⛽️Halcon Resources Poised to be the Next Oil & Gas Chapter 22 (Long Kerosene)⛽️

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Nearly three years after its last prepackaged plan of reorganization wiped $1.8 billion of debt off of the company’s balance sheet, onshore E&P company, Halcon Resources Corporation ($HKRS), is once again on the bankruptcy courthouse steps with another prepackaged bankruptcy. This company is burning debt like a baaaaaaaaaaaawse.

In the prior bankruptcy, the company eliminated $1b of 13% ‘22 senior secured third lien notes, $316mm of 9.75% ‘20 senior notes, $297mm of 8.875% ‘21 senior notes, $37mm of 9.25% ‘22 senior notes, and $290mm of 8% ‘20 senior convertible notes. The majority of the equity in the reorganized entity went to the third lien noteholders, with other equity going to unsecured holders (15.5%), convertible noteholders (4%) and common stockholders (4%). That equity holds very little value today. The stock traded publicly up until July 23, 2019, when the Nasdaq delisted the company’s shares ($HR) and the stock began trading on OTC pink sheets under the $HKRS symbol.

Meanwhile, here’s what the company’s current debt sitch looked like this as of the most recent 10-Q:


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📽A $5.7mm “Human Error” (Short Bankruptcy Projections)📽

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Never try to cover sh*t up in corporate America. That is f*ck up #1 and a sure-fire way to get yourself pink-slipped. When you screw up in corporate America — and you WILL screw up in corporate America — the right approach is to squelch the temptation to sweep that f*ckup under the rug and, instead, fess up to the mistake with a solution in hand. That last part is key: accepting responsibility isn’t enough. “Responsibility” in corporate America includes having a fix for the issue.

A bit over a week ago, in the Z Gallerie LLC bankruptcy matter, the professionals kinda sorta followed this protocol.

In a statement filed with the bankruptcy court (Docket 464), the company described how it achieved the Herculean feat of selling Z Gallerie’s abysmal business (for ~$20mm) and confirming a plan of confirmation three-months-to-the-day from the petition date.* The company emphasized that it was incentivized to move the cases rapidly to (a) avoid a liquidation trigger under its DIP credit facility, (b) preserve value for the company’s prospective buyer by avoiding a long, drawn-out in-court proceeding that would surely have the effect of leaking value in today’s complex dog-eat-dog retail environment, and (c) “ensure[] that those who provide actual, necessary benefits to the company during its distress are paid in full.” To do this, however, the company had to do a wee bit of forecasting; it had to estimate its administrative claims to ensure that the company would have enough cash at sale closing to satisfy those claims.

The company performed this analysis and, ultimately, the company’s interim CEO declared to the bankruptcy court that, indeed, it, would have enough cash to satisfy priority and administrative claims under the plan (including DIP claims, professional fee claims, and other administrative and priority claims). But, as it turns out — and as PETITION readers know ALL TO WELL from our ongoing review of feasibility projections — forecasts are subject to, from time to time, “significant errors and omissions.” Or, put another way, “human error.” Or put another way, these mathematicians missed their numbers by $5.7mm. Or put ANOTHER way, this case puts the PETITION “Two-Year Rule” in an entirely new light. It’s one thing to realize that your projections are off within two years; it’s an entirely different story to realize you’re off within two months! 😬

So, what happened?

Up until roughly a week ago, the estate had been administered by a “Wind-Down Trust” that had been spearheaded by the company’s CFO. That CFO, however, was apparently too busy auditioning for a new job — uh, serving as DirectBuy’s main “transition” point of contact — to properly administer the trust. In a statement (Docket 465) in which the interim CEO acknowledged that he’s “ultimately responsible” for the estate, he simultaneously goes to great lengths to establish a record of ineptitude on the part of the company’s CFO. He failed to reconcile accounts, he failed to accurately predict invoices from the company’s delivery companies, etc. etc.** This is what the delta looks like:

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💰How are the Investment Banks Doing?(Long Chapter 15s?)💰

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On Sunday, we wrote about the stellar earnings reports from Evercore Inc. ($EVR) and Houlihan Lokey ($HLI). Are they outliers?

Apparently…no.

PJT Partners Inc. ($PJT) reported earnings this week and they, too, knocked it out of the park. The firm reported a 28% increase in revenues YOY ($167mm) and a 35% increase in advisory revenue ($133mm). These guys are killing it. Regarding the restructuring team, CEO Paul Taubman said:

Revenues grew significantly in the second quarter compared to the prior year and are ahead of last year’s levels for the six-month period. Our Restructuring business maintained its leadership position, ranking Number One in US and global completed restructurings for the first half of 2019. Our outlook for the full year remains essentially unchanged, notwithstanding near record low interest rates, historically low default rates and extremely benign credit conditions, we expect restructuring revenues for the full year to be flat to only modestly down. Despite this muted macro backdrop, we are working on an increased number of Restructuring mandates, which should serve us well entering 2020.

In addition to pounding his chest, Mr. Taubman provided some market commentary as well — particularly with respect to the notion that all of the “dry powder” in the market will impact M&A and distressed situations and Europe:


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⚡️Data, Baby, Data (Long Ambitious Lawyers)⚡️

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Man. The hits just keep on coming for retailers. 

First, a callback to 2014. 

Back in 2014, Twilio Inc. ($TWLO) was a lesser known private company that solved a basic problem: it allowed software developers to programmatically make and receive phone calls, send and receive text messages, and perform other communication functions using its web service APIs. In English? It connected businesses to customers. It was the ultimate "be where your customers are" power move: increasingly, customers are writing or reacting to texts. Twilio enables text message blasts to large groups. This was a total game changer for businesses: it gave them an avenue to connect in a more personal way to their customers and rise above the muck of email (PETITION Note: which is not to say that we don't LOVE email). And now Twilio is an a $18b market cap company:


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💰How are the Investment Banks Doing?(Long Increasing Fees?)💰

Evercore Inc. ($EVR) reported earnings this week and, well, inflation exists somewhere. The company increased adjusted revenue by 18% YOY to $535.8mm. Net income increased by nearly $18mm. The bank reported a decline in the number and dollar volume of its deals but…BUT…numbers nevertheless improved thanks to a strong move in investment banking advisory fees (up 22% YOY). With 81 earned fees of $1mm or more compared to 85 last year, the company appears to be adding clients and raising fees. Because the bank doesn’t delineate restructuring revenues separate and apart from other advisory services, it’s unclear to what degree restructuring is adding or detracting from performance — from either a deal volume or fee perspective. 

Houlihan Lokey ($HLI) also reported earnings; it notched a 14% revenue increase YOY ($250mm) and a 44% net income increase. Financial restructuring revenues increased 57%! Surprisingly, however, the bank noted that “[r]evenue increased primarily as a result of an increase in the number of closed transactions, partially offset by a reduction in the average transaction fee.” Curious. 


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🕸Spiderman Can’t Save Everyone (Short iPic Entertainment)🕸

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Most moviegoers probably think $17 for a movie ticket is expensive enough and so, more likely than not, they go to the nearby AMC or Regal theater to get their latest shot of Disney-fed superhero drivel. For those who REALLY want to make an event out the movies, however, there is another option: iPic Entertainment Inc’s ($IPIC) “upscale” theater experience. This “experience” includes cocktails, plush pleather couches and waitered food service. All of that pampering can cost upwards of $30/ticket — and that’s just for the movie. Add in the food and this chain probably contributes its fair share to the personal bankruptcy market.

The chain has 123 locations across 16 states, including California, Florida and New York City. How on earth does it make sense to go that route when a month of Netflix costs a fraction of that? Throw in some “chill” and, well, it seems pretty obvious which option has more appeal (insert creepy wink here). Spoiler alert: it ain’t iPIC. 


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😬Securitization Run Amok (Long the ABS Market)😬

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On Sunday, in “💥Securitize it All, We Say💥,” we continued our ongoing “What to Make of the Credit Cycle” series with discussion of, among several other things, Otis, a new startup that intends to securitize cultural assets and collectables like sneakers, comic books, works of art, watches and more. We quipped, “What isn’t getting securitized these days?” If we do say so ourselves, that is a: GOOD. EFFING. QUESTION. Why is securitization all of the rage these days? EVEN. BETTER. EFFING. QUESTION. The answer: YIELD, BABY, YIELD.

Back in early June, Bloomberg’s Brian Chappatta reported on the rise of “esoteric asset-backed securities known as ‘whole business securitizations.’” Restaurant chains with large swaths of franchisees, long-standing operations, and dependable brands, he wrote, are using these instruments to access cheaper financing in a yield-starved market. He wrote:

The securities are about as straightforward as the name implies — franchise-focused companies sell virtually all of their revenue-generating assets (thus, “whole business”) into bankruptcy-remote, special-purpose entities. Investors then buy pieces of the securitizations, which tend to have credit ratings five or six levels higher than the companies themselves, according to S&P Global Ratings. Creditors take comfort in knowing the cash flows are isolated from bankruptcy.

Cumulative gross issuance of whole-business securitizations reached about $35 billion at the end of 2018, compared with about $13 billion just four years earlier, according to S&P. The past two years have been banner years for the structures, with $7.9 billion offered in 2017 and $6.6 billion last year, according to data from Bloomberg News’s Charles Williams.

These structures are contributing to the deluge of BBB-rated supply.


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🍩Forever21 is Forever F*cking Up🍩

On one hand, you have to respect the desire to sure up liquidity by entering into partnerships. On the other hand, well this:


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⚡️What to Make of the Credit Cycle. Part 28. (Long Financial Ingenuity.)⚡️

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Nobody questions that we’re late stage at this point. Lest you have any doubt, consider the following:

1. Enhanced CLOs

Per The Wall Street Journal:

A growing number of money managers are embracing a new strategy designed to benefit from volatility in junk-rated corporate loans, a sign of building worries about riskier borrowers and the market that supports them.

Since November of last year, three different money managers have issued $1.6 billion of so-called enhanced collateralized loan obligations that are set up to hold a much larger amount of loans with extremely low credit ratings than typical CLOs. At least two more managers are expected to follow suit in the coming months.

The emergence of the enhanced CLOs underscores investors’ growing belief the U.S. economy is due for a recession after more than a decade of expansion. It also reflects particular concerns about corporate loans, starting with a decline in their average credit ratings. Since 2011, the amount of loans rated B or B-minus—just above near-rock bottom triple-C ratings—have ballooned to 39% of the market from 17%, according to LCD, a unit of S&P Global Market Intelligence.

CLOs are weird beasts with certain idiosyncratic limitations. As just one example, many CLOs are limited to a portfolio that includes no more than 7.5% of CCC-rated loans. Upon a rash of downgrades during a downturn, this would force these CLOs to sell their holdings, pushing supply into the markets and inevitably driving down loan prices. An opportunistic buyer could stand to benefit from this opportunity. These newly established CLOs won’t have these constraints; they could “stock up to half their portfolios with triple-C debt.

By way of example:

Investors say there is ample evidence that the limited ability of CLOs to hold triple-C loans creates unusual price moves in the $1.2 trillion leveraged loan market.

In one example, the price of a loan issued by the business-services company iQor Holdings Inc. dropped from around 98 cents on the dollar to 85 cents last summer immediately after Moody’s Investors Service and S&P Global Ratings downgraded the loan to triple-C. Data showed CLO holdings of the loan falling sharply at the time.

Ellington Management GroupZ Capital Group and HPS Investment Partners are the funds looking to take advantage of these market moves.

2. Retail CDOs

Ahhhhhh, Wall Street. JP Morgan Chase & Co. ($JPM) apparently wants to expand markets for credit derivatives, including synthetic CDOs. Per the International Financing Review:

The US bank launched its Credit Nexus platform earlier this year, according to a person familiar with the matter. The platform is designed to simplify the cumbersome process investors usually face to trade derivatives, including credit-default swaps, CDS options and synthetic collateralised debt obligations, according to a client presentation obtained by IFR.


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💥Higher Interest Rates Eff Mortgage Originator (Long FED Fear of POTUS). New Chapter 11 Filing - Stearns Holdings LLC💥

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Hallelujah! Something is going on out in the world aside from the #retailapocalypse and distressed oil and gas. Here, Blackstone Capital Partners-owned Stearns Holdings LLCand six affiliated debtors (the “debtors”) have filed for bankruptcy in the Southern District of New York because of…drumroll please…rising interest rates. That’s right: the FED has claimed a victim. Stephen Moore and Judy Shelton must be smirking their faces off.

The debtors are a private mortgage company in the business of originating residential mortgages; it is the 20th largest mortgage lender in the US, operating in 50 states. The debtors generate revenue by producing mortgages and then selling them to government-sponsored enterprises such as Ginnie MaeFannie Mae and Freddie Mac. To originate loans, the debtors require a lot of debt; they also require favorable interest rates. Favorable interest rates = lower cost of residential home purchases = increased market demand and sales activity for homes = higher rate or origination.

Except, there’s been an itsy bitsy teeny weeny problem. Interest rates have been going up. Per the debtors:

The mortgage origination business is significantly impacted by interest rate trends. In mid-2016, the 10-year Treasury was 1.60%. Following the U.S. presidential election, it rose to a range of 2.30% to 2.45% and maintained that range throughout 2017. The 10-year Treasury rate increased to over 3.0% for most of 2018. The rise in rates during this time period reduced the overall size of the mortgage market, increasing competition and significantly reducing market revenues.

Said another way: mortgage rates are pegged off the 10-year treasury rate and rising rates chilled the housing market. With buyers running for the hills, originators can’t pump supply. Hence, diminished revenues. And diminished revenues are particularly problematic when you have high-interest debt with an impending maturity.

This is where the business model really comes into play. Here’s a diagram illustrating how this all works:


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💥We Have a Feasibility Problem. Part VII (Repeat Bankruptcy = Not Charming)💥

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Last month, Ann M. Miller and Lorie Beers, Managing Directors in Cowen Inc’s ($COWN)Special Situations Group published a constructive piece in the TMA Journal asking, “Chapter 22: Should Retailers Get a Second Chance at a Fresh Start?” They provide (i) a solid overview of the requirements of section 1129(a)(11) of the Bankruptcy Code governing confirmation of a plan (read: where the “feasibility” requirement comes from),* (ii) an acknowledgement of the chapter 22 problem — particularly in retail,** and (iii) a summary of the Gymboree and Payless chapter 22s (which we wrote about here and here, respectively). They write:

Strict constructionists would argue that the Bankruptcy Code requires an affirmative finding of feasibility and that retail debtors are, for the most part, incapable of meeting that burden unless they have changed their business model to account for the Amazon Effect or addressed other challenges with the business model. They would also argue that the burden of establishing feasibility requires an independent evidentiary showing and that the support of the preponderance of the constituencies is not enough.

This view assumes that a Chapter 22 filing is indicative of failure and somehow blemishes the bankruptcy system as a whole. Strict constructionists also argue that sophisticated creditor constituencies game the bankruptcy system inappropriately by using their leverage in the RSA process to extract concessions.

But is that an appropriate view? Shouldn’t those whose recoveries are at stake have the opportunity to roll the dice to see if their plan can work? And why should an extended battle over feasibility, which would add additional costs to the bankruptcy proceeding, be tolerated if no one wants to prosecute such a challenge? (emphasis added)

Regarding the Gymboree and Payless chapter 22s, specifically, they write:

The two cases raise several questions in the area of feasibility. In the case of Gymboree, unless the company addressed the disruption it faced from the Amazon Effect, was any amount of debt reduction capable of producing a feasible plan? Maybe not, but does that mean that the initial Chapter 11 plan confirmation should not have been attempted and the initial case should have moved directly to a sale or liquidation? After all, for nearly two years, many people retained their jobs, landlords had tenants, vendors continued to have a counterparty with whom to have a commercial relationship, and creditors received the value they negotiated for their claims.

In the case of Payless, the problems went beyond disruption. Missteps in the business plan that predicated the first filing continued after emergence, almost promising a subsequent filing. But again, initially at least, jobs were saved, tenancies were preserved, and creditors received what they bargained for. (emphasis added)

These are all valid questions and fair points — especially when you see things like this:


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😬Decreased Birth Rates, Diminished Sales & Distressed Signs: Destination Maternity Deteriorates (Short Turnaround BoD Types)😬

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Per NPR:

The U.S. birthrate fell again in 2018, to 3,788,235 births — representing a 2% drop from 2017. It's the lowest number of births in 32 years, according to a new federal report. The numbers also sank the U.S. fertility rate to a record low.

Not since 1986 has the U.S. seen so few babies born. And it's an ongoing slump: 2018 was the fourth consecutive year of birth declines, according to the provisional birthrate report from the Centers for Disease Control and Prevention.

Birthrates fell for nearly all racial and age groups, with only slight gains for women in their late 30s and early 40s, the CDC says.

These statistics must really suck for any business that generates revenue off of the maternity cohort.

Enter Destination Maternity Corporation ($DEST), a retailer of maternity apparel with a nationwide chain of specialty stores. As of May 4, 2019, the Moorestown New Jersey company had 998 retail locations, including 452 stores in the US, Canada and Puerto Rico, and an additional 546 leased departments located within department stores (eg., Macy’sBoscov’s) throughout the US and Canada. It has also been kicking around on distressed retail lists for quite some time now. Unfortunately, the business keeps deteriorating: last week the company joined a recent retail wave and reported some truly dogsh*t numbers.

The company reported Q1 ‘19 results that included (i) $94.2mm in sales, a $9mm YOY decrease (-8.7%), (ii) a 5.2% comp store sales decline, (iii) an 12.5% e-commerce sales decline, (iv) increased inventory (+$5.7mm), and (v) increased debt levels and interest expense (up ~$300K). Sales declines permeated throughout the enterprise, including leased department store sales. The only uptick in sales was in wholesale, which is primarily done through Amazon Inc. ($AMZN). On the plus side, the company enjoyed increased gross margin and meaningfully decreased SG&A (down 6.5%). Gross margin increased due to a pullback in promotional activity; nevertheless, gross profit declined by 6.9% due to the overall decrease in sales. As for SG&A, the reduction is attributable to employees getting the shaft and the company shedding leases like its 2019. Indeed, the company cut 32 stores and 88 leased department locations in the twelve month period. While the company wouldn’t articulate its portfolio strategy going forward, the company did expressly state that it expects additional store closures through the end of 2019.

So, what’s the debt look like? Well, for starters, this is a public company and so we don’t have a private equity sponsor strangling the company with too much debt, dividend recapitalizations, management fees and any of that other fun stuff. So, here, the company doesn’t have a patsy to blame for its woeful performance. Only itself and its revolving door of management teams.

The company’s capital structure looks like this:

  • $50mm ‘23 Revolving Credit Facility (of which $26.2mm is funded and $6.297mm is outstanding as letters of credit)(Agent: Wells Fargo Bank NA). The company has $10.1mm of availability pursuant to its borrowing base limitation. In other words, the company’s lenders are increasingly minimizing their exposure by limiting the company’s ability to borrow the full extent of the committed facility. Indeed, the facility was, in connection with a 2018 amend and extend exercise, ratcheted down from $70mm. The lenders aren’t fooling around here. The weighted interest rate is 4.53%.

  • $25mm ‘23 Term Loan Facility (Agent: Pathlight Capital LLC). The interest rate is LIBOR plus 9%.

  • The company has a couple of other financing agreements totaling approximately $4mm.


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⚡️Update: Trickle-Down Healthcare Distress (Long Electronic Beds, Short Nana). Part I.⚡️

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We scoured far and wide to see whether there might be some businesses that would get hammered by the uptick in healthcare distress we’ve all witnessed of late. In early June, we took a bit of a stab in the dark (Members’-only access):

There has been notable bankruptcy activity in the healthcare industry this year — from continuing care retirement communities to the acute care space. When end users capitulate and need to streamline operations and cut costs, who gets harmed farther down the chain? It’s a good question: after all, there’s always some trickle down effect.

Our internal search for answers to this question recently brought us to Charlotte-based Joerns Healthcare, a “premier supplier and service provider in post-acute care.” The company sells supportive care beds, transport systems, respiratory care solutions and more.

Among other things, we noted how the Joerns’ term loan maturing May 2020 “was among one of the worst performing loans in the month of May — quoted in the low 70s, down approximately 15% since April.” We insinuated that a bankruptcy filing may not be too far away.

We didn’t expect it to be in court a mere six weeks later.

On Monday, Joerns WoundCo Holdings Inc. and 13 affiliated entities filed a prepackaged bankruptcy in the District of Delaware. Among other reasons provided to explain its capitulation into bankruptcy court is “post acute sector disruption.” Now that’s music to our ears.

⚡️Update: FuelCell Energy Inc.⚡️

In May’s “🌋FuelCell Sucks Wind (Long Distressed Power)🌋,” we closed by saying:

“…we suspect we’ll be seeing this thing in Delaware sometime soon.”

The day of reckoning appears to have been stalled a bit.

FuelCell Energy Inc. ($FCEL) recently filed its Form 10-Q with the SEC. Across the board, the numbers were dogsh*t. This company is pretty darn good at losing money, apparently. Year-over-year revenues are WAY down and operating losses are mounting. The company retained Huron Consulting Group as CRO, paying them upwards of $1025/hour and an (elective) success fee:


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🛋Restoration Hardware B.R.I.N.G.S. IT (Long Shade)🛋

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There was so much that happened last week that we didn’t get a chance to report on RH’s stellar earnings report. We often report on sh*tty retail and so we’d be remiss not to highlight it: after all, RH crushed the home furnishing space this past quarter and fiscal year. It had record revenue, solid margins and strong go-forward guidance — despite headwinds such as tariffs (the costs of which the retailer unabashedly states will be passed on to the consumer). There were a number of interesting bits in the company’s earnings release.

In the midst of delineating successful initiatives, the company highlights:

Moving from a promotional to a membership model, elevating our brand and streamlining our business while developing a more intimate relationship with our customers.

That’s right. RH has one of the more shameful membership models out there: become a member and instantly benefit from meaningfully discounted prices. Then, forget that you became a member after your furnishing needs are satiated and continue to pay annual recurring membership fees to the retailer anyway. This annual membership isn’t like a media subscription or golf club dues: the chances of you purchasing furniture from RH every year are probably pretty low. As are the chances of you remembering to cancel your membership. Which, clearly, RH is banking on. One retailer’s promotion is another retailer’s flipped-upside-down membership model.

Second:

Opening architecturally inspiring and immersive physical experiences that render our products and services more unique and valuable, while doubling our retail revenues and earnings in every market.


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💥Mary Meeker’s “State-of-the-Internet” Slide Presentation💥

Another year, another banner “State-of-the-Internet” presentation from Mary Meeker. There are some bits that we thought would be of particular interest to the restructuring community.

  • For all we hear about Amazon and e-commerce destroying retail, e-commerce growth is slowing. It constitutes 15% of retail versus 14% a year ago.

  • There is a stark shift in time spent on various forms of media and, by extension, the use of ad budgets. This chart ought to frighten the sh*t out of print and radio content producers. Time spent on print and radio is down BIG. Even more disconcerting for print? All of the other mediums appear to have reached an equilibrium between time spent and ad spend but print, however, still enjoys a disproportionate amount of ad dollars. Said another way, print media outlets may still have some pain heading their way.

We’ve made recent mention of rising customer acquisition costs and how that might derail many retailers’ business plans. To reduce CAC, many streaming services (e.g., Zoom, Spotify) use free tiers at the top of their funnel to get potential customers in the door and familiar with their products and then focus primarily on making those potential customers happy instead of otherwise deploying effort to market wholesale (PETITION Note: similarly, this is what we do). That said, CACs are indeed increasing. Ms. Meeker has a chart for this:


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💩Coal Country is Busy. Noooo…not Mining. Filing. For Bankruptcy (Short #MAGA!)💩

Pour one out for the fine folks of eastern Kentucky and western Virginia. They can’t seem to catch a break.

Earlier this week, Cambrian Holding Company Inc. (and its affiliate debtors) joined a long line of coal producers/processors (e.g., Cloud Peak EnergyWestmoreland CoalMission Coal) who have recently filed for bankruptcy. The company employees approximately 660 people, none of whom are members of a labor union (in contrast to bigger, more controversial, coal filings, i.e., Westmoreland) and most of whom must be fretting over their futures. They must really be getting tired of all of the post-election “winning” that’s going on in coal country.

The company’s problems appear to start in 2015, at the time the company acquired TECO Coal LLC and assumed $40mm of workers’ compensation and black lung liabilities that TECO had previously self-insured. The company sought to leverage its broader scale to increase production but it failed to raise the working capital it needed to live up to its obligations and sustain production at levels necessary to service the company’s balance sheet. Post-acquisition, the company doubled revenues, but it couldn’t sustain that progress and nevertheless recorded net losses from 2015 through 2018. In turn, the company triggered financial covenant and other defaults under its ABL Revolver and Term Loan.

In other words, the company has been in a state of emergency ever since the acquisition. Almost immediately, the company “undertook various efforts to return to a positive cashflow,” which, as you might expect, meant idling or closing certain mining operations, stretching the usable life of equipment, and laying off employees.* Its efforts proved fruitless. Per the company:

Notwithstanding these efforts, the Debtors have been unable to overcome the pressures placed on their profit margins from steadily declining coal prices (along with burdensome regulations and the accompanying decline in demand for coal), all of which have contributed to the Debtors’ substantial negative cashflow and inability to consummate a value-enhancing transaction.

So, what now? The company, with assistance from Jefferies LLC, will attempt to find a buyer willing to catch a falling knife: the plan is to “commence an expeditious sale and marketing process” of the company’s assets (call us crazy, but shouldn’t it be the other way around?). To fund this process, the company has a DIP commitment from affiliates of pre-petition lenders for $15mm.**

*Interestingly, it was in March 2016 when Hilary Clinton infamously stated, “Because we're going to put a lot of coal miners and coal companies out of business.” At the time, Cambrian was already struggling, laying off people in an attempt to generate positive cashflow. That message really must’ve struck a chord down in coal country. WHOOPS.

**The Term Lenders swiftly objected to the terms of the DIP and the use of cash collateral.

⛽️Even the Permian Isn’t Infallible (Long Heaps of Oil & Gas Distress)⛽️

 

Even at 95 years old, you can’t get one past Charlie Munger. #Legend.

The Permian Basin in West Texas is where it’s at in the world of oil and gas exploration and production. Per Wikipedia:

As of 2018, the Permian Basin has produced more than 33 billion barrels of oil, along with 118 trillion cubic feet of natural gas. This production accounts for 20% of US crude oil production and 7% of US dry natural gas production. While the production was thought to have peaked in the early 1970s, new technologies for oil extraction, such as hydraulic fracturing and horizontal drilling have increased production dramatically. Estimates from the Energy Information Administration have predicted that proven reserves in the Permian Basin still hold 5 billion barrels of oil and approximately 19 trillion cubic feet of natural gas.

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And it may be even more prolific than originally thought. Norwegian research firm Rystad Energy recently issued a report indicating that Permian projected output was already above 4.5mm barrels a day in May with volumes exceeding 5mm barrels in June. This staggering level of production is pushing total U.S. oil production to approximately 12.5mm barrels per day in May. That means the Permian now accounts for 36% of US crude oil production — a significant increase over 2018. Normalized across 365 days, that would be a 1.64 billion barrel run rate. This is despite (a) rigs coming offline in the Permian and (b) natural gas flaring and venting reaching all-time highs in Q1 ‘19 due to a lack of pipelines. Come again? That’s right. The Permian is producing in quantities larger than pipelines can accommodate. Per Reuters:

Producers burned or vented 661 million cubic feet per day (mmcfd) in the Permian Basin of West Texas and eastern New Mexico, the field that has driven the U.S. to record oil production, according to a new report from Rystad Energy.

The Permian’s first-quarter flaring and venting level more than doubles the production of the U.S. Gulf of Mexico’s most productive gas facility, Royal Dutch Shell’s Mars-Ursa complex, which produces about 260 to 270 mmcfd of gas.

The Permian isn’t alone in this, however. The Bakken shale field in North Dakota is also flaring at a high level. More from Reuters:

Together, the two oil fields on a yearly basis are burning and venting more than the gas demand in countries that include Hungary, Israel, Azerbaijan, Colombia and Romania, according to the report.

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All of which brings us to Legacy Reserves Inc. ($LGCY). Despite the midstream challenges, one could be forgiven for thinking that any operators engaged in E&P in the Permian might be insulated from commodity price declines and other macro headwinds. That position, however, would be wrong.

Legacy is a publicly-traded energy company engaged in the acquisition, development, production of oil and nat gas properties; its primary operations are in the Permian Basin (its largest operating region, historically), East Texas, and in the Rocky Mountain and Mid-Continent regions. While some of these basins may produce gobs of oil and gas, acquisition and production is nevertheless a HIGHLY capital intensive endeavor. And, here, like with many other E&P companies that have recently made their way into the bankruptcy bin, “significant capital” translates to “significant debt.”

Per the Company:

Like similar companies in this industry, the Company’s oil and natural gas operations, including their exploration, drilling, and production operations, are capital-intensive activities that require access to significant amounts of capital.  An oil price environment that has not recovered from the downturn seen in mid-2014 and the Company’s limited access to new capital have adversely affected the Company’s business. The Company further had liquidity constraints through borrowing base redeterminations under the Prepetition RBL Credit Agreement, as well as an inability to refinance or extend the maturity of the Prepetition RBL Credit Agreement beyond May 31, 2019.

This is the company’s capital structure:

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The company made two acquisitions in mid-2015 costing over $540mm. These acquisitions proved to be ill-timed given the longer-than-expected downturn in oil and gas. Per the Company:

In hindsight, despite the GP Board’s and management’s favorable view of the potential future opportunities afforded by these acquisitions and the high-caliber employees hired by the Company in connection therewith, these two acquisitions consumed disproportionately large amounts of the Company’s liquidity during a difficult industry period.

WHOOPS. It’s a good thing there were no public investors in this thing who were in it for the high yield and favorable tax treatment.*

Yet, the company was able to avoid a prior bankruptcy when various other E&P companies were falling like flies. Why was that? Insert the “drillco” structure here: the company entered into a development agreement with private equity firm TPG Special Situations Partners to drill, baby, drill (as opposed to acquire). What’s a drillco structure? Quite simply, the PE firm provided capital in return for a wellbore interest in the wells that it capitalized. Once TPG clears a specified IRR in relation to any specific well, any remaining proceeds revert to the operator. This structure — along with efforts to delever through out of court exchanges of debt — provided the company with much-needed runway during a rough macro patch.

It didn’t last, however. Liquidity continued to be a pervasive problem and it became abundantly clear that the company required a holistic solution to its balance sheet. That’s what this filing will achieve: this chapter 11 case is a financial restructuring backed by a Restructuring Support Agreement agreed to by nearly the entirety of the capital structure — down through the unsecured notes. Per the Company:

The Global RSA contemplates $256.3 million in backstopped equity commitments, $500.0 million in committed exit financing from the existing RBL Lenders, the equitization of approximately $815.8 million of prepetition debt, and payment in full of the Debtors’ general unsecured creditors.

Said another way, the Permian holds far too much promise for parties in interest to walk away from it without maintaining optionality for the future.

*Investors got burned multiple times along the way here. How did management do? Here is one view (view thread: it’s precious):

😬

☄️Future First Day Declaration: Forever21☄️

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We figured we'd take the first crack at the First Day Declaration for Forever21 Inc.'s potential bankruptcy* and spare the company some professional fees.

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"Preliminary Statement in Support of Forever21's Chapter 11 Petition"

As you know, retail sucks. The list of bankrupted retailers is long and “iconic” and so we got FOMO and decided, what the heck! Everyone’s failing, so we might as well also!

But first, we did want to make sure that we could explain to our uber-loyal fanbase (who clearly isn’t buying enough of our sh*t) that we did everything in our power to stay out of bankruptcy court. And so we did what all retailers today do: we focused on omni-channel; upped our Insta spend; updated the lighting in our stores and refurbished our “look”; stretched our vendors; sh*tcanned some employees; negotiated extensively with our landlords; closed a few underperforming locations; negotiated with our lenders, and more! According to Bloombergwe’ve hired Latham & Watkins LLP to deal with this hot mess, including our $500mm asset-backed loan. We’ve been busy bees!!

We had one Hail Mary trick up our sleeves that we thought would really save the business: partnerships. With first class brands. Like Cheetos. That’s right Cheetos!! GET PUMPED!!! Everything is so 🔥🔥🔥.

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This sh*t got ~45k likes (“worst things since the Kardashians!” haha). Which pales compared to this doozy, which got ~47k likes:

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This is the most ridiculous clothing line I’ve ever seen.

Nothing drives sales sales sales like thoughts of “ball cheese” (PETITION Note: sorry…we had to). #Fail.

But, wait! There’s more. We brought back Baby Phat too!!

May G-d have mercy on all of us.

*Sources tell us that the company may not be as close to a bankruptcy filing as some previous media reporting implied. Nevertheless, the name has been kicking around for some time now within the lender community and it does appear that the company is focused on some operational fixes. This “mock” first day declaration should not be construed as indicating that a bankruptcy is, in fact, imminent.

Retail: DTC Disrupting DTC (Short the Notion of Long-Lasting Iconic Brands)

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First, as we've harped on time and time again, enough with the "iconic" nonsense. Charlotte Russe is NOT an iconic brand. Read "Shoe Dog" by Phil Knight and then you'll get a sense of a truly iconic brand. 

But speaking of brands, here is a feature by Noah Brier and Colin Nagy about Tracksmith, an upstart fitness apparel brand geared towards serious-but-still-amateur runners. They take the general view that other players in the space have watered down running apparel with the hope of appealing more broadly to the masses; these folks are more old school, a bit snobby about running, and unapologetic about it. 

We found this bit particularly interesting (check links — 100% spot on):

With the gold rush of direct-to-consumer brands, you get the sense that everyone is trying to quickly slap something together using the same agencies, the same colors, and the same paid Instagram strategy. But building strong core muscles and doing something that can stand for a long period of time requires taking some deliberately contrarian positions.

It's true. The ease with which one can start a business today with virtually no infrastructure (PETITION Note: yes, we get that this comment is mildly meta), has created a deluge of purported “brands” all seeking to leech hard-earned dollars out of your pockets as you have a fleeting moment of insecurity-inducing scroll-based FOMO upon the umpteenth picture of your ex-boyfriend with his goddess new girlfriend tanning on a yacht off the coast of Costa Rica clanking bottles with f*cking Jennifer Lawrence as you dive into the misplaced hope that retail therapy will help you feel better(!) about how you're "living the dream" -- but, like, not, really -- because your existence is literally accounted for in six minute increments while you're red-lining changes to the memo that you submitted when it was due two weeks ago and the partner only just now got around to reviewing it despite it being oh-such-an-emergency when it forced you to miss your bestie's birthday party, all the while wondering “what’s the f*cking point” considering you have no clue how you’re possibly going to compete to make partner against that trust-fund broheim who rowed crew at Princeton, with whom the Department Head (who is on his fifth wife) isn’t #MeToo-afraid to go out to drinks and dinner with, who needn’t worry, five years from now, about going through IVF while also working bone-crushing hours or, if successful, ducking off into a dark dank closet to pump while on a conference call leaning up against a bucket and mop set with a stronger personality than the junior partner who is still single, still living in his one bedroom West Village apartment he had in law school, and has an empathy quotient on par with a bowling ball, all while it's 75 degrees outside, there's not a cloud in the sky, and there are people far worse-paid-but-far-happier enjoying their life out in Madison Square Park. Damn Instagram feeds with those damn shiny photos of DTC brands. There goes $4,279. 🖕🖕🖕🖕🖕🖕

But we digress.

Back to DTC...

The first wave of DTC were disruptive and interesting. The Caspers and Warbys of the world. The second wave were perhaps a bit more opportunistic, chasing the gold rush of capital and seemingly less interested in the intangible magic that makes a long-standing and iconic brand. (See: the inherent contradiction with things like Brandless.) But perhaps a third wave of these types of brands can balance a heartbeat with the spirit that goes into a category disruptor.

And as more and more of these zombie, grown-in-a-lab DTC brands pile up (and subsequently drive up the CPMs of social advertising even more), those companies that actually have a vision will be the ones around to be handed down.

We have no crystal ball and cannot predict what will be handed down but the "drive up the CPMs of social advertising even more" bit is on point and potentially devastating to all of those retailers out there whose stated strategy is to deploy more resources to social marketing. The cover charge for that is getting far more onerous as Facebook Inc. ($FB) limits supply amidst fervent demand. Indeed, the over-saturation of social is leading to a dramatic shift in customer-acquistion-strategies, with DTCs spentding $3.8b on TV ads last year — an increase of 60% over 2017. It's gotten so hard to stick out……..


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