Farmer’s Edge – that’s all folks!

Fairfax is generously offering 25 cents per share for the shareholders of Farmer’s Edge (TSX: FDGE).

This offer is about 24 cents more generous than it needed to be. Shareholders are getting really, really lucky!

They ended September 30 with negative $32 million in stockholder’s equity, and the three months they blew through $13 million in cash. They had $75 million in debt (lent to them from Fairfax) and $9 million in cash. Needless to say you did not need a CFA to know how this one was going to end up.

What does Fairfax get out of it? The following from the 2022 annual report:

The Company has not recorded any current or deferred income tax benefit for its tax losses in any of its reporting periods. The Company had $470.0 million of accumulated non-capital losses as of December 31, 2022, with expiry dates ranging between 2030 and 2042. These losses may be used to offset future taxable income. In addition, the Company has undeducted Scientific Research and Experimental Development expenditures of approximately $39.0 million which may be carried forward indefinitely and unused investment tax credits of approximately $3.0 million which expire between 2034 and 2039.

Fairfax just needs to find some assets in the same field of business to utilize these NOLs and they are all set.

Here’s one last fun calculation. The stock nearly doubled today on the announcement since it will not take two brain cells for the “independent committee” of directors to come to the conclusion there’s no choice.

Let’s pretend you were a fly on the wall of Fairfax and had 10 trading days of prior notice that this deal was occurring. Let’s also pretend that you were able to capture 100% of the liquidity of the stock that actually traded in those 10 trading days.

You would have been able to purchase 77,495 shares for $8,096.22. Those shares would be worth $19,373.75 if sold at 25 cents. No institutional manager would get remotely close to this even if they had the information in advance. Would have made for a perfect FHSA trade though!

Aimia – the gift that keeps on giving

I just can’t keep my eyes away from Aimia (TSX: AIM) which is a huge corporate soap opera that I am so glad I do not own.

According to Aimia’s posted statement of claim, we have one of the Mittlemen brothers going rogue, coupled with a Saudi-owned Cayman Islands corporation (Mithaq) that chose one of the worst Canadian publicly traded companies to target with their excess in capital. While they have likely blown over a hundred million or so on this venture, they apparently could not hire some junior security lawyer to write up a two paragraph memo explaining that once you get over the 20% threshold that some special rules take place. Or perhaps if they couldn’t afford a few billable hours, they could have just used Google.

84. Mithaq was aware of the take-over bid regime and understood the implications of crossing the 20% threshold. On February 2, 2023, Mr. Seemab sent an email to Mr. Mittleman with the subject line “Exceeding 20%?” and asked for help understanding “the process/implications if an investor exceeds the 20% equity threshold in the Canadian market?”

85. Mr. Mittleman advised Mr. Seemab that “if an activist’s goals can be achieved without incurring the complications of crossing the mandatory build [sic] threshold, that’s probably the easier / less expensive / better path. So I think 19.9% is probably sufficient”.

Oh my, this made for entertaining reading.

Yellow Pages – Drawing more blood from the stone!

Some history – last year, Yellow Pages announced a $100 million share buyback at a set price and shareholders almost unanimously agreed to a pro-rata buyback at $12.58 per share. They bought back 7,949,125 shares and at June 30 they had 26,607,424 shares outstanding. I wrote a little about it here.

Fast forward to today, and we have the following announcement:

Yellow Pages Limited (TSX: Y) (the “Company”), a leading Canadian digital media and marketing company, today announced that the Board has approved a distribution to the Company’s shareholders (the “Shareholders”) of approximately $50 million by way of a share repurchase from all shareholders pursuant to a statutory arrangement under the Business Corporations Act ( British Columbia ). The arrangement will be effected pursuant to a plan of arrangement (the “Arrangement”) which provides that the Company will repurchase from Shareholders pro rata an aggregate of 4,440,497 common shares at a purchase price of $11.26 per share, which represents the volume weighted average price for the five consecutive trading days ending the trading day immediately prior to October 19, 2023.

Yellow has 18,658,347 shares outstanding as of June 30, 2023, so this share buyback will result in a reduction of 23.8% of shares outstanding and bring them to about 14.2 million shares. At June 30, 2023 they had $64 million of cash on the balance sheet.

In the past four quarters, they have been able to generate $90 million in adjusted EBITDA, or about 1.6 times EV/EBITDA. The ITDA is about $10 million and the large cash drain has been the maintenance of the corporate pension plan which is still listed as a $37 million net liability, but this is slowly getting rectified.

Here is the really interesting proposition – the dividend is currently a $3.55 million quarterly cash outflow. The company is easily generating enough cash to cover the dividend. After the buyback is concluded, the 20 cent quarterly dividend could be raised to 26 cents per share and be cash neutral. At 26 cents per share, the company trades at a 9.2% yield. This is going to be difficult for algorithmic traders to avoid especially considering that the “melting ice cube” business is not melting nearly as quickly as one would expect, considering it is the Yellow Pages, after all.

If Yellow manages to generate another $80 million adjusted EBITDA over the next four quarters (this is not a given – my own model has them closer to $75), about $55 million of that will be pure cash flow and they’d be able to repeat this same maneuver again in 2024. If their stock price doesn’t move from there, another $50 million buyback would render the dividend yield at 13% – would the market be able to resist?

The funny thing is that there is a low enough price that one would actually want to purchase more Yellow Pages. Good luck, however – it takes about 2,000 shares of trading to move the stock price 70 cents per share!

I have had countless amusement and bewilderment, not to mention immediately dismissive and credibility-destroying reactions when telling people this is my longest lasting investment currently in my portfolio. For good memories, read my coming out of the Yellow Pages closet here.

Inflation – boosts prices, but boosts costs as well

When inflation is mentioned, instinctively one’s financial reaction is to own hard assets – the asset value will rise in nominal terms. In real terms, the value stays static – if you go and buy a lawnmower, that lawnmower will keep its value as a great grass-clipping instrument minus the accumulated depreciation of usage. Non-depreciating hard assets are even better, but owning a stack of silver bars does nothing except sit there and look pretty unless if you’re planning on processing the material into some better industrial usage (like analog photography!).

Another logical place would be to invest in companies producing hard assets, such as mining companies. However, the cost to haul materials out of the ground and to refine them are also subject to inflationary pressures.

Looking at the metallurgical coal market, spot Australian met coal has been reaching lofty levels (about US$350/ton), so the few publicly traded companies out there have been able to make a fortune given that costs are typically much lower than this price level. The demand for steelmaking coal is still strong despite recession concerns (although headwinds are forming – take a look at STLC, for example).

The commodity, however, has to get itself out of the ground and loaded onto ships. There is a gigantic volume of material to process. This takes capital and expertise – capital was fairly easy to obtain since most of the coal companies have delevered and can access plenty of money, but it is clear the expertise (having people with brains and experience to do the job) is getting more expensive by the month.

On October 2, 2023, ARCH delivered the following guidance (an earnings warning):

… due primarily to ongoing challenges mining in the first longwall district at its Leer South mine [,] Arch is revising its full year 2023 guidance for coking coal sales volumes to 8.6 to 8.9 million tons and its average metallurgical cash cost guidance to $88 to $91 per ton.

Contrast this with their July 27, 2023 release which had guidance at 8.9 to 9.7 million tons and a $79 to $89/ton cash cost.

On October 12, 2023, AMR delivered the following guidance (another earnings warning):

On top of some weather-related problems that caused vessel delays in the quarter, we experienced mechanical issues at DTA that hampered the ability to load and ship our coal. … Along with lower-than-expected shipment volumes in the quarter, we sold some lower-priced tons from the development areas at new mines during the pricing trough early in the quarter, which negatively impacted our average realizations for the period.

In light of the logistics challenges we have experienced throughout the year, we lowered our overall shipment volume guidance and tightened the ranges to reflect our expectations for the balance of the year. Additionally, due to further investments in employee wages as well as the significant movement of the met coal indices, which directly impact sales-related costs, we are increasing our Met segment cost of coal sales guidance for the full year.

“due to further investments in employee wages” – i.e. you need to pay people a lot to show up to work for a very dirty job these days! This was a triple whammy – lower volumes, lower realization of pricing, and increased costs. On the cost side, it went from $106-112/ton to $110-113/ton.

These are not likely to be the only, nor last warnings on costs coming out of commodity companies going forward. We are seeing these costs increase on almost all commodity firms – the question is how well each individual firm can roll up their sleeves and retain talent. Eventually the demand-supply dynamic of the commodity product will normalize and resemble some function of cost and when this occurs, the low cost producers will survive, while the higher cost producers will face increasing financial pressure until some entities break and cease production. Given the lack of capital pipeline in the fossil fuel world, this might take longer than a traditional commodity cycle, but it will eventually occur.

There will be a day when I will be writing about things other than commodities, but valuation-wise, many of those commodity equities are still trading at valuations that are nowhere close to those of the broader markets, both for ESG-exclusion reasons and anticipation that the industry is somehow going to be imperiled by some phase-out. It is very ironic that this belief is one of the primary causes of the industry’s profitability at present – capital constraint restricting supply is creating a higher price environment than if capital were flowing freely.

Aimia receives a go-private offer

Two going private offers in the same day!

Aimia (TSX: AIM) – a company I have written about here many times before in the past – is receiving a $3.66/share cash offer from its 30% shareholder, Mithaq Capital.

Needless to say it is terrible to be a shareholder of Aimia – do you take the $3.66 sure bet and cash yourself out at under 40% of book value (albeit dropping despite them having invested a ton of money into two private businesses) or do you hold on and put up with the completely sub-standard management that could have done far better by just sticking their money into an S&P 500 index fund? Tough decision.

One thing I do know – part of Aimia’s value proposition is its $269 million in capital losses that has accumulated since June 30, 2023. If this buyout does proceed, Aimia will not be able to utilize this. That said, glossing over their portfolio, I’m not sure how much in the way of capital gains management could realize going forward, so perhaps it doesn’t matter.

The only question I would have is for those preferred shareholders – they are very illiquid and are trading at around 12% yields at the rate-reset assuming the 5-year government bond trades as it is today.