Mirion Warrants – Nuclear Insurance

I recently took a position on warrants that trade on Mirion Technologies (NYSE: MIR, warrants trading as MIR.WS). My average entry was under a dollar per warrant.

Nuclear Insurance

There are a small number of companies out there that specifically deal with the nuclear industry and even less that are pure plays. You can invest in generalized engineering companies like Fluor (NYSE: FLR) or GE (NYSE: GE), but they have a lot of non-nuclear operations which dilutes the sector interest to an insignificant level. You can also invest in power generation (e.g. Tokyo Electric, 9501.JP), but power itself is a commodity and you are investing in commodity-like characteristics. Likewise the same can be said for Uranium producers like Cameco (TSX: CCO). There are a handful of firms that can be considered pure plays.

One of the historical pure plays in this sector was a radiation detection company called Landauer (formerly NYSE: LDR), but in 2017 they were taken off the public market via acquisition by Fortive (NYSE: FTV), a very large diversified instrumentation company. Another one that I have written about in the past is BWX Technologies (NYSE: BWXT), which its primary moneymaker is producing nuclear reactors for US Navy vessels, but for various reasons I divested myself of this investment earlier this year.

Mirion is a pure play. It is an aggregation of various products relating to radiation biophysics, including medical imaging and also industrial imaging and the like as it relates to the radiological side of things.

I want to clarify the term nuclear insurance. It is specifically looking for a company that will rise in price dramatically whenever there are threats of nuclear catastrophes, likely due to geopolitical concerns or improper operations of nuclear reactors. To be clear, this is assuming that financial markets will still be functional after such an event – if this is of the scale where you have thousands of nukes thrown across the planet, there will be bigger problems to deal with!

The general theme of this trade is thinking of the biological analogy of what happened with Alpha Pro Tech (TSX: APT), a personal protective equipment manufacturer, during the onset of Covid-19:

This company rose by a factor of about 10x from early January to March 2020 when things got really hot and heavy. I would suspect in a nuclear scenario, Mirion would exhibit a similar price curve and hence the ‘insurance’ as probably every other component in the stock market would evaporate at about the same speed as something at ground zero.

Mirion, the company

This trade would be so much more attractive had the corporate entity had better characteristics, but sadly it does not.

Mirion can be described as a broken SPAC offering, going public in October of 2021. The predecessor name was “GS ACQUISITION HOLDINGS CORP II” and merged into what is Mirion today. It was the typical arrangement, going ‘public’ at $10/share with some warrants. Any investors in the SPAC post-closing (who are these people??) have lost money. As of April 2022, about 40% of the company economically is owned by Goldman Sachs entities. 20% are owned by two other hedge funds. The long-time founder and CEO owns about 2% of the stock. The Goldman entities are actively divesting stock – indeed, the principal officers have a listed occupation as “Goldman Sachs” which is amusing in itself. I’m sure the follow question gets asked at cocktail parties: “What do you do for work?” Answer: “Oh, I’m a Goldman Sachs”.

The corporation has a dual class structure, but the second class of stock does not convey any disproportionate privileges.

I’ve discussed above what the company actually does, and it is not a fly-by-night operation. They have about 2,600 employees, and 75 US patents (which you can search for and contain headlines that are in the relevant domain area).

The big problem is financial. The company has a balance sheet issue, and even worse, they don’t make that much money. Note the market cap of the company at a $6 stock price is about $1.25 billion. They got rightfully slammed after their third quarter report. It was awful.

Looking at their Q3-2022 report, the balance sheet has $58 million in cash and $808 million in debt. The only silver lining on the balance sheet is that the debt is in the form of a floating rate (LIBOR plus 275bps) secured loan that does not mature until October 2028, which is a huge time runway for them to figure things out.

The bad news is that the company is cash flow negative. Management talks about positive “adjusted EBITDA” this and that, but in reality, they are bleeding cash. They need to raise their prices and get their cost structure in line, especially now that LIBOR is rising like a piece of Styrofoam rising from the middle of the ocean.

I will spare the quantitative analysis other than to say that while the TTM price-to-sales is very roughly 2x (with companies such as TDY or FTV at 5x and 4x, respectively), the cash generation situation is just awful. This is not an attractive company using trailing financial metrics.

That said, it is in an industry which is relatively inelastic in terms of consumption preferences – companies that need the product are not going to suddenly defer their purchases. As a result, a general economic recession is not as likely to affect Mirion as it would for some other industrial suppliers.

The warrants

The warrants have a headline expiration date of October 20, 2026 and a strike price of $11.50. This is about 4 years to expiry. They are trading around 95 cents at the moment. I will humble-brag that my last purchased tranche to finish my trade was at 80 cents.

It might appear to be a bad deal considering the common stock is trading at half the price of the warrant strike price.

However, when it comes to warrants, they are not always traded like standardized options.

When reading the fine print of the Mirion Warrants, the most relevant non-standard clause governs the option of the company to exercise the warrants if the common stock trades above US$18/share, which will enable the holder to receive 0.361 shares of MIR at a 10 cent exercise price at expiration:

Mirion also has the right to exercise the warrants above US$10/share and the holders have a month to decide if they want the number of shares in the table or whether to take the warrants the ‘conventional’ way. I do not know any scenario where Mirion would want to force the conversion of warrants, but perhaps one of my readers can enlighten me.

Back to nuclear insurance

If there is a relevant nuclear event, I would anticipate the warrants would appreciate significantly beyond their current trading price. As there is time value remaining on these financial products, I would suspect in the worst case scenario in a couple years that I would be able to get out for moderate losses. Again, this is insurance more than anything else. And heaven forbid, if the company gets its cash flow situation in line and actually starts to learn to how to make profits, the stock will appreciate on its own.

This is a small position, I do not intend to make it larger, and the chance of making a loss is relatively high. I share this research for you.

Doing a portfolio check on a heavy down day

As I write this the S&P 500 is down over 3% for the day. The TSX is down 1.4% which isn’t so bad by comparison.

An index is simply a collection of stocks. For the two indexes above, companies that have higher market capitalization are weighted high in the index. When an index gets sold off heavily, there is a high probability that the higher capitalization stocks in the index will also be sold off.

When there is heavy market volatility it is usually wise to look at what is going down by the averages, what is going down more than the average and which stocks are holding steady or even rising, especially those stocks that are not included in a major index. It gives you some hints as to which sectors are and are not popular for the day.

Institutional investors are usually required to keep specific ranges of portfolio fractions (i.e. an allocation between equities, bonds and other asset classes). Typically when broad equities drop, managers will dump bonds in order to buy equities to rebalance the portfolio.

Today, contrary to what the market has been doing a few months ago, a selloff in equities is once again correlated to an increase in risk-free bond securities – I note that the 10-year treasury bond yield is down some 70 basis points – which means that what we are seeing in the markets today is a flight to less risky positions. The yield curve continues to flatten – there is a 10 basis point difference between 2-year and 10-year treasuries now.

If equities fall enough, collateral values will also decline to the point where portfolio managers will have to liquidate assets in order to maintain sufficient collateral – i.e. a margin call situation. If enough of this happens, you will start to see significant opportunities appearing on the equity side.

It’s more probable than not that the upcoming December meeting of the Federal Reserve will be the last quarter point interest rate hike before they take an extended pause. If interest rates stop rising, then the next market focus will be back for finding yield.

Another observation is that gold is doing reasonably well. It is a shame for most investors that most gold mining companies are poorly managed.

I’ve still got a lot of dry powder in the portfolio and I’m waiting for worse times. There will be a time to pounce but not yet.

There is one other observation I will make – robo-investing and index investors that choose allocations of various low-cost ETFs are dooming themselves to sub-par returns. Every time I hear people investing in whatever index fund that pledges market diversity (e.g. VGRO is quite popular) I just think to myself if they are truly prepared to earn low single digit returns with the real risk of them seeing 25% peak-to-trough downdrafts.

It was about 10 years ago when the economic crisis was clearly in full swing – Bear Stearns went bust, Lehman Brothers went bust, and anything financial was imploding. The S&P 500 was still at around 870 at this time. It wasn’t for another 3 months before the S&P 500 reached its low (the value being “666” appropriately enough) – you would have still seen a 23% decline in value.

This time around, how much of a value loss can index investors take before the perception of an unlimited wealth creation vehicle evaporates? Today, we are at 8% below the peak of the S&P 500. Canadian investors (via the TSX) have seen a 9% drop from peak-to-trough in the index high.

“This is just another buying opportunity to buy shares cheaply”. Or is it?

As my last note, I will point out that General Electric (NYSE: GE) is down 6.66% today. How symbolic.