Author Topic: ORC.B - Orca Exploration Group  (Read 1428 times)

Sergio8

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ORC.B - Orca Exploration Group
« on: March 06, 2019, 10:55:57 AM »
Traditional high-quality value investing opportunities seem quite rare nowadays (at least to me). Here is one that "the grahamites among us" who are not opposed to owning high quality businesses should love.

Listed in Toronto (on CVE) Orca Exploration Group is a holding company (that publishes consolidated accounts only though we can easily distinguish what is owned at the holdco and subsidiaries with the available information) that holds the following assets:
- 135 M USD in cash and investments
- A 92.07 % stake in PAEM which holds 100% of PAET
- Around 60 million USD of Tanesco receivables (important note: they are owned by Orca, not by PAET)
- Some exploration rights in Italy

All of this trades at around 5 CAD per share, which corresponds to a market cap of less than 135 M USD at current USD / CAD FX rate (35.3 Million shares outstanding).
So we are essentially getting the 92.07 % PAEM stake as well as Tanesco receivables for free.

What is this PAET business and what is it worth?

I'll start with the PAET valuation, as I just need to prove that it is very positive for the investment to be interesting.

PAET has been recently valued at 265 million USD net of debt (325 million USD on a gross basis) in the Swala deal where Swala Oil & Gas took a minority stake in the company as shown here: https://web.tmxmoney.com/article.php?newsid=5892942606822805&qm_symbol=ORC.B

Swala might have overpaid, but the valuation doesn't look silly either. PAET will likely generate between 30 and 40 million USD in cash from operations in 2018 and this amount is likely to increase significantly in 2019 as daily production is expected to be between 50% and 87.5% higher than in FY 2018, as shown by the latest corporate presentation: http://orcaexploration.com/pdfs/OEG_presentation_22_2_19.pdf
The company can produce those cash-flows with minimal sustaining capex (1-2 million per year).
The production should increase even more in the next 9 - 18 months as new gas plants come online in Tanzania.

So now, what does PAET do?

PAET is the leading gas producer in Tanzania. They sell natural gas at contracted prices (thus no risk from commodity price fluctuations here) to the Tanzanian utility (Tanesco) and to industrial customers.

PAET is profitable since 2003 despite lots of issues in Tanzania, the major one being that its main customer, Tanesco, did not pay its bills on time between 2012 and 2017, which resulted in the Tanesco receivables being written off the balance sheet.

The situation is currently normalizing as Orca is recovering those amounts (Tanesco is reducing its debt every quarter). The company expects to recover them in full as well as some interest for the delay (around 15 million USD).

This is a high quality business, with ROA higher than 25% and I expect that it will increase over time as Tanesco is now current on its bills and production is likely to increase (first in FY 2019, then even more in 18 months as additional gas plants come online in Tanzania).

PAET will operate its current field until April 2026, and the date may be extended in the future.

There are potential catalysts

- The company started to pay dividends recently. In FY 2018, we received 0.6 CAD per share in total. The company now intends to pay quarterly dividends, with 0.05 CAD per share in March. We can hope that the dividend will increase as the production increases.

- The company may use its excess cash for acquisitions as some Oil & Gas assets can be bought at reasonable valuations currently (some companies like International Petroleum are even built on this premise). The CEO believes he can target acquisitions at 2-3 x EBITDA multiples for assets that can be quickly cash-flowing and meaningfully increase FCF per share.

- The company is likely to screen on Price to Book and Price to Earnings as the cash builds up and earnings increase.

- Should Swala succeed in raising capital, they could buy up to 40% of PAEM at a 265 Million USD valuation. This would be huge!

The risks seem limited considering the current valuation

It would take a lot of bad things for PAET to have negative value: it should burn cash, or Tanzania would have to seize its assets and try to impose a fine to Orca. I believe the company is a good operator that was careful when writing its contracts in the first place and that Tanzania should not be interested in killing it when it desperately seeks more international capital investments.

Valuation

I would say that value doesn't matter a lot here as we get everything for free, but let's take a quick stab anyway.

- Cash and investments can be valued at 135 M USD
- The PAEM stake can be valued at 245 M USD net of debt (Swala deal valuation)
- The Tanesco receivables can be valued at 60 M USD without accounting for interests (face value of receivables net of payables)

Summing those numbers, we get 440 M USD, or almost 17 CAD per share (say 16.5).

We may have some upside to that if a good deal gets done with the cash and when Orca receives interest from Tanesco, whithout even mentioning the possibility of an extension of Orca's contract in Tanzania beyond April 2026 (this would be huge).

We may also assign a holdco discount to that as management needs to be paid. Let us say that one compensates the other (as 15 million in interest should offset capitalized "compensation liability") and that fair value should be somewhere around 16.5 CAD per share.

Under any reasonable assumption, the optionality of this investment looks compelling to me: heads I make multiples of my money, tails I shouldn't lose much.

Just wanted to share that here before any catalyst may materialize (although the long-term outcome shouldn't depend too much on those). Interested in your views if anybody studied this business.
« Last Edit: March 07, 2019, 01:40:19 AM by Sergio8 »


writser

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Re: ORC.B - Orca Exploration Group
« Reply #1 on: March 07, 2019, 06:22:55 AM »
Thanks for the write-up! Interesting idea. Couple of quick, stupid, questions if you don't mind:

1. Why did Orca borrow $60m from the IFC in 2015/2016 at 10% interest _and_ "an annual variable participatory interest equating to 7% of the cash flow of PAET net of capital expenditures" while they appear to have had more than enough cash in the bank? I guess they'd rather take out a loan at these terms than invest their own money in Tanzania? Or not? What was the upside here?

2. The company paid $2.6m "associated with the sale of the 7.933% interest in PAEM in January 2018 in accordance with the terms of the Loan". So I guess ORCA also pays a participatory interest if they sell a stake in PAEM, or at least as long as they are borrowing? Does that imply a ~$32m hit if they sell the entire sub?

3. Are the cash and investments on the balance sheet all at the holding level or are these assets held at PAET level? I.e. if some of these assets are at the PAET level they might already be included in the $265 valuation (i.e. as is the debt on the balance sheet).

4. At what point do they have to actually pay the 'additional profits tax'?

When you are dead, you do not know you are dead. It's only painful and difficult for others. The same applies when you are stupid.

Sergio8

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Re: ORC.B - Orca Exploration Group
« Reply #2 on: March 07, 2019, 09:11:43 AM »
Thanks for your interest and questions (that are far from stupid!).

1. Back in 2016, when times were extremely difficult in Tanzania, the former CEO (late David Lyons) did not want to commit Orcaís capital for growth capex and needed help from the World Bank to recover the Tanesco receivables (Tanzania / Tanesco received money from the World Bank when it was on the brink of bankruptcy). Orca has always kept the cash hoping to be able to diversify from Tanzania someday by making an attractive acquisition (they have been very patient). David Lyons always managed his companies carefully and didnít want to commit Orcaís cash (of which a substantial part was his own).
Of note, Orca still guaranteed 30 million on the debt, though this is less than a year of cash-flows going forward. I expect PAET to stay profitable, so the guarantee shouldn't be accounted at the holdco level right now in my opinion (but should be right before the debt maturity, which is still quite far in the future).

2. Yes, you are right: under the initial deal, should Swala increase its stake to 40%, almost 35 million of IFC debt would need to be repaid, so ~ 32 Million remain (if Swala successfully raises the money to increase their stake).

3. Almost nothing is in Tanzania according to management (both late previous CEO and new CEO): Dividends to Orca are paid as quickly as practicable, and cash goes out of Tanzania almost as soon as it is received.
The PAET valuation was done on a cash-free basis and net of the full debt amount as shown by the link explaining the Swala deal (please see first post).

4. The full amount is payable at the end of the license in 2026 (this is a PAET liability as well) and the provision is regularly adjusted based on estimates of future production until that date.

Hope this helps. Feel free to tell me if anything is unclear.

Foreign Tuffett

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Re: ORC.B - Orca Exploration Group
« Reply #3 on: March 14, 2019, 10:15:10 AM »
Thank you Sergio8 for the idea.

My approach to valuing this:

1) Add up all their cash, investments, and other non-operating assets (TANESCO receivables, Swala preferreds). All together, I think these are worth ~$152 million

2) Subtract out the $60 million loan, and the estimated NPV of the "additional profits tax" liability ($42 million)

3) By my math, @ $5.05 Canadian per share you are "buying" their ~92% ownership of PAET for ~$84 million USD. That looks attractive relative where it was valued in the recent Swala transaction. Even if you discount to Swala transaction valuation by 50%, it continues to look attractive. 


This is a complex situation, and there are lots of estimates involved in the above #s.

As always, this isn't investment advice, and you'd be dumb to take investment advice on this name from someone (me) who only very recently learned the location of Tanzania.

Sergio8

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Re: ORC.B - Orca Exploration Group
« Reply #4 on: March 15, 2019, 06:26:58 AM »
Thanks for your input Foreign Tuffett.
 
There is indeed more than one way to skin a cat, and your approach makes sense as well. I wouldn't call this situation complex though as we have a company trading at 3x FCF (expected to grow) on a market cap basis, without even considering its huge net cash position (135 Million if you look at Orca as a holding, ~ 75 Million if you only look at the consolidated numbers) and Tanesco receivables. If we account for cash and receivables (at any level), the future earnings power of this company comes for free!

In my opinion, this kind of price tag removes a lot of the complexity from this situation.

In my first post, I really tried to lay it out with my understanding of the "real structure and business" of this company though it is of course also very cheap on a consolidated approach basis.

In addition to what we already said, one could also argue that this company trades at half the valuation of the Swala deal alone without even accounting for any other asset (net cash + net Tanesco receivables).

The valuation is pessimistic from every angle I can envision.

Honestly (I could be biased / overconfident here considering that I have followed this business for a while), even though I bought my first shares at significantly cheaper prices in 2013, I would argue that the company has never been that cheap compared to its fundamentals in its whole trading history than it is today.
The situation was much worse in the past as the company's cash-flows were deteriorating, and all valuation multiples were higher (I would have been reluctant to talk about it as a conservative investment back then, though I already liked the situation very much).

Sergio8

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Re: ORC.B - Orca Exploration Group
« Reply #5 on: Today at 10:27:46 AM »
Just published an article detailing my analysis of the company on SA: https://seekingalpha.com/article/4250018-orca-exploration-group-highly-profitable-business-free

This may be a good way to get the analytical process challenged by investors or get some feedback on this kind of ideas. We'll see.