Encounter at Fairpoint (with the bankruptcy lawyers) (Fairpoint, Windstream)
Those of you who watch Jim Cramer, of whom Seth Klarman said that he is a symptom of everything that is wrong with the financial world nowadays, will recall that last week he expressed approval of the safety of Windstream’s dividend. He also mentioned Fairpoint Communications (FRP), after qualifying his remarks with the fact that they have little in common apart from them both being rural telecom companies—their financial positions are completely the opposite. Fairpoint Communications has recently announced that they are defaulting on their credit facility, and that their larger creditors have agreed not to force them into bankruptcy until the 30th.
Fairpoint recently acquired Verizon’s land lines in New England for $2.3 billion, which it turns out was a few hundred million too much, thus demonstrating the value investing principle that there are no good or bad investments, only good or bad prices. After all, anything can be at least liquidated, and with a bankruptcy in the works that is looking like a distinct possibility. Since that time, declining revenues have sunk their income, causing them to suspend their dividends in 2008 and now, it seems, to suspend their interest payments as well.
According to rumors, Windstream is a potential buyer of Fairpoint’s distressed debt, alongside several players in distressed debt. This is perfectly reasonable; inside or outside of bankruptcy, the creditors take the assets of the defaulted debtor, and Windstream certainly could do more with the assets than a distressed debt fund on Wall Street. If they acquire a powerful position in Fairpoint’s distressed debt, this will give them a suitable platform in the Chapter 11 negotiations to arrange transfer of some or all of Fairpoint’s assets to them. It is not unusual in a bankruptcy to create a situation where there will be cash and securities in the reorganized corporation available, with creditors able to choose between the two of them. So, Windstream would perhaps be able to take more securities and less cash. And, since the market for distressed debt tends to be illiquid and the valuations necessarily conservative and more geared to liquidation rather than going-concern values, distressed investing generally produces high returns to go along with the analytical and legal work involved.
Even outside an actual Chapter 11, bankruptcy is still a specter that hovers over the entire process of negotiating a debt workout. Such a workout still results in selling off profitable divisions and arranging debt-to-equity conversions to provide partial relief to satisfy creditors. Just look at AIG. In fact, in a significant proportion of bankruptcy cases, the debtor has already acquired a sufficient number of votes from the creditors of each voting class, thus making the actual bankruptcy process largely a formality, as with GM’s. So, inside or out of formal bankruptcy, Windstream has the same angle.
I should point out, though, that in the last reported quarter, high speed subscribers in the regions Fairpoint purchased from Verizon declined by 3.3%. The company attributes much of this to “cutover related issues;†in other words, they were too busy integrating their systems after the merger to actually sell their products. This is understandable, but since Windstream and every other telephone company is trying to combat loss of land lines by expanding their premium services, this is disturbing news. Their operating income, although it exists (positive operating income now or eventually is a minimum requirement for saving a company with bankruptcy as opposed to killing it), is very low, just a hair over 1% return on assets, so hopefully there is room for improvement.
Obviously, it is too early to say anything, and the rumor of Windstream even buying the debt has not been confirmed, but since Windstream has embarked on two opportunistic acquisitions already in the last year, it would be a positive development for them to be feasting on Fairpoint’s corpse alongside the other vultures. As for ourselves, we like low-hanging fruit and have no objection if some fruit gets blown off the branch by a strong economic headwind. So, if the rumor is true this is another positive for Windstream, although they might want to recall that acquiring more than they can chew is what killed Fairpoint to begin with.
And if you’re wondering about the Star Trek picture, I kept typing “Farpoint†instead of “Fairpoint,†and I couldn’t find an image that suggests a bankrupt phone company anyway.
Some of you may recognize our old friend the yield hog from the
As to borrowing the money from healthy banks, any effect on the private sector from removing the money would be dwarfed by the fallout from the massive bank run if an investor actually suffered a loss due to the bankruptcy of the FDIC. Of course, since the bankruptcy of the FDIC fund is not seriously an option this is not going to occur. However, it seems to be unreasonable for the FDIC to have to pay interest to one bank on behalf of the depositors of another. Using the Treasury’s line of credit would make more sense, although it does look like another bailout to the banking industry, and banks themselves are not looking forward to higher fees down the road to repay interest and principal.
Calumet Specialty Products (CLMT) is an investment partnership that produces various petroleum products. It currently pays a dividend of 12.3%, and has a P/E ratio of 10.68, so it is almost covered. However, their earnings seem to have been fairly variable over the years and sales have been dropping from their heights, so this is probably not a good source of sustainable cash flow, although their dividends have been covered by operating cash flow, if not net earnings, for three of the last four quarters.
Much of this fiddling with nonrecurrent events is the fault of accounting rules anyway. When it comes to goodwill, writeoffs take on an unusual character. Goodwill represents the purchase price paid to acquire a company that is in excess of the assets of that company. It represents the excess returns available from buying an established company instead of just replicating it, or, if you believe Damodaran, some of it comes from the “growth assets†of a company – the assets it will one day acquire to produce its growth and future excess returns. A lot of analysts advocate ignoring goodwill entirely, when it first shows up as an asset and when it is inevitably written down when conditions deteriorate. After all, if there are excess returns in a business they will show up in the income statement anyway, so counting both the excess returns and the goodwill looks like double counting. Goodwill nowadays, instead of being linearly written down over time, is now written down whenever, in the opinion of accountants, the excess returns it generated are no longer there. Since this essentially trades one accounting fiction for another, I can’t say that it’s solved the problem of dealing with intangibles, but it does make the data more frequently subject to large, discrete abnormalities.
LINE is an oil and gas producer, and the bizarre PE ratio comes from the fact that, like many producers, they use derivatives to hedge their exposure to the price of oil and natural gas. However, accounting rules require them to record the changes in value of their derivatives during each earnings period, but they are not permitted to record the counterbalancing change in the oil and gas they hold. Since LINE holds three to five years’ worth of production of these derivatives, any hiccup in the price of oil or natural gas will affect those derivatives by several times what their current results will be affected by. So, ironically, the derivatives that are supposed to make their operations more stable make their reported earnings quite unstable.
It is, in fact, the New York Times Bestseller List. In a classic investment comedy book, Rothchild’s
As an aside, China has pegged its currency to the United States dollar for a number of years, in order to perpetuate the trade deficit and build up a substantial pile of Treasury holdings. We ran the price of oil up to $140 a barrel just to shake them off, and now they have the flaming nerve to
Obviously, when the market is in a depressed mood bargains are more likely to be available, but the central tenet of value investing is that a security’s price and value behave like a comet orbiting a star; they’re locked together as if by gravity but only on rare occasions are they close. However, it is the nature of all financial assets that they turn into cash sooner or later; for bonds, it’s not only sooner but according to schedule, for stocks, often but not always later because they are constantly selling, buying, and shuffling around assets.
Compass Minerals operates a number of salt mines, and sells rock salt for road de-icing and more refined salt for industrial purposes and consumption by humans and animals. They also produce potash fertilizers. Compass claims to be one of the lowest cost salt providers in the nation, and in the last three years has produced excellent earnings growth, although last year’s high earnings may have something to do with the