The ERCOT market remains volatile and uncertain primarily stemming from the February 2021 weather event and resulting energy crisis. There is litigation among various market participants and potential legislative reform is being considered, all of which remain uncertain. Assuming that the Company was unable to recover any of the additional advances made to ERCOT Project 1 (as outlined above), the Company’s allocable share of losses in the first quarter would, when taken together with loan-related interest income that is not expected to be accrued and other impacts stemming from the aforementioned actions taken to maximize the recovery of loans made to ERCOT Project 2, be $23.3 million, or approximately $4.00 per share (such loss would be recognized by the Company as a reduction in equity in income of the Solar Ventures). However, it is difficult to estimate first quarter impacts related to these exposures in absence of, among other things, the completion of fair value measurements of loans outstanding at the Solar Ventures at March 31, 2021, which require various valuation inputs that were not available as of the filing date of this Report. Further, additional events may occur that could cause this estimate to change by amounts that could be material.
I saw in the 10-K that MMA ceded control of the workout process to the capital partner. Remind us how -- like new origination portfolio management decisions are handled at the Solar Ventures now that MMA is kind of certainly the minority partner in those ventures. And if the capital partner has made more pro rata contributions, I guess, in addition to you, does it become even more minority partners since the February storm?
Sure. So I guess, a couple of different things on that, Matt. So the investor member partner and MMA jointly approved new investments, and the new investments do not find their way into the Solar Ventures, unless both partners approved. So that has been the case from the beginning of time. And I think that there's only been one instance where there was not a consensus to approve a loan. And in that instance, MMA approved it, and they made did the whole loan, MMA got repaid substantially as underwritten.
And I think I just want to kind of point that out that we generally view things very similarly through kind of a credit lens. You're correct that when MMA became a minority investor in the Solar Ventures, that decision control over workouts was ceded to that investor member. But I think it's also important to note that kind of Hunt has the expertise relative to this business, right?
The loans that got originated and asset managed are all done by Hunt on behalf of the Solar Ventures. And while decision control for workout has been ceded to the investor member, the investor member to date has kind of generally followed the lead of Hunt. And I think that we probably would have kind of made the same decisions if we were kind of co-decision makers throughout the process since we have been a minority investor.
With respect to your question as to where the investment ratio is since the February storm, there have been additional investments, and I'm working for it in the K, from the investor member disproportionately to MMA. And you can see it on Page 5 of our filing, we've noted that the MMA's investment interest -- economic investment interest in SCL and SDL has fallen to about 38% as of March 24.
And did that happen since the February storm or before? I guess, my question is more, is your capital partner like still fully committed kind of after these events, I mean, if they're still inserting new capital into the Solar Ventures?
Yes. They are.
Okay. And then you kind of touched on this before, but kind of the risk management and guidelines and constraints that resulted in over half of the UPB being with a single sponsor in a single market. I guess, are there any changes that have happened to those 2? I guess, the portfolio management guidelines to kind of reduce this -- the chance of something like this happening in the future.
And then kind of alongside of that, is there any risk to the revolving credit facility going into the fall as a result of these 3, I guess, projects potentially being in workout status and no longer being eligible for the revolving credit facility kind of borrowing base?
Sure. So I'll take the first part and maybe ask Megan to kind of fill in some of the color on the second.
So there are a variety of lessons learned. One is market based, right, with ERCOT kind of -- or cuts a little different than kind of the rest of the markets that facilitate solar projects that we lend to throughout the country. And we're currently not looking to originate any future investments in ERCOT until kind of we can get greater insight on potential legislative reform and also taking into account all sorts of litigation that is kind of active in that market right now.
I think the other thing that we've kind of learned from this process is that focused -- focusing on large projects at an early stage as we did in this kind of late-stage development loan for each of these projects carries risk relative to -- if there is not an ability to flip the project as was originally anticipated.
The sponsor, and not uniquely, but the sponsor had a business model where they basically gathered all of the puzzle pieces, so that kind of the puzzle, the final project could be put together, that they basically were looking to flip the project at NTP, notice to proceed, for construction. And they had been very successful and, as I said, successful with the first loan that we did with them.
But the lesson learned is that you may need to commit additional capital to keep the project on schedule if there isn't an ability to flip NTP and cause construction financing to kind of repay the late-stage development loan. There are other lessons learned, but that's probably the most significant, both with respect to the market and the product type.
With respect to the revolver, we're constantly kind of in discussions with the lenders in that credit facility to make sure that it works as we hope it would. Megan can kind of speak to the details relative to the impact of these loans to that facility, but I don't think you should necessarily be troubled at all by kind of that -- the standing of that facility. Megan?
Yes, Thanks, Gary. I guess, generally, we're in compliance with all of our kind of debt covenants and managing the revolving credit facility and the borrowing base to appropriately capture the troubled status of the loan. And you're correct that we are not getting borrowing based credit for the loans, but can remain in compliance kind of with the borrowing base requirements and the facility in general. So it's actively being managed.
Okay. And then I guess just one kind of broader question. So I've been an investor for 7 or 8 years at MMAC. And kind of since the Hunt transaction, I think that was done like $33.5. And now we're -- I guess, now we're pro forma $36.5 or a little less than that, $35.5 after the $4 potential hit.
And we've tried a persistent discount that kind of time. We haven't had any real benefit from the Hunt platform in terms of new investment verticals. We can't seem to market the stock to ESG investors, despite the incredible tailwinds in that theme.
There's about a $90 million gap now between kind of what I would call pro forma book value and where the market cap is. The termination fee at Hunt is about $25 million. I guess, what kind of strategic -- like what's the strategic plan? I mean, it almost looks like it makes sense to me that we could put this company into -- fully in the runoffs and make a considerable investment kind of from where the current share price is.
So great question, Matt. I think that it's safe to say that the Board is constantly looking at opportunities to enhance shareholder value and is very focused on the gap between share price and kind of the value of the company, however you define that, whether that's adjusted book value per share or some other metric, right?
In the past, we had been thinking about kind of return of capital policy that has not been put in place at the moment, but the Board is looking at kind of -- all kind of avenues to enhance value and including raising the stock price. We're -- it's difficult in that the company is small, and it doesn't have a formal following among an analyst pool, and that has been a problem for quite some time.
With respect to the fact that we're not doing equity offerings, Hunt would very much -- just like the shareholders, would like to get the stock price up, so that additional equity could be offered in an accretive way since Hunt is compensated based upon a management fee on the adjusted book value.
But it's difficult, right? There are certain constraints relative to the NOLs as to trying to preserve that value, so that we don't have to pay tax liability in the near term, but it is difficult. And I think that the ESG tailwinds have been there for a bit. I think that they've probably gotten stronger since the new administration came in with respect to solar. But obviously, we have not been able to get traction on that, and kind of the events in February kind of make that somewhat difficult at the moment.
- The Hunt platform has added no value to MMAC, the Solar Ventures all precede the Hunt transaction in 2018, no new investment verticals have been added that you could attribute to MMAC being apart of a larger investment platform.
- Former CEO Michael Falcone resigned unexpectedly, likely this was just a botched retirement, but given that there was no new blood at the Hunt level able or willing to come in and take leadership of entity (Falcone was months later named Chairman), might signal Hunt's wavering commitment to MMAC.
- The company has failed miserably at capturing the ESG trend.
- Due to the structure of the Solar Ventures and MMAC's minority interest now, their capital partner has the right to receive any distributions from the JV disproportionately until we're back to 50/50, which means that not only does MMAC not have cash flow to either pay a dividend and attract the yieldco crowd or repurchase stock like the good old days, but potentially as good loans roll off their capital partner could receive the full proceeds until the partnership is 50/50 leaving MMAC with more exposure to problem loans than they already have today.
Luby's (LUB) is a restauranteur that is officially in liquidation now, LUB released its first filing under the liquidation method of accounting. By making a few reasonable adjustments you can come up with a liquidation value higher than the stated $3.82/share versus the market price of $3.32/share today.
Under the going concern basis of accounting, we accounted for our operating leases as described below. Under the liquidation basis of accounting, we value the operating lease right-of-use assets at
zero, since we do not expect to receive cash proceeds or other consideration for the right-of-use assets.
In fiscal year 2020, we terminated and settled our remaining lease obligation for 16 closed restaurant properties and negotiated an early termination date and reduced lease payment at one operating restaurant property. In the first quarter of fiscal year 2021, we terminated and settled our remaining lease obligation at seven closed restaurant properties. Subsequent to the first quarter of fiscal year 2021, we settled one addition lease obligation for a closed restaurant property. While the amounts paid to settle our lease liabilities varied, in the aggregate, we have settled these 24 leases for approximately 25% of the total undiscounted base rent payments that would otherwise have been due under the leases through their original contractual termination date. Although we can offer no assurances that we will continue to settle any lease obligation for less than its recorded values, any future settlements at less than the recorded value of the related lease obligation would increase our reported net assets in liquidation.
Lastly, these are tiny nano-cap OTC oil and gas trusts, please be careful and do your own research before investing in either. But I mentioned ECA Marcellus Trust I (ECTM) in my Year End 2020 post as a potential liquidation scenario, while the latest 10-K indicated that ECTM had not triggered the threshold for a liquidation as of year end, I still anticipate the trust doing so in the next several quarters, its current "NAV" is $0.97/unit versus a current price of $0.29/unit, leaving plenty of room for either bloated expenses or shenanigan's related to a liquidation auction.
For December 31, 2020 as the Trust assets now meet the criteria for Held for Sale, the impairment was determined by taking the estimated fair value less the estimated cost to sell the assets. Fair value was derived from relevant market pricing related to the sale of a similar asset that was sold recently pursuant to a sale process conducted by a third-party advisor.
The Trustee expects to complete the sale of the Trust’s assets by the end of the third quarter of 2021 and to distribute the net proceeds of the sale to the Trust unitholders on the following quarterly payment date. The Trust units are expected to be canceled shortly thereafter.
Thanks. The oil and gas trusts in particular look interesting.ReplyDelete
Have you looked at Wheeler REIT Series D preferreds (WHLRD)? Dave Waters has a very good write up here: https://otcadventures.com/?p=2181. Since then there was a tender offer which resulted in Stilwell's fund tending their shares for the low end of the range, and things seem to have improved significantly for the company.
I have looked at WHLRD, its on my short list of things to buy, but currently waiting for a few ideas to play out or others to cross over into long-term gains before freeing up some capital.Delete
It’s not a marketing/ PR problem, the whole structure stinks- Minority partner, external management. This is just a lousy setup where I vectors are likely to get screwedDelete
MDC, can I ask what steps you'd take to market the fund to ESG investors? I'd start by changing the company name to something like Renewable Energy Lending Solutions, Inc.; having management participate in a couple of virtual sell-side conferences each quarter; and putting together a (polished-looking) annual report.ReplyDelete
Those would be good starts, and then somehow lobbying themselves to get included in some of the ESG/solar ETFs, as we've seen with some of the ARK ETFs, just getting into a hot theme (like ESG) can be an incredible tailwind.Delete
For an externally managed yieldco/REIT/BDC, the stock is the product. You can see their failure now in their inability to fund capital contributions to the solar ventures, if the stock traded anywhere near book value, then they could issue shares and invest the proceeds at the IRRs they claim, would be hugely accretive. But because they trade at such a discount, are subscale, expenses soak up most of those IRRs and thus shareholders don't realize it, it is stuck in no man's land. Hunt should be marketing the hell out of this company right now and for some they're not or just completely whiffing on the opportunity.
RoE once MMAC has reinvested in solar the proceeds from the remaining legacy assets should be very respectable (thanks to the healthy NIM arising from the profitable pre-operations lending niche.) Meanwhile, the business is genuinely good for the planet. The problem is that management simply hasn't marketed the company (in a determined way) to ESG investors. Fortunately, MMAC has a new leader. Hopefully, he'll take the common-sense steps necessary to market the fund. As a shareholder I'd be perfectly happy if Hunt just marketed the fund and -- as problem assets resolve -- bought back stock.Delete
(Needless to say, I'd also be fine if management put the company into runoff. The return would be substantial. But I'm happy to give an ESG-friendly business the benefit of the doubt provided new management starts marketing the fund.)
Only pushback would be that Gary Mentesana isn't really a new leader, he's been with the company for a long time and has been the 2nd in command for a while. For better or worse, don't think he represents a new direction or the company.Delete
great note. re LUB, can you please source where you saw that the co said they thought they would sell all RE/restaurants by the end of the fiscal? I thought i saw 'year end Dec21 with a final liquidation by June 2022' in the latest 10-Q?ReplyDelete
Obviously this will really affect the IRR of the trade so want to try to understand exactly when the remaining op biz and RE gets sold. thanks!
I was going from memory, I was probably a little too casual on that as you're right, it matters from an IRR perspective. From page 15:Delete
"it is estimated that most restaurant operations would cease operations under our ownership by the end of fiscal 2021"
That's different than the real estate, but overall asset sales are expected to be substantially completed by the end of 2021. I'm a little uncertain when the cash will actually show up in shareholders brokerage accounts, my initial impression from last year has turned out wrong, so my working assumption personally is we'll see bulk sometime in late Q1 2022.
I'm not sure about SDTTU. It was written up on VIC and the author there seems to think that half of the book value related to the sale of assets goes back to Sandridge. So only 5% or so upside.ReplyDelete
I think the author has made a mistake and isn't reading the indenture language properly, I believe the 50% going back to the sponsor only applies on the formal termination date and not an early one. Read the recent 10-K, seems to back my view.Delete
Also a bit casual on the upside, of course there will be some expenses and commodity risk, but also some royalty revenues in the meantime between now and the final liquidation.
Yes I read it, I think you're right... Not fully sure, but I think...Delete
I too wasn't sure about this so I contacted their IR and they confirmed that 50% of the royalty proceeds would not go to Sandridge in the case of early termination.Delete
I haven't invested in a situation like this previously so am just learning but I think the Net investment in Royalty Interests stated at $5,250k at 31-Dec-2020 will need to be further amortized between now and sales date to reflect the further depletion of the O&G. That would reduce the value of the Royalty Interest and therefore the amount available for distribution, but some offset would come from the potential income.
While they intend to distribute the sales proceeds from the Royalty Interests after Q3 what remains unclear is for how long, and how much of their cash reserves will be held. I found this very confusing from reading their 8Ks and 10Ks but guess it will be about 500k.
Well, this doesn't seem good: https://www.otcmarkets.com/stock/sdttu/news/story?e&id=1872863ReplyDelete
OKLAHOMA CITY, April 22, 2021 /PRNewswire/ -- SandRidge Energy, Inc. (NYSE:SD) (the "Company") today announced the acquisition of all the overriding royalty interest assets of SandRidge Mississippian Trust I (the "Trust"). The gross purchase price is $4.85 million (net $3.55 million, given the Company's 26.9% ownership of the Trust) ("the Acquisition").
$4.85m with 28m units/shares outstanding means acquisition at $0.1732!
That's just the royalty interests, doesn't include the cash. It is a slightly disappointing sale since the 12/30 value was $5.25 million.Delete
So are you thinking around $0.29-$0.30 when including the cash?Delete
Yeah, sounds about right, then maybe they hold back $0.02/share, so something like $0.27-$0.28 for an initial distribution? $0.00-$0.02 for a final sometime later?Delete
However, this seems quite disappointing: "However, as a result of the Trustee’s establishment of a provision for the Trust’s potential liabilities under the securities litigation described in the Trust’s annual and quarterly reports filed with the SEC, the Trustee does not expect that there will be cash available for distribution until such litigation has been resolved. The Trust units are expected to be canceled thereafter. The Trust will remain in existence until the filing of a certificate of cancellation with the Secretary of State of the State of Delaware following the completion of the winding up process."
This pushes the timeline probably much further than Q3 2021.
Anybody notice the recent appraisal bump to $3.98/shr for $LUB?ReplyDelete
Any reason why SDTTU is trading so poorly? with above average volume too.ReplyDelete
MDC, a big THANK YOU! to you. Your picks made my year. CLNC, PFX, MMACReplyDelete
Thanks, I appreciate it, been a great year thus far, wild news today.Delete
Nice work on MMAC. Looks like the board still has a pulse. Take-under announced today better than a long drawn-out affair IMO. FA gets a deep discount to adj NAV but takes on the risk that additional mgmt mis-steps have yet to surface.ReplyDelete
Thanks, yeah as I tried to lay out in the post and my questions, their structure didn't make sense anymore, Fundamental Investors clearly agreed. Price might be a dollar or two low, but within the range of reasonableness once you back out the Hunt termination fee and other uncertainty that Fundamental is taking on, but they're also in the best position to know what that uncertainty is, its almost a management buyout in that respect.Delete
Full PPP forgiveness like you ordained, 7 more sites under contract that seem like may increase the liquidation preference but company now guiding to $4.89/share.
Thanks as always for sharing your thoughts.
I'm guessing the $4.89/share is still conservative, just letting this one play out.Delete
Are you still in ECTM? My basis is around $.3. It’s obviously become a sizable position. A lot of things in the current environment signal to me that NG prices stay elevated for long/form a new baseline; the lake of NG under us would be the argument against that thought… the dividends have nearly covered my basis. If you’re still holding, do you plan to just stick it out? That’s what I’m leaning toward.ReplyDelete