Dundee Corporation

Dundee Corporation

DC-A.TO
Dundee CorporationCA flagToronto Stock Exchange
3.62
CAD
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313.95MMarket Cap

Q3 FY2021 · Earnings Call TranscriptNovember 15, 2021

APIChatGPT

Operator

Good morning, everyone, and welcome to the Dundee Corporation Third Quarter 2021 Results Conference Call. Listeners are reminded that certain matters discussed in today's conference call or answers that may be given to questions could constitute forward-looking statements, that are subject to risks and uncertainties relating to Dundee Corporation's future financial or business performance.

Actual results could differ materially from those anticipated in those forward-looking statements. The risk factors that may result are detailed in Dundee Corporation's Third Quarter 2011 Management's Discussion and Analysts and periodic filings and registration statements.

You can access these documents under the company's profile at sedar.com. I'd like to remind everybody that this conference call is being recorded today, Monday, November 15, 2021.

On this call, management of Dundee Corporation will be quoting dollar figures. All figures are in Canadian dollars unless otherwise noted.

Participating on this call will be Mr. Jonathan Goodman, President and CEO of Dundee Corporation; and Ms.

Lila Manassa Murphy, Executive Vice President and CFO of Dundee Corporation. At this time, I would like to -- I would now like to introduce Mr.

Jonathan Goodman to provide an update on the quarter. Please go ahead, Mr.

Goodman.

Jonathan Goodman

Thank you, operator. Good morning, everyone and thank you for joining us today.

With me on the call is Lila Manassa Murphy, Dundee's Executive Vice President and Chief Financial Officer, who will go over our financial performance. Dundee Corporation released it's third quarter 2021 financial results after the market closed on Friday, November 12.

You can find our consolidated financial statements and MD&A on the Dundee Corporation website and under our profile on sedar.com. Turning to Slide 4.

I'm pleased to report that Dundee Corporation made significant progress across all three of our strategic objectives during the third quarter of 2021. These objectives are doing more mining deals, rationalizing our legacy investment portfolio of non-core assets which was highlighted by the recent completion of the sale of the Blue Goose beef division and of reducing our run rate corporate G&A and cash overheads and streamlining our capital structure.

Dundee's continued execution against these pillars is critical to bringing the company back to it's roots as a mining-focused active investor and setting us up to deliver long-term sustainable value for our shareholders, stakeholders and partners. Moving to Slide 5.

In Q3, our mining group through Dundee Goodman Merchant Partners remained active in identifying, derisking and investing in mining companies with significant value propositions. Our DGMP group was involved in several mining deals and acted as finders in a number of financings during the quarter.

We also continued to increase our positions in high-quality, well-run mining companies. Two examples are Mako Gold and Magna Mining.

We initially took a 6% stake in Australian-listed Mako Gold in July and could increase that position to 9.9% later in the quarter. Mako is focused on discovering gold deposits in West Africa.

Mako are currently accelerating their exploration and drilling program at the Napié Gold Project in Cote d'Ivoire to extend already identified high-grade gold mineralization. Lately, Mako's exploration efforts have yielded encouraging results as the company reported multiple gold in [indiscernible] which illustrates the potential for delineating multiple deposits along the 30-kilometer Napié Fault as they work towards targeting a multi-million ounce gold resource.

Subsequent to quarter end, we also increased our ownership position in battery metals exploration and development company, Magna Mining from 11.8% to 19.4%. While we accumulated these shares in October, much of the work being behind this investment was done by our team in Q3.

Magna has a significant deposit and a large unexplored land package in the world-class Sudbury mining district, that is highly prospective for nickel, copper and PGMs with many anomalies already identified. Magna has had some recent exploration success at their Shakespeare project, including a new nickel copper PGM discovery in September which speaks to the potential for the project to host multiple deposits within the property.

We remain committed to working with all our investee companies as trusted long-term advisers and partners as they advance their projects. We will continue to share our team's demonstrated knowledge and expertise across all aspects of the mining business to ensure we maximize the value of these assets and help them realize their full potential, while eliminating as much risk as possible.

I want to commend the entire Dundee investment team for staying as active as they were in Q3. Deal flow across the whole mining sector was significantly slower in the summer months compared to prior quarters.

This was largely a result of cooler metal markets relative to Q3 2020 and many people in the sector taking time off due to the lifting of some COVID restrictions. We are seeing more normalized deal flow in September and into the early part of Q4.

Our team's progress is a testament to their agility their industry connections and the pipeline of deals that they have worked to [indiscernible]. Looking at Slide 6.

Our mining investment portfolio was down quarter-over-quarter which is attributed to the volatility of the valuations for gold, base metals and mining stocks due to the slower deal flow across the sector which we have seen in reverse now in the fourth quarter so far. The decrease in assets under management is due to the market depreciation of CAD14.4 million which was largely in line with the performance of the G&A during this period.

During Q3 2021, Goodman & Company, Investment Counsel recognized financial services revenue of CAD0.5 million from the services provided by DGMP, a division of Goodman & Company, Investment Counsel, consisting of finders and advisory fees, compared to CAD1 million in the year ago period. Despite the short-term market softness, we believe the investment fundamentals for mining are as strong as ever and we remain committed to being disciplined investors who are investing for the long term.

We have a well-developed investment thesis for our portfolio companies and invest heavily in management teams that we believe can execute and deliver results. Turning now to Slide 7.

We achieved a significant milestone in rationalizing our legacy portfolio by completing the sale of Blue Goose's beef division for aggregate gross proceeds of CAD71 million. There were two pieces to this deal.

The sale of Lambert Creek organic meats which was completed in September for approximately CAD8.1 million and the sale of Blue Goose Cattle for proceeds of approximately CAD63 million which was completed in October. Completing the sale of Blue Goose is a major step in the company's transformation and represents clear execution on our strategic plan.

Lila will speak a bit more on the use of proceeds but the sale of Blue Goose provides several benefits to Dundee. The cash proceeds of the deal not only significantly deleverage our balance sheet, this divestiture also substantially eliminates further quarterly cash expenditures on Blue Goose and frees up management time, attention and resources to focus on our core mining investment business.

We made additional progress in simplifying our non-core legacy portfolio by exiting our position in Eurogas International late in September. And as mentioned on the last call, in August, Dundee entered into an amending agreement to monetize it's loan with Eight Capital for CAD15 million.

The payments are to come in three CAD5 million installments, one of which we received during August of Q3, one before the end of the year and the final payment due in early 2022. Moving to Slide 8, we took further steps to drive down our run rate tax G&A in the third quarter of 2021.

While Lila will provide more detail later in the call, we reduced total corporate G&A during the period and we see a clear path to additional G&A improvements in leasehold costs, IT costs, insurance costs and other items. We remain strongly committed to reducing our cash overheads in the final quarter of 2021 to a level that is more sustainable and more closely aligns the interest of management with our shareholders.

With regards to streamlining our capital structure, our normal course issuer bid to purchase for cancellation up to 10% of the public float of the company's Class A subordinate voting shares as well as our cumulative five-year reset deferred preferred shares Series 2 and Series 3 remains in place. I would like to now hand the call over to Lila Manassa Murphy to provide an overview of our financial results.

Lila?

Lila Manassa Murphy

Thank you, Jonathan and good morning, everyone. First, I'd like to take a brief moment to thank the entire Dundee team but in particular, I would like to thank the Blue Goose deal team for their work in getting that transaction over the goal line.

Turning now to Slide 10. Dundee Corporation incurred a pretax loss of CAD48.7 million in the third quarter of 2021, compared to earnings of CAD16.5 million in the third quarter of 2020.

The company generated consolidated revenues of CAD4.8 million, compared to CAD5.1 million in the third quarter of 2020. The market value of our publicly traded securities decreased to CAD94.4 million as of September 30, 2021, from CAD100 million at June 30, 2021, reflecting a pullback in several key commodity markets.

Our portfolio of investments carried at fair value through profit or loss had a valuation decrease of CAD42.5 million from CAD209 million at the end of the second quarter of 2021 to CAD167.2 million at the end of the third quarter 2021. This is primarily from the aforementioned market factors as well as from the non-cash loss from a fair value adjustment for TauRx which was determined using pricing from the fully -- latest fully subscribed rights offering.

Moving now to Slide 11. Operating results during Q3 of 2021 reflect a CAD48.7 million market depreciation as compared to an appreciation of CAD16.5 million in Q3 of 2020.

Net loss from investments during the third quarter of 2021 includes CAD1.6 million in dividend and interest income distributed from our portfolio investments, compared to CAD700,000 in the year ago period. Looking at our operating subsidiary performance for the quarter.

As Jonathan mentioned earlier, GCIC's assets under management decreased from CAD73 million in Q2 of 2021 to CAD58.6 million in Q3 of 2021. Again, this was attributable to market depreciation of CAD14.4 million.

During the third quarter of 2021, this segment recognized a net pretax loss of CAD700,000 compared to earnings of CAD100,000 in the year ago period. Blue Goose generated a pretax loss of CAD800,000 in the third quarter of 2021, of which CAD200,000 was incurred by the discontinued operations of the Blue Goose beef division.

This this compares with CAD2.7 million in pretax earnings generated in the same quarter of the prior year, of which CAD4.3 million was generated by discontinued operations in the beef division. During Q3 of 2021, Blue Goose recognized a CAD5 million impairment loss as a result of reassessing the fair value of certain real properties and reducing their carrying value to their estimated realizable amount.

As Jonathan mentioned earlier on the call, Blue Goose's beef division was sold for aggregate proceeds of CAD71.1 million with the final piece of the deal closing subsequent to quarter end. After using the proceeds to pay indebtedness owed to Dundee, bank indebtedness and CAD5.3 million in transaction costs, the company recognized a loss of approximately CAD100,000 on the divestiture.

The proceeds from this transaction have allowed us to significantly delever our balance sheet by paying down approximately CAD32.3 million in corporate debt subsequent to quarter end. The result is a dramatically reduced corporate debt position, going from CAD37.1 million at quarter end to now having only CAD4.9 million in corporate debt from Dundee Sustainable Technologies.

For TauRx in the third quarter of 2021, the fair value of the corporation's investment in TauRx [ph] was adjusted to CAD35.8 million, generating a non-cash investment loss of CAD33.4 million in Q3. UHIC reported a pretax loss of CAD2.3 million in Q3 of 2021, compared to a CAD1.7 million gain in Q3 of 2020.

This fair value change was due to the increased uncertainty surrounding the Delonex strategic alternatives process as well as heightened geopolitical risks in the Republic of Chad. The company's carrying value of it's 84% interest in UHIC is approximately CAD18.7 million as of September 30, 2021.

Dundee Sustainable Technologies incurred a pretax loss of CAD800,000 in the third quarter of 2021, compared to a loss of CAD1.7 million in Q3 of 2020. Third quarter 2021 revenue for DST was CAD1.2 million, up from CAD900,000 in the prior quarter -- in the prior year.

AgriMarine reported a pretax net loss of CAD900,000 in the third quarter of 2021 with sales revenues of CAD1.9 million, compared to a loss of CAD500,000 and CAD1.5 million, respectively, in Q3 of 2020. As mentioned on the last call, in August, there was a temporary loss of power related to swapping out a generator at the AgriMarine facility which resulted in a subsequent lack of circulation and oxygen in the tanks.

The resulting impact is an inventory loss of CAD326,000 which will translate to lower levels of cash inflow in future quarters. During the third quarter of 2021, Dundee 360 generated pretax earnings of CAD600,000, compared to CAD400,000 in the year ago period.

Now, looking at Slide 12. The third quarter of 2021, consolidated G&A, inclusive of stock-based compensation was CAD5.9 million compared to prior year of CAD6.6 million from continuing operations.

Excluding stock-based compensation, consolidated G&A was CAD5 million in Q3 of 2021, compared to CAD5.3 million in the prior year period. Head office G&A, excluding stock-based compensation for Q3 of 2021 was CAD2.3 million, compared to CAD2 million in 2020, a 12% decrease.

At quarter end, we had CAD84.1 million in consolidated cash, down from CAD90.9 million at the end of Q2 of 2021. Finally, we have had no further significant developments with the CRA and continue to have CAD13.8 million on deposit regarding the 2014 to 2016 tax years.

This deposit is separately disclosed on the balance sheet as Deposit with Taxation Authority. That concludes my comments.

Back to you, Jonathan.

Jonathan Goodman

Thank you very much, Lila. Turning now to Slide 14.

Dundee Corporation's progress in Q3 2021 clearly demonstrates an acceleration of the company transformation. We have built up considerable momentum and in Q3 2021, I'm pleased to say we execute against all of our strategic objectives.

Looking ahead, we remain committed to structuring and focusing our business to support continued growth and profitability. Before we open up to Q&A, I'd like to reiterate Dundee's main long-term corporate priorities for the remainder of 2021.

They are, identifying and derisking attractive mining investment opportunities and doing more private equity style mining deals, continuing to accelerate the rationalization of our non-mining legacy investment portfolio and reducing corporate G&A expenses and bringing down cash overheads to align the interest of management more closely to the shareholders. These initiatives are critical to our transformation and will put us in the best position to deliver long-term sustainable value to our shareholders, stakeholders and partners.

To close, I'd like to thank our shareholders and partners for their continued support and confidence in our team. I'd also like to thank our entire team for the extra work they continue to put in operating in this pandemic environment.

I look forward to updating the market on our progress. And now operator, I'd like to open the line for questions.

Operator

[Operator Instructions] Your first question comes from Brett Reiss from Janney Montgomery Scott. Please go ahead.

Brett Reiss

Good morning, Jonathan. Good morning, Lila.

How are you?

Jonathan Goodman

Very well. How are you, Brett?

Lila Manassa Murphy

Good morning.

Brett Reiss

Good morning. Just an observation and I don't mean it as a criticism.

It is -- this is basically -- it's a hedge fund of these mining selections which I'm happy with because Jonathan, you have a tremendous skill set in this area. But what would you say base case scenario you're looking for this package of investments you've made to return over the next two to five years?

What would you be happy with?

Jonathan Goodman

That's a good question. I guess, obviously, our expectations on the investments we're making on the mining side, our return expectations are very significant because we recognize that we're making these investments and the alternative would be buying back our own shares which are very cheap.

So our return expectations are in the order of 3x to 5x on most of them.

Brett Reiss

Okay. And I know some of them will turn out extremely well.

There'll be some that won't work out. But -- so overall, yes, I mean, you've invested, I think CAD127 million, you'd like to say like to see 3x to 3.5x that over time.

Jonathan Goodman

Certainly.

Brett Reiss

Okay. You have CAD84 million in cash.

How much more of that, if opportunities present itself, will you deploy into more of these type of investments? And what level of cash won't you go below?

Jonathan Goodman

I think the question of capital allocation is a very dynamic process and we are ongoing reviewing that pretty much on a daily basis. Obviously, as we look at our investment portfolio, we look -- we don't just look at continuing to buy things.

At some point, we're going to look at potentially selling things to reinvest in other items in the portfolio as they advance. I don't really have a proper answer to your question.

I would say that we wouldn't be -- we'd want to keep our cash position probably north of CAD20 million. A lot of them may have a higher number than that.

But the reality of it is it's a very dynamic process. Most of the things we invest in, they're not yet in production and we're working hard to get to the point where we can see these things getting towards production.

And obviously, many of these, we're going to invest more in a calculated way. And some of these -- I said, some of these we will sell.

And there's also -- we also look at all forms of asset allocation. As you saw last year, we bought some of the pref back.

We bought some common shares back. It's a very dynamic process.

Brett Reiss

Right, right. Are you looking at anything in the rare earth's area?

Jonathan Goodman

We've seen a few over time. But I don't think there's anything on our plate right now in the rare earth's area.

Brett Reiss

Okay. And for the time being, you have about CAD78 million outstanding on the preference shares.

Are you going to kind of just live with that amount in the capital structure?

Jonathan Goodman

Well, I mean when I came back in 2018, we had over CAD210 million in preferred shares and we've taken it down to CAD78 million. And I guess is that over time, we'll continue to evaluate the cost of those as well as, alongside, the opportunities we see and likely at some point, we will take them down.

But we're not rushing into anything.

Brett Reiss

Okay, one last one. With the good work you've done on reducing corporate overhead.

In terms of what that run rate number is, plus, what you have to finance the preference shares. What's kind of the annual number from those two cash outlays that you have to cover going forward?

Jonathan Goodman

Lila, do you want to answer that one?

Lila Manassa Murphy

Sure. In 2022, we would expect the base run rate of CAD9 million.

And then factor is the cost of financing the prefs on top of that. So I think that CAD13.5 million for 2022 is a good number.

And there will be -- and there's some -- and there will be some onetime charges into the end of 2021 as well as some in 2022, along the lines of we're moving. We're taking substantially less office space than we have today.

There will be the onetime cost of white boxing our existing lease space. And there are some other onetime restructuring charges we might expect as well.

Brett Reiss

Okay. So SG&A is basically CAD9 million plus CAD4.5 million ballpark on the preference preferred.

So it's a little over CAD1 million a month to keep the lights on.

Lila Manassa Murphy

I think that's a good way to think about it.

Brett Reiss

Great. I'm going to drop back in queue.

Thank you for answering my questions.

Operator

[Operator Instructions] And your next question does come from Chuck Burns from CIBC. Please go ahead.

Chuck Burns

Good morning.

Lila Manassa Murphy

Good morning, Chuck.

Chuck Burns

Good morning. It seems like progress has been steadily made.

I guess what I'm looking at is the gradual kind of narrowing between the trading price and shareholders' equity.

Lila Manassa Murphy

I'm glad, you noticed.

Chuck Burns

Yes. The unfortunate part though is the shareholders equity keeps dropping.

So share price could remain constant and we can narrow that gap but I really don't want to kind of go that direction. I mean I rather the share price kind of gravitate towards shareholders equity as opposed to the reverse, right?

But I'm just looking at the current shareholders' equity and I know investments fluctuate in the marketplace. Net corporate balance that is kind of a fixed number.

The equity accounted investments in operating subsidiaries, what is the -- is that value kind of a pretty conservative value going forward? Or is there subject to kind of reductions as well?

Because the -- obviously, the investments that fluctuates in the marketplace, nothing can be done. I'm just wondering if the remaining assets, how solid are they in terms of valuation?

Jonathan Goodman

Well, I mean, I think if you start with the publicly traded investments we have, we would argue that they're very solid because...

Chuck Burns

Oh, yes. No, that's fine.

No, I'm talking about the other...

Jonathan Goodman

We work very hard to try and get these estimates of value and recognize that the management team in place here inherited most of these legacy investments. And for the most part, most of them are for sale.

And we're working extremely hard to try and get a good valuation on them. And sometimes that gets away from you.

We did not anticipate TauRx coming up with the rights offering at the price that they did and that took a write down. Ultimately, the only thing we know about the value of TauRx is that the value is wrong.

At some point next year, they're going to come up with their final study on their Alzheimer's drug. And if it works, the value is going to be many multiples of what we're carrying it at.

And if it doesn't work, it's going to be much lower. So recognize that some of the investments in TauRx, one of them, the ultimate value is going to be significantly different.

Chuck Burns

Okay. So yes, I guess there's one of two outcomes with that.

So I guess if you look at -- if you kind of x out the operating subsidiaries and equity accounting and take away the preference shares. I guess you get kind of the -- kind of a very low worst case, I guess, I don't even know if as I think is the very worst case.

But I mean, I'm just -- what time frame do you see dealing with the assets you do have for sale? Are you hopeful to get that done over the next year?

Jonathan Goodman

We are working very hard to get it done. Obviously, taken us a lot longer to get stuff sold than we had thought when we started this process.

So it's very hard for me to give estimates of timing. But I think TauRx, we're going to know the results of that by the middle of next year.

Android Industries is a solid company. That valuation is probably much more solid.

The only other one that probably has a binary outcome is the United Hydrocarbon which own the royalty on some oil and gas projects in Chad. Other than that, most of the other ones, I think the valuation that we're telling them at is much more solid.

Chuck Burns

So are you still in the marketplace to buy some of the prefs back? Or that -- is there a standing bid for that?

I can't recall now.

Jonathan Goodman

Well, we do have an issue, a bit outstanding on the prefs and on the common but recognize that while we were undergoing the Blue Goose sale for the better part of the last three months, ending only a few weeks ago, we were under blackout. So we weren't actually using the issuer bid but we do have an issuer bid in place.

Chuck Burns

Okay. Okay, thanks very much.

Operator

There are no further questions at this time. You may please proceed.

Jonathan Goodman

Okay. With that, I'd like to thank everyone for participating in this conference call and we look forward to speaking again next quarter.

Thank you very much.

Lila Manassa Murphy

Thanks, everyone.

Operator

Ladies and gentlemen, this concludes your conference call for today. We thank you very much for participating and ask that you please disconnect your lines.