Analysis of Rogers Sugar

I notice that a couple weeks ago Susan Brunner did an analysis of Rogers Sugar (TSX: RSI) (Part 1, Part 2). I generally like reading what Susan writes simply because she is very rigorous and quantitative. I am pretty sure that she does some more digging “underneath the hood” in the companies she profiles.

In the event of Rogers Sugar, I have been an investor in units since 2007 when it was still an income trust. I added significantly to my position during the 2008-2009 economic crisis. Although I have trimmed my position somewhat early this year, RSI is still a significant holding in my portfolio and I do not anticipate this changing unless if there is appreciation in the share value from current prices. The company is currently trading slightly above the upper end of my fair value range.

There are a few salient details which looking at the balance sheet and income statement will not bring up in a cursory analysis. This requires some knowledge about their business model. The company imports raw sugar cane (typically from Brazil) and also produces its own sugar beets (in Alberta) which is manufactured into sugar in its Taber, Alberta facility. Sugar cane is manufactured into sugar in Vancouver and Montreal.

The company makes extensive use of hedging to shelter volatility in cost inputs, particularly raw sugar and natural gas. As a result, due to GAAP accounting practices (and IFRS, which makes statements even more difficult to read) income streams are very volatile as contract values rise and fall. This makes quarterly income figures almost meaningless to compare from quarter to quarter and has little to do with the economic performance of the company. As a result, management provides in the MD&A documents an “adjusted gross margin” figure which is much more comparable from quarter to quarter. An example of the most recent quarter is as follows:

Q2-2011 was not very good, but volume has been relatively steady from 2010. The reason for the lackluster performance is because management has had a difficult to managing the volatility of sugar prices (see below):

Overall performance has also been hampered retrospectively from its full potential by management hedging natural gas pricing in an environment where spot pricing has been significantly cheaper than pricing a year or two out.

The company is in a duopoly situation with another major competitor in central Canada, and one other minor competitor. There is no real competition in the western half of the country. This, combined with adequate protection against international sugar trade (duties for US sugar imports make US competition prohibitively expensive) make Rogers Sugar economically very stable to invest in. There are signs of erosion from free trade agreements in Latin American countries and possibly the European Union, but so far this has not materialized and such threats have been present for a very long time. Despite its economically sheltered position, margins are relatively slim – 2010’s fiscal year had a 7% after-tax profit margin with the assumption that the income was fully taxable (the income trust structure sheltered most of the taxation until the end of 2010, but the statements have retrospective treatment of income tax provisions for comparability).

Finally, the company has $78M of 5.9% convertible debentures outstanding (TSX: RSI.DB.B) that mature on June 29, 2013. They are convertible into shares at $5.10, or about 15.3 million shares. The company has the right to call them at par value at any time (with 30 days notice). While the company should have no problem refinancing the debt, the overhang will likely serve as a drag on further share price appreciation. For the company, it also brings up a cost of financing issue since the interest bite on the debentures is $4.6 million per year pre-tax, while if converted the shares will pay an after-tax dividend of $5.2 million (and at a 25% stauatory tax rate, that translates into $6.9 million).

As sugar prices have continued to remain high, if the company is able to harvest its sugar beet crop in sufficient quantity, there would be a boost to gross margins and this is likely somewhat reflected in the existing stock price. It is likely that while there is some expectation of this already baked into the price, it is probably not priced in fully yet. If you have read this far, this is a predictive comment and actionable information if you care to speculate.

Management is very experienced in the industry and the key/controlling shareholder (Belkorp Industries, run by Stuart Belkin) owns a 12% stake in the common shares (but has the right to nominate a majority slate of directors in the operating company) and there is sufficient alignment of interests with non-controlling shareholders. Management compensation is fair, aligned to performance, and dilution has been kept to a minimum. I am surprised that the company hasn’t been taken private in a leveraged buyout when unit prices were lower, but at present prices this is not likely to happen.

While the company should have no problem paying out their cash dividend, given the nature of the industry, one would not want to hold onto Rogers Sugar if they are expecting a double in the price of their shares. Hence, Rogers Sugar is not a growth company, but rather a very stable income producer held in a non-registered account.

Rogers Sugar announces 3rd quarter results

Rogers Sugar Income Fund announced their quarterly results yesterday. The operational performance is not relevant to this post, but rather the announcement of how they will be treating their distributions after 2010 is over:

Management of Lantic and the Board of Trustees of the Fund continue to work on a plan to convert from the current income trust structure to a more conventional corporate structure. This conversion is expected to be effective as of January 1, 2011, in order to allow the current Unitholders of the Fund to maximize the benefits of the current income trust structure. The current intention is to pay quarterly dividends of approximately $0.085 per share, in order to maintain cash dividends to shareholders of the converted structure at levels that would provide an after-tax distribution equivalent to that currently enjoyed by our taxable Canadian Unitholders. The amount of dividends paid following the conversion will be at the discretion of our Board, and will be evaluated quarterly and may be revised subject to business circumstances and expected capital requirements depending on, among other things, earnings and other conditions existing from time to time.

Currently the distribution rate is $0.46/unit of interest income. At yesterday’s closing price of $4.91/unit, this translates into a 9.37% yield. A $0.085/quarter dividend translates into $0.34/year, or a 6.92% dividend rate. This is also a 26% haircut from the current payout rate. This is relatively comparable to other businesses that are publicly traded and give out dividends representing most of the free cash flow of the corporation.

The following table is a before-and-after concerning a unitholder’s after-tax distributions in British Columbia, assuming the units are held in a non-registered account, using 2010 rates (which is a critical assumption of this model, 2011 marginal rates will be slightly different due to changes in the dividend tax credit):

After-Tax Income:
Income Range Marginal Rates $0.46 $0.34
Low High Income Dividends Income Dividend Difference:
$ $ 35,859 20.06% -12.59% $ 0.368 $0.383 (0.0151)
$ 35,859 $ 40,970 22.70% -8.79% $ 0.356 $0.370 (0.0143)
$ 40,970 $ 71,719 29.70% 1.29% $ 0.323 $0.336 (0.0122)
$ 71,719 $ 81,941 32.50% 5.32% $ 0.311 $0.322 (0.0114)
$ 81,941 $ 82,342 36.50% 11.08% $ 0.292 $0.302 (0.0102)
$ 82,342 $ 99,987 38.29% 13.66% $ 0.284 $0.294 (0.0097)
$ 99,987 $ 127,021 40.70% 17.13% $ 0.273 $0.282 (0.0090)
> $127021 43.70% 21.45% $ 0.259 $0.267 (0.0081)

As we can see, the after-tax dividend post-2011 is slightly higher than the pre-tax income distribution for all income brackets.

Also, as I have written before, anybody holding income trust units (other than REITs) in their RRSPs and TFSAs should be moving them into their non-registered accounts at the beginning of 2011.

After-Tax: After-Tax:
Income Range Marginal Rates $0.46 $0.34
Low High Income Dividends Income Dividend Difference:
$ $ 35,859 20.06% -12.59% $ 0.368 $0.383 (0.0151)
$ 35,859 $ 40,970 22.70% -8.79% $ 0.356 $0.370 (0.0143)
$ 40,970 $ 71,719 29.70% 1.29% $ 0.323 $0.336 (0.0122)
$ 71,719 $ 81,941 32.50% 5.32% $ 0.311 $0.322 (0.0114)
$ 81,941 $ 82,342 36.50% 11.08% $ 0.292 $0.302 (0.0102)
$ 82,342 $ 99,987 38.29% 13.66% $ 0.284 $0.294 (0.0097)
$ 99,987 $ 127,021 40.70% 17.13% $ 0.273 $0.282 (0.0090)
> $127021 43.70% 21.45% $ 0.259 $0.267 (0.0081)

Paying attention to debt call features

Rogers Sugar Income Fund announced yesterday a bought deal – they were issuing $50M in convertible debt. The salient part of their press release was the following:

The net proceeds of the offering will be used to redeem all of the outstanding $50 million principal amount 6.0% convertible unsecured subordinated debentures of the Fund due June 29, 2012. The redemption is intended to take place on or about June 29, 2010.

The $50M currently outstanding trades as RSI.DB.A. It had a maturity of June 2012, coupon of 6% and a conversion feature at $5.30/unit – before this announcement, the debt was trading very thinly at a price of 103-104. This implies a 4.1-4.5% yield, plus the option premium on conversion. The proper valuation of the debt actually is not a trivial issue considering you have to make some complex calculations with respect to the convertible option – Black Scholes will not cut it in this case.

In any event, Rogers Sugar refinanced the debt. The June 2012 debt also contains a call option, where the company can call the debt, as per the prospectus:

On or after June 29, 2010, the Debentures will be redeemable prior to Maturity in whole or in part from time to time at the option of the Fund on not more than 60 days and not less than 30 days prior notice at a price equal to the principal amount thereof plus accrued and unpaid interest.

So in other words, debt that was trading between 103-104 on March 18, 2010 will be redeemed at a price of 100 by the company on June 29, 2010.

Not surprisingly, the debt now is trading with a bid/ask of 101.75/102.00 and the only reason why this is above 100 is purely due to the value of a three month option with a strike price of $5.30/unit embedded in the debt. Debt purchased at 102 actually has a negative 0.5% yield when you factor in the call that will occur on June 29, 2010.

Investors would be very well to take note of any embedded call features in the debentures they purchase – especially if they are purchasing the debt for over par value.

The new debt issue of Rogers Sugar has a 7 year maturity and is 2.7% above government bond rates (coupon 5.7%; government 7-year benchmark is 2.96%), which is represents a rather cheap medium-term financing for the company. The $6.50/unit call premium is about 35% above market value and thus would minimize any dilution in the unlikely event that Rogers Sugar actually trades that high and thus the coupon cost is lower. I would have preferred that management lower the conversion rate to about $6.00/unit and have a smaller coupon on the debt, however.

Rogers Sugar, aftermath

Since Roger Sugar announced its fiscal Q1-2010 results in the middle of February 2’s trading day, the stock has been on a relative free-fall:

The current price of $4.40 is skimming the bottom of my fair value range for the units and it will be interesting to see if it slides below that.

Normal volume for the units are about 140,000 a day, so it is clear that there is some institution or fund that is trying to unload their units. They are not getting much liquidity in the market, which is why the price takes a dive. Opportunistic investors love to wait for moments like these to add to their positions, although it is difficult to game whether the institution or fund dumping units have half a million, or five million units to sell. If the entity dumping units is interested in selling more, they will be pressing the market further.

I would venture that a disproportionate amount of holders of Rogers Sugar are people that will be holding for a very long time, simply because the units do provide a good flow-through entity for investment capital – at a $4.40 unit price, there is a 10.5% yield and even better yet, the yield is sustainable with true earnings.

I also do not think the announcement of the fund considering a distribution cut because of the income trust taxation due 2011 is new news – all profitable income trusts will be doing the same. From my own investment perspective, it will mean shifting units out of my RSP and into my taxable accounts since eligible dividend income is taxed much more favorably than interest income that comes from the trust.