Yellow Media restated credit facility – can they survive?

As Yellow Media’s shares (preferred and common) continue their descent to zero, they did release what was in their restated credit facility (attachment).

Notably are the following:

1. Article 8 covenants are fairly obvious – the company must report annual and quarterly statements in compliance with GAAP, etc. There is a reference to budgets and projections (8.1 (c) and (d)) that will likely mean that the creditors will have material information that the public does not have. Probably the same people dumping the preferred shares well in advance of this calamity!

[8.1 (d)] (x) a breakdown of print and online revenues, (y) distributable cash flow and distribution calculations and (z) expected revenue drivers and which projections should be in a format consistent with the September, 2011 Projections.

Also 8.10 requires the company to include more guarantors to the creditor agreement which are subsidaries of the company.

2. Article 9 covenants are more restrictive. They prohibit the taking out of further debt unless if under the credit agreement, except for minor items including capital lease obligations no greater than $25M, and also other minor conditions including intra-company debt;

9.3 prevents the company from acquiring or liquidating companies without being able to satisfy the existing covenants on a pro forma basis;

9.4 requires the company to remit any proceeds above $25M in a sale to the creditors necessary to achieve compliance with covenants on a pro-forma basis;

9.5 is the salient clause – it prohibits distributions to common shareholders (except for the last 2.5 cent common dividend upcoming), but includes the following clause:

(iv) the Borrower may declare and pay dividends on the preferred shares of the Borrower existing as at the date hereof,

This would suggest, as long as the company can make its other covenants that the preferred shares will continue paying dividends.

The important covenants, the performance-related ones, are the following:

9.7 Consolidated Total Debt to Consolidated EBITDA Ratio
The Borrower will not permit the Consolidated Total Debt to Consolidated
EBITDA Ratio for any Test Period beginning with the first Test Period ending after the Closing
Date to be greater than the ratio of 3.50 to 1.

9.8 Consolidated EBITDA to Consolidated Interest Expense Ratio
The Borrower will not permit the Consolidated EBITDA to Consolidated Interest
Expense Ratio for any Test Period beginning with the first Test Period ending after the Closing
Date to be less than the ratio of 3.5 to 1.

9.7 is a stronger covenant than 9.8; using the first half of 2011 results as a measure of these two, the company’s ratios would be as follows:

9.7: EBITDA (12-month extrapolated, realizing this is a flawed extrapolation) $366.5M*2 = $733M, debt at June 30, 2011 is $2.39B, for a ratio of 3.26:1. There was a large amount of debt paydown for the Trader Corporation sale, but the larger risk is the EBITDA number.

9.8: EBITDA: $366.5M for the first half; $84.6M in financial charges for the first half, for a ratio of 4.33:1; the financial charges going forward will be less due to the repayment of MTN’s, but the obvious risk here is the decreasing EBITDA;

The raw math boils down to the following: Can YLO keep its head above the EBITDA water? With the Trader Corporation sale, the company will have about $1.7B in debt to worry about, which means that its ultimate concern is being able to generate about $480M in EBITDA on an annual basis (or less if it continues to pay down debt). At present when you extrapolate the trajectory that its EBITDA is declining (2009: $903M, 2010: $860M, 2011: $366.5M in the first half), can they level it off at about 40% less than its 2009-2010 run rate?

If so, the company can survive its credit facility. If not, there will be a default.

High risk, high reward.

The optimistic scenario is if they can stem the decay and be able to survive its credit facility – I would guess that the preferred shares in such a case would trade around $17-18 if there is clear evidence that this is happening. Obviously we do not see any of that evidence currently and the next quarterly report is just as likely to be brutal.

Students of history will also remember that when Nortel was going through its preliminary death throes in 2002, they were contemplating restructuring and their preferred shares went down to about $1-2 before finally coming back up again. I remember that quite distinctly although I never purchased into Nortel preferreds back then. The analogy is not appropriate to this case (different business, different situation) but what is salient is that low prices give high risk, high reward type situations – there are many scenarios where it is likely that the preferreds of YLO will go to zero, but there are plausible cases where they will rise again.

This is why you never ever put significant fractions of your portfolio into picks that are high risk like this one – keep the bets tiny. At this point it’s really tough to distinguish between investing and gambling. Just as a point of reference, if you put 2% of your portfolio into a play like this and it goes up 10-fold (which the low-probability winning scenario is for the preferred shares if the company actually manages to get its act together), that 2% position will be a 20% position at the end of the day if you do not rebalance.

Just remember the likely scenario is that the 2% goes to zero!

The close of the quarter

Here are a few things I am asking myself – I do not think these are unique to myself at the moment:

1. How low can 10 and 30-year bond yields go? 1.81% and 2.87% are the current yields, respectively. Why would somebody want to lend the US government money at this rate when the entity they are investing in has its only escape route in debasing its own currency?

2. How low will commodity markets go? Copper has cratered about 25% over the past two months, silver has been taken out and shot in the past week, and even gold is starting to wobble. How much pain can investors in commodities take before they start getting cold feet and bail out en-mass more than they have done currently? My suspicion is that this is the beginning.

3. What should be on my watchlist that will do the best in the event of a recovery? In the 2008-2009 crisis I concentrated heavily on corporate debt investments, but I suspect that whenever the bottom of this market is hit that investors in equities that are zero yield will fare better.

Too many questions, not enough answers. My outlook still continues to remain negative and requiring defensive action and also of the belief that we will continue to see sharp rallies and even sharper declines. There still isn’t enough panic out there. Although VIX is a quantitative measure that a good sector of the population uses, there are some other metrics out there that still show there is complacency.

There is no safety other than in cash

People looking for a safe outlet for capital in the marketplace are not going to see anything except in the form of cash and cash equivalents. Typically commodities were used for the safety outlet, but notably today we see that the S&P 500 is down about 2.8% and gold is down about 4.5%.

Notably, today is the first day where the safe haven of gold is getting compromised in a market downturn. Previously gold used to hold its own against down equity market action.

One day does not make a market, but this trend is something to watch.

Technically you also see safety in 30 and 10-year government treasury bonds (Canadian or US, take your pick), but getting a 1.8% yield for the next 10 years is quite obviously a temporary solution for capital. While this might work best for a fund manager, for an individual cash is much more practical.

Notably, the Canadian dollar got pounded over the past couple days – currency traders have seen a 4% decline in the Canadian dollar:

US dollar strength to a lesser degree has also been witnessed in other major world currencies, including the Euro and Yen.

I continue to remain very skeptical of the markets and am still in a preservation of capital mode – today is the first day in awhile that I’m looking at the dry powder keg and thinking of how I will be deploying it. But that time is not now. The only minor exception I made was in the preferred shares and debentures of Yellow Media (per my previous post) simply because the liquidation of those securities by its existing investors is a mostly independent event of the present market meltdown we are currently witnessing.

It is very difficult to be an index-beating active investor without the ability to side-step market crashes. By side-stepping crashes you can keep your capital freed up for those very brief and opportunistic time that the market is desperately asking for your capital. The market signals this to you with low prices, intense volatility, high bid-ask spreads and desperation. The last real time this happened was in late February/early March of 2009. There was a one week window of opportunity that you had where you could catch the bottom. It is very easy to identify in retrospect, but very difficult to get correct in real-time. Excessive outsized returns over a relatively short period of time (i.e. 200%+ returns on investment) can only be realized with ridiculously low entry points, which in turn requires financial nerves of steel to be the only buy hitting the “buy” button when the rest of the world is liquidating.

If your capital gets caught up in a market crash, it is a simple matter of mathematics to prove why you will not be able to gain much – in the 2008-2009 financial crisis, your average index investor was down 60% from peak to trough, which means in order to just break even you had to see a 150% return from the trough. If you can limit your damage to 10-20% of your portfolio and invest your capital at a more opportune time, it obviously will do wonders to your overall performance, just as how I nearly doubled my capital base in 2009.

A recent 21st century innovation is also that if you carefully analyze the tape, you will also see probable computer program traders that are set on a “fast liquidate” setting by relentless bid hitting. While it doesn’t have to take four years of electrical engineering education to perform a formal analysis of the trading signal, having some quantitative aptitude does assist in the process.

You can get a hint of what you are competing with simply by doing some mental work on how you would program such a trade algorithm, but Interactive Brokers conveniently has some simple algorithmic trade types that give you an idea if your mind blanks out.

It is time to do research on quality securities that will get needlessly hammered by a market downturn, but not nearly time to buy – yet.

Here’s a hint: I would not look at commodity companies.

Cosmetic Issues

Due to some unfortunate button-clicking coupled with some failed attempts at restoring a recent backup, the cosmetic layout of the site will be somewhat spartan (even more so than its usual spartan form) until such a time I can get around to putting in something more modern. Sorry for the inconvenience.

Hopefully most people using this site do so through their RSS readers (https://divestor.com/feed) and thus they will hardly notice anything.

Hiding in the Financial Bunker

I have not been an active writer in the past couple weeks, in part due to taking an extended break, but in part due to the fact that I am trying to await this financial storm and pick a point of maximum negative sentiment, which will be at the point where the perceived risk is the highest, and hence lowest price. My history suggests I am fairly good at picking bottoms, but I do not believe that time is at present. I am sitting at a 75% cash position.

Volatility is very high – in the past month there were many days where the absolute percentage change in the major indicies was greater than 2% – timing the gyrations is an impossible task. Implied volatility on the S&P 500 has also been around 30 to 45%, and the volatility of the volatility has been high. Suffice to say, anybody trading this market will have to have nerves of steel and very well-functioning computer models.

There are a few indications out there that things are worse than what markets are currently pricing in. Right now, we have a Canadian 10-year bond yield trading at 2.21% and the US bond yield at 1.92% – the both of which are lower than the 2008-2009 financial crisis. The bond market is pricing in a financial disaster that is awaiting us.

Remarkably, major US financial firms such as Goldman Sachs, Bank of America, JP Morgan are trading at yearly lows, which suggests that equity markets are banking on something bad happening. It is suggested that most of this is a result of what is happening in the European Union. A very quick proxy for the disruption in the European financial markets is looking at junior bank debt – an example of which is ING Group’s hybrid debt (NYSE: ISG – and take a look at the 5-year chart to see the impact of the 2008-2009 financial crisis). Equity in European banks are also more volatile than the debt securities, e.g. Deutsche Bank (NYSE: DB).

Political analysis is an area that gives me an advantage over the market, but there are two well-known events that have already been somewhat factored into the marketplace: Finland recently elected a new parliament, but the True Finns party basically ran on an election platform of “Don’t bail out the EU” and managed to gain a whopping 15% in representation in parliament. The other event was in Germany, where the existing CSU/CDU government (which has previously been on the side of trying to preserve the Euro and support a bailout of bad soverign debt of some form) has lost significant voter support in their recent batch of local elections against the SDP.

Since there is only a monetary and not political union, it makes it highly unlikely that the European Bank will be able to facilitate any quick fixes to their financial situation, relative to the problems in the USA with the federal reserve. However, the spillover to international financial institutions is continuing to be felt. My guess is that there needs to be a mass liquidation of some sort, similar to what happened in early August when somebody obviously hit the “sell everything” button on their billion dollar portfolio.

The central bank of Switzerland (Swiss National Bank) earlier in September also declared war against all currency speculators with it announcing that it will not tolerate less than a 1.2 Swiss Franc to Euro ratio, citing a gross overvaluation of its currency. Some traders must have received the margin call of the year when you look at this chart:

The Canadian dollar, in relation to all of this and relative to the US dollar, has remained around the 1.00-1.05 ratio against the US dollar. I do not have strong feelings about the Canadian dollar, but I would suspect it will remain vulnerable against US currency, which despite all of the country’s dysfunctionality, remains a short-term safe haven. Since Canada’s economic fortunes are strongly linked to commodity markets, there is vulnerability and correlation to a slowing world economy and commodity pricing – hence, not as diversified as the US currently is.

Are Canadian Banks (TSX: BMO, BNS, CM, RY, TD) vulnerable? You would think with the leverage on their balance sheets (e.g. a very quick look at BNS, you have $20B in tangible common equity leveraged against $560B in tangible assets, or a 1:28 ratio – I realize this is a very elementary analysis that ignores a whole host of other mitigating factors including the fact that consolidated statements are inappropriate for this type of conjecture) that if there is a minor amount of loss that they have to take against these assets (4%) that you are going to wipe out the bank’s equity. The risk-reward for Canadian bank equity seems to be highly skewed towards not being worth the risk.

Generally, forward valuations appear to be extremely attractive, especially in the large cap sector. However, these valuations do not take into consideration the deleveraging that we are seeing and the impact of market psychology when you have a stadium of financial participants that are all trying to reach for the exits at the same time. The easy play seems to be investing in low-P/E, low-P/B companies, but even these entities are going to get trampled if/when the stampede occurs. There no long appears to be any risk-free assets other than cash – and even that has the risk of being whittled away by the significant inflation that is being imparted with quantitative easing and its various forms. The state of world economics at the moment appears to be a game of financial musical chairs where you have a hundred players reaching for eighty seats, and the music is about to end.

In terms of translating this into investment possibilities if/when we see another 2008-2009 style meltdown, I will leave this for another post.