Category: Issue Comments

Index Construction / Reporting

LBS.PR.A : Financial Statements & Some Comparatives

I was asked on an old thread to comment on this issue in the light of the release of the split-share corporations first audited financials through Brompton’s dedicated web page.

LBS Balance Sheet, 2006-12-31 (Simplified by James Hymas)
Assets (thousands)
Good Assets 311,659
Assets only an accountant could love 14
Total Assets 311,673
Liabilities  
Misc. Liabilities 3,010
Preferred Shares 120,000
Total Liabilities 123,010
Shareholders’ Equity 188,663
Total Liabilities & Equity 311,673

OK, so remember from the example of Sixty-Split that the Asset Coverage Ratio is defined as Total Money Available / Total Money Required.

Total Money Required is the redemption value of the preferreds: $120-million.

Total Money available is the Shareholders’ Equity plus the amount already earmarked for the prefs less the miscellaneous liabilities (because they get paid first or, at least, earlier) and also less the ephemeral assets of $14-thousand (because they will evaporate prior to the preferreds coming due AND because if the company gets wound up tomorrow there’s no actual cash to be gained from them), or $188,663 + $120,000 – $3,010 – $14 = $305,639.

Correction, posted 2007-4-11 : There is an error in the above. There is no need to subtract the $3,010 in miscellaneous liabilities because they were never added in the first place, since the positive figures being used come from the liability side of the balance sheet. Thus, the cash available is $188,663 + $120,000 – $14 = $308,649 and the coverage ratio is 2.57:1.

Another way to arrive at this number is consider the total money available to the company on liquidation, less the amounts that have to be paid out before the prefholders get paid: $311,659 – $3,010 = $308,649.

Which just goes to show, you have to be careful with this stuff and, if possible, check it with a different method!

Therefore, the Asset Coverage Ratio is $305,639 / $120,000 = 2.55:1.

Or, to put it in DBRS terms, there’s downside protection of 60.7% … in other words, the assets could lose 60.7% of their value and there would still be enough in the kitty to pay off the preferred shareholders (although the capital unit holders would lose their shirts).

Just how much asset protection one wants is a function, in part, of just what the assets are. If LBS held a portfolio of Junior Uranium explorers I would be more concerned, but I take the view that the LBS portfolio of big Canadian Banks and Insurers isn’t going to drop by that much any time soon. I’m happy with the coverage.

By way of comparison, the recent DBRS rating of CFS.PR.A as Pfd-1 started off the summary with:

The rating of the Preferred Shares is based on the following:

(1) The available downside protection, which is 57% to the principal amount of the outstanding Preferred Shares at closing.

….

A full analysis is more complicated than that, obviously, but it is clear that on an Asset-Coverage basis, LBS.PR.A has nothing to be ashamed of. So now let’s go to the income statement:

LBS Income Statement (thousands) (Simplified by James Hymas)
Income  
Dividends, Interest & Lending 2,038
Expenses  
Fees (547)
Expenses (185)
Brokerage (66)
Total Costs (799)
Preferred Distributions (1,304)
Capital Unit Distributions (2,981)
Realized & Unrealized Capital Gains 26,858
Total Change In Net Assets 23,813

It should be remembered that these figures are derived from operations for the period October 17 (commencement of operations) to December 31. We’re interested in ratios, not absolute numbers, so we’ll assume – for now, for the purposes of this analysis only – that this INITIAL PARTIAL period gives a good indication of what may be expected (in terms of ratios) for FUTURE COMPLETE periods.

An assumption. For now.  

So: we want to find out the income coverage. Total income for the period is $2,038 [thousands throughout] and is of a nature that appears to be sustainable. We’ll cut the boys a little slack, and ignore the $66 transaction costs … they had to invest all their money in the period, their first since inception, and given that the corporation takes a passive stance towards the stock portfolio, it’s not very likely to recur to the same extent. At the end of the period, they held a total of just over six million shares, so their COMMISSSIONS paid amount to just over a penny a share, which is entirely reasonable.

We have no idea, from just these figures, whether their trading was done competently or not. It is entirely possible that these guys are the most reckless idiots in creation and overpaid for their stock big-time, to the amount of $1.00 per share. It is also possible that they’re the smartest, toughest negotiators & traders in the world and UNDERPAID for their stock, to the amount of $1.00 per share. This somewhat vital information, which may usually be relied upon to be a much greater number than piddly little commission expenses, is completely missing from such completely simplistic moronic idiocy as the Trading Expense Ratio, which, for instance, mutual funds are required to report by policy of the Canadian Securities Administrators, in an apparent effort to ensure that the gullible think they understand something.

But one way or another, we’ll exclude commission costs from the expenses, in the belief (hope?) that they were largely a one-time thing.

So to calculate income coverage, we come up with $2,038 – $547 – $185 = $1,306 presumably recurring net income after expenses, to cover preferred share distributions of $1,304.

Not quite an exact match, but close! We’ll say that income coverage is 100%, for purposes of this analysis. That’s pretty good! The figures shown in my article on split shares are even more out of date than they were when I wrote it, but serve as a reasonable benchmark. One Hundred Percent coverage implies that preferred shareholders may expect that there is a reasonable chance that they will get their dividends without the company having to dip into capital, thereby reducing the Asset Coverage Ratio.

All sorts of bad things could happen in the future, of course. What if the company is too generous in its distributions to the Capital Unit holders (there are limits to this under the prospectus; determining whether these limits are good enough is left as an exercise for the student)? What if all the banks cut their dividends to zero in response to taxation changes? You can never predict the future, but you can extrapolate the present … as long as you retain a healthy skepticism towards this and any other extrapolation (and watch the financials to ensure that you like what’s happening!), the income coverage on this issue looks quite good.  

Not quite as good as DBRS noted for CFS.PR.A:

(3) The Interest Coverage Ratio test of 1.5 times for the Preferred Shares, which ensures a high level of protection to the holders of the Preferred Shares.

but good enough for investment grade.

DBRS rates this issue Pfd-2. There’s a chance I might quibble about this rating if I did a very thorough analysis of comparable issues and historical performances … but there’s nothing in these financials that makes me suspect that such a rating is completely out to lunch.

I’m happy with the rating. That does not imply anything at all about whether I think that LBS.PR.A is a good investment at this time at the current price.

Remember the Tech Wreck? Everybody and his shoe-shine boy was telling everybody else that ‘The Internet is going to change all our lives, and therefore Nortel is a fantastic buy at $110!’. Well, yeah. The internet is going to change our lives. And Nortel is a fine company (although perhaps I should have chosen another example, a company that can keep a set of books, for instance). BUT. BUT. BUT. That does not imply it should be bought irregardless of price.

First you determine value. Then you determine price. Then you subtract. Then you make an investment decision.

So, anyway, I’m not going to comment much on the investment characteristics of LBS.PR.A. I’m happy to rant and rave on and on about issues I consider lousy, but for discriminating between “Weak Sell”, “Hold”, “Buy” and “Strong Buy” (which aren’t actually terms I use, but serve as examples), you’ve got to be a client.

Or, soon (very soon!) a subscriber to PrefLetter!

But, out of the kindness of my heart, I’ve uploaded a recent evaluation of the HIMIPref™ Split-Share Index, to give interested readers a place to start.

Issue Comments

DFN.PR.A: Text of Special Resolution Released

As previously noted, shareholders of DFN.PR.A will be meeting on April 24 to consider a special resolution, the text of which has now been released:

BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:
1. The Articles of Dividend 15 Split Corp. (the “Fund”) be amended to extend the termination date of the Fund to December 1, 2014.
2. The directors and officers of the Fund be and they are hereby authorized and directed to take such action and to execute and deliver all such documentation as may be necessary or desirable for the implementation of this special resolution.
3. Notwithstanding the provisions hereof, the directors of the Fund may revoke this special resolution at any time prior to the endorsement by the Director of the Certificate of Amendment under the Business Corporations Act (Ontario) giving effect hereto without further approval of the shareholders of the Fund.

A very good deal for DFN.PR.A shareholders to continue providing financing at 5.25% (as a dividend! Interest-Equivalent of (for rich people in Ontario) of 7.35%! It’s very kind of the Capital Unit holders to give the idea any consideration at all!

Issue Comments

FFN.PR.A : Special Resolution Released

As previously noted, FFN.PR.A shareholders will be meeting on April 24 to vote on a special resolution. The text of this special resolution has now been released:

BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:
1. The Articles of Financial 15 Split Corp. II (the “Fund”) be amended to extend the termination date of the Fund to December 1, 2014.
2. The directors and officers of the Fund be and they are hereby authorized and directed to take such action and to execute and deliver all such documentation as may be necessary or desirable for the implementation of this special resolution.
3. Notwithstanding the provisions hereof, the directors of the Fund may revoke this special resolution at any time prior to the endorsement by the Director of the Certificate of Amendment under the Business Corporations Act (Ontario) giving effect hereto without further approval of the shareholders of the Fund.

This is a great deal for preferred shareholders, since the prefs pay 5.25% of redemption value and are trading at a premium. Votate Si!

Issue Comments

FTN.PR.A Special Resolution Released

As previously noted, FTN.PR.A shareholders will be meeting April 24 to vote on extending term.

The text of the actual resolution has been released:

BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:
1. The Articles of Financial 15 Split Corp. (the “Fund”) be amended to extend the termination date of the Fund to December 1, 2014.
2. The directors and officers of the Fund be and they are hereby authorized and directed to take such action and to execute and deliver all such documentation as may be necessary or desirable for the implementation of this special resolution.
3. Notwithstanding the provisions hereof, the directors of the Fund may revoke this special resolution at any time prior to the endorsement by the Director of the Certificate of Amendment under the Business Corporations Act (Ontario) giving effect hereto without further approval of the shareholders of the Fund.

If passed, this is free money for the Preferred shareholders, given that the prefs yield 5.25% of their redemption value.

Issue Comments

FTS.PR.C / FTS.PR.E / FTS.PR.F : What will the Agencies Say?

It has just been announced that:

Kinder Morgan, Inc. (NYSE: KMINews) today announced it has entered into a definitive agreement to sell Terasen Inc. to Fortis Inc. (Toronto: FTSNews), a Canadian-based company with investments in regulated distribution utilities, for approximately C$3.7 billion including cash and assumed debt.

Fortis has the three captioned preferred issues rated Pfd-3(high) by DBRS and P-2(low) by S&P. No reaction to the news from the agencies as yet, but I’ll keep everyone posted!

Update & Bump : Standard and Poors have placed Fortis on Credit Watch Positive, due to a (virtually?) simultaneous sale of equity subscription receipts:

Terasen’s petroleum pipeline business will not be included in the acquisition. Fortis also announced that it has agreed to a bought deal that will result in at least C$1 billion in new equity being issued via subscription receipts. The equity will be used to finance the C$1.4 billion cash portion of the acquisition.
     “We believe the acquisition, if completed, will not deteriorate and could even improve Fortis’ credit quality,” said Standard & Poor’s credit analyst Kenton Freitag.

Update: DBRS has confirmed Fortis at Pfd-3(high):

From a financial risk perspective, DBRS would anticipate a modest decline in consolidated interest coverage metrics, given the existing levels of debt at the acquired entities; however, DBRS anticipates a modest improvement in non-consolidated credit metrics, given that the transaction is predominantly equity financed, coupled with the historical strength of TGI’s dividends. 

Overall, DBRS views the predominantly equity-financed acquisition of regulated assets as a good strategic fit for Fortis. Given the financial and business risk impacts described above, DBRS views the proposed transaction as credit neutral to slightly credit positive, as reflected in the confirmation of the ratings.

Update (for navigation purposes) : FTS.PR.F is a relatively recent issue.

Update and bump: Fortis has announced:

that it has closed its bought deal offering of Subscription Receipts (the “Offering”) underwritten by a syndicate of underwriters led by CIBC World Markets Inc., Scotia Capital Inc. and TD Securities Inc. (the “Underwriters”), resulting in gross proceeds to the Corporation of $1,151,150,000.

Fortis entered into an agreement, on February 26, 2007, with the Underwriters under which they agreed to purchase from Fortis and sell to the public 38,500,000 Subscription Receipts at $26.00 each for gross proceeds to the Corporation of $1,001,000,000. The Underwriters have exercised their over-allotment option and purchased an additional 5,775,000 Subscription Receipts at a purchase price of $26.00 each for gross proceeds from the over-allotment option to the Corporation of $150,150,000.

So … maybe we will be seeing an upgrade!

Issue Comments

S&P Upgrades TD Bank ( TD.PR.M / TD.PR.N / TD.PR.O )

S&P has upgraded TD Bank … upgrading banks seems to have become something of a habit for ratings agencies lately!

The credit rating has been improved to “AA−/Stable/A−1+” from “A+/Positive/A−1”. Canadian Dollar preferred shares have been improved to “A” from “A-“. It’s not entirely clear to me whether the Preferred Share National Scale Ratings (P-1(low), currently) have been changed or not, but I suspect not.

More later.

Later, more: S&P have issued their press release:

(Standard & Poor’s) March 15, 2007–Standard & Poor’s Ratings Services today said it raised its ratings on The Toronto-Dominion Bank (TD Bank), including the long-term counterparty credit rating to ‘AA-‘ from ‘A+’. At the same time, Standard & Poor’s raised its counterparty credit rating on TD Banknorth, NA to ‘AA-‘ from ‘A’ and its counterparty credit rating on TD Banknorth Inc. to ‘AA-‘ from ‘A-‘. The proposed privatization of TD Banknorth and its strong strategically important status resulted in the lift in the rating notching. The equalization of the ratings on TD Banknorth, NA and TD Banknorth Inc. reflects the expectation that TD Bank would support the holding company, TD Banknorth Inc., as much as the operating bank. The outlook is stable.

It does not appear that the NSR Preferred Share Rating has changed.

Index Construction / Reporting

RY.PR.F : Another New Issue Staggers to Market

The issuers and their salesmen must be trying to extract every dollar from this market since the new Royal Bank issue announced nine days ago staggered to market, trading 395,889 shares and closing at $24.75-80, 73×29. It opened at $24.90, the high for the day.

It seems buyers of new issues only get rewarded by Split Shares nowadays! And, of course, when you buy a split share new issue, you generally get saddled with a capital unit as well.

This issue has been added to the HIMIPref™ database with a securityCode of A45015, replacing the preIssue code of P37500. A reorgDataEntry has been processed.

The issue has been added to the HIMIPref™ PerpetualDiscount Index.

More later.

Later, more

Royal Bank 4.45% Perp New Issue & Comparatives
Data RY.PR.F RY.PR.A RY.PR.E
Price due to base-rate  22.65 22.65  22.90 
Price due to short-term -0.34  -0.34  -0.34 
Price due to long-term 1.27  1.27  1.28 
Price to to Cumulative Dividends
Price due to Liquidity 1.66  1.66  1.67 
Price due to error -0.04  -0.04  -0.04 
Curve Price (Taxable Curve) 25.20  25.20  25.47 
Dividend Rate $1.1125 $1.1125 $1.125
Quote 3/14  24.75-80 24.89-95  25.11-15 
YTW (after tax) 3.58%  3.57%   3.60%
YTW Date 2037-3-14  2037-3-14   2037-3-14
Credit Rating (DBRS) Pfd-1 Pfd-1 Pfd-1
YTW (Pre-Tax) 4.51%  4.50%  4.53% 
YTW Modified Duration (Pre-Tax) 16.42  16.40  16.29 
YTW Pseudo-Convexity (Pre-Tax) -21.37  -33.51  -54.33 

Observant readers will note that there have been large changes in the YTW Modified Duration and the YTW Pseudo-Convexity. This will be a common occurance when the issue’s price is near its inflection point, as shown on the following graphs:

More later.

Later, More: : I have uploaded some HIMIPref™ reports regarding RY.PR.F on its announcement date, to wit (note that all referenced yields are after-tax):

The enormous effect on duration that a miniscule change in yields produces – the yield difference between the 2016 scenario and the 2037 scenario is less than 1 basis point – shows just why pseudo-convexity is so important! In valuation terms, uncertainties of this nature are discouraged by HIMIPref™ via the optionDoubtPenalty which keys off the optionDoubt attribute, which proxies pseudo-convexity fairly effectively.

I really need to write an article about this stuff.

Issue Comments

BCE.PR.G : HIMIPref™ Valuation Warning

As has been noted, BCE.PR.G is the new symbol for BC.PR.B, and there have been technical problems within HIMIPref™ over the conversion.

The reorgDataRecord for this conversion has been set up with the reorgType REORG_TERMCHANGE. This decision was made due to the lower credit rating on the new shares, as discussed by DBRS:

DBRS notes that prior to this exchange, the Bell preferreds were rated at Pfd-2 with a Stable trend. However, upon exchanging for new BCE preferred shares, the former holders of the Bell preferreds will now have a security that is rated lower resulting from the structural subordination that legally still exists between Bell and BCE. This exchange will now result in approximately $2.7 billion of preferred securities at the BCE holding level.

It was decided that the change in credit rating was significant enough that prior data regarding the trading of this issue should be discarded, just as it is when embeddedOptions or annualDividend gets changed … which happens seldom enough that there is little way of testing any procedures.

On its initial day of trading, volume of BCE.PR.G was 19,081 shares, which set its initial liquidityMeasure to a value greater than the YIELD_CURVE_COMPONENT_CALCULATION_LIQUIDITY_MAXIMUM; that is, HIMIPref™ now thinks that this is a highly liquid instrument, with liquidity for which the market will pay a hefty premium. This state of affairs will last until (and assuming!) the liquidityAverage is reduced through the operation of the instrumentVolumeInfoDecay. This process will probably take about a month at current settings.

The high calculated volume has set the curvePriceComponent corresponding to yieldCurvePremiumLiquidity to a very high value, that is almost certainly spurious – I do not expect the issue to trade 19,081 shares every day just because it’s now a borderline credit.

Therefore, Users of HIMIPref™ are urged to disregard valuations and trade recommendations for BCE.PR.G until the situation has normalized.

I find it fascinating that this warning is not necessary for users of the portfolio method, which has been discussed recently. This is because the optimizableParameter instrumentPriceDisparityValuation has a much lower value in the portfolioMethod (0.086) than in the issueMethod (1.035).

Update & Bump, 2007-03-14 : In response to the comment/query from Drew, I have uploaded the following charts prepared by HIMIPref™:

The outlier confused things and the recent relatively heavy volume has confused things even more! I believe the indicated averageTradingValue is too high at the moment and will require a little more time to determine whether the reasonable value. We should know by month-end.

Note that this caution only applies to users of the issueMethod, which trades like crazy and for which liquidity is very important (since it’s not just enough to get into a position, you have to get out!). Users of the portfolioMethod may use the HIMIPref™ values without a qualm.

Issue Comments

FFN.PR.A : Meeting to Extend Term?

Financial 15 Split II Corp. has not had many of its preferred shares redeemed since issue:

Financial 15 Split II Preferreds Outstanding
Period Action Shares
2004-10-15 Issue 6,700,000
FY 2006 Redemption (49,900)
Current Outstanding   6,650,100

The shares are not redeemable by the company (the “Redemption” in the table above is actually Shareholder Retraction, but I’m following the language of the Annual Report): capital unitholders who wish to retract must tender a pref, or get the company to buy one in the market on their behalf.
The company has announced that:

they will hold a special meeting of the shareholders on April 24, 2007. Shareholders of each Fund are being asked to consider a special resolution to amend the articles of Fund to extend the mandatory redemption date for the Class A Shares and the Preferred Shares of each Corp. to December 1, 2014.

This will be a good deal if the 5.25% dividend isn’t decreased simultaneously! I’ll write more as details become available.

Issue Comments

FTN.PR.A : Meeting to extend term?

Financial 15 Split Corp. is in the happy position of having increased its preferred shares outstanding since issue:

Financial 15 Preferreds Outstanding
Period Action Shares
2003-11-14 Issue 10,600,000
FY 2004 Issue 300,000
FY 2006 Redemption (190,762)
Current Outstanding   10,709,238

The shares are not redeemable by the company (the “Redemption” in the table above is actually Shareholder Retraction, but I’m following the language of the Annual Report): capital unitholders who wish to retract must tender a pref, or get the company to buy one in the market on their behalf.

The company has announced that:

they will hold a special meeting of the shareholders on April 24, 2007. Shareholders of each Fund are being asked to consider a special resolution to amend the articles of Fund to extend the mandatory redemption date for the Class A Shares and the Preferred Shares of each Corp. to December 1, 2014.

This will be a good deal if the 5.25% dividend isn’t decreased simultaneously! I’ll write more as details become available.