Dundee Corporation

Dundee Corporation

DC-A.TO
Dundee CorporationCA flagToronto Stock Exchange
3.55
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307.88MMarket Cap

Q3 FY2017 · Earnings Call TranscriptNovember 15, 2017

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Executives

John Vincic - Investor and Media Relations David Goodman - CEO Mark Goodman - President Lucie Presot - EVP and CFO Richard McIntyre - EVP and COO

Analysts

Mark Kearns - GMP Securities Jayme Wiggins - Intrepid Capital Funds Brett Reiss - Janney Montgomery Scott Luis Hernandez - Private Investor Unidentified Analyst - Stim Group

Operator

Good morning. My name is Christina and I will be your conference operator today.

At this time, I would like to welcome everyone to the Dundee Corporation Q3 2017 Conference Call and Webcast. All lines have been placed on mute to prevent any background noise.

After the speakers’ remarks, there will be a question-and-answer session. [Operator Instructions] Thank you.

Mr. John Vincic, you may begin your conference.

John Vincic

Thank you, operator. Good morning everyone and welcome to Dundee Corporation’s 2017 third quarter results conference call and webcast.

The company’s financial results were issued last night and are available on our website at dundeecorporation.com. Before we get started, please be advised that the information discussed today is current as of September 30, 2017 unless otherwise indicated and that comments made on today’s call may contain forward-looking information.

This information by its nature is subject to risks and uncertainties and as such actual results may differ materially from the views and expectations expressed today. For further information on these forward-looking statements, please consult the company’s relevant filings on SEDAR.

Also please be reminded that all currency amounts discussed on today’s call are in Canadian dollars unless otherwise stated. Our presenters today are David Goodman, Dundee’s Chief Executive Officer; Mark Goodman, President; and Lucie Presot, Executive Vice President and Chief Financial Officer.

Joining them for the question-and-answer session following the conclusion of the formal remarks are Richard McIntyre, Executive Vice President and Chief Operating Officer; and Eric Klein, Executive Vice President, Business Development. And now, I would like to turn the call over to David Goodman.

David?

David Goodman

Thank you, John. And thanks to everyone for joining the call this morning.

Two key strategic achievements underpin the success we enjoyed in the third quarter. The closing of the UHIC transaction with Delonex and the start of operations at Parq, Vancouver.

Our casino and real estate development project in Vancouver. The UHIC transaction provides us with attractive economic exposure to a world class oil and gas development asset in the Republic of Chad, while significantly reducing expenses related to this business.

And that Parq, the commence of operations allows us to pivot from funding the project to a ramp up that we hope will ultimately deliver cash flows to Dundee. I'd like to thank all of our employees and partners at both companies for their contributions to this important accomplishment.

An important milestone for Dundee and are critical to our broader efforts to reposition our business. In spite of these two key success stories the quarter was not without its challenges.

At Blue Goose, under performance and integration challenges at Tender Choice let us to make a change in senior management. Mark Goodman will discuss this in greater detail shortly but I'll say we remain optimistic that longer term Tender Choice acquisition will help improve overall results at Blue Goose.

During the quarter, we saw steady performance from our portfolio of investments resulting in a gain of just over $15 million. Year-to-date market appreciation has reached $48 million and more importantly the trend of improved portfolio performance that began in early 2016 has continued into 2017.

This is important as increases in the overall value of our investment portfolio support our liquidity on a broader basis providing us with more financial flexibility to run our business. And finally, we continue our focus on cost containment and expense reduction.

Our corporate G&A continues to trend lower and our efforts are reflected at the head office level across key businesses. Looking ahead, we expect to see lower interest rates at the corporate level as we redeemed some of our series five 5 prep shares early in 2018 and continue effort to rationalize our real estate needs.

Now I'd like to turn the call over to Mark Goodman for a brief review of some operational highlights for the quarter. Mark?

Mark Goodman

Thanks David. As David noted earlier there are some positive trends in our business and we are happy with the opening of Parq Vancouver and the completion of the UHIC transaction with Delonex.

Of course, our portfolio was much broader than just those two projects and very complex as well, it requires significant amounts of oversight and involvement from team members at our corporate office as well from members of senior management at the respective investee firms. And for that I'd like to acknowledge the hard work and commitment of our team members this quarter.

Now let me briefly discuss some of the highlights within the portfolio. The opening of Parq Vancouver and the start of operation is a clearly a consequential achievement for Dundee and our partners in the project.

Gaming operations in seven of the eight restaurants and lounges have been fully operational since opening night in late September and now both the Douglas and JW Marriott hotels have begun welcoming guests with the majority of rooms operational. As part of the planned ramp up, we expect all hotel guest rooms and convention and meeting facilities to be fully operational during the fourth quarter.

We also anticipate the eighth restaurant high end Steakhouse to be completed and open in time for the holiday season. Parq Vancouver is clearly the crown jewel in our real estate portfolio with the potential to become one of the leading entertainment destinations in Vancouver.

We look forward to providing a more detailed update on our operational and financial performance in early 2018. The closing of the UHIC transaction with Delonex is the other major milestone for Dundee in the quarter.

As David noted, we retained significant economic exposure to a world class oil and gas deposit in the Republic of Chad. The transaction entitles UHIC to bonus payments on first oil and a royalty stream on two very promising production licenses.

With the transaction closed, UHIC is in much stronger financial position with nearly $15 million in cash on hand, a streamlined expense profile and future cash payment expected from the funds currently being held in escrow. This is very positive outcome for UHIC and Dundee and I'd like to thank all of our team members at both companies for their hard work and perseverance in helping close this transaction.

At Blue Goose, we continue to face challenges with the integration of the Tender Choice business. While we still believe that longer term Tender Choice is a solid business that will help the overall repositioning of Blue Goose, in the near term there are some very important issues to address.

As noted in our news release, subsequent to quarter end, operations at Tender Choice poultry processing facility in Burlington, Ontario will be shutdown for approximately 30 days in order to complete required repairs, maintenance and plant upgrade. Upon completion, we expect the plant will be in full compliance with the Canadian Food Inspection Agency requirement and will return to normal operations in mid December.

In spite of the fact that Tender Choice has generated nearly $90 million of revenue year-to-date and also added much needed diversification to our business, the decision was made to impair goodwill associated with the transaction. And currently we have also reduced the expected future contingent payment related to this transaction, resulting in an after tax loss this quarter of $9.6 million.

And finally we accepted the resignation of Ben Nikolaevsky from the position of President and the daily oversight of Blue Goose operations has been assumed by Richard McIntyre, Executive Vice President and Chief Operating Officer of Dundee Corporation. Richard possess deep quality assurance, quality management and operations oversight experience gained in various consulting capacity.

He is working closely with the team of Blue Goose to implement the facility repairs in a timely manner to return operations to normal as quickly as possible. More importantly, we continue to believe in this business and are committed to its turnaround and future success.

Now let me turn to a brief update on Dundee Resources. As noted last quarter, much work has been done to rationalize and reposition this portfolio for success.

Subsequent to quarter end we were instrumental in creating another early stage gold exploration company named Orford Mining through a three cornered amalgamation involving True North Nickel and Focus Capital based in Toronto, Orford's principal assets are Qiqavik and the West Ragon comprising a land package totaling over 70,000 hectares in the Cape Smith Belt of Northern Quebec and properties in the US, Carolina Gold Belt. The Qiqavik gold project in Quebec with several new high grade gold discoveries along a mineralized in excess of 40 kilometers.

Orford is running into a highly prospective land in a Carolina Gold Belt as well near the recently restarted Hale Goldmine. Orford has a large land package and strong balance sheet and is fully financed to carry its 2018 exploration program and is led by proven management team which is supported by strong board of directors.

This formula has found success for us in the past. We are excited about the prospects for Orford.

Going forward we will continue to leverage this active hands on approach to seek other ways to create value within Dundee Resources portfolio. This concludes my review.

I'd now like to turn the call over to Lucie Presot for the financial review. Lucie?

Lucie Presot

Thanks very much, Mark, and good morning, everyone. Consistent with my remarks in prior quarters, my comments today are intended to provide a brief review of the company's financial performance as reflected in our financial statements.

We are reporting earnings in the quarter of $1.3 million, increasing our year-to-date earnings to $2.9 million. After accounting for $10.1 million of losses which are attributable to non controlling interest in our various subsidiaries.

Net earnings attributable to our shareholders were $11.4 million in this quarter, representing earnings of $0.15 per share on a fully diluted basis. This increase is the earnings attributable to our shareholders on a year-to-date basis to $15.3 million, or $0.16 per share on a fully diluted basis.

The determination of net earnings this quarter is quite complex and is a result of some significant gains offset by some significant losses many of which are one time items that relate to specific transactions that we completed in the quarter. In order to better understand what transpired in the quarter, it maybe easier to look at our net results in three components.

First, we look at the large transaction oriented gains and losses and their effect on net earnings. Secondly, we will look at the effect of our portfolio of investments including to mark-to-market gains in the quarter.

And finally, we look at underlying operations including operating results of our subsidiaries as well as head office cost. So let's start with the discussion of the transactional gains or losses first.

As both David and Mark indicated in their remarks this morning, we opened the doors to the casino at Parq Vancouver in late September 2017 and we continue to ramp up operations there after. While this is a significant milestone for us operationally, it does not have a consequential effect to our financial statements in the third quarter.

There is no gain or loss to recognize at this time and there will be no change to how we account for our investments. In fact, we'll continue to account for this investment using the equity method with the result that when we report our year end financial result to you in early 2018, we'll include our share of operating income generated by the Parq Vancouver project in the fourth quarter of this year as part of our own income.

In the quarter, we booked the sale of United Hydrocarbon's production sharing contract to Delonex Energy. And so doing we removed all of the assets that were related to that business including our deferred exploration cost and replaced them in our financial statement with a net asset that we received, being cash of CAD$25 million, net of escrows and holdbacks of CAD$15 million.

A bonus amount which we discounted and risk adjusted to CAD$31 million and a royalty stream which we valued initially at CAD$136 million. United Hydrocarbon's operations prior to the transaction were in US currency and we had deferred foreign exchange gains related to those operations in other comprehensive income.

We've now crystallized those foreign exchange gains and included in our third quarter earnings to $64.4 million of non cash foreign exchange gains related to this transaction. The operation of Dundee Energy subsidiary, Dundee Energy Limited Partnership are consolidated and reported within our financial results.

During the quarter, the lender to Dundee Energy Limited Partnership may demand for payment for approximately $57 million outstanding under their credit facility with Dundee Energy Limited Partnership, which Dundee Energy Limited Partnership could not pay. Dundee Energy Limited Partnership subsequently filed a Notice of Intention to Make a Proposal under the Bankruptcy and Insolvency Act.

The greater clarity the lender to Dundee Energy Limited Partnership does not have recourse to Dundee Corporation in respective amount owing under this arrangement. And as a result, Dundee Energy Limited Partnership has initiated a court approved sales process for its asset which we anticipate will result in a transaction late into fourth quarter of 2017 or early in the first quarter of next year.

In our financial statements, we've fully impaired Dundee Energy's pool of undeveloped properties which resulted in a loss of $18.9 million and we also impaired deferred income tax assets worth $18.8 million as we do not anticipate that we will be able to benefit from these assets in the future. At the end of September, we are carrying our investment in Dundee Energy at a small but negative value of $0.6 million.

Finally, during the quarter and with stronger knowledge of the challenges that we faced with integration of the Tender Choice business, we were compelled to reconsider the probability metrics that we had originally applied to the contingent consideration on the acquisition of Tender Choice and ultimately the amount of goodwill. During the quarter, we wrote down the earnout liability by another $10 million and we fully impaired goodwill which we had carried at $23.6 million.

After taxes, these resulted in a loss of $9.6 million. All in these three large non recurring transactions resulted in net $17.1 million gain in the quarter.

Let's now look at the effect to net earnings of our portfolio of investment. A significant part of our portfolio includes investments that are mark-to-market with changes in their fair value being reported directly in our net earnings or loss.

In the current quarter, market appreciation and the value of portfolio holdings increased our earnings by $15.4 million or $48 million on a year-to-date basis. In the current quarter, almost 70% of mark-to-market gains were from our investments in 36.4 million shares of Dundee Precious Metals which appreciated by $10.6 million.

If we compare this to the 2016 results, we experienced market appreciation in our portfolio of $7.9 million in the third quarter of that year and $111.3 million in the nine months ended September 30, 2016. As we've indicated in our previous quarterly report, these changes which are largely driven by trends and information and equity and capital market will continually cause substantial volatility in our operating results.

At the end of September 2017, the value of our portfolio holdings was $363.8 million of which $195 million was in publicly traded security. Since January 1st, we've generated proceeds of $133 billion from our portfolio including $106 million from the sale of our entire position of DREAM Unlimited which we completed in the second quarter of this year and the proceeds of which were used to fully repay amount that we've borrowed under our credit facility.

At September 30th, our investments that we account for using the equity method had an aggregate carrying value of $163 million and during the third quarter we are reporting earnings from these investments of $6.5 million including $6.3 million from our investment in Paragon Holdings, which is the entity through which we owned the Parq Vancouver project. These earnings are not related to the opening of the resort, rather they reflect earnings of $1.3 million from the operations of the old Edgewater Casino before it was shutdown and the gaming activities transferred to our new location of which our shares are about $0.5 million.

The rest of the $6.3 million gain relates to foreign exchange gains resulting from the translation to Canadian dollar a project debt, which is currently denominated in US currency. We continue to monitor our investments in Union Group and we are carrying this investment in over $48 million at September 30th, 2017.

Union Group's investment in ICC Canada is continues to make stride in this industry. In July, it received the necessary regulatory approval in Uruguay to commence sales of recreational cannabis through the pharmaceutical channel.

In addition to the recreational space, it has also advanced its medical cannabis strategy. During the third quarter, it received approval for the important of a hamstring which is rich in CBD and ICC expects to plant over 400 acres outdoor in an ideal climate that would see a harvesting season that runs from October to April of next year.

ICC continues to source and solidify global strategic partnership with CBD oil distribution initially targeting market to Canada, Mexico, South America and Europe. ICC recently announced the $20 million bond deal for 20 million units at a dollar per unit, the proceeds of which will be used to increase the output of the hemp extraction and processing lab and to bolster market expansion effort.

Union Group did not participate in the race and it’s the over allotment option is fully exercised Union Group's interest in ICC was dilute to about 29%. The financing is expected to close around November the 22nd.

Union Group is moving ahead with other strategies that are designed to unlock some of the value this other portfolio holding including its holdings in hydropower and oil and gas. In terms of our operating subsidiaries, they incurred pretax losses of $31.1 million in the third quarter of 2017 compared with pretax losses of $17.7 million during the third quarter of last year.

Again, we'll address the more relevant quarter-over-quarter variances but not necessarily in the order that you may see on your screen. Operations at United Hydrocarbon represents a largest quarter-over-quarter variance in net earnings with losses of $14.3 million reported in the third quarter of this year compared with losses of $2.1 million incurred in the third quarter of last year.

This year's operating results include transaction and other direct cost associated with Delonex transaction including $7.8 million in bonus compensation and $1.3 million in professional fees including investment banking fees. Blue Goose is reporting revenues of $31 million in third quarter of 2017 and a net loss of $5.8 million before the unusual items that we discussed earlier on.

In the third quarter of the prior year, Blue Goose generated revenues of $13.9 million and it reported loss of $7.1 million. We had anticipated a strong third quarter from the chicken processor as this is traditionally the southern grilling season.

While the acquisition of the Chicken Processor has clearly added revenue, provide a cash flow and resulted in improved profitability, we have not seen the quantum that we believe can and should be achieved and as both David and Mark already discussed we are taking initiatives to make the necessary improvements to this operation. Our asset management subsidiaries including Goodman & Company and Dundee Securities are reporting combined losses of $7 million during the third quarter of 2017, compared with losses of $2.7 million in the third quarter of 2016.

As we wound down the business in the provision of support services following the sale of our retail business, we took significant steps in the third quarter of this year to reduce our real estate footprint in downtown Toronto resulting in the write off of redundant leasehold also affecting third quarter earnings is a revenue adjustment of $1.4 million relating to the disposal of the capital market business. A particular note, our investments in Dundee Securities is $30 million at September 30, 2017 and we continue our effort to monetize these assets.

We had a strong quarter at head office, strengthened by over $7 million in cash interest received from an outstanding investment that we had not given value to previously as we were uncertain as to favorable outcome. As a result, excluding income from our portfolio, we incurred a loss in the third quarter of about $0.9 million compared with a loss of about $8 million in the third quarter of last year.

We continue to see the results of cost containment efforts. G&A cost decreased to $4.2 million in the third quarter of the current year, compared with $5.3 million in the third quarter of 2016.

On a year-to-date basis, our G&A cost fell to $12.6 million compared with cost of $17.7 million in the first nine months of 2016. Of course, our year-to-date results in 2017 included $2.2 million difference resulting from a reversal of an accrual for discretionary incentive compensation which we reported on last quarter.

When we adjust for this difference, our operational EBITDA at the head office level which excludes all revenue was a negative $3.5 million in the third quarter and a negative $12.5 million year-to-date. We are reducing our guidance in terms of our ongoing run rates to about $4 million to $4.5 million per quarter or about $16 million to $18 million annually.

We still have some work to do regarding the reduction of our real estate footprint and we'll provide further guidance on that as we firm up arrangement. Our guidance, our interest and dividend cash requirements remains unchanged from what we reported to you in June and will be just over $30 million annually.

As we've done each quarter, let me walk you through the change in our cash resources during the third quarter of 2017. So we started the quarter with cash of $46 million.

We generated cash from operations this quarter of $7 million from which we take dividend of $2 million. On closing of United Hydrocarbon's transaction with Delonex, United repaid $4 million of inter company loan so these proceeds offset by carried cost of $2 million in our wealth management business.

We've received cash from sales or maturities of investments of $8 million, all of which was reinvested back into the portfolio including $5 million reinvested to the Parq Vancouver project. This leaves us with cash resources at the end of September of approximately $53 million at head office and no debt other than our existing Series 5 preferred share.

We have a payment of up to 15 million shares due on our Series 5 preferred share at the end of January 2018. This concludes our third quarter financial review and I'll now turn the call back to David Goodman.

David?

David Goodman

Thank you, Lucie. With the close of 2017 approaching we can begin to look back on a year that's also accomplished much across our business.

We set some ambitious goals and focused on delivering against our top strategic priority. To that end, we've been able to deliver against most of these objectives, while continue to focus on the overarching goal of containing cost and eliminating expenses from our business.

On that last point, we believe we've made significant progress. At the corporate level, we've lowered interest expense, reduced our real estate footprint and manage to contain our G&A.

Businesses in our portfolio that were consuming cash have been sold or streamlined to eliminate or reduce the cash requirements from the corporate office. There is more work to be done in this area but I am encouraged by what I've seen this year and the trends that have emerged in 2017 which we hope to see continue into 2018.

As we closed out 2017 and look ahead to 2018, these are some of the strategic priorities that will garner our attention. The continued ramp up of operations at Parq casino remains a top priority.

We are excited to see this project open its doors and begin welcoming guests. This clearly puts us on a path to be a significant cash flow generation and contributor to the future EBITDA.

Continuing the integration of the Tender Choice acquisition to support the repositioning of Blue Goose is a key focus for Richard McIntyre and his team. In spite of the challenges faced to date we believe the fundamentals of this business is strong and this is reflected in the strong revenues and EBITDA contribution we've seen from Tender Choice since its acquisition a little more than a year ago.

As we work through the issues facing this business, we remain confident in its ability to be a key contributor to Dundee over the longer term. The focus on stabilizing our financial position continues.

We've lowered our interest expense with the elimination of our bank debt. And with the pending redemption of a portion of our Series 5 preferred shares in early 2018, we'll do more to reduce interest expense.

Our strong cash position at quarter end and our portfolio of public investments totaling nearly $200 million provides us with additional liquidity and flexibility to manage our business. Still more needs to be done and our focus on expense management and liquidity will remain a top priority for me and the entire executive team at Dundee.

Before we begin the Q&A session let me take a moment to thank our management team and all employees for their efforts this year. Our business is broad.

And our portfolio of investment is complex. It requires a high level of oversight and engagement on a daily basis.

This is magnified by the fact that much of our portfolio has been in transition, demanding a higher level of involvement from our team. And for that I want to thank each team member for the perseverance and dedication in the face of big challenge.

We have not shied away from the hard work and our efforts are being rewarded and are beginning to manifest themselves improve results. Now we would be happy to answer your questions.

Operator?

Operator

[Operator Instructions] Your first question comes from Mark Kearns from GMP Securities. Your line is open.

Mark Kearns

Good morning. Thought we could --- hoping we could start on United Hydrocarbon.

Just if the team could provide some details on the $30 million first production bond its $136 million royalty fair value. Just how those were calculated?

What the senility looks like on those numbers?

Lucie Presot

Good morning, Mark. So it's Lucie and I'll try to answer that question.

Let's start with the first production bonus. The major sensitivity is there are obviously probability of success and reaching first oil.

And then the second sensitivity is the delay or the time that it will take us to reach first oil in each of the two locations and obviously then we discount that down using cash flow model. And so we've acquired some numbers there.

Those are the main drivers that affect that calculation. So I hope that answers the questions as it relates to the production bonus.

The royalty of course is much more complicated. We have to incorporate again the timeline as to when we expect to reach oil.

We have to incorporate the sensitivity to ongoing oil prices and our projection of what those will be in a timeline that we are seeing extracted from the ground and I guess a largest probability item in that model is the reserve that we think that we can get out of the ground. So all those played into the determination of the value attributed to the royalty -- the royalty stream.

Mark Kearns

Okay. I was just trying to get a sense I would have imagine that there is fairly wide range of possible outcomes here.

Just trying to get sense of where the numbers fall in terms of the range you looked at in terms of how conservative you think these numbers might be or how aggressive they might be compared to you know --

Lucie Presot

So I don't think that they are aggressive. I can tell you that the range is very large anywhere from $25 million to $100 million is not out of scope just because the numbers into the future.

And we got a lot going on. What I can't tell you Mark is that we are going to have to assess this every quarter because it is a mark-to-market item on our financial statement so you begin to understand it more and effect of the various different component as we move forward.

Mark Kearns

Okay, okay, thanks, that's really helpful. Second question maybe just if you could switch over to Blue Goose.

I don't know if Richard is on the call but maybe just some thoughts over. What you hope to accomplish or maybe on the shorter term maybe three to six months to get things sort of stabilize and heading back in the right direction.

Richard McIntyre

Hi, there. Yes, I am on the call, its Richard speaking.

I guess our first priority is to really assess what we are going to have to do to get our facility to standard that we feel happy with. I don't want to go into too much of detail because there is a lot of detail and I have been on the job I think for a week so bear that in mind but some of the industry is going through a fairly large change in terms of how it's being kind of inspected and audited.

A lot of that is driven by what's happen in the US with USDA, they audited a lot of Canadian facilities kind of towards the end of 2016 now led to a kind of finding in the industry at large and we were one of those firms that were actually audited. As I say when the US sneezes the Canada catches the cold and it certainly has changed the industry I guess in terms of how we are going to view it.

So our goal is to understand what those changes are and make sure then we take our existing business and bringing to the standard that is going to lever to operate more effectively in Canada but also in the US which is an important market for us. So that's certainly on Tender Choice side.

I think there is some good momentum happening in the Blue Goose, Blue Goose being so large, we really like the brand and I guess it's going to be about we then taken the brand to more customers and really start to draw that a wider distribution network so that's where really kind of focusing on but for me one week on the job I guess it's really to try yes handle and what's going on the Tender Choice business we've done a huge amount of work in the last few days just to put plans in place to get that business back up and running as quickly as possible and I am pretty happy with the progress so far. And then finally just say is a very experience team has been brought into that business that have got a lot of experience and doing a fabulous job and making this business a lot better.

Mark Kearns

Okay, thanks, thanks, fair enough. I'll just sneak one more here maybe for David or for Mark.

Just thoughts on the asset management business. How much you are prioritizing that for 2018 and where you see that going?

David Goodman

Yes, we like that business so we think it's a natural fit given the backgrounds of our management team and where is the businesses come from but not to lose sight of the fact that we are quite occupied with managing the existing portfolio in Dundee. And we are doing some I'd say heavy lifting to bring some of our larger assets in our portfolio over the line.

A good example of which is United but the Parq casino and Blue Goose are extremely high in our list to both stabilize and bring to a level that doesn't requires as much management time as they are currently requiring. We anticipate it's probably going to take us into Q1 of next year to probably reflect which of our management resources get devoted to expanding our wealth management business and so I think between now and then we are going to run with what we currently have.

We have a smaller footprint. We have good people and our expenses are down.

But in terms of accelerating it and growing it the way we want to grow it that something that we are going to look at probably towards the end of Q1. And make some decisions on how we do that and allocate our human resources and capital resources.

Operator

Your next question comes from Jayme Wiggins from Intrepid Capital Funds. Your line is open.

Jayme Wiggins

Hey, good morning. In the opening comments I think you said Tender Choice has generated $90 million of revenue year-to-date.

My first question was, was that through 9/30 or through this week because when I look at the financial statements it looks like all of Blue Goose was $92 million through 9/30.

Lucie Presot

So I'll take that question. It's the amount that they have generated through from acquisition.

Jayme Wiggins

I am sorry could you repeat that. I didn't catch that.

Lucie Presot

Sorry, Jayme. I am sorry.

That's the revenue that they have generated for us since acquisition.

Jayme Wiggins

Okay. So maybe I misheard, I thought you said year-to-date but I probably misheard

Lucie Presot

So I think we misspoke so our apologies for that.

Jayme Wiggins

Okay. And then I know you just were asked a question about the asset management stuff.

I wanted to ask about the expenses there. I don't know if Q3 is seasonally high for expense.

It looks like it was similar expense to last year. Could you confirm whether that's true or not and why that might be?

Lucie Presot

So, Jayme, it has to do with some of the initiatives that we took in the quarter. The biggest one of which is we've reduced our footprint and let's call we reduced our office space so in doing that we had some redundant lease holds which we need to written off for accounting purposes.

Jayme Wiggins

Okay. Are you able to quantify how big that was inside of Goodman and/or Dundee Securities?

Lucie Presot

Of course we can internally; it's not guidance that we are putting out there. We haven't gone to that level of detail.

Jayme Wiggins

Okay. Well, that makes a little bit tough to just kind of a sense sort of the ongoing expense structure but to Dundee Securities I know there was some wonkiness with our revenue reversal.

And I guess some of the leasehold write-off fell into that as well. But outside of that do you think you are at a place where that business isn't costing you money on quarterly basis?

I think you might a made comment about you are continuing to look at ways to monetize those assets, if I heard correctly on that. So maybe just expand a little bit there.

Lucie Presot

So, yes, we are. So we are carrying Dundee Securities at about $30 million.

That business other than the two small retail businesses that we are running should wind up and we should be able to monetize those assets until it's fully wound up of course it needs to maintain cash to comply with regulatory requirement. So, yes, I think we are at the stage where we have done what we can do.

It should not generate losses going forward. And we'll continue to watch it and monetize as we can.

Jayme Wiggins

Okay. I appreciated the comments toward the end of your opening statements about you are focused on some big assets.

You had some successes there with the United Hydrocarbon and Parq and you are sort of working down the list in terms of the materiality to your overall business. I have asked a couple about some of the smaller operations but I am going to get even smaller and I see something like an AgriMarine, it just seems like every quarter something bad happens.

And it's not a great deal of money but always a little losses kind of add up. So what is the end game plan for something like AgriMarine?

Mark Goodman

It's Mark. Look, we are going to our portfolio rationalizing our investments, we like to AgriMarine are an investment we've had for yes seven years.

We are working with that company. It's an exciting technology in the fish farming business.

But ideally we like to take our portfolio and make it smaller. So I don't think it's a specific question for AgriMarine unless you have a wrong -- I think we would like the portfolio to be smaller and that's the key.

We like to reduce our position.

David Goodman

And with AgriMarine and some of the smaller positions, while they are small if we get a couple of things right on them, they could have a very meaningful win and AgriMarine would certainly fall into that category where yes small investment because we've written it down but if we get things right and the technology is right. It could provide very lucrative written to us in the future.

But what we are doing is we are going to our portfolio from top to bottom and rationalizing it because we have too many names. We -- the management -- I tend to focus on the bigger one with the head management team but we do have a group of portfolio managers that are focused on some of the smaller names.

And we continue to go through them to make that list smaller so that we could focus our attention on the best outcomes.

Operator

Your next question comes from Brett Reiss from Janney. Your line is open.

Brett Reiss

Thank you, gentlemen and Lucy. Questions on Parq.

There was reference to $30 million additional infusion that has to come in. What amount comes from Dundee and will that be in terms of money going in before we start to take money out?

David Goodman

Yes, so the first answer is the $30 million is a business plan for the Parq casino. Dundee is 40% approximate shareholder so our share would be approximately 12.

The second is we believe that should be sufficient that once this is up and running and all the hotels are opened and it's going ramp up is complete that they will be able to generate enough cash flow to accommodate their obligations and their working capital needs. I'd note that in that $30 million, $15 million relates to working capital that we agreed to put in as part of our negotiation with our lender to soften the financial terms of our lending arrangement.

And then there is some -- the balance relates to some increased construction costs and ramp up cost as we -- while the casino opened at the end of September and many of the restaurants, hotels are still ramping up. We anticipate that they will be fully opened probably in the next -- by this weekend is what we would anticipate and we think that's going to make a really big difference on the performance of the asset.

So short answer is I hope it's an up. We remain supportive of the assets.

We are encouraged by what we see and we continue to work our way through it.

Brett Reiss

Right. On the new casino since you've been operating it about a month and half.

Has the casino take because it's a bigger facility than what you expected over the older Edgewater facility that had been operating prior?

David Goodman

I'd say generally we are pleased with what we've seen. It is definitely an improvement over the old Edgewater and it's -- what I'd like to see is how it does with the hotels and full operation but given that the hotels haven't been in full operation, we are pretty encouraged with what we've seen.

Brett Reiss

Right. I went on the website looking at the physical facility I mean it's very impressive.

So I could see why you are excited about it.

David Goodman

We are excited about it. That doesn’t mean it's not without challenges.

It has been a focus of our management team. We've devoted both financial and human resources this, make sure we get it right.

We continue to do so but it is a great facility.

Brett Reiss

Right. Now what has to happen or catalyst to accelerate the timeline on the refinancing on Parq.

David Goodman

Well, practically speaking we do need some runway to show what it can do. And I think having the casino operating without the hotel doesn't provide the type of runway we need.

I think we'll start quite shortly and developing that runway. We might need one or two quarters.

And I think probably looking at mid next year to start that process.

Brett Reiss

Right, right. I am not a big social media person but if I did go on social media, what's been the kind of buzz from people that have had their first time experience with the facility to the extent you monitor that.

David Goodman

I am not sure Brett. I am not a big social media guy myself.

I don't have that answer. I am sure John Vincic will be able to get back to you with that in due course.

Brett Reiss

Okay. And just circling to Blue Goose.

The issues with the Tender Choice facility, that's not going to tarnish or impact the brand.

David Goodman

Really, it's a great question and the management team is focused on using this as an opportunity to increase the Tender Choice brand and certainly not allow it impact our -- the other branding that we have in the organic food. This is an opportunity for us to put our own -- our standard of operational -- of operations in quality into Tender Choice.

The issues that we uncovered were not related to food safety. They were related to maintenance and so we are doing a full court press increasing the maintenance.

We have strong contractual rights in terms of reps and warranties and indemnities and we are working very cooperatively with the prior owner to get this back up and running with limited downside and it's still able to do business, they are still able to sell and deal with our customers using frozen inventory. And so we are working really hard to limit any downside that would be associated -- shutdown and to expedite our ability to get it open and improve and create a very cooperative and good relationship with our regulators.

Operator

Your next question comes from Luis Hernandez, a private investor. Your line is open.

Luis Hernandez

Yes, hello, good morning, everyone. All right basically has one -- well basically two question.

The first one Lucie please confirm you just said the holding company overhead run rate was reduced around to $4.2 million per quarter. So what are you expectation for 2018 on that yearly overhead?

Lucie Presot

Thank you for the question. And again right now our guidance is that it will cost us about $4 million to $4.5 million a quarter to operate, that's before any revenues coming in.

So those are operational cost. So that would translate to about $16 million to $18 million on a yearly basis.

Luis Hernandez

All right, great. And then the preferred dividend on a yearly basis that still around 20.

Lucie Presot

So the dividend that we are expecting to pay on our Series 2, Series 3 and Series 5 shares. We are estimating those at about $13 million annually.

Luis Hernandez

All right, that's good. I thought it was [21], all right, great.

And the second question is basically and obviously this is just an estimate but I'd like to have a feeling on which of the companies do you expect to consume cash next year?

Lucie Presot

I think it's our goal that our subsidiaries become self sufficient. I think that has been our strategic direction since David took the office as Chief Executive Officer in 2014.

So we believe that the company will be self sufficient unless we undertake a major capital program or some type of incentive there. Obviously we are going to need cash to operate at the head office level and I think we've given you some direction there.

Luis Hernandez

All right. As of today you don't expect any of the subsidiaries to consume cash.

And then from a positive point of view --

David Goodman

I wouldn't say that. I think we would expect is that there will be some cash needs in our subsidiaries and we are going to value them on a case by case basis so that our investments come if they do come with the ability to maximize return and be strategically coordinated so that our strategic imperative is that our subsidiaries become financially self sufficient.

And they are not all there. But we set that goal at United Hydrocarbon and its there.

We are setting that goal for the casino; there is more capital that is required at this stage. I am not sure that it would flow into 2018 but it's possible.

I mean the variability in the cash flow of the operation is not 100% predictable right now. I think there might be some small cash requirements for Blue Goose to accommodate its -- it got the one month shutdown and we want to make sure that it's operating at full capacity.

But I don't expect that to be material amount. Some of the other investments we have in our portfolio may present themselves in a manner that we want to make an investment.

So I hope that provides some clarity but I wouldn't assume that the number is zero.

Luis Hernandez

All right, okay, that's good guidance and from something like Dundee Securities and the wealth management platform, Goodman & Company. Do you expect that to consume any cash or not?

David Goodman

Right now we don't expect is to be a much of cash consumer but I'd like to do is take a little bit of pause on that answer and come back to you in the New Year. We want -- we are devoting 100% of our mind and attention now to some of our bigger assets in Blue Goose and Parq casino.

And we want to get them advance to another stage at which point I think we will be able to more accurately reflect on how we move forward in wealth management. Whether we allocate additional capital to it, make an acquisition to it, I am expecting that to have more soft around on that and more of an action plan developed towards the end of Q1.

Luis Hernandez

All right, good but as they stand right now they are basically breakeven or consume small amounts. Is that right?

Richard McIntyre

It's Richard speaking. Still on Dundee Securities side, a lot of the initiatives to Jayme's previous question but a lot of the cost that we experienced in this quarter in one time.

And it pretty much takes out the loss. So I am pretty confident of that business will be not consuming any more cash and there are indeed some opportunities in that particular business that we are looking at.

So I think it's -- one of the things that David said that we have to focus on our priorities. But it is not to say these businesses are without value, there are a lot of really good people still in that business that can do some really good thing.

So we are not dormant there for any means and we do have some interesting discussion underway but certainly we do think it's going to be huge cash call for us, as we go into 2018. And a lot of the costs, whether it's TCIC or Dundee Securities really reflect a kind of the right sizing we've done in that particular business.

So mostly it's going to be severance cost and it's going to be cost of reducing our footprint which obviously there is leasehold there, there is a whole series of things that you have to incur to downsize that particular business. But it's-- I think it's maybe smaller but it got a lot of potential moving forward.

Luis Hernandez

All right, great. And regarding cash production, maybe you probably don't expect any of them or any of our subsidiaries to produce any cash flow.

Is that right?

David Goodman

No. I am more optimistic than that.

We are looking for cash flow from all of our subsidiaries but the ability to produce it in some of them I think does exist. I think Blue Goose has the ability to generate cash flow.

I think the casino has the ability to generate cash flow. And we are taking a real hard look at all of them and trying to get them to the point where they are producing cash.

I'd love it, United was in a position to produce cash flow but I think that might be a little early on that one.

Luis Hernandez

All right, that's good to hear. All right, my final question is regarding United.

Let's see we project ourselves a couple of years down the road, I don't know three, four years whatever and oil prices area around where they are now around 60. What would be an expected royalty stream from United or what would a pretty good year would look like?

David Goodman

Want to try that?

Lucie Presot

Okay. So let's assume we have $60 oil and I think in the MD&A we've given you some indication of the way these revenues or the cash flow would work.

And so if we work through the cash flow so we pay our royalty to the Republic of Chad and we pay the taxes which effectively our share of production, probably on a $6 oil we are going to get royalty -- $60 oil, sorry, we are going to get a royalty of somewhere between $2.5 to $4 depending on where that oil comes from, a barrel.

Luis Hernandez

Okay. $2.5 to $4, all right.

Do you have some estimate on amounts of barrels three to four years down the road, five maybe?

Lucie Presot

I think it's certainly we have estimated right, we said that important for us as we are planning. It's very difficult for us to share all of that yet but we certainly will as we complete the geology and have more information to provide.

Luis Hernandez

How about a good scenario?

David Goodman

You can -- you have enough now to do the math assuming $5,000 barrels a day or $10,000 barrels a day, you can figure out what the cash flow would be on $2.5 to $4 about -- but it is, you are asking us to project for your zone and what if on a scenario that is now really controlled by Delonex, our ear is really close to the ground. We do think this has the opportunity, if successful oil prices fall and they start producing some oil out of it.

It is meaningful cash flow into Dundee Corporation. And that's why -- and we like it because we don't have to fund it anymore.

So it is real upside.

Operator

And your next question comes from [indiscernible] Stim Group Your line is open.

Unidentified Analyst

Hi, good morning. Thank you for the color and taking the question.

Most of my questions are answered just I wanted to circle back on a broader capital allocation question and you guys made some really good progress with some of the major assets. And you are doing good on the cost cutting at the corporate level.

I am just curious how you feel about given where the share price is relative to NAV even if you discounted in various ways, what your thoughts on maybe converting some of the cash to buyback more stock or converting some of the publicly traded securities to buyback more of your stock or monetizing some of the Parq real estate or other assets to buyback your own stock. I mean it just seems like your stock offers equally attractive if not more attractive use of capital than any of these projects in the portfolio.

Any comments you can share in that?

David Goodman

Our number one issue is creating value in the assets we own. And so our primary use of cash right now is to strengthen the assets that we do own, to put them in the strongest position possible.

That's what will support the highest net asset value. In terms of our share price trading at a discount to NAV there may come time where there is much less demand on our assets from our asset base and our liquidity base.

At which point we will look at all options to maximize the return on our capital allocation. But for today our current thinking is that we want to remain financially flexible to deal with the situations that come forward.

And we are working out some difficult assets that have really high potential for return but we need to maintain our financial flexibility to defend them and strengthen them. That may change and it could change quickly and at which time we'll look at things differently.

Operator

There are no further questions at this time. I turn the call back over to David Goodman.

David Goodman

Well, thank you again everyone for joining today's call. We look forward to updating you again in March when I guess we come out with Q1 and year end.

So thanks again.

Operator

This concludes today's conference call and webcast. You may now disconnect.