stream ($80 million EBITDA minus $20 million CapEx) is approximately $44 million after taxes. Since the sugar business is so bond-like, an unlevered firm in today’s interest rate environment would probably go for a 7-8% perpetual discount, or approximately $580 million (at 7.5%). Indeed, one can make an argument that the sugar industry deserves an even lower discount when looking at comparators such as Keg Royalties Income Trust (TSX: KEG.UN – with 6.8% at a 100% payout ratio) or the grossly over-valued A&W Revenue Royalties Income Fund (TSX: AW.UN – a ridiculous 3.4%!). Both of these entities have nowhere close to the competitive moat that Rogers Sugar has.

Rogers is capitalized entirely by debt financing – tangible book value is negative $19 million, and total debt is $362 million (face value) consisting of secured bank loans and unsecured convertible debentures (TSX: RSI.DB.E and RSI.DB.F) for low rates of interest (the debentures are roughly at 5% and the credit facility is at LIBOR plus 20 to 200bps depending on financial ratios – blended interest expense, ignoring financing costs is 3.6%).

Completely ignoring Rogers’ sugar adventures into maple syrup, the debt completely self-sustains the entire company for a cost of $13 million a year. Even if interest rates doubled, the sugar entity would be very profitable.

As such, the enterprise value of Rogers is about a billion dollars. The equity pays a 36 cent/share dividend or about a 6.4% dividend yield – not too bad given some comparators above.

After the close of August 1, 2019, they released their 3rd quarter results. It is quite apparent that as of right now, their expansion in Maple has yielded sub-par results.

In fiscal year 2018 (the first full fiscal year after the maple acquisitions), the adjusted EBITDA on maple was $18.6 million – and depreciation was about $5 million and $1.9 million in “non-recurring” costs, but we will ignore the latter costs for the sake of argument. After taxes, this is approximately $10 million a year – or 5% on the original $200 million invested in 2017. Definitely a worse outcome than what is going on in sugar – and barely enough to keep up with the cost of capital it paid.

One might be able to understand that in the first full year after an acquisition there will be growing pains before things get “back to expected”, but this is not happening as of the 3rd quarter of 2019.

For the first 9 months of the June 2018 reporting period, the maple division had adjusted EBITDA of $13.9 million, while the same period in 2019 was $12.1 million, or a 13% decline. Management now expects a $16 million adjusted EBITDA result for the full fiscal year and additional capital expenditures to increase the efficiency of the maple operation. The cited reason for the decline in profitability is “heightened competitiveness in the marketplace and, to a lesser extent, some operational inefficiencies related to the plant footprint optimization.”

It does not take a CFA to figure out that the maple acquisition is turning out to be a negative decision for the company, given how much was actually paid.

Despite the fact that the decision to get into the maple market had logic to it (sugar and maple syrup are both sweeteners; the company has its major operating headquarters in Quebec and some French-speaking executives; the company has vast experience in manufacturing and distribution of food products; etc.) – the capital invested is clearly earning a sub-par return, despite the company’s operational expertise.

This is a pretty good lesson that moving from a competition-protected domain (sugar) into a business that has less protection (maple syrup), no matter how similar, conducted at the wrong price will end up destroying shareholder value. I am guessing the board, management and public shareholders didn’t see this one coming.

I expect the stock to trade lower on August 2, 2019.

Genworth MI Q2-2019 – surprisingly good quarter

Genworth MI (TSX: MIC) yesterday announced their quarterly results. If there was one figure in the report that was surprising, it was the following:

I do not think many people would have expected year/year quarterly growth in transactional premiums growing. This is a fairly strong result, and would suggest that Q3-2019’s number will also be up around 10-12%. In the MD&A, it is cited that it is “primarily due to a modestly larger transactional mortgage originations market”.

With a combined ratio (loss ratio plus expense ratio) of 35%, Genworth MI makes 65% pre-tax margins on their written premiums – assuming that residential real estate market conditions don’t change.

With interest rates now being held low by central banks, this is a reasonable proposition.

The number of delinquencies also remains relatively steady, down to 1,701 from 1,760’s previous quarter – which is white noise given the 2.17 million units of real estate they have on the insurance books.

For Genworth MI, the good news has gotten even better. I thought this would be a story of ‘steady as she goes’, but things are surprisingly good. This probably is the reason why the stock is up some 7% at present.

However, all of this is overshadowed by parent Genworth Financial (NYSE: GNW) which is now actively trying to unload their 57% stake in the Genworth MI subsidiary. My original post speculated that they’d not get more than $50 from a transaction, but given today, I’ll shade this higher to around $55/share.