OTC Adventures posted an interesting idea a few weeks ago. The basic thesis is simple: ACME Communications, an owner and operator of television stations, has been in the process of liquidating itself. It announced begin September that it had reached an agreement to sell the remaining three stations it owns for $17.3 million is cash. After the deal is completed the company will have just one asset remaining, the Daily Buzz program, and it will return the cash received in the station sale to shareholders:
Commenting on the transaction, Doug Gealy, ACME’s Acting CEO, said, “We are delighted to be in a position to sell our remaining television stations. This proposed transaction obviously puts us in the final phase of successfully completing our process of monetizing our assets, with only our Daily Buzz operation remaining. Upon the completion of this transaction, we plan to distribute virtually all of our cash to our shareholders. In the meantime, we will continue to pursue opportunities to monetize our remaining asset.”
If you expect that the company will be able to return the full $17.3 million to shareholders you are looking at a $1.08 dividend per share (16,047,000 shares are outstanding). With the stock currently trading at $0.94 the possible absolute return is 14.7 percent. The company expects to receive FCC approval at the end of 2012 or begin 2013 so the potential IRR is even higher, and this doesn’t even include the fact that one asset with presumably a positive value will remain. So the bull case is pretty clear and easy to understand.
Concerns
It’s unfortunately never that easy, and there are a number of concerns, some bigger than others, that could stand in the way of this positive scenario unfolding:
- Taxes
- Deal risk
- Cash burn
- Remaining liabilities
Taxes
The smallest risk are in my opinion taxes. The company had $33 million in net operating loss carryforwards and an accumulated deficit of more than 100 million. It should not have to pay any taxes on the proceeds of the sale and the cash could be returned tax-free to investors as a return of capital. This is also what happened in previous sales.
Deal risk
Because television stations are regulated the company needs FCC approval for the sale, but this is probably a formality. The stations that are being sold are small, and the buyer is also not a big player that could gain a monopoly in a specific area (it is in fact the first television station for the buyer). There are no details on how the buyer is financing the deal, so this could be a small risk.
Cash burn
Because it takes time to complete the deal there is a risk that the company will generate losses and burn through cash in the mean time. While it is obviously not possible to predict how the business will perform (both the television stations and the Daily Buzz unit) we do have some data points. The first one is the fact that ACME generated positive cash flow from continuing operations for the first six months of 2012, and positive operating earnings.
It’s not very useful to look at older statements to judge the cash flow generating ability of the business since it completed a sale of one station begin 2012 and in 2011 a total of three stations were sold. The business today is different, and way smaller, than the business in the past. But while the numbers look positive at first sight I think we should expect cash burn, to quote the second quarter report of 2012:
Net cash provided by operating activities was $317,000 for the first six months ended June 30, 2012, compared to net cash used of $3.5 million for the first six months of 2011. The cash flow usage during the first six months of 2012 mainly related to an income tax refund (including interest thereon) received in March 2012 of $520,000 relating to a State of Wisconsin tax matter dating back to 2007, net of the effect of seasonal working capital changes while the cash flow usage during the first six months of 2011 mainly related to the funding our $3.2 million litigation escrow in connection with our MMT litigation.
The cash flow from operating activities was +409K in Q1 2012 and -92K in Q2 2012. So think it’s fair to assume that the company will burn through roughly 100,000 dollar a quarter. Management expectations also point in the direction that this is not too optimistic: ACME expected in their latest quarterly report that their existing position of cash and equivalents is sufficient to stay in business for at least the next twelve months:
We believe existing cash and cash equivalents, will be sufficient to meet our operating cash requirements for at least the next twelve months. We have no debt obligations other than one capital lease. In the event that net cash provided by operating activities and cash on hand are not sufficient to meet future cash requirements, we may be required to reduce planned capital expenses, reduce operations cash uses, sell assets or seek financing.
The company had a $528,000 cash position as of June 30, 2012. If the company is able to operate at least break-even this could be another source of value. Presumably ACME would need less cash for it’s day-to-day operations if it only needs to run the Daily Buzz. If that’s the case it could return some of this as well to shareholders, and this also fits with the CEO’s statement that the company plans to distribute virtually all their cash.
Liabilities
To save the biggest potential problem for last: it is not totally clear what liabilities the buyer will assume from the company. The September press release doesn’t contain a whole lot of details, and there isn’t a new quarterly report yet with a breakdown of the assets and liabilities held for sale. Since the company completed a number of station sales we can look at past transactions to see if a sale for $X million also results in a $X million cash increase. In most cases this seems to be true:
- In 2007 it sold WTVK for $45 million and used the proceeds to pay down $37.2 million in debt (the company is currently debt free) and to pay a $8.0 million dividend.
- In 2012 it sold WBUW and used the proceeds to pay a $3.5 million dividend. Approximately $1.2 million of this dividend came from an escrow account: a lawsuit was settled for less than what the company had put in the account.
When you check the cash flow statement you will also see that the amount of money that is coming in is nearly identical as the announced deal price. This year the company sold WBUW for $1.8 million and you do indeed see a “Proceeds from sale of assets – discontinued operations” in the cash flow statement for 1,798 thousand dollar. Transaction costs don’t seem to be a major issue.
A bit of an exception are the station sales in 2011. The company sold three stations for $17.1 million. Besides funding the litigation escrow account mentioned above some cash was used to repay deferred programming payment obligations:
Additionally, upon consummation of the sale of the stations, ACME repaid deferred programming payment obligations for the three stations in the aggregate amount of $2.2 million to four of its program suppliers.
If a similar payment is required after the current transaction is completed a possible positive return could turn negative. If the company would need to pay more than $2.21 million after the completion of the deal the potential dividend per share would be less than $0.94. So the question is: what was the reason for this payment last year, and could it be an issue again? The reason for the payment can be found in the 2010 annual report:
In early 2009, in an effort to provide the Company with more cash liquidity during the difficult economic and operating climate, management initiated discussions with several of its larger programming suppliers requesting them to amend underlying programming agreements to revise payment due dates. The Company was successful in reaching agreements with these suppliers and the revised terms generally provide payment relief in 2009 and 2010 with those deferrals being caught up in 2011 and beyond.
So since last year the company has been busy catching up on the payments:
In 2009, as discussed above, we negotiated program license fee restructure deals with our top five suppliers (Fox, Warner Bros., Sony, Carsey-Werner and CBS/Kingworld), allowing us to push out payments from the fourth quarter of 2008, 2009 and 2010 to later years. These deferrals are reversing in 2011. In June 2011, we have a balloon payment of $1.5 million due to Fox.
Combine this with the following from the 2011 annual report:
In addition to the above commitments, included in our program rights payable at December 31, 2011 is approximately $603,000 of deferred program payment obligations scheduled to be repaid by the Company through and including 2015 but which accelerate upon the sale of the obligated stations.
Since the release of the latest annual report the company sold one small station. The cash flow statement for 2012 shows $16,000 net cash used in financing activities for discontinued operations. My guess is that this is a repayment of program deferrals since the company only has one capital lease. For simplicity sake I will assume that the whole $603,000 is connected with the remaining three stations.
Some obligations have been already been repaid in the first half of 2012: in the cash flow statement for continuing operations we can find an item called “repayments of program deferrals” for 143,000 dollar. So I think ACME Communications will need to pay ~$460,000 after the completion of the deal. This will leave the company with 17.3 – 0.46 = 16.84M in cash that can be returned.
Conclusion
I expect that ACME Communications will receive $1.05 in cash per share that can be and will be distributed to shareholders. With the shares currently trading at $0.94 you are looking at a potential return of 11.6% in, what I would expect, a roughly six month period. The biggest risk is that the company burns through cash while the deal is being completed. I think the $528,000 that is currently sitting on the balance sheet together with the optionality of receiving additional value if the Daily Show is sold at some point in the future is sufficiently offsetting this risk.
The second source of a margin of safety is the return that the deal is offering. Instead of making ~12% in six months I would also be quite happy to make ‘just’ 5%. I obviously prefer the higher return, but it’s not the end of the world if I missed some costs (maybe some restructuring costs?) or if the deal takes longer than expected to complete. Things don’t have to go perfectly to make this work out.
Disclosure
Long some ACME shares
