Thursday, December 13, 2007

The Convertible Bond - A Perspective

With the coming $275m convertible bond due in March 2008 and the stock languishing below $3, this has become a central point of discussion. The shorts are betting management is going to fall flat on its face and beg to refinace and resolve this issue by diluting and killing the stock. The longs are hoping the company's assets are sufficient to hammer a sufficient deal to avoid a large dilution and make good on their promise to think of the best interest of shareholders.

Back in late 2005, the company had a net $250m of debt but still had signficiant cash flows/backlog from PAS. The company took in $1b in Q4 2005 and began to accumulate cash, reduce debt and to be in position to pay off the rest of the convertible bond. In early 2006, quarterly results were still decent with minor losses. Lu decided to step down and the decision to sell the company was hatched up. We don't know the reasons for selling. Maybe it was due to the slow growth in their end markets. In any case, management spent time focusing on the exit strategy. At this stage, the convertible bond was still almost 2 years away. The acquirer would obviously be on the hook to deal with this and $275m may be "small" to them.

At the end of 2006, the company had amassed a NET cash position of $300m. That seems almost incredible compared to the current market cap of just over $300m. With PAS/Japan revenues falling dramatically now and still little improvements from iptv/broadband, the company started losing signficant amounts. Then, there was the added interest and costs to the investigations. To be fair, the company bought some PCD inventory, paid off suppliers early for discounts, and had some writedowns (hopefully for future contract wins), etc. We found out in July that the cash balance was now down to net $150m and continued losses would mount (we had thought the company would be profitable sometime in 2007).

At about this time, the surprising increase in Gemdale/Infinera holdings brought a windfall of over $100m. This was significant as they could use this to pay some of the debt off and have better leverage for refinancing. The problem was the stock was close to $3 and funds started having their own problems and the liquidity in the market was drying up. Now, things are looking a little better with the rate cuts, the company's own cost cuts/better cash flows. So, things change all the time but there is no doubt that it is much harder to refinance/raise cash with the stock under $3 (as Barton mentioned during our conversation). Nevertheless, I don't think the company has been negligent with the bond debt. It just happened that their main long term debt is coming due at precisely the worse credibt crunch for some time and with the operating performance of the company at all time lows. This is why we shareholders were banking on being profitable sometime on 2007 and hoping they would have cut costs much earlier.

The Gemdale/Infinera sale is a windfall that improves options. Obviously, this has to be discussed. Is the company in very bad shape. It depends on your perspective. I have often cited the worse conditions for the financial and other companies. Countrywide, Citicorp, Lennar, and even JetBlue had to sell assets to maintaintheir operations. Their outlook is even worse while UT performance is going to be much better. Another example is Hoku which is getting over $500m in financing to build a plant and won't be delivering any products until 2009! Financing is the lifeblood of a lot of companies. You can be the stock won't be at $2 and change if the debt was not due in March.

Management has said all options are on the table but with their assets/liquidity, management, S&P and other analysts do not see a liquidity crisis. What remains is uncertainty and how this will play out. Today's JetBlue announcement brought an initial 25% gain. Others (Citicorp, Etrade, Lennar, Countrwide) have had mix reactions depending on the structure. In any case, my view is for a full turnaround and that is only through operational performance. Of course, I would rather see a much higher shareprice once the CB is resolved. We'll see how it plays out.

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