Category: Equity

Pipestone Energy – Strathcona Resources

Shareholders of Pipestone Energy last Wednesday approved (with a 67/33% yes/no vote) a reverse merger with Strathcona Resources. Strathcona (substantially owned by a private fund) will own 91% of the remaining entity, while Pipestone shareholders will own 9%.

Needless to say the valuation received by Pipestone shareholders was lacklustre (hence describing the minority protest vote). On August 1st, when the reverse merger was announced, the stock traded down 10% to close at $2.42. After the deal with approved, the stock is now at $2.14. It has dramatically unperformed as almost every other oil and gas equity has appreciated considerably since then. Next week they will complete the acquisition and there will be a share consolidation.

Strathcona has assembled a bunch of relatively interesting assets over the past decade. Considering I have owned debt securities of some of the entrails they have devoured, it is something I still keep track of once in awhile, but now they are public I can continue taking a more relevant look at them.

One of them was the acquisition of Pengrowth Energy for $0.05 a share (and the assumption of their not-inconsiderable at the time debt of about $700 million). I had owned Pengrowth’s convertible debentures ages ago (and they were matured at par, pretty much just before the company was running into liquidity issues). An interesting asset was the SAGD heavy project near Lindbergh, but it was relatively inefficient (recently reported steam to oil ratio was around 4), producing around 20k boe/d.

The total estimated production of Strathcona and Pipestone is 185,000 barrels/day, at apparently a $735 million sustained capital spend (this estimate seems a little bit low in my estimation). At US$80 WTI the estimated EBITDA is $2.5 billion. The metrics at the current commodity price structure is relatively favourable. The market cap, at $2.14/share, will be about $6.8 billion and the debt that will get added on will be in excess of $3 billion. Relatively speaking, the valuation is roughly in the ballpark of (a small number of) peers, so paying attention to asset quality and management’s intentions on how to best work with their capital remain to be seen.

One thing is undeniable – Waterous Energy Fund (the private owner of Strathcona Resources) is going to make a fortune on their investment in Pengrowth Energy made back in 2019. They timed the low nearly perfectly (I do not think they could be faulted for not foreseeing Covid-19). That said, there are other companies out there that have proven shareholder-friendly policies and are trading at even better valuations.

REITs cutting distributions

True North REIT (TSX: TNT.un) – down 50% from 0.049/month to 0.02475/month
Slate Office REIT (TSX: SOT.un) – down 70% from 0.0333/month to 0.01/month
Just last Friday – Northwest Healthcare REIT (TSX: NWH.un) – down 55% from 0.80/year to 0.36/year

There’s a few more on the chopping block. I won’t name them here.

The underlying cause is pretty simple – they are unable to raise rents at the rate their interest expenses are rising. Because they typically run at high leverage rates, they are forced to pare back distributions.

Much of the damage is usually done by the point they announce the cut, but because some investors are solely obsessed about distributions and dividends, they will be receiving a nasty capital shock upon such announcements.

BBTV – Lights out, pretty soon

Accounting is not complicated, but knowing the tricks of the trade really help when doing financial analysis.

One thing that confuses most laymen is that a company can generate net income but bleed cash like crazy.

This describes BBTV’s (TSX: BBTV) second quarter report.

They reported a $3.7 million net income, but still are bleeding cash like crazy. It is because they restructured a piece of debt for a non-cash gain:

On June 20, 2023, UFA Note had another amendment whereby UFA provides the Company with an option (the “Discounted Payout Option”) to discharge the Convertible Promissory Note at 10 cents for every dollar of outstanding principal and accrued interest if that Discounted Payout Option is exercised at the earlier of (i) September 15, 2023 and (ii) 5 business days following the closing of any financing that provides the Company with the option to exercise the Discounted Payout Option. If the Discounted Payout Option is exercised, the Company would be subject to a covenant for the next six months from the effective date of this amendment whereby the Company would need to increase the payout (the “Increased Amount”) to UFA if the Company discharges certain other financing debts at an amount that is more than 8 cents for every dollar of outstanding principal and accrued interest. The Increased Amount is calculated using a formula specified in the amendment, subject to various limitations. This amendment is considered a substantial modification under IFRS, resulting in a gain of debt modification of $18,337 for the period ended June 30, 2023.

… essentially they want the company to suck up blood from a stone and try to suck up as much cash as possible while they can.

Also you do not want to be reading this paragraph on Note 1 of the financial statements:

As at June 30, 2023, the Company had a working capital deficiency of $44,303 compared to a working capital deficiency of $44,876 as at December 31, 2022. For the six months ended June 30, 2023, the Company incurred a loss of $10,757 (June 30, 2022: $26,783) and used cash in operations of $14,738 (June 30, 2022: $14,365). As part of the Company’s working capital and cash flow management, the Company has a receivables purchase agreement as described in Note 5. On February 14, 2023 the Company obtained additional loan financing of CAD$21,485 and received proceeds of CAD$20,926 (net of transaction costs). Immediately after the closing of this loan financing, the Company used part of the proceeds to pay off the balance in its overdraft facility and subsequently, the aforementioned overdraft facility was terminated. The loan financing arrangement includes an earnings performance target covenant for the six months ended June 30, 2023 and as a result of the Company not meeting this performance target, it is required to repay US$6,000 to the lender originally by August 18, 2023 and subsequently extended to August 31, 2023. The Company is in discussions about further extending the timing of the US$6,000 payment until such time that it can be settled in accordance with a signed non-binding proposal from a new third party investor. The Company presently remains in good standing with the Term Loan (Note 8). Subsequent to the quarter end, the Company received a shareholder loan of $4,000 (Note 22).

Needless to say, the balance sheet is in need of restructuring and I can’t see an escape route considering they can’t seem to stem the cash bleeding – about $15 million gone in the first half of this year. Even the most elementary of financial statement analysis, current assets over current liabilities, indicates that with $28.9 million of current assets, over $73.2 million in current liabilities, at 39% this is just not good news for shareholders. Most of the liabilities consist of payments to content creators – and if your business is about content creation and if you’re not paying them, they’re not that likely to stick around!

New Flyer Industries (NFI)

I will make a claim that companies that make “stuff in demand” will do reasonably OK in an inflationary environment, providing that they can actually price their contracts properly in anticipation of such inflation. The key operationally is that they need to be able to ensure their physical inputs, but also be able to retain their expertise and know-how in the staff – one of the huge competitive disadvantages that most Canadian cities have is that most people that actually do the work can’t afford to live at the wages being offered.

Part of my examination of industries producing “stuff in demand” involved a re-examination of New Flyer Industries (now rebranded NFI with the same TSX ticker symbol) and I have been eyeballing this one for many, many years. I’ve never owned it. They are one of the top (if not the top) manufacturer of busses in North America. Financially speaking, however, they have not been doing very well over the past few years. While one can claim that Covid-19 was an absolute killer for public transportation, the historical income statements show a huge varying history of income generation – with the peak being in 2017 (the stock was trading over $40 at this time and peaked around $50 in 2018). Just before Covid, however, the 2019 year reported net income, but the cash flow statement shows a company with working capital management issues, coupled with spending $327 million on an acquisition. 2019 ended with negative tangible equity of about $430 million and $1.2 billion in debt. NFI was sliding before Covid hit.

Post-Covid, they have really struggled to stay afloat, especially with their bank covenants.

On July 29, 2022, NFI renegotiated their debt covenants. Part of the new covenants was that they would earn a minimum adjusted EBITDA of $45 million after the 4th quarter. A few months later, they subsequently projected a NEGATIVE 40 to 60 million. It was less than three months since they re-negotiated their debt covenants and blew it, and not by a small amount either – they missed by a mile. The dividend was also cut to zero at this point (it should have never been paid out in the first place given their balance sheet situations).

Nearly half a year after that, they announced they were receiving short-term government bailout money from Export Development Canada (a Canadian crown operation) and the Government of Manitoba.

Much to my surprise on May 2023, they announced they reached an agreement with their creditors to raise equity financing, and also additional secured financing. Later that month they also issued more equity – both equity raises were deeply under the market price of NFI traded shares (CAD$8.25/share). The primary equity investor, Coliseum Capital Management, raised its effective stake in the company from 12% to 27%.

On July 25, 2023, they indicated that a $200 million tranche of Second Lien Debt includes “an annual coupon at the higher end of the previously disclosed expected range of 12% to 15%, payable semi-annually, with a maturity of 5 years.”. Today (August 16) when they announced their quarterly result, they raised another $50 million gross (5 million shares at $10.10/share, about a 15% discount to market) with a reduction in the Second Lien Debt to $180 million.

The August release stated “Based on the expected proceeds from the August Private Placement, NFI intends to lower the gross proceeds from its proposed second lien debt financing from $200 million to approximately $180 million. This is expected to generate annual interest savings of up to $2.9 million per annum.”

Pulling out my calculator, $2.9 million divided by $20 million gives an interest rate of 14.5%.

NFI also claimed the following in their release:

I am not sure how credible this guidance is, but going from $50 to $275 million in EBITDA in a year is quite a leap. Operationally, this company is effectively producing larger pure electric vehicles and should this not result in a Ford or GM-type valuation?

The big surprise to me, however, is how or why the stock is holding up so well despite this huge financial mess that has been going on over the past few years. Despite having nearly a billion dollars of debt further ahead in rank, the most junior tranche of debt, the 5% convertible debentures maturing January 2027 (TSX: NFI.DB) trade at around 82 cents, a 12% yield to maturity. The second quarter report had a negative $40 million free cash flow. All of this suggests that the equity is priced for absolute perfection. It is no wonder why the company is so eager to issue shares, even at a steep discount to market.

Looking at the Slate Office REIT train wreck

Today’s victim is Slate Office REIT (TSX: SOT.UN). I’ve written about them in the past.

I actually managed to find something using SEDAR “Plus” (let’s save my analysis of this for another post) and fetched out their declaration of trust. Via their Annual Information Form, here is the following snippet:

the REIT shall not incur or assume any indebtedness if, after giving effect to the incurrence or assumption of such indebtedness, the total indebtedness of the REIT would be more than 65% of GBV (including convertible debentures);

(FYI – GBV = Gross Book Value)

Let’s do some math.

In June 30, 2023 their assets were 1.826 billion. Their total debt was $1.166 billion. That’s about 64%.

So they’re hitting up against a debt wall.

This gross book value will surely decline as all REITs mark their books as a function of the government treasury bond rate – as the risk-free rate rises (and has it ever!) your asset values will decline.

Very shortly, Slate is going to be debt-locked unless if they take efforts to reduce their GBV. This can only come in the form of an equity offering (not going to happen when your units are trading at $1.52 a pop and a total market cap of $120 million), an extremely dilutive preferred share offering (George Armoyan to the rescue), or selling real estate assets.

The problem with selling your real estate assets is that you’re only likely to be able to sell in short notice the assets that are actually worth something, compared to the rest of the sub-par garbage you have in your (pun intended) asset slate. Not only that, but selling such assets might trigger the need to value your other assets accordingly (i.e. the cap ratio you were assuming on your books isn’t what you’re getting when you sell the asset!) which would then cause the GBV to debt ratio to increase even further.

In other words, CCAA could be in the cards here. I’m glad I walked away from this one. Twice!