Dana Gas 1Q18 Earnings - No Sign of Change in DG's Prospects

"Looks Like the Runway's Too Short Even with Jet Engines"

DG reported net income of USD 14 million equivalent for the First Quarter of 2018. 

On an annual basis, that’s an ROE of roughly 1.9% based on the very simple assumption that each following quarter will have the same NI of USD 14 million and that equity will increase by the same amount.  

However, as the Company’s directors noted in their report, 1Q18 income benefited from a USD 13 million reversal its share of accrued operating costs at Pearl Petroleum no longer needed because of the settlement with the KRG.  Thus, 1Q18 operations generated a pathetic USD 1 million in net income.  Annualizing that amount results in net income of USD 4 million for 2018 and a projected ROE of 0.15%.  

DG is likely to do better than either of these scenarios.  

But it’s hard to see it reaching an ROE commensurate with its risk profile or performance robust enough for thinking creditors.  

The settlement with creditors will result in interest expense for 2018 between USD 23.3 million and USD 25.7 million, depending on the take-up of Tranche A.  Calculated as (a) USD 700 million for the first 7 months of the year at 4% and (b) either USD 420 million (full take up of Tranche A) or USD 560 million (no take up of Tranche A) for the last 5 months of the year at 4%.  When compared to 2017’s USD 66 million, this is a “savings” of roughly USD 40 million to USD 43 million.     

The Company will also benefit from the reversal of two months of interest accrued in 2017 on USD 700 million or roughly USD 5.8 million.  This represents the difference between 9% and the negotiated 4% which is retroactively effective as of 1 November 2017 based on the draft restructuring terms.  

In my post on 2017 net income I made the case that if one deducted non-operating items DG’s reported net income of USD 83 million was actually a loss of USD 57 million.   

Let’s make projections for 2018 based on both 2017 net income as reported and net income as adjusted (by AA) for non-operating one time events.  

If we add an interest “benefit” of USD 50 million (a generous round-up) to 2017 reported net income, 2018’s projected net income is some USD 133 million.  Projected ROE is roughly 4.5% compared to 2.94% for 2017.  An improvement but still well below what I’d consider --and hope you would too--the required return for a company with DG’s risk profile.   

If we look at my calculation of an operating loss of USD 57 million for 2017, and are a bit more generous on the interest benefit (USD 57 million), then on an operating basis DG breaks even in 2018.    

Neither scenario should be comforting to equity holders.  

Creditors thinking of Tranche B may want to “think again” particularly as the restructuring and proposed dividends are likely to significantly reduce DG’s cash this year. 

Dana Gas Sukuk First Look at Restructuring Terms

Dr. Arqala Will See You Now

On 5 June Dana Gas reported progress in reaching an agreement with 93.69% of its sukukholders for a “consensual” restructuring.  Later this month DG will be seeking shareholder agreement to the deal which was outlined in a 13 May press release.  

AA has just resurfaced after an intensive several months of work (not every investment turns out well) so initially missed the 13 May press release. 

While fully detailed terms haven’t been released yet, let’s take a first look at what we know. 

The USD 700 million sukuk which matured in October 2017 will be restructured in two tranches.  

Tranche A – Early Exit Option 

Up to a maximum of 25% of the face amount of the existing USD 700 million sukuk (USD 175 million) will be offered for immediate payment at 90.5% of the face amount of the sukuk.  Those responding within 7 days of the formal offer (“early election”) will receive an additional 2.5% flat of the face amount or a total of 93%.   No interest will be paid.  

Assuming a 31 July conclusion of the deal (roughly DG’s target date) and full take-up of the USD 175 million Tranche A, some USD 13.1 million in interest will be due-- 6 months at 9% and 9 months at 4% (the new “profit” rate) because DG’s last interest payment appears to have been made in April 2017.    

Including the “to-be-lost” interest in the calculation results in an effective discount of the total amount owed to holders of 15.8% or, if the early election is made, 13.5%. 

Tranche B – 3 Year Sukuk Maturing 31 October 2020  

The sukuk will have a three-year tenor starting from 31 October 2017 – the maturity of the existing sukuk.  It will be structured as a “wakala” with underlying “ijara” / “deferred sale” obligations.  

The new “profit rate” will be 4% per annum. 

Holders who make an early election to enter the deal will receive a similar 2.5% flat fee of the face amount of their tendered sukuks. 

DG will make an upfront payment of 20% of the face value of the existing instrument allocated to Tranche B (75% of USD 700 = USD 525).  This will result in a new sukuk with a face amount of USD 420 million. 

The terms call for a prepayment of 20% of the face amount of the existing sukuk (USD 105 million) within the first two years, i.e. no later than 31 October 2019.  That will reduce the sukuk to USD 315 million.  If DG does not make the prepayment within the specified time, the profit rate will increase to 6% per annum.  

DG will be allowed to pay dividends up to 5.5% of the paid in capital of DG (USD 1.9 billion equivalent) or roughly USD 105 million per year, subject to a minimum liquidity requirement of USD 100 million.  The dividend allowance is not tied to actual cashflow. 

All net free cash proceeds from the results of the NIOC arbitration and sale, if any, of Egyptian assets for repayment of the Sukuk.  There are also provisions relating to the buyback of the new sukuk under certain circumstances.  Not particularly clear, but then this is a summary.  

DG’s May 2018 Corporate Presentation appears to provide some additional information on this latter topic. Comments on page 5 state that, if Tranche A is not fully taken up, DG will use the remaining amounts allocated to Tranche A to buyback new sukuk at the market price within 9 months of closing of the restructuring.  If there is insufficient offer, then DG will prepay sukukholders pro-rata at par.   From the wording it seems that when the May report was issued, no deal had been struck with sukukholders. So these terms may not have been modified.   

Danagaz WLL has apparently been removed from the security package, perhaps compensated with the above. 

Comments 

Better Structure: Shorter tenor, more periodic amortization, additional “collateral”. 

You’ll recall, and if you don’t AA will remind you, that very early on AA wrote that the sukukholders needed to shorten the tenor (from five years), obtain interim principal repayments (no bullet structure) and secure more collateral.  To an extent that seems to have occurred.  To be very clear, AA is not claiming any credit for this outcome.  The sukukholders’ advisors don’t need AA to tell them the obvious.  

Reaching agreement is like some telephone calls with President Macron.  One doesn’t know all the details or what the course of negotiations was.  Like sausage one just has to eat it.  No doubt the case here.    

But as an outside commentator, AA will exercise his right to highlight things that might be better without the responsibility to make them so. 

Prepayment Failure: Doesn’t trigger acceleration of maturity.  

Failure to make the interim prepayment does not appear to constitute an event of default that allows acceleration of the sukuk.  Ideally it should be particularly given this issuer. Rather the penalty seems to be only an increase in the interest rate.  Realistically, if the Company can’t pay, a higher interest rate won’t be much deterrence.  

Dividend Payments:  Risks of cash leakage controlled?   

According to the transaction summary, approximately, USD 105 million in dividends can be paid each year—subject to maintenance of the USD 100 million minimum liquidity requirement—because  the dividend “allowance” is based on USD 1.9 billion in paid-in-capital at a 5.5% rate.  It is not tied to DG’s cash generation which would be preferable from a creditor standpoint, i.e., dividends tied to new cash generation.  

We don’t have sufficient details about the minimum liquidity requirement to know if it protects against leakage of cash needed to repay principal via dividends.    

The key issues are that DG's ability to generate cashflow from operations has been volatile, there are operating issues in Egypt and the UAE, much of its USD 636 million in cash as of 1Q18 will be expended on the restructuring, and the dividend allowance on its face appears overly generous.   

Over the past five years DG’s cashflow (defined as the net change in cash on the Statement of Cashflows adjusted to remove non-operating cash receipts–the sale of 5% of Pearl to RWE, the RWE dividend, the KRG/Pearl settlement, new borrowings, etc.) has been very volatile, averaging approximately USD 46 million per year.  While future cashflow (2018 forward) will benefit from an approximate USD 50 million a year reduction in interest expense, there seems to be little margin for error, absent asset sales or settlement with NIOC., the timing of which appear uncertain, if they will occur at all.  That’s particularly the case if sizeable dividends are paid.   

At closing of the restructuring, DG will have expended some USD 300 million of its USD 636 million in 1Q18 cash and banks (an amount which excludes USD 140 million earmarked for development of Pearl).  The prepayment on Tranche B will use another USD 105 million, reducing the remaining 1Q18 cash balance to USD 230 million and the sukuk principal to USD 305 million.  

Compounding risks, the final principal payment may be due shortly after the prepayment.  If it’s made on the last day (31 October 2019), only 12 months will remain until final maturity.  

Tranches A and B:  Sukukholders’ interests aligned?

The early exit option and ongoing market buybacks represent a potential preference to some creditors over others.  It will be interesting to learn, if possible, if those institutions that elect early exit were key in negotiating the restructuring.   There is a fundamental conflict of interest between those who are whole dollar creditors and those who acquired their stakes at a discount.  

Which option would you choose? 

So having raised that point, what would AA do if he had been unwise enough to purchase the sukuk?  

Take the early exit for three key reasons.  

First, if one doesn’t trust a potential business partner or issuer, one simply doesn’t do business with him.  No need for any further analysis.  

Second, if basic legal protections are lacking in a market, you can’t rely on the law to compel your counterparty to comply with the contract or the local courts to execute the judgments of foreign courts.  You are on the high wire without a safety net.  Usually, this is another deal breaker, unless your business puts the burden of risk preponderantly on the counterparty.  For example, you are a seller of investments rather than a buyer.  But is it worth the risk and bother?  

When the Ruler of Dubai created the DIFC, he sent a very clear message about the state of the law and courts in the UAE.  If you weren’t paying attention then, the recent decisions of the Sharjah Court hopefully caught your attention.  

Third, at the issuer level, DG exhibits high operating and credit risks.  Weak performance and a contration in squirrelly markets (that’s a technical term in case you don’t know).  DG has a “rich” history here (but not in the financial sense).  Future prospects do not appear bright. 

 

More Nonsense from Gulf News About the Qatar Crisis

Here’s another gem from the Gulf News re the Qatar crisis under the headline:  “Qatar’s defence of Iran drives further wedge with neighbours”  with the subheading “Comments by defence minister prove Qatar’s arrogant position when it comes to solving year-long crisis”.  

Just what did Qatar’s Defense Minister ("QDM") say to prompt such criticism?  

Let’s read GN's charges.  Words in quotes are verbatim from the GN article cited above. 

First, the Qatari Defense Minister “defended the Iranian nuclear deal despite criticisms from Arab states that the deal has empowered Tehran to wreak havoc in the region.”   

As AA reads the GN’s charge, it’s clear that the QDM did not defend Iran but defended the JCPOA, a position shared with the former President of the United States, Australia, Canada, China, the EU, France, Germany, Ireland, Japan, the Netherlands, Norway, Russia, Sweden, and the UK – all no doubt as arrogant and intransigent as Qatar at least in the eyes of the GN.  Citations here and here.  

Interestingly, neither Kuwait nor Oman have adopted the “Quartet”'s position. 

Also Tehran’s influence/actions in the region pre-date the 2015 JCPOA, e.g., the Huthis seized Sana in 2014, Tehran has been supporting the Syrian Government since before  the JCPOA, and its influence in Iraq also predates the JCPOA.  While JPCOA's negotiations concluded in 2015,  the agreement came into effect in January 2016 (“Implementation Day”). I suppose one, perhaps the GN, would argue that actions before 2015 or 2016 did not consist in wreaking havoc.

Second, the QDM said that “Qatar would not ‘go and fuel a war’ in the region and called for engaging in talks with Iran” and that a war with Iran would be “very dangerous”.  

That seems an eminently sensible position on general terms.   

But for a region that has seen the sad consequences of wars in Iraq, Libya, and Syria a bit more caution on war would seem to be in order.  

Finally there is the lesson of 1967.  If you’re bogged down in a war in Yemen, best to keep your head down with regard to further military adventures, particularly if the potential new adversary’s power is a multiple of the current adversary in Yemen.  

GN had another article earlier "Lack of Wisdom Prolonging Qatar Crisis".  The article referred to above is perhaps an exemplar of the headline.  

Expect more to come as I clear out from under a rather busy past three months.