Verticalscope IPO

I’ve got it give it to the people that bought the Toronto Star back in May of 2020, they got a very low valuation which assumed the residual business was relatively worthless (the company had a lot of cash on the balance sheet and the pension debts weren’t too onerous). They really cashed in the middle of the COVID-19 crisis.

However, never in my mind did I anticipate that they’d be able to bring public their Verticalscope subsidiary (TSX: FORA) for triple the value that they bought Torstar for.

My, oh my, are the founding shareholders of Torstar probably feeling like they got ripped off.

Skimming the Verticalscope June 14, 2021 prospectus, we see a corporation that is flat on revenues (approx. $57-58 million/year in 2020 and 2019) and capitalized with about $100 million in debt on the balance sheet. The net debt will be gone with proceeds from the public offering. The entity does generate cash (about $14 million in operating cash flow in 2020) but overall it isn’t exactly what one would consider to be a huge money-winner, especially given what has been invested in it.

The business itself is a collection of online properties. It is a faint resemblance of what the Yellow Pages (TSX: Y) was probably trying to originally execute on their “digital strategy” before management (rightly) corrected that course from 2017 onwards. And just like Yellow’s original digital strategy, it’s likely they’ll use their enhanced liquidity position and/or their stock to acquire more online properties.

Indeed, one of the businesses that Verticalscope owns, Red Flag Deals, was sold to them by none other than the Yellow Pages.

Verticalscope extensively uses the phrase “adjusted EBITDA” to justify valuation and it indeed appears that investors are happy to overlook all the adjustments. At least with the IPO, there won’t be much in the way of interest expenses anymore.

It won’t be myself buying shares of this offering. I really wonder what the thought process of the institutional managers that do, or people that bidded it up another 10% on the after-market trading today!

Late Night Finance with Sacha – Episode 13

Date: Thursday June 10, 2021
Time: 6:00pm, Pacific Time
Duration: Projected 60 minutes.
Where: Zoom (Registration)

Frequently Asked Questions:

Q: What are you doing?
A: It’s been about two months since the previous one, so I will be chipping off some rust, but also discuss various economic developments that have caught my eye in addition to other salient observations. There should be some time left for Q&A, so please feel free to ask them on the zoom registration.

Q: How do I register?
A: Zoom link is here. I’ll need your city/province or state and country, and if you have any questions in advance just add it to the “Questions and Comments” part of the form. You’ll instantly receive the login to the Zoom channel.

Q: Are you trying to spam me, try to sell me garbage, etc. if I register?
A: If you register for this, I will not harvest your email or send you any solicitations. Also I am not using this to pump and dump any securities to you, although I will certainly offer opinions on what I see.

Q: Why do I have to register? I just want to be anonymous.
A: I’m curious who you are as well.

Q: If I register and don’t show up, will you be mad at me?
A: No.

Q: Will you (Sacha) be on video (i.e. this isn’t just an audio-only stream)?
A: Yes. You’ll get to see me, but the majority will be on “screen share” mode with my web browser and PDFs from SEDAR as I explain what’s going on in my mind as I present.

Q: Will I need to be on video?
A: I’d prefer it, and you are more than welcome to be in your pajamas. No judgements!

Q: Can I be a silent participant?
A: Yes. I might pick on some of you though. Bonus points if you can get your cat on camera.

Q: Is there an archive of the video I can watch later if I can’t make it?
A: No.

Q: Will there be a summary of the video?
A: A short summary will get added to the comments of this posting after the video.

Q: Will there be some other video presentation in the future?
A: Most likely, yes.

Corvel Corp – Annual Report

Corvel (Nasdaq: CRVL) announced their year-end results (10-K). The company has such fanfare that it has precisely zero analysts following it, so the automated news generators couldn’t even tell you whether they ‘beat’ or ‘missed’ expectations. There are few (USA) domestic companies that have billion dollar market capitalizations that have zero analyst coverage.

Their fiscal year ends on March 31st, so this was their Covid year. Revenues dropped about 7%. Margins, however, remained consistent. They made reference in their last quarterly conference call to streamlining real estate leasing costs as they were able to seamlessly ‘go online’. This can also be seen in the recent dramatic drop in IFRS 16 asset/liability for leases vs. the previous quarter. Year-to-year, lease obligations are down by half, and this is explained by the company projecting that renewals will not be exercised.

The company has nearly doubled in share price since last year. Valuation-wise, they are at about 50 times the previous twelve months of earnings. Needless to say, this appears to be rather rich, but the earnings should accelerate in the upcoming fiscal year as employment in the USA continues to expand, especially as Covid supports terminate.

Although it looks like that revenues and net income has flat-lined over the past three years, there will likely be an upward trajectory going forward. In addition, note the historical ROE numbers of 20%+. The ROE number next year will be down as the amount of cash on the balance sheet will serve to be a drag on the denominator, but this will likely be transitory.

I also believe the stock has been a positive recipient of automatic index buying. Trading of the stock is thin, with spreads typically a dollar or so. The company is currently on the S&P Smallcap 600 index, although it is well below the liquidity threshold for the index. Their market cap, over $2 billion, is creeping up to the point where they are getting into mid-cap territory.

Historically, the company has engaged in a capital allocation policy of repurchasing shares (they repurchased approximately 100,000 shares, or about half a percent of their shares outstanding in the past quarter at an average of US$104). Despite this, the company has been building up cash on the balance sheet, and the US$140 million they have at fiscal year end is an all-time high. I do not think management is of the type to suddenly declare a treasury policy of purchasing Bitcoins with spare US dollars. They also have little use for excess capital – they continue to engage in the usual R&D that software companies should be doing. In a paradoxical sense, this lack of capital reallocation is a negative in that the corporation cannot “snowball” retained earnings into more fruitful endeavours (unlike an acquisition machine like Constellation Software (TSX: CSU)). CRVL management is very happy to stay in their niche and only make the tiniest steps outwards from their strategic niche.

Operationally, they are in a dominant position, which explains the valuation. Indeed, when compared to companies like Constellation, they are trading at 85 times past earnings. On an absolute level they are expensive, but relatively speaking, it is in the ballpark. Another metric is price-to-sales, and also this makes Corvel cheaper than CSU. I would make the claim that CRVL’s niche has a much stronger competitive moat and justifies a premium valuation as a result. Their management is even more reclusive than CSU’s Mark Leonard. This is a trivial analysis, but a few of the factors swimming in my head when I look at this company in my portfolio and wonder if I should reallocate.

For many reasons, I will not be. I do not know what price the shares will rise to before I say enough is enough and seriously think about the sell button. I can easily see them staying where they are currently for a lengthy period of time, but I can also see reasons for them to head up to $200 and higher.

My only regret was not picking up a little bit more when I did, but at that time in the Covid crisis, there were many other things floating on my radar at the time. This is probably the least dramatic investment in my portfolio at present. They consume a disproportionately lower amount of attention in relation to their size in my portfolio, which is in the top 5.

When will Cenovus or CNQ buy out MEG Energy?

MEG Energy (TSX: MEG) is an oil sands producing company with a very good asset – it occupies a prime bitumen producing location at Christina Lake, Alberta. The type of mining is the typical steam-assisted gravity drainage project that, one you put in the required capital expenditures and intellectual prowess, has a relatively low rate of decay. It will produce for decades.

Geographically speaking, the company is out of options. There’s little in the way of synergies as they are surrounded by Cenovus and CNQ’s properties. There isn’t much of a choice beyond optimizing the primary asset they own (which is very valuable) and generate cash. The asset will be producing for decades.

They are properly capitalized – approximately US$2.3 billion in debt securities, with maturities on 2025, 2027 and 2029, in addition to an undrawn credit facility. They made some (retrospectively) stupid hedges on WTI which will cost them a few hundred million in lost opportunity costs in 2021 (approximately a third of their production is hedged at US$46 WTI), but they claim this was to fund the existing year’s capital budget in the event that crude crashed. CEO Derek Evans was formerly the CEO of Pengrowth Energy, and the only reason why Pengrowth lasted as long as it did before it was unceremoniously bought out for 5 cents a share was because they hedged a ton of production before oil prices tanked.

After Line 3 and TMX become operational, egress issues will likely subside and at current prices, they will be generating a significant amount of cash. While they do not give out dividends at present, it probably won’t make much difference in the end equation – they are likely to get consolidated by one of the two in the title of this post.

Notably, MEG rejected a hostile takeover from Husky in 2018 (which was offered at a higher price). From a strategic perspective, Cenovus (which took over Husky at the beginning of this year) would make the most amount of sense – they would own the majority of the bitmuen complex around Christina Lake. They have been busy digesting the Husky merger, but there’s probably ample room for a stock swap. MEG at the end of December 31, 2020 also had a $5.1 billion non-capital loss carryforward, so this would survive a merger and constitute a non-trivial tax asset for an acquirer.

This analysis is by no way a secret – they have been a logical target for ages. We will see.

When narrative and reality collide – ESG, politics and markets

One rewarding aspect of finance is that participants that correctly perceive reality are eventually rewarded with additional capital, provided you stay solvent longer than the market remains irrational.

As markets are an amalgamation of sentiment, there is an element to psychological timing with regards to asset prices. The prices that are currently seen represent the baked in assumptions of marginal buyers and sellers, each trading with their own motivations – some extremely short-term, some extremely long-term. Another vector is the advent of environmental, social and governance (ESG) driven investing. Formerly labelled as “socially responsible” or “ethical” investing, ESG has generalized this to refer to politically correct practices.

As the politicization of financial markets continue, it is obvious that a focus on ESG and politically sensitive institutional investors (e.g. public pension plans and the like) will take a factor in investment decision making. This has long-since been baked into certain asset prices. Political favourites, such as renewable energy initiatives, have resulted in such assets receiving premium valuations and hence low returns for current investors. Such assets are typically aided by government subsidies (in the form of attractive power purchase agreements, or in the case of Tesla, outright tax breaks and subsidies).

This sort of gaming goes on all the time in most industries, as participants jockey for position. Large entities try to assert control through rent-seeking techniques. Nothing is a better example than how various entities are reacting to COVID-19 – companies such as Amazon are cheering for continued lockdowns as they continue to eat away at conventional retail. The medical industry, both private and public, are cheering their nearly unassailable position as nobody can question the quantum of spending in relation to the overall benefit – “anything to save a life” is the current expectation. By the time it comes to pay the bills, the blame will be attributed to other factors.

On the flip side, we have the ‘enemies’ of ESG, which generally constitute a list of firms in politically incorrect industries. One of these industries that are deeply politically incorrect at present (especially in North America and Europe) is oil and gas exploration.

When looking at core valuation of the major Canadian oil and gas firms, there is a major valuation gap between what the ambient market is offering versus what cash is being generated by the companies in question.

For instance, Canadian Natural Resources (TSX: CNQ) gave out guidance on May 6, 2021 that assuming a US$60/barrel of West Texas Intermediate (right now it is US$63.50 on the spot contract), they will be able to generate around $5.7 to $6.2 billion in cash flow, and this is after their capital expenditure and dividend payout (which is another $5.4 billion). Backing out their $2.2 billion annualized dividend to zero, that’s around $8.2 billion in free cash flow (FCF).

Recall that CNQ’s enterprise value is currently around $67 billion, so a rough valuation would be an EV/FCF of 8 times. This means if things continue at current prices, CNQ could pay down all their debt and buy back all their shares outstanding (at current prices) in 8 years. This isn’t an isolated case. The other Canadian large players, Suncor, Cenovus, Tourmaline, are roughly the same (plus or minus one or two points). There are no other ‘substantially Canadian’ plays that have a market cap of above $5 billion at present (Imperial Oil is 70% owned by Exxon, and Ovintiv, the former EnCana, is now primarily a US producer).

You cannot find valuations like this anywhere else on the large-cap market. A typical utility such as Emera (TSX: EMA) trades at roughly 18 times EV/operating cash, never mind capital expenditures! Royal Bank (TSX: RY) trades at 15 times earnings. Perhaps the only outlier I can find in this respect is E-L Financial (TSX: ELF), which posted a 2020 net income of $129/share (on a current share price of $948).

Needless to say, Canadian Oil and Gas looks cheap, and one reason for this (other than the horrible regulatory climate) is the investment ineligibility due to ESG. The irony is that this creates opportunity for returns for those that want higher returns, such as international investors that do not take North American ESG into their investment consideration.

I can think of one analogy in the past which reminds me of today – the plight of tobacco companies in the late 90’s. Tobacco companies (most specifically, Philip Morris) were vilified in the 90’s for having the gall to produce a product that caused lung cancer and collectively denying it until they had lost all public support. The watershed moment was a US$200 billion settlement with the states in 1998, but in reality, this agreement secured incumbency rights for the existing players. The Philip Morris example (now known as Altria) has them earning $3.20/share in 1999, while the stock closed at $23/share for the year. They bought stock like mad during the dot-com boom and shareholders got very rich. Incidentally, Philip Morris was right up there with Microsoft in terms of generating shareholder value over decades (not really the case today anymore, although tobacco continues to remain very profitable).

I’m going to make a much looser analogy with Warren Buffett buying Apple stock in 2017 and 2018 (at his cost basis of $34/share to the tune of some 907 million shares he currently holds today) is giving him a current earnings yield of about 15%. There are of course key differences – with Apple, you have to assume they can continue selling iPhones, iPads, Macbooks and ‘iApps’ at their monstrously high margins indefinitely. With oil and gas you have to make an implicit assumption that the underlying commodity prices will stay steady. This is another argument for another post, but please humour me by granting this assumption.

Buffett, by virtue of his size and relative fame, is constrained by political considerations. The cited justification for selling off his shares in airline companies at the onset of the COVID-19 crisis was politically motivated – the chances of airlines getting public money bailout with (deep pocketed) Berkshire being a 10%+ shareholder was much less, so they had to sell (I am not sure if this is retrospective analysis that actually went on during the sale, or whether it was a simpler case of the original investment thesis being broken). This is not the only example.

In the most recent 13-HF, we had Berkshire disclose that it had sold half of its Chevron stake and all of its Suncor. Chevron is obviously going to be completely divested by next quarter. There is nothing in Berkshire’s public holdings that relate to oil and gas production going forward. This is very intentional, and I believe it is for political reasons.

Buffett is the son of a former US Congressman and should know a lot about the political dynamics that is going on with ESG currently. There were two shareholder resolutions that came up during Berkshire’s last annual meeting. One was from Calpers and the Quebec Pension Plan, two very credible institutional investors:

In order to promote the long-term success of Berkshire Hathaway Inc. (the “Company”) and so investors can understand and manage risk more effectively, shareowners request that the board of the Company publish an annual assessment addressing how the Company manages physical and transitional climate-related risks and opportunities, commencing prior to its 2022 annual shareholders’ meeting.

The other (from a generally unknown proponent) was:

Shareholders request that Berkshire Hathaway Inc.’s (“Berkshire Hathaway”) holding companies annually publish reports assessing their diversity and inclusion efforts, at reasonable expense and excluding proprietary information.

Normally such shareholder resolutions get voted down, heavily. The Board of Directors almost universally recommend a vote against such resolutions.

However, the actual results of the votes got somewhat close:

There were approx. 548,000 votes cast in the meeting (some votes are not cast due to them being held by brokers that do not vote). The directors control 272,900 of the votes (the vast majority of this is from Buffett himself). So the vote result was a foregone conclusion.

However, excluding the directors’ votes, both resolutions passed with a slim majority.

This has to be interpreted to be a warning shot across the bow to Berkshire and almost any other corporation out there with a large public presence. They are not immune from activist politics and the politics driven behind institutional shareholders.

You can imagine how Buffett might be frustrated in not being able to deploy capital into a field that is liquid enough to make an impact on Berkshire. However, with the world examining his holdings every quarter, he must take politics into his investment considerations.

ESG, just like most political interventions, cause market distortions between perception and reality that can last for years if not decades. Hundreds of billions of dollars of capital are being invested not with a return in mind, but rather with a heavier consideration to other factors, including those that are acceptable today (which may or may not be acceptable tomorrow). Pharmaceutical companies were completely vilified before COVID-19, and now they are being showered with immunity from Covid vaccinations and have a gigantic regulatory shield to work with (until they are no longer in favour again for making outlandish profits). Today’s enemies are those relating to climate change, but this may change in the future as demand for fossil fuel energy outstrips available supply.

I am not making a moral judgement on ESG and its intentions. I am claiming, however, that ESG-driven considerations are causing significant distortions in the returns of investments that would have not otherwise existed.

Ultimately for equity investors, cash flows will dictate returns. It might take some time for political fashions to turn, but just like Philip Morris investors in the late 90’s, they were very well rewarded. Eventually the paydown of debt and payments of dividends and buyback of shares trading at single digit multiples will result in higher equity pricing, no matter which trends are politically correct.