Zargon Oil and Gas – debenture offer

I haven’t written about Zargon Oil and Gas (TSX: ZAR) as they are a very obscure small oil and gas producer with some small producing properties in Alberta and North Dakota. They have been trying to sell themselves for years as they have admitted they are not at the scale where they should be a viable standalone entity.

They did manage to successfully sell off an asset a couple years ago, and in conjunction with that reduced their bank debt to zero and extended their 8% convertible debenture (TSX: ZAR.DB.A) to the future.

In this case, the future meant December 2019.

Financially, Zargon is not in completely awful shape (by virtue of the prior asset sale) but even before the collapse in Western Canadian Select oil pricing, they were barely treading water on their income statement. They are now burning cash when factoring in capital expenditures and the interest bite on the debentures. Their only major debt on the balance sheet was their convertible debenture, approximately $42 million face value. They also have a large provision for asset retirement (which suffice to say, they will not be executing on given the lack of money they have to perform such a function – reassuringly, they expect to pay for this over the next 55 years according to their financial statements!).

Because they had no other viable sources of financing, on November 2, 2018 they were forced to borrow US$3.5 million of secured debt financing at the rate of 11% to conduct a drilling operation on the North Dakota side.

I had previously took a speculative and very small (emphasis on VERY) position in Zargon debt which I eliminated immediately after reading the November 2 press release, taking a small loss.

Recently, on November 21, 2018 Zargon proposed an offer to their debenture holders to convert them at the equity price of 10 cents per share. The debenture holders would have to approve it in a special meeting.

I cannot figure out why the debt holders would agree to such a proposal, especially given the shares of Zargon are now trading at half of the proposed amount (5 cents per share). I know clearly the reason why management wants to do this – to wash their hands of a huge debt and pray that they keep control.

Unlike most of these convertible debenture offerings where the company can choose to equitize the debt, Zargon gave away that privilege in their early 2017 debt extension – Zargon does not even have the right to redeem the debentures into stock unless if Zargon equity is trading at 125% above the $1.25 conversion price, which they are nowhere close to.

Zargon is forced to pay debenture holders the 8% coupon between now and maturity. Zargon management cannot compel the debenture holders to redeem their debt for equity.

This has a Twin Butte Energy saga written all over it – if Zargon doesn’t offer the debenture holders a better deal, I can’t see this arrangement passing. They will likely threaten CCAA proceedings, but that will simply accelerate the realization of value (or whatever is left) in the subsequent bankruptcy liquidation.

The question is how much these producing assets would fetch in a fire sale in relation to the amount of debentures outstanding, net of the liabilities of the company. My suspicion is that it is more than the current implied value of CAD$16 million, but the actual realization of this would take quite some time and be somewhat dependent on a recovery in the oil markets (who knows how long that will take, if ever).

The obvious safety valve for management and the company is to sweeten the offer and change the conversion price to 4 cents a share. Instead of getting 93% of the company, debenture holders would get 97%. I am still not sure whether the debenture holders would go for this, although there is a reasonable chance they could realize more value with a flat-out CCAA proceeding, this would be more riskier than what happened with Twin Butte debenture holders compared to Zargon debt holders owning virtually the whole company if they went with a sweetened proposal.

Bombardier shooting itself in the feet again

Bombardier is the company that just keeps on giving scandal after scandal after scandal. I had reported on their Q2-2018 results that things were finally on the upside, the C-series disposition from Airbus was proceeding and hence the cash drain would abate, and they could finally look forward to subsequent cash generation. I expressed that all was well.

Nope!

Their Q3-2018 quarterly report wasn’t a complete disaster (but make no mistake: it was a significant deviation from what management was projecting in the previous few quarters), but the market subsequently annihilated everything – shares are down 64% since the beginning of the quarter. Preferred shares are down about 25%. Bond yields are up about 350bps (January 2023s, 6.125% coupon, went from par to about 90 cents on the dollar). I have not seen this amount of market carnage as a reaction to a quarterly report in quite some time.

Then Bombardier announced that the Quebec Securities Commission (Autorité des marchés financiers) will be investigating them for insider trading relating to their automatic share disposition plan. I’m rather ashamed to admit I knew more about the USA version of this (SEC Regulation 10b5-1) compared to the Canadian securities regulations, where Ted Dixon (owner of CanadianInsider.com) writes a very educational article on the matter.

This added further fuel to the selling fire – what the heck did Bombardier executives know on August 15, 2018 that was likely coming down the pipeline? What sort of institutional manager would want to be caught holding shares in such a dysfunctional organization, potentially with unethical executives that were trying to unload their shares at nearly the top? Everybody rushed to the exits and the consequences are pretty obvious.

There are a few reasons why the quarterly report was perceived as horrible other than the inside trading scandal. Indeed, one could infer from the stock price since October that outsider groups knew what the heck was going on.

One is that while the company is reporting profit from an accounting perspective ($149 net income for the quarter!), it is burning cash like no tomorrow:

Bombardier’s balance sheet is not in good shape either – while they do have sufficient cash to work with in the next year, their debt maturity profile is looming – US$850 million due March 2020 (this is just 16 months away!) and $2.3 billion in 2021. They will need to become cash positive in order to be able to give the market enough confidence to roll over the debt. In light of them selling off business divisions, it leads one to wonder what is going to be left that will be able to produce such cash.

Finally, what likely set the market most off is this paragraph:

Bombardier is targeting to achieve free cash flow generation in the range of $250 million to $500 million, which is anticipated to be offset by the $250 million restructuring charge mentioned above, as well as a $250 million contingency to reflect the working capital volatility as the Company progresses through its intense growth phase at Business Aircraft and Transportation. Accordingly, free cash flow guidance for 2019 is targeting breakeven plus or minus $250 million.

The market was anticipating a free cash flow generation without any major asset sales, or any “contingency” for “working capital volatility”, or especially any “restructuring charges”. When reading their management discussion and analysis piece, the references to “EBIT minus special items” becomes quite redundant and the market is quite tired of seeing “special items” becoming simply recurring features of the financial statements (which doesn’t make such special items so special – they represent actual costs of business).

What is left of Bombardier (looking at 9 months, ended September 30, 2018 financials):

Business Aircraft – $356 million EBITDA, spent $617 million in capitalized expenses (net these two – this is a $261 million cash burn) – can they actually turn this around and make money?

Commercial Aircraft – Divested the Q-series Turboprops, and sold the C-Series to Airbus – Bombardier is still on the hook for liabilities from the C-Series in 2019 (i.e. a cash burn).

Here is the schedule of payments for the C-Series disposition:

Bombardier will fund the cash shortfalls of CSALP, if required, during the second half of 2018, up to a maximum of $225 million; during 2019, up to a maximum of $350 million; and up to a maximum aggregate amount of $350 million over the following two years, the whole in consideration for non-voting units of CSALP with cumulative annual dividends of 2%. Any excess shortfall during such periods will be shared proportionately amongst the Corporation, Airbus and IQ, but in the latter case, at its discretion. As of September 30, 2018, the Corporation invested $85 million in CSALP in exchange for non-voting units of CSALP. Subsequent to the closing, Airbus rebranded the C Series aircraft as A220.

An $85 million cash drain in the first 9 months of 2018, if repeated in 2019, will result in another $113 million cash going out the window. Is the C-Series going to make money? Wikipedia generally has very good reporting of various aircraft purchase orders (Airbus A220 orders, Boeing 737 MAX orders).

Transportation – $613 million EBITDA, spent $107 in PP&E and intangibles (which I had to manually add from 3 quarterly reports – they don’t give you this number cleanly) – which is a $506 million cash inflow – the only profitable cash source the company has right now.

Complicating matters is that Bombardier sold 30% of their transportation division to the Caisse de dépôt et placement du Québec (for $1.5 billion), but it has an embedded call provision where Bombardier can repurchase its share back in 2019 at a minimum 15% return for the CDPQ. Where will they get the cash?

Before, the solution was obvious – float another bond offering, but this market is now on the cusp of being prohibitively expensive:

The near maturity is still at par (roughly 7.75%) but going further on the term structure is going to cost Bombardier significantly – if they decide to do this, it will have to be a secured bond offering.

If you can believe anything management says anymore, they claim 2020 will have $750 to $1,000 million in free cash flow. On the low end of this range would make it about 35 cents per share (noting they have a bunch of warrants outstanding to buy Class B shares at $2.21/share which are no longer in the money). If they can achieve this FCF forecast, then they look awfully cheap.

Of course, the market doesn’t believe them. I don’t either. I do think they will muddle their way through this, as they always have.

The real issue, to summarize, is that Bombardier is facing a classic liquidity vs. solvency problem – they could use a couple billion dollars right now, but can’t find any cheap sources of it other than doing these asset sales (Q-series jets, their aircraft training unit, etc.). They have always seemed to be on the verge of generating cash, just like Charlie Brown being able to kick the football.

Financially, looking at their preferred shares – BBD.PR.B is trading at 9.6% (noting that if you believe the Bank of Canada will raise rates another 0.25% it is a slightly better bargain), BBD.PR.D is trading at 10.0% and BBD.PR.C is trading at 9.2% (implying slightly that the company will exercise its conversion rights and redeem the preferred shares for stock, which at their current share price will be 12.5 shares of BBD.B per preferred share). There is a very real risk, however, that Bombardier will find itself out of cash and this would result in a suspension of preferred share dividends. This obviously would not be good for preferred share prices, nor would it bode well for the company’s ability to refinance debt. A yield-focussed investor could also get 8.8% on the December 2021 bond issue (8.75% coupon, trading at 99 cents on the dollar) and not worry about a dividend suspension (albeit this is interest income and not eligible dividend income which has a tax impact).

I hold a small amount of BBD.PR.C shares which I picked up back in early 2016 when they were trading at yields in the teens. I did unload some at higher prices in 2017. I did not think I would see them trade like this again, but here we are again.

December 6 will also be Bombardier’s “investor day”, and you can be sure management will try to promise the skies once again and assure investors that the entity will generate cash.

As this catastrophe is hitting the company at the end of the year, there is going to be a lot of window dressing and tax loss selling of the stock. I can just imagine how somebody having a heavy equity holding of this feels at the moment – disgust. Fortunately my position in the preferred shares were minimal, but it still doesn’t feel good to see this much capital evaporate at once.

Genworth MI – Q3-2018: Steady with a signaled capital distribution

As long-time readers here know, I cover Genworth MI (TSX: MIC) exhaustively and in a public format. I do not currently hold shares in Genworth MI. You can also read the prior updates here and the Q2-2018 update here.

This quarter had to have been one of the most unremarkable quarterly reports since I remember covering the company, but this is in a “good” rather than bad sense. Q3-2018 was similar to the previous quarter in loss ratios (14%, which suffice to say is very low), and indeed very similar to the Q3-2017 quarter in almost every respect, other than the extra capital on the balance sheet and the slightly reduced share count (90.0 million to 91.7 million in Q3-2017, fully diluted). There was a very small drop in transactional insurance written, but I would deem this as an immaterial change.

There is a very slight uptick compared to last year in insurance written in Alberta and Quebec compared to BC and Ontario, but this is a very minor amount.

The company bought back $50 million of stock (1.11 million shares) during the quarter. They also raised the dividend (as they have done for each year they have been operating) to 51 cents per share from 47 cents per share quarterly. Book value is around $45/share.

The company also increased its credit facility from $200 million to $300 million, which they have left untapped, but this was because of their upcoming debt maturity (5.68% coupon) in June 2020 of $275 million that will come due. Right now this debt is trading above par and it is quite likely they will be able to refinance it, but they are keeping their options open. I also suspect this credit facility (which expires September 2023) is also used as a safety valve in case if something really bad happens in the Canadian housing market.

Most of the interesting information, however, was during the quarterly conference call. The company was talking about how they were in a position in 2019 to distribute $500 to $700 million in capital, and this may go in a combination of share buybacks or special dividends.

One thing that was unlikely, however, was insurance premium increases (they will mirror whatever CMHC offers).

Right now every single variable is favourable for MIC continuing to mint gold with selling mortgage insurance. The economy is good, the housing market in the segment they are most likely to service (first-time homebuyers) is still in very high demand, unemployment is low, etc, etc. When will the party end? Will it?

TC Pipelines MLP looks cheap

I’ve written before about TC Pipelines MLP (NYSE: TCP), which is an MLP created by TransCanada (TSX: TRP) consisting of certain US operating gas pipelines.

Today they issued Form 8-K announcing that the FERC hit on their earnings, which they previously estimated was $40 to $60 million a year, will be $20 to $30 million instead.

A bit of history:

At the end of 2017, TCP was earning $252 million net income to its controlling interests, or about $3.60/unit. Their common units were trading at around US$50/unit at this time. Distributions were $1/unit/quarter.

When we work the impact of FERC, on an annualized basis net income will be going down to $220-230 million. This will be about $3.15/unit. Distributions were decreased to $0.65/unit/quarter. Right now the common units are trading at US$29. Management is not increasing the distributions because they want to chip away at debt. It’s kind of surprising considering that this puts the distribution range below where the general partner (TRP) would receive significant incentive distributions.

Risk-free 10-year government bond yields are up about 75 basis points from December 31, 2017 to today, but does this really warrant this much of a haircut?

My guess is that the MLP sector is just highly unfavoured at the moment and that underlying assets are simply too “boring” in relation to cash, which starts to become a more viable option (2-year yields are roughly 287bps at the moment).

But considering the business is very stable (gas pipelines aren’t going anywhere and have significant regulatory burdens to construct, even in the USA), there appears to be much worse places for investment capital. Am I missing anything?

Element Fleet Management

This is a short note – when Element Fleet Management (TSX: EFN) blew its February quarterly report and the stock crashed (and continuing a downtrend that has went on for years), it got my interest. I even put the stock on my quote monitor and watched it. I never pulled the trigger on it, but I do remember staring at the bid-ask when it was hovering around $4 and thinking to myself “this would be a pretty good time to buy”.

Specifically I remember the day in March where they spiked down on a panic dump and thought to myself that the stock would trace down to roughly those lows and I’d be able to get some shares at $3.25-ish. Of course the downward momentum will continue indefinitely! They haven’t even appointed a new CEO yet!

As you can see from the 1-year chart, oops! My fault for being such a cheapskate.

Anyway, this one is now in my “missed opportunities” folder. Won’t be the last.