Take-under – Stuart Olson

Shareholders of Stuart Olson (TSX: SOX) got a surprise today when they woke up to the following headline: Bird And Stuart Olson Join Forces To Create A Leading Canadian Construction Company.

This was a takeover proposal from Bird Construction (TSX: BDT). After cutting through all of the self-congratulatory sentences, the salient terms and details are the following:

$40 million cash and $30 million in BDT stock (valued at $6.32/share) will go to the senior secured creditors;
$22.5 million in BDT stock goes to the unsecured debentureholders;
$4 million in BDT stock (0.02006051 BDT per SOX) goes to the shareholders.

Notably, this works out to 13 cents of value per SOX share.

Something was definitely off when SOX announced last month they would pay the semi-annual interest to debentureholders with 10.6% of the company (equity) instead of cash. Now we know – they were in the middle of a negotiation to sell shareholders out.

Not to say that SOX was in a good financial position – indeed, SOX was in a poor position (they were likely to blow their covenants which had been relaxed for COVID-19), and Covid was not making matters better.

SOX apparently got 31% of shareholders to agree to this take-under, and they need a 2/3rds vote in favour to approve this. The market right now is trading SOX at 39 cents, which can only mean that either stock is hard to borrow (it is) and/or they anticipate some sweetening to get over the 2/3rds threshold.

Bird Construction, however, is in better financial shape. Operationally, however, they will still be suffering from the effects of Covid and margins are quite thin.

No positions in any of these companies, but just following this financially interesting story.

Dilution on interest payment election

Stuart Olson (TSX: SOX), for various reasons, is not in the greatest of financial health. They have $87 million in senior debt outstanding, and an unlisted debenture of $70 million. The company is currently cash flow negative and had to obtain a relaxation on their debt covenants due to COVID-19.

On Sunday they announced:

CALGARY, AB, June 28, 2020 /CNW/ – Stuart Olson Inc. (TSX: SOX) (“Stuart Olson” or the “Company”) announces that it will pay the $2,450,000 June 30, 2020 interest payment on its 7.0% Convertible Unsecured Subordinated Debentures (the “Debentures”) through the issuance of shares from treasury pursuant to the agreement of the holders of the Debentures and a corresponding supplement to the indenture for the Debentures. The shares will be issued at a 20% discount to the five day volume weighted average trading price of Stuart Olson’s shares ended June 29, 2020. The Toronto Stock Exchange has conditionally approved the issuance, subject to customary post-closing filings.

The 5-day VWAP puts them at 73.14 cent per share, or approximately 3.35 million shares to be issued for this interest payment, which means that whoever holds the debentures will own about 10.6% of the company. A pretty heavy price to pay for the remaining shareholders, but the alternative is even more glum – it all goes to the creditors. I’m somewhat surprised the shares didn’t trade lower today (no positions).

When a CFO quits

Looking at Stuart Olsen (TSX: SOX). It’s been on my radar simply because I see their name in the fitness facility that I so happen to exercise in. They also (or likely one of their subcontractors) apparently botched up the concrete job in the City of Richmond’s new swimming facility, which needless to say, is not good for them.

Here is a relevant timeline:

September 9, 2019: SOX’s CFO resigns:

Stuart Olson Inc. (TSX: SOX, SOX.DB.A) (“Stuart Olson” or the “Company”) today announced the departure of Daryl Sands, Executive Vice President and Chief Financial Officer.

“I would like to thank Daryl for his over 14 years of service and wish him well in his future endeavors”, said David LeMay, Stuart Olson’s President and Chief Executive Officer.

The Company also announced the appointment of Dean R. Beacon as interim Chief Financial Officer.

Stuart Olson has commenced a search for a new Chief Financial Officer.

January 8, 2020: New CFO hired.

CALGARY, Jan. 8, 2020 /CNW/ – Stuart Olson Inc. (TSX: SOX) (“Stuart Olson” or the “Company”) today announced that it has completed its search for a new Chief Financial Officer.

Effective January 9, 2020, Bharat Mahajan will assume the role of Executive Vice President and Chief Financial Officer. Mr. Mahajan replaces Dean Beacon who has held the position of interim Chief Financial Officer since his appointment was announced on September 9, 2019.

Mr. Mahajan is a Chartered Professional Accountant and brings over 28 years of senior and executive level professional experience to the Company. He has a proven track record of generating value as a Chief Financial Officer. Most recently, Mr. Mahajan held the role of Chief Financial Officer at Daseke, Inc. (“Daseke”), the largest owner and leading consolidator of specialized transportation in North America. Daseke acquired Aveda Transportation and Energy Services Inc. (“Aveda”) in 2018. At the time of the acquisition, Mr. Mahajan had been the Chief Financial Officer of Aveda and was asked to take on the same role with Daseke on completion of the transaction.

“I am pleased to welcome Bharat, as our new Executive Vice President and Chief Financial Officer. His financial expertise and extensive accounting leadership experience in public companies will strengthen our abilities to execute on our growth and diversification strategies,” said David LeMay, Stuart Olson’s President and CEO.

January 24, 2020: New CFO quits, old interm CFO comes back.

CALGARY, Jan. 24, 2020 /CNW/ – Stuart Olson Inc. (TSX: SOX) (“Stuart Olson” or the “Company”) today announced that its Executive Vice President and Chief Financial Officer, Bharat Mahajan, has notified the Company of his decision to resign and that he has accepted a different position.

The Company also announced the appointment of Dean R. Beacon as Executive Vice President and Chief Financial Officer. Mr. Beacon previously held the position on an interim basis from September 9, 2019 to January 8, 2020.

The obvious question is – what the heck happened? Two weeks into the job and he’s leaving?

When a long-time CFO exits the company, it could be for a myriad of reasons, including the fact that he/she just has done their job for king and country and wants a graceful exit – nothing to do with the underlying performance of the company. However, when a new CFO is hired and they leave 12 business days after the fact, it leads one to speculate.

A few possibilities:

a) He came in, saw some huge ethical issues, and got out;
b) He came in, the CEO did not like his personality and/or work performance (isn’t an interview process supposed to pick up on this?) and effectively told him to leave;
c) He came in, realized he was over his head, and got out?

I can’t identify a scenario where this sequence of events portends a good outcome for a publicly traded company. They have to release their audited year-end financial results by the end of March.

Unfortunately, I can’t get a borrow on the stock.

Tax loss selling candidates, 2019

Below are 29 companies that are trading lower than 40% year to date on the TSX, that have a market cap of above $75 million. I’ve also restricted the share price to greater than 50 cents.

TSX tax loss candidates

August 30, 2019 closing prices
Last trade > $0.50
Market Cap > $75 million
YTD change -40% or worse
ItemSymbolNameSectorLastYTD %ChgMktCap ($M)
1TH-TTheratechnologiesBio4.98-40.14394
2AVCN-TAvicanna IncCannibis3.66-41.2588
3IDG-TIndigo Books & Music IncRetail6.6-41.49180
4BIR-TBirchcliff Energy LtdEnergy1.77-41.78503
5SOY-TSunopta IncFood3.07-41.86275
6SOX-TStuart Olson IncEngineering2.89-41.9782
7ATH-TAthabasca Oil CorpEnergy0.57-42.42303
8ADVZ-TAdvanz Pharma CorpBio14.7-42.93673
9CFX-TCanfor Pulp Products IncForestry9.08-43.99574
10UNS-TUni Select IncAuto10.79-44.41456
11MDF-TMediagrif InteracIT5.23-45.2981
12MPVD-TMountain Province DiamondsDiamonds1.04-46.67223
13HNL-THorizon North Logistics IncEnergy Service0.95-47.22155
14IMV-TImmunovaccine IncBio3.58-47.89186
15DII-B-TDorel Industries Inc Cl.B SvRetail Wholesale9.1-48.41292
16LGO-TLargo Resources LtdMetals1.37-51.59728
17PONY-TPainted Pony Energy LtdEnergy0.68-54.36114
18PEY-TPeyto ExplorationEnergy3.2-54.8554
19BNP-TBonavista Energy CorpEnergy0.54-55149
20DR-TMedical Facilities CorpHospitals6.74-55.19211
21NVA-TNuvista Energy LtdEnergy1.61-60.54370
22MAV-TMav Beauty Brands IncBeauty4.11-61.52155
23SNC-TSnc-Lavalin SvEngineering16.41-64.262,858
24OBE-TObsidian Energy LtdEnergy1.27-64.4397
25TRST-TCanntrust Holdings IncCannibis2.3-64.99335
26JE-TJust Energy Group IncEnergy Retail1.46-67.63227
27TRQ-TTurquoise Hill Resources LtdMetals0.58-74.221,187
28ZENA-TZenabis Global Inc.Cannibis1.06-82.33214
29PLI-TPrometic Life Sciences IncBio11.6-95.54280

Comments:

1: A bio company with an FDA approved small scale HIV medication (used in cases where mainline HIV treatments do not work), and a new product that is used for something called hard belly – which is a symptom in some long-term HIV patients as a side effect of the anti-retroviral drugs that they take to keep viral loads down. Stock is down because sales aren’t exactly going anywhere and those sales and marketing expenses are indeed quite high. Market cap is trading as if the company will get sold off (drug companies don’t capitalize their R&D expenses it takes to get a drug to market, so there is a bunch of hidden balance sheet value in the drugs, despite the relatively little revenues they get from them).

2, 25, 28: Are Marijuana companies, and I have no interest in analyzing them.

3: Indigo is a typical retail story. Their stock chart in the past 18 months is a straight line down. Aside from their lease commitments, their balance sheet isn’t in terrible shape and management has some time to decide what to do, but they are bleeding money at a frightening pace.

4, 7, 13, 17, 18, 19, 21, 24: Canadian oil/gas extraction companies, so I do not need to write further why they are trading down. 13 is an energy service company. My big surprise here is why there aren’t more companies on the down 40% list (doing some quick investigation, it is because most of them already got hammered in 2018 so the losses in 2019 relatively speaking isn’t as big).

5: A low margin food producer with a ton of debt on the balance sheet and bleeding cash. Not looking pretty.

6: Engineering firm impacted somewhat by oil and gas-related spending. Income statement shows they are treading water. They were able to raise financing from Canso at 7% for unsecured debt (rolling over an existing debt issue) and the balance sheet is not in terrible shape. May be a good possibility for a turnaround – given its market cap of $80 million in relation to its overall size (revenues will be roughly a billion in 2019), something to watch. Has a similar feel to IBI Group.

8: The old Concordia Pharma. Classic case of what happens when you over-leverage cash flows too much. They make a ton of cash, but they have a ton of debt and a ton of interest expenses.

9: Lumber has been killed for various reasons. Despite being from British Columbia, I should know more about the industry. Just a year ago it was trading at $27 and today it is nearly $9. The stock graph looks like a normal distribution curve. Despite the fact that their cash flows has been decimated year-to-year, they don’t have any debt and look like they can survive the cycle. Jimmy Pattison trying to take over Canfor Corporation (not the pulp subsidiary) for $16/share seems to be a case of trying to take them on the lows. Canfor owns 55% of Canfor Pulp.

10: I know less about automobile companies than forestry products. Skimming the financial statements, they just appear to be losing profitability and racking up debt.

11: A small IT firm that is undergoing a strategic change and also still looking for a new CEO. Still profitable, and with a relatively blank canvas balance sheet.

12: Owners of a 49% interest in a diamond mine in the N.W.T., and barely making enough to pay off their bank lenders. Will pass.

14: Early clinical stage biotech working on some cancer therapies, P2 studies have samples of less than 20 patients, and skimming the science, looks questionable.

15: Legitimate larger company that has been in a slow straight-line descent for the past three years. Three major product lines (babies, sports and furniture) are sold to major retailers worldwide. Management (Schwartz – family-controlled dual-stock corporation) has been around for a very long time, albeit they seem to be highly overpaid. They resolved an upcoming debt maturity last June with a 7.5% unsecured debt note (not convertible) and this will buy them time to figure out how to improve margins. Cash flows from operations have been diminishing, and they already once cut their dividend, and it is due for another cut. However, given the ~$300 market cap and $2.5 billion in revenues, the potential for a turnaround here is reasonably good, except for this looming worldwide recession coming which would surely impact this company’s fortunes!

16: They mine a commodity I know nothing about (Vanadium), in a country I know very little about (Brazil).

20: This one is interesting. A company that owns majority or near-majority stakes in a few hospitals in the USA and distributes most of its free cash. The only problem being that in the past few quarters, they have really underperformed. If they can figure out what they did wrong and reverse it, then the stock is an easy double from their depressed price. It was bond-like until the bottom fell out of it in the May and August quarterly reports. If there was a candidate for year-end tax loss selling, this one would be it. Another interesting quirk is that their distribution rate on a historical basis is now at a 17% yield. This distribution was below their cash generation in prior years, but not from the first half of this year. It’s likely they’ll cut this dividend unless if they think the past couple quarters was temporary. Knowing about the US healthcare industry, especially in the states that DR operates in, coupled with competitive dynamics of healthcare and competitors will help.

22: Cosmetics company that went public in July 2018 for CAD$14/share (proceeds to pay down debt with IPO). Now it is trading at $4.11/share, which is a fairly good 70% negative return on investment. The company is now barely profitable, but still isn’t at the level which supports the debt on its balance sheet. Still, cosmetics is a pretty high leverage industry to be in if your revenues start to take traction – and their revenues are growing. Might be interesting, considering that beauty products sell in any economic climate! Unfortunately, you won’t see me wearing any…

23: SNC. Enough said. There’s tons of industry analysts out there looking at this one. Their partial sale of the 407 freeway around Toronto will buy them a lot of time to get their act together, but in the meantime, their operations are a total mess. There will probably be a time to buy this one but it will take awhile, and likely more corruption from the federal government is required for a positive outcome (i.e. if Trudeau gets re-elected, it would be a positive for SNC for sure).

26: Balance sheet is a train wreck, company is exploring a recapitalization, and the business model itself is highly broken. Good luck!

27: Another mining company working in a jurisdiction I know hardly anything about (Mongolia), let alone I can’t even pronounce the name of its main flagship mine. Don’t have any more insight than that, sadly.

28: The big loser in the TSX is due to a debt-to-equity recapitalization and a 1:1000 reverse stock split. After the recap they did get rid of a bunch of debt on the balance sheet and raised some cash, which they need in order to bide their time to get FDA approval for their lead product. They burnt about $50 million cash in the first half of the year and have about $80 million left on the balance sheet, so looks like they’ll have to raise more financing…