Junk bonds: Not always junk, but pretty often (Callon Petroleum)
If you have been following this blog for some time, you may recall the first move I recommended was the bonds of Bon-Ton Department Stores, which I suggested could be hedged by shorting an equivalent dollar value of the stock. At the time the bonds were at 46 and the stock was at $4. Now, the company has announced that they are not as doomed as previously thought, so the bonds have shot up lately to around 90 and the stock to almost 12. The bonds have paid their semiannual coupon since then, so they have properly speaking shot up to 95, but the follower of this move would have made $500 on the bonds and lost $800 on the short. I think that $12 for a company that is still having all of its earnings eaten up by interest is too high of a price, so these results have not diminished my enthusiasm for capital structure arbitrage (which is the formal name for this move), or for junk bond investing. Ben Graham wrote that even an unattractive form of investment, like a bond that is inadequately secured, can be attractive at an attractive price. Even though they are unlikely to appreciate past par, especially because most bonds these days are callable, they can still produce attractive returns.
However, the majority of junk bonds are junk for a reason, and they require careful screening. Consider the bonds of Callon Petroleum Co., which pay 9.75% and are trading at 60, currently yielding 16%. They fall due in December of 2010, but most of those bonds will never be redeemed, because the firm was forced to institute a tender offer because what with two hurricanes and a drop in the price of oil they were forced to discontinue a large operation in the Gulf of Mexico. Their other operations are barely able to cover their interest. The terms of the tender offer are replacing the $1000 9.75% bonds with $750 13% bonds (thus actually saving nothing on interest), plus what works out to 37 ½ shares of stock. The new bonds fall due in 2016. The company is pleased to report that they have over 90% participation in the tender offer.
However, there is a small problem with their plan. Although the company is presently able to cover their interest, and possibly even with a few pennies left over for the shareholders, the firm’s long term strategy is in doubt. Unlike Linn Energy or Breitburn Energy, which focus on properties with a long development life, most Gulf of Mexico properties have a development life of only a few years, with most of the production heavily front-weighted. So, they have to acquire, explore, and exploit properties with considerable frequency. However, with no spare income and also no shareholders’ equity left (even with the bonds discounted and the nonrecourse debt from the discontinued operation moved off the balance sheet, they are below even), it is hard to determine what the company will use to acquire these new properties. They claim to be looking into longer-lived properties and joint ventures, and best of luck to them. Otherwise, they are potentially doomed beyond the assistance even of the Chapter 11 that they are trying to prevent with this tender offer.
As is often the case in distressed debt, the decision of whether to tender the bonds is a prisoners’ dilemma situation; if enough bondholders accept the exchange, the company will be able to redeem the non-tendered bonds without difficulty, so the holders who rejected the tender offer will make a windfall. But if not enough holders accept the tender offer, the company will be forced into bankruptcy. This is why, as Moyer wrote in Distressed Debt Investing, firms tend to require over 90% participation in any tender offer, a provision they can waive if necessary. Here, there is legitimately over 90% participation, so that hurdle is not an issue. Based on the current prices, apart from about $90 (discounted) in coupon payments due between now and the payoff date, the bondholder who rejects the offer is looking at $900 (discounted) for a price of only $510 per bond. This implies that even now there is an expected 57% chance of no recovery, assuming that 60 is also a fair price for accepting the tender.
The tender offer expires on Monday, and it is clear from the overall prospects of the firm, that it would be best to reject the tender offer and take our chances with the 2010 payoff. However, this firm does not appear to be another Bon-Ton stores, so the wise fructivore should consider a purchase very carefully.
Indexing, long touted as the safe long-term option for the passive investor, has shown itself to be riskier than we all imagined, producing a negative 10-year return. If stocks always beat bonds over the long term, claim the authors of Dow 36000, then they are in fact less risky than stocks and thus the Dow deserves to be at 36000. If, however, they are more risky, then the index fund industry has some explaining to do.
It is disturbing, though, that the regulators still embrace value at risk, which assesses the risk of loss on a financial asset by applying a stochastic process based on volatility that has been observed over a certain period, typically less than five years. Of course, the five years before 2008 were extremely boring in terms of volatility. Value at risk could perhaps be preserved if the period surrounding the collapse of Lehman Brothers was used as representative, but it would be quicker to abandon the stochastic myth, since security prices stop behaving as though they follow a stochastic process just about when panic strikes and every market participant wants them to be stochastic. In a book I read called Lecturing Birds on Flying, Pablo Triana suggests a Levy distribution, whereby events that are 6 standard deviations away from the norm may be predicted to occur every couple of decades instead of every couple of eons. I’ve never been that swayed by quantitative analysis, but if regulators are going to use a quantitative method they could at least use one that hasn’t been demonstrated not to work.
But as for Coinstar, it is true that they have increased their sales by $90 million since the same quarter last year, but do you happen to know by how much they increased their profits? Less than $2 million. So it is clear that we are dealing with a low profit margin firm, and now one that is facing increased competition from Blockbuster kiosks, as well as having to deal with Netflix and several antitrust suits that I don’t think they’re going to win. As I mentioned before, when Coinstar bought out its co-owners the price paid implied a value of $300 million for the entire Redbox division, and the counterparty was a sophisticated seller that had access to inside information, that probably concluded that the business was not likely to generate excess returns from any more capital put in, and based on these margins I am inclined to agree. Their other divisions have been more or less flat, so I remain unconvinced that this company is going to produce the kind of growth that will justify their still-optimistic valuation.
In addition to being a good strategic fit, management claims that the acquisition will be accretive to cash flow. Accretiveness to cash flow is the easiest thing in the world: just buy a company with a lower P/E ratio than yours. And, if you put all the depreciation back in and indulge management’s view of $30 million in synergy, (canceling one optimistic assumption with one pessimistic one about depreciation), you get a P/E of 11, which is a little bit below WIndstream’s unadjusted trailing P/E ratio, but of course Windstream’s cash flow is significantly higher. So, the actual accretiveness is up in the air.
Even going by market prices, at $3 a share, the company loses 60 cents times 5 million shares, $1.16 times 1.75 million in the 5-year warrants, and 76 cents times 500 thousand in the 2-1/2-year warrants, total $5.41 million. Before the deal was announced, the firm was trading at $3 a share with 25 million shares outstanding, total $75 million. After the announcement yesterday, the share price dutifully retreated to $2.70, total market cap $67.5 million. It fell further today, of course, but what didn’t?
(It is curious, though, that the closing price $2.69, settled right between the above-calculated diluted values; I would never imply that the markets are efficient, but at the very least they are paying attention).
American Lorain (ALN on the Amex), sadly, doesn’t have a P/E ratio of 3. But it is 5.26 as of this writing, which is not bad. It is an American-registered firm that, through a multi-tiered capital structure, owns four operating subsidiaries in China, one of which is shared 80:20 with the Chinese government. They produce a wide variety of chestnut products and other processed foods in a number of markets, primarily China, but including the rest of East Asia and various other nations. Although they claim to control various proprietary technologies including a method for permeating a chestnut with syrup without altering its texture, I don’t believe that they are blessed with any sort of durable competitive advantage, although they claim to be the largest chestnut processor in China. Operations-wise, they seem to be fairly dependent on bank debt, and based on their SEC filings short-term interest rates in China are surprisingly high; between 5 and 10% for their various short-term borrowings, which they have expanded considerably in anticipation of the third and fourth quarters when they see their highest demand. Their balance sheet does also count more than $2 million worth of “landscaping, plant and tree†as an asset, which seems like kind of a stretch.
The most dispassionate method is the “net-nets†recommended by Ben Graham. These are firms whose working capital (cash and short term investments, receivables, and inventory) exceeds their total debts, and which are selling to a discount even to that. In other words, the current assets of the firm will pay for the purchase of the entire firm, and the firm’s longer-term assets and the future earning power they represent are available for free, or in fact, the current shareholders are paying you to buy them. The Snowball, Warren Buffett’s biography speaks of Benjamin Graham’s employees wearing lab coats and filling out forms to calculate whether a net-net existed. Nowadays, with SEC filings available online and the Excel spreadsheet having been invented, one would expect that these opportunities are harder to find, and indeed they are, and upon seeing them one might be curious as to why.
However, he does raise a good point; why should the shareholder pay management fees and submit to double taxation for a firm to hold financial assets that the shareholder could just go out and buy if the company had just issued a dividend instead of paying for the assets? The only possible explanation is that the firm is in fact capable of producing better investment results than the majority of its shareholders. Damodaran cites Berkshire Hathaway as a rare example of this firm; most corporate managers who are not Warren Buffett realize that investing in securities to produce above-average returns is difficult to do well and indefensible if done badly. Just ask any failed investment bank.