AIMIA INC AIM.PR.B
October 06, 2016 - 11:53pm EST by
mpk391
2016 2017
Price: 11.14 EPS 0 0
Shares Out. (in M): 3 P/E 0 0
Market Cap (in $M): 165 P/FCF 0 0
Net Debt (in $M): 0 EBIT 0 0
TEV ($): 0 TEV/EBIT 0 0

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Description

Worst case scenario, this is a ~10% yield that should be covered nearly 4X over.  There’s a double discount here: Canadian preferred shares have been dumped en masse, and investors are overly concerned about the renewal of Aimia’s contract with Air Canada in mid-2020.   So you get paid handsomely to wait for these shares to once again trade near par - roughly a double from here.  There’s a good chance the contract gets renewed early -  perhaps in the next year or so – which would be a great catalyst.

 

(all amounts in C$ unless noted)

 

 

A word on liquidity: the series 1-3 preferred shares together have $165M in market value and trade about $150K per day.  I own the Series 2 exclusively, since it has the widest discount to par and it pays a floating interest rate (and since I had to enter a share price, shares out, and symbol, I entered the Series 2 data.  But they’re all cheap.  If I were more constrained by liquidity, I’d be happy owning all three.

 

 

Rate reset preferreds such as Aimia’s Series 1 & 3 began appearing in 2008, when interest rates were falling and everyone thought they’d rebound sooner rather than later.  Sold largely to yield-seeking retail investors, they now account for ~60% of the almost $67B Canadian preferred share market.  Floating rate preferreds – such as Aimia’s Series 2 – aren’t as common, but obviously offered another way to play this seemingly-inevitable rebound.  And of course, rates went on to sink even lower, especially around early 2015 when the retail investors started throwing in the towel.   This probably explains the initial swan-dive in the Series 1-3.

 

But it’s company-specific fear that probably explains why there’s been hardly any rebound.  The market is worried about what happens to Aimia when its contract with Air Canada (AC) expires in mid-2020.  Aimia grew out of Aeroplan – originally AC’s frequent flyer program – which was spun off from AC in 2005.  Today, Aeroplan is a full-blown loyalty “coalition” – in which lots of consumer-focused companies buy points (fka “miles”) to reward their customers.  Last year, just over 20% of points were purchased by AC to reward their frequent fliers.  70% were purchased by credit card issuers (CIBC, TD Bank, and Amex), and other ~10% by a hodgepodge of supermarkets, gas stations, etc.  But AC still remains hugely important to Aeroplan, since when these customers redeem their points, they spend 80% of them on airfare.  AC, along with its low-cost carrier Rouge, provides perhaps 86% of that 80%, while the other Star Alliance airlines provide the rest.

 

It might seem strange that anyone is freaking out about a contract that doesn’t run out for another 3.7 years, particularly when there’s never been any friction (in public, anyway) between the two sides.  And it is strange.  But it’s not totally crazy.  The CEO of AC has been flagging the upcoming renegotiation as a source of future cost savings[1].  The original contract was signed under some fairly unusual circumstances.   BMO’s analyst – perhaps the most bearish guy on Aimia – has gone so far as to say that “there is longer-term existential uncertainty around the Air Canada contract expiry in 2020.”

 

If you really think the contract won’t be renewed, this idea just isn’t for you.  Aimia might survive such an event,[2] but it’s hard to say how the cash flows would change.  At best you’d be in for a white-knuckle ride.

 

But it’s extremely unlikely that AC and Aeroplan part ways.  Yes, the new terms won’t be as good (but they’ll be good enough).  To understand why, one needs to know some history.  The current contract was probably not the product of an arms-length negotiation.  I doubt there was a negotiation at all.   Instead, this was the result of why I’d call “valuation-multiple arbitrage.”  Cerberus – which came to control ACE Aviation Holdings[3] through its 2003 bankruptcy - was looking for ways to pay down some debt at ACE and maximize the value of ACE equity.  To do so, they carved out some of AC’s higher quality income streams, including its frequent flyer program[4].  Thus, AC agreed to set aside 8% of its capacity for sale to Aeroplan at cost[5].  These flights were dubbed “ClassicFares” and in the early years they represented nearly all the flight rewards that Aeroplan offered.

 

It’s all about ClassicFares…

 

In addition to Aeroplan, Aimia today has lots of other loyalty-marketing operations around the globe.   But these cats & dogs basically just about offset corporate overhead, and thus Aeroplan remains the key to the fate of these preferreds.

 

So we need to estimate much a renewal could ding Aeroplan’s roughly $200M of annual free cash flow.   Let’s try to get a sense for how much room there is to renegotiate..  Looking at AC’s financials, it seems likely that variable costs are at least 75% of revenues.  See for yourself:

 

https://1drv.ms/x/s!Aqrw-OOY6WUhgP5PphXArKZqyAApwA

 

The exact amount looks a bit more like 80% to me, but to avoid quibbling and to be conservative let’s use 75% instead.

 

So if Aeroplan buys ClassicFares at cost, and cost is at least 75% of market prices, then we know that Aeroplan’s cost for ClassicFares is probably not more than 25% under-market[6][7].  Since the worst that AC would demand under a new contract is full market prices, the maximum increase over current prices would be 33% (=100%/75%-1).

 

We can also estimate how much Aeroplan is currently paying.  Consolidated “cost of rewards and direct costs” were 1,601.9 in 2015.  Star Alliance airlines were 43% of this number, and Aeroplan is the only Aimia coalition affiliated with Star Alliance.  

 

So, 1,601.9 * 43.0% = 688.8 total spent by Aeroplan on flight rewards (all from Star Alliance)

 

688.8 * ~86% = 592.7 spent on Air Canada/Rouge vs other Star Alliance airlines

592.7 - $180 cost of MarketFare revenue (more on this in a moment) = 412.7 spent on ClassicFares

 

33% max increase * 412.7 = $137.6M worst-case hit to Aimia’s FCF (approximately)

 

Which means…

 

200 of current annual FCF[8] – 137.6 = 62.4 FCF still available to pay preferred dividends

 

62.4 / 16.9 of preferred dividends = 3.7x worst-case coverage

 

But this is very much a hypothetical exercise.  There’s no way Aimia is going to pay even close to full retail prices for these seats.  Aeroplan’s MarketFare program proves that it can negotiate a discount to market rates for bringing AC a large volume of business.  Adding the ClassicFare flights to the mix, that volume of negotiated-rate business will more than triple.

 

Since the supply of ClassicFares is limited, Aeroplan has long offered flight rewards to members who can’t get a ClassicFare on the flight they want.  The first iteration of this was the Avenue program, followed by ClassicPlus in 2006, and finally by MarketFare in 2014.  These were a small part of the mix at first, but they’re ~30% of Aeroplan flight rewards today and total ~$180M in annual revenue to AC.  While the prices on these are closer to market rates, they’re still at a significant discount, particularly for members who earn lots of points on a regular basis.

 

Finally, keep in mind that AC doesn’t hold all the cards.  One big reason is that the revenue that AC gets from MarketFare flights comes with attractive margins.  MarketFare rates were negotiated just a few years ago, when neither party was in any sort of weak bargaining position, thus AC is likely still happy with these prices.  It would be hard for AC to replace all of this lost revenue – creating a new coalition requires signing a major credit card issuer, and it’s not clear who that would be.  Canada’s top 4 issuers (RBC, CIBC, TD, BMO) have something like 72% of Canada’s general purpose credit card purchase volume (5th place has ~6%), and they’re all pretty tied up as far in terms of loyalty coalitions.

 

Another big reason is that Aeroplan has developed close relationships with essentially all of AC’s best customers in the process of managing AC’s frequent flyer program.  If AC were to take its program back in-house, one can imagine all sort of ways these customers could get upset and take their business to WestJet, Porter, American, et al.

 

By the way, Aeroplan’s earnings come from more than just the gross profit on ClassicFares:  In 2015, It might[9] make some money on MarketFares too, albeit a smaller margin.  It definitely makes money on non-airfare rewards, which now attract ~20% of all points spent, and carry gross margins much higher than the margins on airfare overall.  It probably makes some money on various travel-related fees (e.g. flight change fees), as well as a tiny profit for managing AC’s frequent flyer program.  Last and certainly not least, Aeroplan makes money on the points that members never use, which in theory would be 100% gross margin revenue.

 

Catalyst – early renewal

 

Aeroplan has a 6/28/2019 deadline by which it must notify AC if it intends to not renew the CPSA on 6/28/2020.  But Aimia has a debt maturity on 5/17/2019, and AC has a veritable “wall” of debt maturing in 2019, so one would expect the renewal discussion to get underway in 2018.  From there, it’s not a stretch to think that Aimia might be able to push for a deal in advance of its 1/22/2018 debt maturity[10], which would allow it to refi at a decent rate and free up cash for its hefty dividends and buybacks.  (Aimia’s capital allocation certainly doesn’t suggest any nervousness about Air Canada.)

 

 

Starting negotiations early won’t put Aimia in a bad negotiating position, for the simple reason that generates nearly enough free cash flow to pay down all three pieces of debt as they come due.  In fact, Aimia is prepared to do just that for the upcoming January 2017 maturity.  The CFO will give an update on this issue during the 3Q16 call in November.  In addition, there’s also:

 

  1. excess cash of $130M[11]

  2. a $300m revolver which is nearly untapped

  3. Cardlytics biz is on the block - worth maybe $70m.  A sale should be neutral or better to FCF.

  4. 48.9% stake in PLM – a Mexican loyalty coalition built around the frequent flyer program of AeroMexico.  This business is a gem – grows quickly while throwing of lots of FCF.  PLM has been rumored to be worth US$1B[12], which would put Aimia’s stake at C$650M (note that a sale would reduce FCF by ~$15M - the dividends Aimia receives from PLM).  It’s highly likely that PLM will be IPO’d eventually.

 

But what if Air Canada goes bankrupt again?

 

AC has been doing well for a while now.  Last I checked, adjusted[13] net debt to EBITDAR was below 2.5X.  Interest expense + aircraft rental was ~1/3 of EBITDAR.  But of course, there could still be trouble if demand drops severely enough.  The question is, what then would happen to the current contract?

 

Thankfully, we can look to history as a guide.  In 2009 AC went through an out-of-court restructuring and the contract remained intact.  If AC were to actually file, the contract would probably still survive.  Management addressed the reasons why at their Analyst Day on 10/1/13 and I’ve pasted their words below.  But if you’re short on time, it boils down to:

 

  1. Canadian bankruptcy law forces debtors to abrogate contracts completely or not at all (unlike Chapter 11 in the U.S., where they can tinker with individual terms).

  2. This contract brings in a critical amount of FCF for AC which it couldn’t fully replace, or at least not quickly.  Therefore, it’s unlikely that any judge would allow them to abrogate the contract.

  3. Since AC is the national flag carrier, the government would probably come to the rescue, as they did in 2009.

 

CEO Rupert Duchesne  – “Luckily or unluckily in 2009, we had a chance to put it to the test when Air Canada did get close to filing for bankruptcy. We did an out-of-court refinancing of the airline. We participated. We lent them $150 million at 12.75% coupon, which was I think fair with the risk, if anything. But I think that's very illustrative of the -- at the point that it really gets serious, we are a critical source of cash flow for the airline and being able to make up in a very short period of time for the loss of that would be almost impossible. And therefore, there wasn't the even any discussion at that time of what we going to do and see if we can find somebody else to do this for you. ... Also in a bankruptcy filing there's a whole lot of sort of legal and accounting issues that make it extremely hard for them sort of day off to do without, and we don't book.

 

The advice we received is that we don't think any bankruptcy judge in Canada would allow the airline to abrogate the contracts in such a way that gave cash flow risk to the airline. Frankly, if it did happen, our view is that we've actually got a fairly strong argument for the airline not to do anything. Because if we were to take that customer base and that revenue flow and provide it immediately to their competitors, WestJet, OneWorld Alliance, et cetera, et cetera, it will be a crippling blow to them. So I think what you'll see happen is have a fairly logical argument with them about is the price we're paying for Classic seats compensating you fairly for the opportunity cost of those seats? And we've done that work fairly regularly and the answer to that is yes. Are we paying you a fair price for the MarketFare rewards? And we've just done that deal so you could argue that in a moderate time, like we're in today, the answer to that obviously is yes at this point. And therefore, is there any incentive for anybody really to do anything? I think the answer is no. There are much more important things to worry about in the restructuring than a contract that is net cash flow positive to you in a much higher degree than if you did it yourself, which is what this is.

 

So we were lucky to be able to prove that in 2009, and our position now having done – just done this new deal with the card partners is much stronger than it was even in 2009 because the total revenue pile coming from these because of the breakage reduction we're talking about a moment ago and the increased price being paid by the bank means that the net cash flow in favor of the airline is even higher than it was in 2009 and will continue to grow as we get closer to the renewal of that relationship and the increased price being paid by the bank means that the net cash flow in favor of the airline is even higher than it was in 2009 and will continue to grow as we get closer to the renewal of that relationship.”

 

Former CFO David Adams – “Yes, just 2 other data points to that: one is Air Canada is a little bit different than many other airlines because it is a national flag carrier. And when it was put to the test in 2009, the Canadian government through EDC came to -- participated in the out-of-court refinancing and bridge loan. So the international gates are viewed as a national asset. And so notwithstanding WestJet's growth in the Canadian marketplace, I still believe that when push comes to shove, the Canadian government will be there with the financial support. So in a disaster scenario, we shouldn't be thinking about would the airline evaporate because there's a very, very low probability to that outcome. And for those of you, because we're here in London, just a finer point of Canadian bankruptcy law, we're not Chapter 11, right? So don't think of us that we are U.S. Chapter 11. And the difference is, is that in the U.S. you can actually cherry-pick contracts, I mean you get a judge to abrogate certain terms or conditions. In Canada, you have to abrogate the agreement in total. So it's either you keep the agreement out or you have to abrogate it completely. So when you talk about the risk of renegotiation, risk of cash flows, it's much higher in that circumstance than it would be under Chapter 11.”

 

 

By the way, Aimia’s equity was previously written up on VIC by castor13 in 2011 (under the old name of “Groupe Aeroplan”) as well as by Ragnar0307 in 2013.  I’m not sure if the equity is cheap today, but in any case, I think the preferred shares offer at least as much upside with less risk.

 

Also, note that Aimia is one of those rare small-caps where IR (Karen Keyes) can answer most if not all of your questions.  Not that you shouldn’t talk to the CEO/CFO, but you might want to try her first.

 

 

 


 

[1] AC CEO Calin Rovinescu at a conference on 12/2/15 - “10 years ago, Air Canada spun out its loyalty program to create shareholder value at that point in time. With that came a fairly expensive commercial contract.  And we will be restructuring that contract in 2020 with Aeroplan, and that will create value at that point in time.”  At AC’s 2Q16 call on 6/29/16 - “there's no question the expectation will be that, anything that is a below market, the term will be brought to market [upon renewal of the CPSA]”

[2] CEO Rupert Duchesne on the 6/27/13 analyst call – “So in the worst-case outcome where we wouldn't reach agreement with Air Canada in 2020, which is I said, I think it's extremely unlikely, we would have a hugely successful and economically viable program even without them. And frankly, it would be a program that would have been -- would be a great interest to other participants in the travel business.”

[3] ACE was the holdco which owned AC at the time.

[4] There is some evidence that AC had thought about eventually spinning-off Aeroplan prior to the 2003 bankruptcy, but in any event, I think it’s obvious that AC never would have agreed to these terms in an arms-length deal.

[5] CEO Rupert Duchesne at Analyst Day on 10/1/13 - “when we did the spinoff, we very carefully analyzed the real cost of the airline of providing those 8% of seats and we pay that pretty precisely. "

[6] Technically, there’s some circularity here, as ClassicFares are a component of AC’s revenue.  But we can overlook this since they’re probably not much over 3% of the total, and since our final estimate of the worst case scenario suggests a big margins of safety.

[7] For what it’s worth, Aeroplan’s own margins on ClassicFare seats seem to be close to 20%.  Since 2004, the program has offered seats at prices closer to market levels for those times when ClassicFare flights aren’t available.  In recent years, these have grown to ~30% of flights, but in the early years of 2002-2007 these were likely just a small portion of total flights, meaning that the Aeroplan’s gross margin on ClassicFare flights was probably close to its overall gross margin on airfare.  The latter margin never went much higher than 20%.  But it’s possible that Aeroplan was passing some of its savings on to coalition partners (e.g. CIBC) during that time, so this number might understate the true gap between ClassicFare and market prices.

[8] After interest expense but before preferred and common dividends

[9] This depends on the price that coalition partners pay for points, which could be less than the market value of the airfare it can buy

[10] CEO Rupert Duchesne at CIBC conference on 9/21/16 – “we would hope that we would get an Air Canada deal done long before we get to the end maturity on any of this debt.”

[11] CEO Rupert Duchesne at CIBC conference on 9/21/16

[12] http://www.bloomberg.com/news/articles/2015-07-30/aeromexico-said-to-value-loyalty-program-at-1-billion-for-ipo

[13] Adjusted for aircraft leases

 

I do not hold a position with the issuer such as employment, directorship, or consultancy.
I and/or others I advise hold a material investment in the issuer's securities.

Catalyst

Good chance they renew the contract with Air Canada in 2017.

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    Description

    Worst case scenario, this is a ~10% yield that should be covered nearly 4X over.  There’s a double discount here: Canadian preferred shares have been dumped en masse, and investors are overly concerned about the renewal of Aimia’s contract with Air Canada in mid-2020.   So you get paid handsomely to wait for these shares to once again trade near par - roughly a double from here.  There’s a good chance the contract gets renewed early -  perhaps in the next year or so – which would be a great catalyst.

     

    (all amounts in C$ unless noted)

     

     

    A word on liquidity: the series 1-3 preferred shares together have $165M in market value and trade about $150K per day.  I own the Series 2 exclusively, since it has the widest discount to par and it pays a floating interest rate (and since I had to enter a share price, shares out, and symbol, I entered the Series 2 data.  But they’re all cheap.  If I were more constrained by liquidity, I’d be happy owning all three.

     

     

    Rate reset preferreds such as Aimia’s Series 1 & 3 began appearing in 2008, when interest rates were falling and everyone thought they’d rebound sooner rather than later.  Sold largely to yield-seeking retail investors, they now account for ~60% of the almost $67B Canadian preferred share market.  Floating rate preferreds – such as Aimia’s Series 2 – aren’t as common, but obviously offered another way to play this seemingly-inevitable rebound.  And of course, rates went on to sink even lower, especially around early 2015 when the retail investors started throwing in the towel.   This probably explains the initial swan-dive in the Series 1-3.

     

    But it’s company-specific fear that probably explains why there’s been hardly any rebound.  The market is worried about what happens to Aimia when its contract with Air Canada (AC) expires in mid-2020.  Aimia grew out of Aeroplan – originally AC’s frequent flyer program – which was spun off from AC in 2005.  Today, Aeroplan is a full-blown loyalty “coalition” – in which lots of consumer-focused companies buy points (fka “miles”) to reward their customers.  Last year, just over 20% of points were purchased by AC to reward their frequent fliers.  70% were purchased by credit card issuers (CIBC, TD Bank, and Amex), and other ~10% by a hodgepodge of supermarkets, gas stations, etc.  But AC still remains hugely important to Aeroplan, since when these customers redeem their points, they spend 80% of them on airfare.  AC, along with its low-cost carrier Rouge, provides perhaps 86% of that 80%, while the other Star Alliance airlines provide the rest.

     

    It might seem strange that anyone is freaking out about a contract that doesn’t run out for another 3.7 years, particularly when there’s never been any friction (in public, anyway) between the two sides.  And it is strange.  But it’s not totally crazy.  The CEO of AC has been flagging the upcoming renegotiation as a source of future cost savings[1].  The original contract was signed under some fairly unusual circumstances.   BMO’s analyst – perhaps the most bearish guy on Aimia – has gone so far as to say that “there is longer-term existential uncertainty around the Air Canada contract expiry in 2020.”

     

    If you really think the contract won’t be renewed, this idea just isn’t for you.  Aimia might survive such an event,[2] but it’s hard to say how the cash flows would change.  At best you’d be in for a white-knuckle ride.

     

    But it’s extremely unlikely that AC and Aeroplan part ways.  Yes, the new terms won’t be as good (but they’ll be good enough).  To understand why, one needs to know some history.  The current contract was probably not the product of an arms-length negotiation.  I doubt there was a negotiation at all.   Instead, this was the result of why I’d call “valuation-multiple arbitrage.”  Cerberus – which came to control ACE Aviation Holdings[3] through its 2003 bankruptcy - was looking for ways to pay down some debt at ACE and maximize the value of ACE equity.  To do so, they carved out some of AC’s higher quality income streams, including its frequent flyer program[4].  Thus, AC agreed to set aside 8% of its capacity for sale to Aeroplan at cost[5].  These flights were dubbed “ClassicFares” and in the early years they represented nearly all the flight rewards that Aeroplan offered.

     

    It’s all about ClassicFares…

     

    In addition to Aeroplan, Aimia today has lots of other loyalty-marketing operations around the globe.   But these cats & dogs basically just about offset corporate overhead, and thus Aeroplan remains the key to the fate of these preferreds.

     

    So we need to estimate much a renewal could ding Aeroplan’s roughly $200M of annual free cash flow.   Let’s try to get a sense for how much room there is to renegotiate..  Looking at AC’s financials, it seems likely that variable costs are at least 75% of revenues.  See for yourself:

     

    https://1drv.ms/x/s!Aqrw-OOY6WUhgP5PphXArKZqyAApwA

     

    The exact amount looks a bit more like 80% to me, but to avoid quibbling and to be conservative let’s use 75% instead.

     

    So if Aeroplan buys ClassicFares at cost, and cost is at least 75% of market prices, then we know that Aeroplan’s cost for ClassicFares is probably not more than 25% under-market[6][7].  Since the worst that AC would demand under a new contract is full market prices, the maximum increase over current prices would be 33% (=100%/75%-1).

     

    We can also estimate how much Aeroplan is currently paying.  Consolidated “cost of rewards and direct costs” were 1,601.9 in 2015.  Star Alliance airlines were 43% of this number, and Aeroplan is the only Aimia coalition affiliated with Star Alliance.  

     

    So, 1,601.9 * 43.0% = 688.8 total spent by Aeroplan on flight rewards (all from Star Alliance)

     

    688.8 * ~86% = 592.7 spent on Air Canada/Rouge vs other Star Alliance airlines

    592.7 - $180 cost of MarketFare revenue (more on this in a moment) = 412.7 spent on ClassicFares

     

    33% max increase * 412.7 = $137.6M worst-case hit to Aimia’s FCF (approximately)

     

    Which means…

     

    200 of current annual FCF[8] – 137.6 = 62.4 FCF still available to pay preferred dividends

     

    62.4 / 16.9 of preferred dividends = 3.7x worst-case coverage

     

    But this is very much a hypothetical exercise.  There’s no way Aimia is going to pay even close to full retail prices for these seats.  Aeroplan’s MarketFare program proves that it can negotiate a discount to market rates for bringing AC a large volume of business.  Adding the ClassicFare flights to the mix, that volume of negotiated-rate business will more than triple.

     

    Since the supply of ClassicFares is limited, Aeroplan has long offered flight rewards to members who can’t get a ClassicFare on the flight they want.  The first iteration of this was the Avenue program, followed by ClassicPlus in 2006, and finally by MarketFare in 2014.  These were a small part of the mix at first, but they’re ~30% of Aeroplan flight rewards today and total ~$180M in annual revenue to AC.  While the prices on these are closer to market rates, they’re still at a significant discount, particularly for members who earn lots of points on a regular basis.

     

    Finally, keep in mind that AC doesn’t hold all the cards.  One big reason is that the revenue that AC gets from MarketFare flights comes with attractive margins.  MarketFare rates were negotiated just a few years ago, when neither party was in any sort of weak bargaining position, thus AC is likely still happy with these prices.  It would be hard for AC to replace all of this lost revenue – creating a new coalition requires signing a major credit card issuer, and it’s not clear who that would be.  Canada’s top 4 issuers (RBC, CIBC, TD, BMO) have something like 72% of Canada’s general purpose credit card purchase volume (5th place has ~6%), and they’re all pretty tied up as far in terms of loyalty coalitions.

     

    Another big reason is that Aeroplan has developed close relationships with essentially all of AC’s best customers in the process of managing AC’s frequent flyer program.  If AC were to take its program back in-house, one can imagine all sort of ways these customers could get upset and take their business to WestJet, Porter, American, et al.

     

    By the way, Aeroplan’s earnings come from more than just the gross profit on ClassicFares:  In 2015, It might[9] make some money on MarketFares too, albeit a smaller margin.  It definitely makes money on non-airfare rewards, which now attract ~20% of all points spent, and carry gross margins much higher than the margins on airfare overall.  It probably makes some money on various travel-related fees (e.g. flight change fees), as well as a tiny profit for managing AC’s frequent flyer program.  Last and certainly not least, Aeroplan makes money on the points that members never use, which in theory would be 100% gross margin revenue.

     

    Catalyst – early renewal

     

    Aeroplan has a 6/28/2019 deadline by which it must notify AC if it intends to not renew the CPSA on 6/28/2020.  But Aimia has a debt maturity on 5/17/2019, and AC has a veritable “wall” of debt maturing in 2019, so one would expect the renewal discussion to get underway in 2018.  From there, it’s not a stretch to think that Aimia might be able to push for a deal in advance of its 1/22/2018 debt maturity[10], which would allow it to refi at a decent rate and free up cash for its hefty dividends and buybacks.  (Aimia’s capital allocation certainly doesn’t suggest any nervousness about Air Canada.)

     

     

    Starting negotiations early won’t put Aimia in a bad negotiating position, for the simple reason that generates nearly enough free cash flow to pay down all three pieces of debt as they come due.  In fact, Aimia is prepared to do just that for the upcoming January 2017 maturity.  The CFO will give an update on this issue during the 3Q16 call in November.  In addition, there’s also:

     

    1. excess cash of $130M[11]

    2. a $300m revolver which is nearly untapped

    3. Cardlytics biz is on the block - worth maybe $70m.  A sale should be neutral or better to FCF.

    4. 48.9% stake in PLM – a Mexican loyalty coalition built around the frequent flyer program of AeroMexico.  This business is a gem – grows quickly while throwing of lots of FCF.  PLM has been rumored to be worth US$1B[12], which would put Aimia’s stake at C$650M (note that a sale would reduce FCF by ~$15M - the dividends Aimia receives from PLM).  It’s highly likely that PLM will be IPO’d eventually.

     

    But what if Air Canada goes bankrupt again?

     

    AC has been doing well for a while now.  Last I checked, adjusted[13] net debt to EBITDAR was below 2.5X.  Interest expense + aircraft rental was ~1/3 of EBITDAR.  But of course, there could still be trouble if demand drops severely enough.  The question is, what then would happen to the current contract?

     

    Thankfully, we can look to history as a guide.  In 2009 AC went through an out-of-court restructuring and the contract remained intact.  If AC were to actually file, the contract would probably still survive.  Management addressed the reasons why at their Analyst Day on 10/1/13 and I’ve pasted their words below.  But if you’re short on time, it boils down to:

     

    1. Canadian bankruptcy law forces debtors to abrogate contracts completely or not at all (unlike Chapter 11 in the U.S., where they can tinker with individual terms).

    2. This contract brings in a critical amount of FCF for AC which it couldn’t fully replace, or at least not quickly.  Therefore, it’s unlikely that any judge would allow them to abrogate the contract.

    3. Since AC is the national flag carrier, the government would probably come to the rescue, as they did in 2009.

     

    CEO Rupert Duchesne  – “Luckily or unluckily in 2009, we had a chance to put it to the test when Air Canada did get close to filing for bankruptcy. We did an out-of-court refinancing of the airline. We participated. We lent them $150 million at 12.75% coupon, which was I think fair with the risk, if anything. But I think that's very illustrative of the -- at the point that it really gets serious, we are a critical source of cash flow for the airline and being able to make up in a very short period of time for the loss of that would be almost impossible. And therefore, there wasn't the even any discussion at that time of what we going to do and see if we can find somebody else to do this for you. ... Also in a bankruptcy filing there's a whole lot of sort of legal and accounting issues that make it extremely hard for them sort of day off to do without, and we don't book.

     

    The advice we received is that we don't think any bankruptcy judge in Canada would allow the airline to abrogate the contracts in such a way that gave cash flow risk to the airline. Frankly, if it did happen, our view is that we've actually got a fairly strong argument for the airline not to do anything. Because if we were to take that customer base and that revenue flow and provide it immediately to their competitors, WestJet, OneWorld Alliance, et cetera, et cetera, it will be a crippling blow to them. So I think what you'll see happen is have a fairly logical argument with them about is the price we're paying for Classic seats compensating you fairly for the opportunity cost of those seats? And we've done that work fairly regularly and the answer to that is yes. Are we paying you a fair price for the MarketFare rewards? And we've just done that deal so you could argue that in a moderate time, like we're in today, the answer to that obviously is yes at this point. And therefore, is there any incentive for anybody really to do anything? I think the answer is no. There are much more important things to worry about in the restructuring than a contract that is net cash flow positive to you in a much higher degree than if you did it yourself, which is what this is.

     

    So we were lucky to be able to prove that in 2009, and our position now having done – just done this new deal with the card partners is much stronger than it was even in 2009 because the total revenue pile coming from these because of the breakage reduction we're talking about a moment ago and the increased price being paid by the bank means that the net cash flow in favor of the airline is even higher than it was in 2009 and will continue to grow as we get closer to the renewal of that relationship and the increased price being paid by the bank means that the net cash flow in favor of the airline is even higher than it was in 2009 and will continue to grow as we get closer to the renewal of that relationship.”

     

    Former CFO David Adams – “Yes, just 2 other data points to that: one is Air Canada is a little bit different than many other airlines because it is a national flag carrier. And when it was put to the test in 2009, the Canadian government through EDC came to -- participated in the out-of-court refinancing and bridge loan. So the international gates are viewed as a national asset. And so notwithstanding WestJet's growth in the Canadian marketplace, I still believe that when push comes to shove, the Canadian government will be there with the financial support. So in a disaster scenario, we shouldn't be thinking about would the airline evaporate because there's a very, very low probability to that outcome. And for those of you, because we're here in London, just a finer point of Canadian bankruptcy law, we're not Chapter 11, right? So don't think of us that we are U.S. Chapter 11. And the difference is, is that in the U.S. you can actually cherry-pick contracts, I mean you get a judge to abrogate certain terms or conditions. In Canada, you have to abrogate the agreement in total. So it's either you keep the agreement out or you have to abrogate it completely. So when you talk about the risk of renegotiation, risk of cash flows, it's much higher in that circumstance than it would be under Chapter 11.”

     

     

    By the way, Aimia’s equity was previously written up on VIC by castor13 in 2011 (under the old name of “Groupe Aeroplan”) as well as by Ragnar0307 in 2013.  I’m not sure if the equity is cheap today, but in any case, I think the preferred shares offer at least as much upside with less risk.

     

    Also, note that Aimia is one of those rare small-caps where IR (Karen Keyes) can answer most if not all of your questions.  Not that you shouldn’t talk to the CEO/CFO, but you might want to try her first.

     

     

     


     

    [1] AC CEO Calin Rovinescu at a conference on 12/2/15 - “10 years ago, Air Canada spun out its loyalty program to create shareholder value at that point in time. With that came a fairly expensive commercial contract.  And we will be restructuring that contract in 2020 with Aeroplan, and that will create value at that point in time.”  At AC’s 2Q16 call on 6/29/16 - “there's no question the expectation will be that, anything that is a below market, the term will be brought to market [upon renewal of the CPSA]”

    [2] CEO Rupert Duchesne on the 6/27/13 analyst call – “So in the worst-case outcome where we wouldn't reach agreement with Air Canada in 2020, which is I said, I think it's extremely unlikely, we would have a hugely successful and economically viable program even without them. And frankly, it would be a program that would have been -- would be a great interest to other participants in the travel business.”

    [3] ACE was the holdco which owned AC at the time.

    [4] There is some evidence that AC had thought about eventually spinning-off Aeroplan prior to the 2003 bankruptcy, but in any event, I think it’s obvious that AC never would have agreed to these terms in an arms-length deal.

    [5] CEO Rupert Duchesne at Analyst Day on 10/1/13 - “when we did the spinoff, we very carefully analyzed the real cost of the airline of providing those 8% of seats and we pay that pretty precisely. "

    [6] Technically, there’s some circularity here, as ClassicFares are a component of AC’s revenue.  But we can overlook this since they’re probably not much over 3% of the total, and since our final estimate of the worst case scenario suggests a big margins of safety.

    [7] For what it’s worth, Aeroplan’s own margins on ClassicFare seats seem to be close to 20%.  Since 2004, the program has offered seats at prices closer to market levels for those times when ClassicFare flights aren’t available.  In recent years, these have grown to ~30% of flights, but in the early years of 2002-2007 these were likely just a small portion of total flights, meaning that the Aeroplan’s gross margin on ClassicFare flights was probably close to its overall gross margin on airfare.  The latter margin never went much higher than 20%.  But it’s possible that Aeroplan was passing some of its savings on to coalition partners (e.g. CIBC) during that time, so this number might understate the true gap between ClassicFare and market prices.

    [8] After interest expense but before preferred and common dividends

    [9] This depends on the price that coalition partners pay for points, which could be less than the market value of the airfare it can buy

    [10] CEO Rupert Duchesne at CIBC conference on 9/21/16 – “we would hope that we would get an Air Canada deal done long before we get to the end maturity on any of this debt.”

    [11] CEO Rupert Duchesne at CIBC conference on 9/21/16

    [12] http://www.bloomberg.com/news/articles/2015-07-30/aeromexico-said-to-value-loyalty-program-at-1-billion-for-ipo

    [13] Adjusted for aircraft leases

     

    I do not hold a position with the issuer such as employment, directorship, or consultancy.
    I and/or others I advise hold a material investment in the issuer's securities.

    Catalyst

    Good chance they renew the contract with Air Canada in 2017.

    Messages


    SubjectRe: classic fare assumptions
    Entry10/07/2016 04:49 PM
    Membermpk391

    thanks bdad.  and I appreciate the question since I've been pondering this myself.  not surprisingly, the company is loathe to give any detail on the contract that isn't already in the public domain, so we've got to rely on our own logic here.

    Suppose for a moment that Aeroplan had just 50 members instead of ~5 million.  In that case, the incremental cost to AC would be little more than a Diet Coke and bag of peanuts for each ClassicFare sold (assuming, of course, that these folks don't all want the exact same flights).  But we're talking about 8% of AC's capacity on every route every month (source: 10/1/13 analyst day).  I'm not sure that means 8% on every single flight, but clearly AC can't sell ClassicFares on only those seats that were likely to otherwise be empty.  So I think the true cost to AC has got to include some allocation of fixed costs.  (Not all of them, though - I left their IT costs out of the equation, for example)

    My guess is that the cost number is reset frequently - likely even more than once a year.  If nothing else, there's probably an adjustment for fuel costs, which were nearly 18% of rev in 2015.  Empirically you can look at Aeroplan's cost per mile redeemed for airfare and see that it does vary over time (they don't give out this number but you can estimate it ... you can have my #s if you like)  it gets a bit complicated since the % of non-ClassicFare flights has changed over time and that definitely impacts cost per mile, but I think this % has steadily increased over the years, whereas cost per mile ebbs and flows.

    By the way, I'll admit there's a lot of steps in coming up with my worst case scenario, and more steps mean more chances to be wrong.  If the end result were that pfd dividends were just barely covered I'd be concerned, but it's 3.7x ... i.e. room to be wrong.

     


    SubjectRe: Air Canada, Value Proposition
    Entry10/07/2016 05:41 PM
    Membermpk391

    thanks Fenkell. 

    1) I wouldn't be shocked to find that the pref dividends were still fairly well covered in the event of a divorce.  but the market would freak out and it could take a while to reach a deal(s) with other airlines.  I haven't yet checked how well an alliance with WestJet and AlaskaAir could replicate the flight options that members currently have with AC.  Crudely speaking, their combined revenues in 2015 were C$11.3B vs AC's C$13.9B, so maybe, maybe they could come close to replicating the current options.  but either way I'm sure some Aeroplan members would feel like they got bait-and-switched.  also, I'm not sure what a divorce would do to Aeroplan's contracts with CIBC, TD, and Amex which together are 70% of Aeroplan's revenues.  The Amex contract expires 2018, so clearly they could drop out.  The CIBC and TD contracts expire 2023, but for all I know there could be a contractual "out" in the event that Aeroplan fails to renew with AC.

    2) don't know.  I'll ask.

    3) Regarding interchange fees, the decrease wound up being only ~10%, to an average rate of 1.50% - still plenty of room to pay Aeroplan.  I agree completely that the credit card landscape has gotten more competitive, but mgmt seems to have navigated this issue fairly well.  Competition started to increase no less than ~3 years ago, causing Aeroplan to make some major changes to the program - basically making the rewards much more attractive.  in the process, they got CIBC and TD to agree to a 15% price increase to help fund part of this (granted, it cost them some business with CIBC, but that in turn led to them signing TD - overall a big win for Aeroplan).  Essentially, they took a big hit to margins in order to boost revenues.  Now that rewards are better, breakage has declined to about 11%, which is the lowest breakage rate I've seen for any loyalty program that involves air travel.  In other words, they're pretty lean and mean these days, as opposed to over-earning and about to get steamrolled by competitors. 

    by the way, the interchange drama caused TD to pause its marketing for the TD Aeroplan card in 2015, but now they're back at it and avg spend per card is rising once again

    thanks for pointing out that slide.  to your point, when AC gets asked about Aeroplan, the CEO usually prefaces his comments with "we have a great relationship with them..."


    SubjectSpread per Mile, Burn vs. Earn Ratio and Asset Sales
    Entry10/11/2016 07:05 PM
    Memberafgtt2008

    Thanks for the write-up, very well-done and very helpful. I agree with you that Air Canada bringing the loyalty program in-house is highly unlikely and agree that the Air Canada renewal terms will not be overly punitive. Putting the Air Canada contract aside, I do see other pressures on free cash flow: 1) a declining spread per mile and 2) redemptions of previously issued miles.  

    The spread per mile in 2013 (prior to TD distributing Aeroplan credit cards) was ~35%. Today the spread per mile is only ~20%. I believe there is a scenario where the spread per mile continues to decline as Aimia will need to incur greater reward costs in order to maintain the competitiveness of the Aeroplan program. This is driven by the “spend vs. lend” environment. Today, banks are giving away “spend” economics through aggressive reward or cash-back programs in order to attract wealthier consumers / obtain attractive credit card “lend” economics (see American Express).

    In addition to a declining spread per mile, I estimate Aeroplan has ~130.5 billion unredeemed miles outstanding, equivalent to a liability of ~C$1.4 billion. If Aeroplan members begin redeeming these miles and miles redeemed approach or exceed miles issued (i.e. the “burn/earn” ratio increases), free cash flow will significantly decline.

    In a scenario where I have the spread per mile declining to ~15% and the burn/earn ratio increasing to ~100%, I see free cash flow approaching zero.  

    Where I could get comfortable with Aimia’s preferred shares is if there is anyway for the preferred holders to capture the value from the other Aeroplan assets, such as PLM and Cardlytics. If somehow we could ensure that in a downside scenario pref holders would see some of the proceeds from these potential asset sales, I think this could be a very investible idea. So my questions are as follows:

    1.     Do you have any insight into why the spread per mile will not further decrease?

    2.     Insights on why the burn vs. earn ratio will not increase above management’s ~89% target (i.e. 1 – the 11% breakage assumption)?

    3.     Insight that pref holders will be able to benefit from the potential monetization of PLM and Cardlytics (i.e. all proceeds won’t simply be dividend to equity holders)?

    Thanks,

    afgtt2008


    SubjectRe: Re: Spread per Mile, Burn vs. Earn Ratio and Asset Sales
    Entry10/11/2016 09:41 PM
    Memberafgtt2008

    Thanks for that anecdote Katana.

    1. I don't have any insight as to what might trigger an increase in redemptions but surely this is an elephant in the room. If people simply use the points they are entitled to, the business is a zero. 

    2. I know you addressed the question to mpk, but from my understanding Aimia is liable and Air Canada is only on the hook if they make some sort of agreement with Aimia. Clearly this is not great for existing Aeroplan members like yourself who have banked a significant number of miles and come 2020 might not be able to redeem.  Again, I'm with mpk and see Air Canada renewing with Aimia. 


    SubjectRe: Re: Spread per Mile, Burn vs. Earn Ratio and Asset Sales
    Entry10/13/2016 10:59 AM
    Memberafgtt2008

    Thanks mpk. Completely agree with the reward mix being a driver of costs and that this mix has been stable. However, I still worry that longer term these margins continue to compress. There are cash back cards today that offer 2-4 percent back, far exceeding the the 1.2 percent dollar equivalent offered by most Aeroplan cards. 

    I'm still thinking through a burn vs. earn scenario where redemptions start upticking but do acknowledge the historical average has been closer to 85 percent. 

    I think based on all the facts, one conclusion is that the bonds appear very well covered in a worst case (I.e. even if Air Canada leaves). This won't make us rich but these bonds appear very attractive versus shorter dated ig/hy alternatives. 


    SubjectRe: Re: Re: Spread per Mile, Burn vs. Earn Ratio and Asset Sales
    Entry10/13/2016 01:11 PM
    Membermpk391

    afgtt-  I can't say you're wrong about future margin compression.  sounds like you've done more work on the credit card industry than I.  for what it's worth, spend (the "earn") has been increasing recently from TD, which paused its marketing of their aeroplan card in 2015 during the uncertainty about interchange reform.  (In retrospect, I should have mentioned that the dive in these preferreds was likely due, in part, to the 2015 declines YoY in points earned)  now they're back to normal levels of promotion.  

    You might take a look at row 39 in my spreadsheet - it's currently hidden.  this is the total points actually burned by Aeroplan, combining points issued before 1992 as well as those issued after (today it's all post-1992 points being burned).  compare this to points earned to get the burn/earn ratio.  it's fluctuated within the same band for a long time.  perhaps it's possible to get the 1984 - 1991 data as well ... you might try asking both Aimia and AC.


    Subject3Q16
    Entry11/09/2016 05:54 PM
    Membermpk391

    good quarter for Aimia, with pretty much every metric at Aeroplan moving in the right direction.  Gross and cash margins widened by ~5% yoy due mainly to a drop in airfare costs, but mgmt cautioned that the drop was due to pretty unusual flight patterns on Star Alliance partner flights (i.e. international flights) and costs should return to previous quarter levels.  [cash margins = (gross billings - cost of rewards)/gross billings].  PLM also continues to do quite well (recall that Aimia owns just under 50% of this JV ... basically a higher growth version of the Aeroplan loyalty coalition in Mexico).

    not surprisingly, they're paying off the 2017 sr notes with cash on hand.

    mgmt noted that the Cardlytics biz continues to grow but won't be ready to be sold in the near-term.

    on the negative side, the Amex relationship was extended but only for a year.  While total Aeroplan gross billings were up due to both price and volume, Amex gross billings declined modestly yet again. 

    Interestingly, when asked about Amex, mgmt commented that the extension of this contract by one year "also means that we have a bit more time to focus on the renewal of Air Canada as well."  Call me crazy but that comment reinforces my belief that Aimia wants to renew the deal with Air Canada way, way ahead mid-2020.  And early renewal would remove the market's big worry about this company.


    Subject4Q16
    Entry02/26/2017 06:26 PM
    Membermpk391

    decent 4q16 and 2017 outlook from Aimia.  At Aeroplan, gross billings were up yoy on flat volume and a ~2% increase in price.  Gross billings from Air Canada were up 5% yoy.  Cost per mile redeemed up ~1% due to higher mix of airfare vs other rewards (margins on airfare are a bit lower) as Air Canada has been growing its capacity. 

    I estimate Aeroplan SG&A was up a bit too, but hard to say since the company no longer discloses the exact number.  In any case, not too worried as company-wide opex came down by ~$17m in constant currency in 2016 (excluding temporary transition costs of outsourcing their IT to HP).  Headcount down ~7% in the year.  Mgmt said the decline in opex will continue in 2017 but didn't commit to a target.  Also said capex will continue to decline.

    Total $ paid to AC for Market Fare flights rose a couple % (~$180m to ~$185m) in the year.

    As expected, they paid off their Jan'17 bond with cash on hand, but they generated so much cash toward year-end that the current level of excess cash ($100-130m) is roughly where it was when I posted this idea.

    Adjusted FCF was $206m in 2016.  Mgmt defines this as cash from ops less capex, adjusted to exclude one-offs like severance payment and one-time lump sum payments to/from credit card issuers related to long-term contracts.   Guidance for 2017 FCF is $220m (ex one-offs that is ... I don't expect any significant one-time expenses aside from perhaps severance related to opex reduction).  That $220m is simply the $206m in 2016 plus $14m savings on interest expense from the paydown of debt.  Given guidance of higher gross billings, lower opex, lower capex, and rising dividends from PLM I suppose this forecast could be conservative.  Or perhaps it's assuming sales of some FCF+ businesses ... they currently have assets with ~$150m in revenue on the block.

    PLM by the way continues to do well.  Growth in gross billings varies year to year but the trend seems to be ~15% annually, while paying out most (all?) FCF in dividends.

     

     


    SubjectRe: Re: 4Q16
    Entry02/27/2017 05:28 PM
    Membermpk391

    I wasn't that impressed with CIBC's analysis.  too high level and reliant on too many major assumptions.  i prefer a more bottom-up approach starting with an estimate of the discount on Classic Fare seats.  CIBC cites some numbers that are just plain wrong - e.g. Aeroplan does not buy 1.9m seats on AC annually ... some of those are on other Star Alliance partner flights.  Also, they mention Scotia Bank as a potential financial partner if AC wanted to bring the program in house.  I'm not sure how reasonable that is, given that Scotia's share of credit card purchases in Canada is small compared to that of either CIBC or TD, and even more so vs CIBC+TD+Amex who are all tied to Aeroplan.  So I stand by my analysis and have a full position now.  

    Regarding a Rona/TA style outcome, I guess I need to look at how the rules on exchange offers for those issues compares to those of the Aimia prefs, as well as the compositions of the respective shareholder bases.  Any chance you've done that regarding TA?  It's nice to see that the TA offer got rejected and Lowe's only managed to scam $1 off the $25 par value from Rona pref holders.


    Subjectthe dance begins...
    Entry04/28/2017 01:53 PM
    Membermpk391

    "The CEO also hopes to improve Air Canada’s agreement with Aimia Inc., which administers the carrier’s Aeroplan loyalty program.

    'We are having good discussions,' he said."

    http://www.theglobeandmail.com/report-on-business/air-canada-ceo-says-us-becoming-more-competitive-business-friendly/article34329857/

    I continue to think the most likely outcome is a renewed deal with Air Canada in advance of Aimia's Jan 2018 bond maturity (which they could then pay off with cash on hand if necessary).  This would also allow Air Canada to clear the decks in advance of their 2019 "wall" of debt maturities.  A renewed deal should remove the overhang on the preferred shares.


    SubjectRe: Re: the dance begins...
    Entry05/08/2017 12:57 PM
    Membermpk391

    definitely think it's the latter


    SubjectRe: Re: Re: Re: Re: AC intention to not renew
    Entry05/11/2017 06:13 PM
    Membermpk391

    Well today sucked.  My apologies to anyone who invested based on this writeup.  That said, it's far from clear to me how much of today's paper loss is really a permanent impairment of capital.

    First let's take a quick look at the numbers.  Aimia gave us a couple useful datapoints today.  One is that Classic Fares represent ~50% of the flight rewards redeemed on Aeroplan in 2016.  The other is that Classic Fares represent 1/3 of the $682M that Aeroplan spent on airfare in 2016.

    We also know that about 30% of flight rewards are Market Fares (4Q15 presentation).  Thus, 1 - 50% - 30% = 20% of fares are on other Star Alliance partner flights (i had assumed 14%).  The cost to Aeroplan for Market Fare flights in 2016 was $185M.  Finally, Aeroplan issued 1.9M flights to members in 2016.  From all this we can deduce:

      % of flights % of airfare cost cost ($M) flights (M) avg cost
    Classic Fare      50%          33%       227 1.0 $239 
    Market Fare 30% 27% 185 0.6 $325 
    other Star Alliance 20% 40% 270 0.4 $710 
          100%        100%       682        1.9  

    No surprise that flights on other Star Alliance partners are much more expensive - given AC's extensive routes in Canada and the US, almost all of these are probably international flights to some other country.  As such, comparing the average cost of these flights to the rest is probably not apples-to-apples.  But comparing the costs of Market Fares vs Classic Fares probably makes sense.  And there we can see that Classic Fares seem to be priced at a roughly 26% discount to Market Fares, which is pretty close to my assumption in the writeup (239/325 - 1 = 26%).

    In their press release today, AC said that it "intends to continue to offer Aimia redemption seats for Aeroplan members after June 2020, with pricing competitive with other third-party rewards programs."  In other words, at rates similar to current Market Fare rates.  So all else equal (more on that in a second!), if Aimia took them up on that offer and paid Market Fare rates across the board, that would mean an extra $81M (1/(1-26%) - 1 = 36% increase.  $227M * 36% = $81M).

    Somewhat surprisingly, management reiterated their guidance for $220M in free cash flow in 2017.  An $81M hit to $220M would still leave plenty of room to pay the $17M of dividends on the preferred shares.  Of course other things won't be exactly equal, but I think this little excercise helps frame the issue a bit.  For a sanity check, note that the analyst at GMP Securities today estimated EBITDA post-June 2020 at $150-200M.  With ~$260M of consolidated 2017E EBITDA, that's a hit of $60-110M.  The analyst at RBC estimated a hit of $75M to post-June 2020 EBITDA.  I don't yet know how they arrived at those numbers, but it seems we're all roughly as crazy. 

     

    As for what won't be equal:

    Unless AC comes back to the table (more on this soon), Aimia needs to either find new airline partners fast (likely WestJet plus a US carrier - perhaps Alaskan Air or American Airlines) or take Air Canada up on their offer discussed above.  Clearly the former is preferable to the latter, not only because the latter would be more expensive, but also because AC's seat availability will gradually decrease as they allocate to their own FF program.  By laying out the post June 2020 future for the Aeroplan program, Aimia would hopefully avoid the "run on the bank" as hkup881 talked about, as members wouldn't feel compelled to use up all their miles in the next 3.1 years.  (Note that as a last resort, Aeroplan could always re-write the rules on redemption any way they please, but at the long-run cost of pissing off members.)

    Adding to the urgency, Aeroplan's contract with Amex (16% of gross billings) is up within a year.  Thankfully the contracts with TD and CIBC (52% of Aeroplan gross billings) run through 2024.  

    Finally, Aeroplan does earn some fees for managing AC's FF program, but I doubt the profit (if any) on this amounts to more than $10M and is probably much less.  Moreover, mgmt is now guiding to (as Fenkell mentioned) $70M in cost cuts by 2019, with some of that to be realized in 2018.  And no, that's not related to the cost of serving AC, as it's coming before June 2020.

     

    Capital allocation & AC:

    Mgmt is drawing $200m on their revolver (which matures in 2020) to help pay off the Jan 2018 notes early, which saves a tiny bit of interest expense.  Somewhat surprisingly, they kept the dividend intact and renewed the common share buyback program.  When asked about buying back preferred shares, they basically said no comment.  Finally, they're considering accelerating the existing program of asset sales.  Biggest potential sale is their stake in PLM, though I'm not sure they could sell before AeroMexico agreed to an IPO.  In any case, PLM is doing great and the US$ 1 billion estimate IPO value (mentioned in my writeup) puts AC's stake at roughly C$ 650M.  

    Part of me thinks they might be crazy for not suspending common dividends and buybacks and instead buying back preferreds or just hoarding cash.  And they might be crazy.  But I also think this might just be posturing as mgmt gave a lot of hints on the call that the dance with AC might not be over.  For one thing, AC has apparently not yet served legally-required notice of intent not to renew - but they did tell their customers today that they won't renew - so I'm not counting on this.  AC claims an NPV of $2 billion can be captured by going it alone, and pledged to provide details on Sept. 19th, so perhaps something good could happen before then.  Frankly I can't imagine how they get to a $2 billion figure given the costs to set up all the systems to replace what Aeroplan does for them, and given that ~$81M delta between Classic and Market Fares.  Also, keep in mind that if Aeroplan can line up some decent new Airlline partners (and mgmt did say repeatedly that they've planned for such an event), they could change redemption rules to incentivize members to redeem their miles on WestJet or whomever vs AC, which could mean as much as ~$400m in lost revenue to AC, not to mention the potential for pissing off AC's best customers.

    Lastly, I do appreciate the discussion here, especially hkup881's insights into the loyalty industry.  If anyone would like to see my model, let me know and I'll post a link. 

     

     


    SubjectRe: Re: Re: Re: Re: Re: AC intention to not renew
    Entry05/12/2017 12:10 PM
    Membermpk391

    So AC has served their legal notice that they do not intend to renew.  I'd therefore advise them to halt the dividend after paying the one they just declared.

    And a clarification:

    when I said that Aimia needs to find a new airline partner(s), I should have said this is for two reasons, not one.  The "run on the bank" risk is real, but with just over 3 years to go on the current contract they should have time to line up something that preserves the value of Aeroplan miles in the minds of consumers.  The bigger risk - I believe - is that Aeroplan card holders start to shift their spending to the other cards in their wallet, causing gross billings to drop overall and particularly with Amex, should such a trend cause them to not renew their one-year contract. 

     

     


    SubjectRe: Re: Re: Re: Re: Re: Re: AC intention to not renew
    Entry05/12/2017 12:39 PM
    Membermpk391

    one more thought:  after mulling it over, I just don't see how Calvin Rovinescu gets to a $2 billion NPV over 15 years from this move, unless one or more of the following are true:

    a) Aimia will fail to line up a decent contract with a new airline partner(s) and thus continue buying AC flights at whatever terms he dictates (maybe, but I doubt it)

    b) AC can create its own full-blown loyalty coalition (which I don't think will be easy)

    ... and perhaps even sell miles to coalition partners at higher prices than Aimia was getting.  I've heard anectodes of US airlines with their own internal loyalty coalitions who supposedly are able to charge a really high spread between the price they get from coalition partners for miles and their cost to provide the flights.  I'm talking about a spread way higher than what Aimia gets.  Said airlines don't typically disclose such metrics so who knows.  In any event, Aimia deliberately lowered their own spread a few years ago as Aeroplan members were starting to really hate Aeroplan.  Main complaint was lousy availability of seats ... Aimia fixed this at a cost to its gross margins, but in so doing prevented a decline in gross billings.  It was the right move.  Not sure how AC could extract higher prices than could Aimia.

     

    The biggest $ savings for AC that I can imagine is more than offset by potential loss of $ from flights redeemed with miles earned with other coaliton partners e.g. TD, CIBC, gas stations and other frequent-purchase retailers.  These likely account for well over $400M a year in revenue to AC, often for seats that would have gone unsold.

    Not saying he's crazy.  Just sayin' I don't get it.  Sept. 19th will be interesting. 


    SubjectCooked goose
    Entry05/16/2017 12:14 AM
    Membermadler934

    I did some diligence and spoke with industry folks.  This seems to me quite dire.  The general situation that was described to me is that the core aeroplan member is a frequent flyer and often a business traveler.  They are in the aeroplan program for one reason - to get great deals on air canada flights. These people are not looking to exchange their points into a toaster oven...they want flights, and quite specifically flights on air canada.  I think something like 85 or 90% of redemptions from the aeroplan program are on air canada/star alliance.  There is no substitute.   Westjet is with Rbc and things are going quite well there....there are no other options.  You may have noticed a $3.2b liabilitity on aimia's balance sheet.  Some portion of this will be turning into negative cash flow in the very near future....not all of it, but a good chunk.

     A few things are going to happen

    - the card issuers are going to see new card accounts grind to a halt (who is going to be running out to sign up for a new aeroplan card right now)?

    - some portion of aeroplan members will shift their spend to other cards or switch to another card altogether 

    - redemption activity will tick up and breakage will go down.   Not a run on the bank i dont think, but keep in mind this is absolutely everywhere in the news in canada....on the margin, people are going to look to gobble up those miles and make sure they get used.  Of course you will say aeroplan can just change the value of the points to disincentivize ppl to redeem out....but we all know that is really the end, because you just p*ss off your already angry customer, which will drive further behavior noted in points 1&2 above.

    the dynamics noted above shall all lead to negative cash flow, perhaps enormously negative cash flow.

    Anyhow, please tell me where Im wrong and why I havent wasted 48 hours or research time, Im all ears!

    one wild card idea that i heard is that air canada is using this as a ploy to acquire aimia at a discount.  If that is the case, id love to own air canda stock and i wouldnt want to be at the same poker table as those guys.  I doubt that is what is going on though...

     


    SubjectRe: Re: Re: Cooked goose
    Entry05/16/2017 04:37 PM
    Membermadler934

    hkup and fenkel, you guys make some good points.  the only one i do not understand is the "600mm in cash flow over the next three years".  where does that come from?  the agreement with air canada extends for 3 years, but part of the point i was making is I would expect the cash flow of the business to immediately go down drastically, likely to zero or to negative- because spend on aeroplan cards will definitely go down immediately (hard to know how much) and redemptions will increase.  this is another way of saying their deferred points liability will start going down immediately (not in 3 years) and will be a large consumer of cash.  for the frequent flyer, why would that person continue to use the aeroplan card - seems like they will migrate their spend away quite quickly.  

    I understand that the other businesses have value, but it is hard to understand the relevance of aeroplan without air canada, and they will need to work off the liability in some form as aeroplan winds down


    Subjectsome numbers
    Entry05/16/2017 06:10 PM
    Membermpk391

    ... for use in your own analysis of "how cooked is this goose?"

    A) -$78M = incremental cash flow loss from no longer managing AC's FF program.  This is takes all the miles earned by members for flying on AC and calculates how many of these miles are redeemed for flights on AC, for flights on other Star Alliance airlines, and for non-airfare rewards.  I estimate the costs of these to Aeroplan in 2016 were roughly $110m, $33m, $26m respectively, or ~$170m total.  Meanwhile, Aeroplan received $248m in gross bilings from AC.  170-248=-78m

    B) -$61M = cost of paying Market Fare rates on all Classic Fares purchased with miles not earned by flying AC.   Keep in mind that when AC offered to continue making seats available for Aeroplan members post June 2020, they weren't doing so out of kindness.  Aeroplan paid $434m to AC in 2016 for flights earned outside of AC's FF program.  This would be nearly $500m if all of it had been priced at Market Fare rates.

    C) +$70M = Aimia's targeted cost savings in 2019

    Clearly there are big uncertainties regarding what other Airlines Aeroplan can partner with, and how soon, and how Aeroplan card useage will change, and how TD, CIBC, and Amex will change their promotion levels for Aeroplan cards. 

    One way to look at it might be to say that if I'm right about A, B, and C, then just prior to June 2020, runrate Aimia free cash flows would have to drop from around $220m today to ~$86m before coverage drops below 1.0x on the preferred dividends.  (Bonds should be paid off by that point, thus no interest expense.)

    Again, that's: 86m runrate FCF prior to june 2020 - 78m - 61m + 70m = 17m post-june 2020 FCF = 17m preferred dividends

     


    SubjectRe: Re: some numbers
    Entry05/17/2017 11:21 AM
    Membermpk391

    hkup-  yes, I agree there is probably some SG&A that goes away.  Hard to say how much so I just ignored it, which would be erring on the side of conservatism.

    I've got to think that the $70m doesn't include cost to process ACFF customers.  That would be an egregious error.


    SubjectRe: Re: some numbers
    Entry05/17/2017 11:31 AM
    Membermpk391

    Fenkell-  yeah, I suppose that's not too bad given that AC chose the nuclear option.  thanks.

    As for the equity, I guess I'd want to see the CEOs of Aimia and WestJet having drinks at a bar, laughing their asses off and slapping each other on the back.

    (ok, that's exaggerating a little, but I do think the analysis required on the preferreds is a good deal simpler than it is for the equity, and i've got a strong preference for simple.)


    SubjectRe: Re: Re: Re: some numbers
    Entry05/17/2017 04:52 PM
    Membermpk391

    they're cumulative, so mgmt can't pay dividends to the common until preferreds are all caught up on their dividends.  I suppose mgmt could suspend all dividends while they gobble up common shares, but to what end?  Eventually shareholders are going to want dividends as Aimia has not proven itself capable of being a growth story.


    SubjectRe: Re: Re: Re: Re: Cooked goose
    Entry05/17/2017 05:18 PM
    Membermadler934

    On thing I dont understand is that you suggest the deferred liability on the balance sheet is not a real liability because the vast majority is already broken.  I think the liability on the balance sheet is already net of the company's estimate of breakage, in other words the liability reflects the actual amount of miles that the company expects people to really redeem over time.  take a look at note 16 in the annual financial statements, which is followed by:

     

    Aimia may be required to provide rewards to members for unexpired Loyalty Units accounted for as Breakage on the

    Loyalty Units issued to date for which the revenue has been recognized or deferred and for which no liability has

    been recorded. The potential redemption cost for such Loyalty Units is estimated to be $860.6 million at

    December 31, 2016.

     

    In other words the $3.2b is already net of the amount that the company estimates is broken and shall never be redeemed.


    SubjectRe: Re: Re: Re: Re: Re: Cooked goose
    Entry05/19/2017 01:05 PM
    Membermpk391

    madler-  have you seen/heard anything to indicate that WestJet's partnership with RBC precludes them from partnering with any other credit card issuers?  (partnering with Aeroplan would effectively mean a partnership with TD/CIBC/Amex)  I can't find any indication that this is an exclusive deal, but admittedly haven't spoken with WestJet yet.

    by the way, I think that $3.2b is a consolidated number ... Aeroplan's portion of that is $2.2b.  This is an undiscounted figure.  Avg life of a mile is 3 years.  But yes, it's still a big liability.  That said, I think they could always strike a deal - if necessary - to allow members to still redeem on AC at something like MarketFare rates & availability and the hit to cash flow would be something like $61m (see calcs in post 35).  Prefs would still be fine, though it would hurt the equity.

    also, just to clarify, 80% of miles are redeemed for flights and of that, 80% are on AC, so about 64% of miles are redeemed with AC.

     

     


    SubjectRe: Why does AIM eat the full cost?
    Entry05/19/2017 01:09 PM
    Membermpk391

    hkup - for what it's worth, I agree with all this.  I'm just trying to be simple and conservative with my numbers, thus assuming AIM eats full cost


    SubjectRe: Debt becoming distressed
    Entry05/21/2017 09:58 PM
    Membermpk391

    I'd argue there's more upside in the prefs, but a 20% YTM on that bond is pretty interesting either way, given that Aeroplan can alter the rules for redemption at will and Aimia has numerous assets aside from Aeroplan. 

    is this the tweet you're referring to?  https://twitter.com/WestJet/status/862737700645777413

    I emailed the westjet CFO as to whether the deal with RBC is exclusive or not.  I would have expected to see a big upfront payment from RBC to westjet back in 2009-2010 if it were, but I can't find anything like that.  also would have expected RBC to say the deal was exclusive. 


    SubjectRe: Debt becoming distressed
    Entry05/22/2017 01:57 PM
    Membermpk391

    speaking of social media, just saw this: https://seekingalpha.com/user/48413647/comments

    note the time stamp.  one might imagine a few Aimia execs are up late at night these days


    SubjectRe: Re: Ability to devalue
    Entry05/23/2017 05:07 PM
    Membermpk391

    agree with Fenkell ... populist legislation is a risk, but Aeroplan has a lot of levers to pull.  The flight rewards "grid" ( http://bit.ly/2rQGzfu ) is pretty complex, so too are fees and surcharges, retrictions on frequency of redemption, etc.  Someone introduced a bill in Quebec (bill 791) that included a provision prohibiting changes to the value of loyalty program points but program sponsors called legislators and threatened to pull out of Quebec.  The bill got nowhere and is no longer under consideration.  Consumers seem to agree it would have gone too far: see  http://blog.rewardscanada.ca/2017/05/great-news-quebec-drops-milepoint-value.html  and http://bit.ly/2rexbpM 

    As far as legal liability goes, I'm not too concerned.  See items 1,5,6 https://www5.aeroplan.com/terms_and_conditions.do

    There have been class action suits filed against loyalty programs in Canada, but I can't find one that ever got anywhere.  

     

     

     


    Subjectwhat Air Canada is thinking
    Entry05/25/2017 06:22 PM
    Membermpk391

    this might all boil down to Westjet's announcement on May 2nd that it has ordered 10 Boeing 787s, with an option to buy 10 more.

    Westjet was launched in 1996 with a Southwest-style strategy of only flying 737s and offering only one class of seats.  though they introduced "Plus" seats with a bit more legroom in 2013, these weren't a big change (extra cost of only $45).  This formula allowed them to be profitable on a fairly consistent basis for 20 years - no small feat for an airline - I never expected them to change it.

    So until now, AC has been the only game in town for business class travel on a Canadian airline.  

    The 787 changes all that as it allows for full lie-flat seats - nice enough to allow Westjet to charge full business-class rates for the first time (and also to greatly expand it int'l routes). Business class travelers are where the big bucks are for traditional airlines like AC.  Meanwhile, AC's current arrangement with Aeroplan doesn't (I'm guessing) give them enough flexibility to prioritize their FFs when it comes to flight availability (vs all the other Aeroplan members).  With their main rival now going after their golden goose, AC probably decided to greatly up its demands in talks with Aimia, and Aimia balked.

    Perhaps this would explain why AC never once publicly mentioned the possibility of not renewing the Aeroplan contract all the way up thru mid-march - then ~3 weeks later suddenly announce that a break with Aeroplan will add $2 billion of NPV to their company's value.  AC's market cap was ~$3.6 billion prior to this announcement, so that would be an increase north of 50%.

     


    Subjectinteresting tidbit
    Entry05/30/2017 02:09 PM
    Membermpk391

    Here's an interesting tidbit from Aimia's CEO in the Saturday's Globe and Mail (emphasis mine):

    “Our members are sitting on a balance of something like 200 billion unredeemed miles. That’s a huge amount of traffic that can be directed into other partners – whether that’s other airlines or other partners more broadly. ... That’s miles of travel that they’re going to take at some point in the future. That traditionally went to Air Canada and it now can go toward Air Canada, and some of the alternatives that we’re going to be working on.”

    http://bit.ly/2rkhso6

    my take on this is that they're looking at potentially adding more non-flight rewards (cruises perhaps?).  more importantly, this would seem to confirm that they will, in fact, take Air Canada up on its offer to continue selling seats to Aeroplan members (albeit at higher prices than the current Classic Fares).


    Subjectall is quiet(?)
    Entry06/13/2017 11:33 AM
    Membermpk391

    ... on the redemption front.  The following apps don't seem to suggest any rush to cash in Aeroplan miles, but frankly I'm no expert when it comes to analyzing web traffic and maybe someone who is can offer their advice.

    https://www.semrush.com/info/aeroplan.com

    https://www.similarweb.com/website/aeroplan.com

    https://trends.google.com/trends/explore?q=%2Fm%2F04q46m

     


    Subjectdivvy suspended
    Entry06/14/2017 11:37 AM
    Membermpk391

    Aimia suspended dividends on the common and preferreds (the latter are cumulative).  entire cap structure is taking a hit.  I'm not totally surprised that the common and prefs are down, as there are likely some yield-hogs bailing and maybe some funds that can't own names that are no longer throwing off income.  as for the bonds, which dropped ~2 pts to 92.50, I suppose some holders think this move suggests financial distress.

    As I and others have said, it just makes sense to limit your cash outflows at a time like this.  The optics might look bad since Aimia had declared a dividend at the earnings release that came right after AC's announcement.  But that decision had been made prior to receiving formal notice from AC, and mgmt gave many clues on the call to suggest they thought - at the time - that negotiations might continue.  I think the decision to pay that dividend was made for the sake of posturing in their talks with AC. 


    SubjectRe: Re: divvy suspended
    Entry06/14/2017 11:44 AM
    Membermpk391

    I think that's just a bunch of nonsense thrown in so that people don't get the impression that this decision was forced upon them by negative trends in gross billings or redemptions.

    by the way, I certainly could have picked a better subject heading for my post yesterday


    SubjectRe: Re: Re: Re: divvy suspended
    Entry06/14/2017 12:41 PM
    Membermpk391

    no.  if that were the real reason, I doubt they would have thrown in the other reasons as well.


    SubjectRe: Re: Re: Re: Re: divvy suspended
    Entry06/14/2017 01:02 PM
    Memberpuppyeh

    at what point does it make more sense for AC just to buy aimia, than try to go it alone and create 2bn of NPV value as they claim? entire EV is now, what, ~500mm CAD (at market) and you get AIM's equity investments in addition to that number...surely it is going through their minds (or others). say what you want about the equity value but in any liquidation scenario the prefs (and senior) look priced well beyond the actual distress in the business at this point (i think they are easily covered free and clear of what happens with Air Canada wind-down, as posited originally by mpk).

    mpk - is there anything stopping AIM from buying back some of the prefs? (maybe not now but after a couple of quarters have passed to see what the cash hit from increased points redemption/etc has been)? also - if the CBCA rule is really not nonsense, under what conditions would they be able to pay divs (on the prefs) again? once the book impairment has been taken formally? 


    SubjectRe: Situation more binary than I thought
    Entry06/15/2017 09:59 AM
    Memberyellowhouse

    i'm sure this has been addressed earlier, but why can't aimia completely gate/do whatever they want with the redemption activity? are they obligated to provide specific value for points? i had assumed that the points were like a fiat currency and that the liability was only a number based on historic costs, rather than an actual future obligation. i had heard air miles is a little different because there you could redeem for cash. my understanding is that there is no cash redemption opption in aeroplan.


    SubjectRe: Re: Re: Re: Re: Re: divvy suspended
    Entry06/15/2017 01:31 PM
    Membermpk391

    upon further reading, I think the CBCA rule issue might actually be legit.  I'm not sure if this rule has any implications for buybacks of the prefs.  Other than that, I see nothing stopping them.  I know a guy who asked the CFO about that recently and the CFO remarked that the low liquidity would make it tough, but I think the solution there is to just do a tender.

    as for AC buying Aimia - to paraphrase one commentator, they'd likely get their asses sued into another dimension if they tried that.  i.e. aimia shareholders would claim AC intentionally killed Aimia's market cap in order to buy it on the cheap.


    SubjectRe: Re: Re: Re: Situation more binary than I thought
    Entry06/15/2017 02:09 PM
    Membermpk391

    This situation largely boils down to "can Aeroplan line up decent new partnerships with airlines (and maybe other travel options as well), and can they do it before members start to really hit the brakes on accumulating more points/miles?"

    If they can, then I suspect all parts of the cap structure will do well from today's prices. 

    If they can't, then we have to look to cash & equivalents + non-Aeroplan assets to gauge the downside. By the way, hkup881 is right - the bonds are covenant-lite and Aimia is nowhere close to a covenant-breach/ event of default.

    Fenkell's point on bill 47 is a good one, but I don't think there's anything stopping Aimia from simply terminating Aeroplan alltogether in an emergency scenario.  Even if I'm wrong, they could just fiddle with pricing to acheive roughly the same result.

    Still, Aimia isn't likely to do the above (and kill the Aeroplan brand) or file BK at the first sign of higher redemptions and or lower gross billings.  They'd likely see FCF come down from 2016 levels ($220m) for some time.  If things dragged on for years then maybe they'd burn through that cash, and perhaps even some of the current excess cash (~$50m) and redemption reserve ($300m) ... and somewhere around that time Aimia would likely trip a covenant which could lead to BK.

    But even then, I'd say the debt is covered under any likely scenario.  Int'l coalitions + pro-rata share of PLM = $88m in 2016 segment-level EBITDA, which is growing due to the PLM part.  Plus there are businesses not generating a profit today which likely still have some value.  Add that to whatever cash remains and you can easily cover the $450m debt. 

    At current prices the preferreds have a $99m market cap.  I think that's likely covered as well.  But would the entire $322 par value be covered?  I don't know.

    Finally, in this dire scenario, I'd say the equity is a zero.

    But what are the odds of this happening?  I'd say small.  I don't see why Aeroplan couldn't just goes back to AC and buys all of its flights at Market Fare rates.


    SubjectMarket Fare assumptions
    Entry06/27/2017 04:47 PM
    Memberraf698

    Hi mpk,

    Thanks for your reply and thanks for sharing your model with us.

    Regarding the $185M on slide 15 of q4 16 presentation, in the slide it is labeled ‘incremental’ and ‘relative to FY2013’ (see footnote). Such brevity in their explanation introduces some ambiguity. We see how you are interpreting it. We tried another interpretation, namely that as in 2016, payment from Aeroplan to Air Canada increased by $185M than the payment in 2013. This increase of $185M is most likely related to the higher cost of Market Fare compared to Classic Fare - FY2013 was used for comparison since Market Fare was introduced in 2014. But not necessarily the actual cost of Market Fare in 2016.

    Without knowing the actual total cost for Market Fare, we combined the market fare and other Star Alliance redemptions. The average cost per flight is $479 for both, and the Classic Fares would be priced at a discount closer to 50% relative to Market Fares. With this assumption, if Aimia paid Market Fare rates across the board, that would mean an extra $228M = $445M - $227M.

    2016

    % of flights

    flights (M)

    % of airfare cost

    cost ($M)

    avg cost per flight

    Classic Fare

    50%

    1.0

    33%

    227

    $239

    Market Fare, and other Star Alliance

    50%

    1.0

    67%

    455

    $479

     

    100%

    1.9

    100%

    682

    $359

    You're clearly much more in tune with the multitude of pieces in this puzzle, does this seem right to you?

     


    SubjectRe: Author Exit Recommendation
    Entry07/06/2017 07:41 PM
    Membermpk391

    Reasons I'm closing this rec have more to do with what's going on in my head than any incremental news.  Since this site only requires two ideas per year, any rec ought to be a fat pitch (i.e. have a wide margin of safety), and this hasn't been that since Air Canada decided not to renew the contract.  Total return in CAD = -13.6% (-14.1% in USD).

    I came to this conclusion using the "fresh eyes test" - that is, asking, "if I saw this idea for the first time today, would I buy it?".  The answer is "no."  The price is not radically different but the risks are significantly higher.  At the same time, I still think the preferred dividends are safe under anything aside from a run-on-the-bank + Aeroplan hesitates to change the rules for way too long scenario.  But i'm not confident in that statement for me to continue to recommend this. 

    As far as incremental data goes, there is the resignation by the CFO, coupled with the fact that management said on the last call that the pricing they currently pay on Classic Fares reflect the fact that some of these seats are "distressed inventory."  Previously I figured that if one is going to set a price on 8% of a large airline's capacity, that price ought to reflect fully-loaded costs.  (AC has said that the price of CF seats = cost to deliver ... see writeup for reference.)

    But the phrase "distressed inventory" seems like it assumes that said seats are highly unlikely to be purchased at all but for the sale of a Classic Fare ticket.  In which case, one might argue that cost to deliver roughly equals the cost of adding one more person to a flight that's going to take off anyway.  

    So that's it ... I think that pride got in the way of rationality when I didn't close the rec earlier.  I'm trying to be better about these emotional mistakes, as I've made some in the past and I sense the pattern repeating here.

    M

     

     

     

     

     


    SubjectRe: Re: Author Exit Recommendation
    Entry07/06/2017 10:56 PM
    Memberaa123

    thanks for the intellectual honesty.


    SubjectRe: Thoughts on quarter
    Entry08/14/2017 07:44 AM
    Memberpuppyeh

    thanks hkup. do you have any knowledge/view on when the pref divs can be turned back on?

    agree with your general thoughts on the equity but to me the prefs seem an insane risk/reward here. sounds like mgmt will prioritize debt repayment, which they can easily do out of FCF pre the AC contract ends. That means you're basically covered by the PLM stake alone on the pref par value meaning I don't see how those securities arent' covered in any way...seems a very enticing risk/reward in these markets post this result


    SubjectRe: Re: Re: Thoughts on quarter
    Entry08/14/2017 11:27 PM
    Membermpk391

    I highly doubt the prefs will be stranded.  All the publicly traded loyalty programs have been big dividend payers, and I think the argument for dividends is even stronger given that Aimia has had a hard time showing overall growth from the earnings which have been reinvested (clearly PLM is the big success story, but there have been duds as well).  Prefs are cumulative so no dividends to common until prefs are caught up.

     

     


    SubjectRe: Re: Re: Re: Re: Thoughts on quarter
    Entry08/15/2017 05:44 AM
    Memberpuppyeh

    as an aside - and echoing hkup's comments re the cheapness of the whole cap structure - how are the 2019 senior notes not miles the wrong price? 9% yield for <2yr paper, no post-AC business risk at all, and multiple times covered by either operating assets or investments. I get that absolute upside not large and all that but that may be the biggest mispricing of them all, in terms of pure risk reward.

    if i didnt already own the prefs and think the upside outweighed the perp nature of the security and other elements discussed on this thread, i would be plowing into these bad boys


    Subjectpref protection
    Entry08/15/2017 03:57 PM
    MemberRay Palmer

    I'm just diving in here, but I flipped through the AR and the preferred prospectus and it doesn't give a great summary of protections for the prefs. Does anyone have any thoughts on protections / scenarios for the following

    • Change of Control- doesn't seem like the prefs have a put in a change of control. Am I missing them? Worried abotu a P/E firm buying out the common and throwing a ton of leverage in front of the prefs (treating them as super cheap perpetual funding)
    • "Asset stripping"- probabgly can't happen while the debt is out, but is there anything that protects prefs from spinning out the equity investments to the common once the debt is paid down?

    I have a few other questions on the business and post 2020 roadmap, but those were the quick Qs that jumped out at me and it struck me as odd that the protections weren't clearly listed in either the propsectus or the AR.


    SubjectRe: pref protection
    Entry08/16/2017 10:25 AM
    Membermpk391

    think you're right about no put in a change of control.  It would be bonkers to lever this company up until they sign some decent airline (etc.) partnerships.  Once that happens I think the preferreds trade up and you sell.

    I'd also agree that asset stripping probably can't happen while 2019s and credit facility are out there, but let me just say that all the debt-related docs are clear as mud.  I can't find anything that seems to protect prefs from Aimia spinning-off assets to the common.  Absent a change of control, it's hard for me to imagine such a scenario.  Maybe if Aeroplan were somehow doomed and an acquirer bought Aimia for the other assets (PLM etc.) they could somehow spinoff the other assets to the parentco, terminate Aeroplan (thereby pissing off tons of wealthy Canadians ... this might have to be a foreign acquirer), and then leave the preferreds stranded in the Aimia subsidiary.  Just thinking out loud.

    Anyway, I never heard back from the company when I attempted to get the answers to the same questions that you're now posing.  But that was back during post-AC bombshell crisis-mode.  Maybe now things have calmed down at HQ. 


    SubjectRe: Re: pref protection
    Entry08/16/2017 10:47 AM
    Memberxds68

    still trying to understand the basics here, so sorry if this is a naive question, but as I understand it AC provides Aimia with both customers on the front end and flight options for redemption? Just glancing through the 10k shows AC as 11% accumulation partner - so I guess that is the expected loss on the front end?

    Thanks!


    SubjectRe: Re: Re: Re: pref protection
    Entry08/17/2017 07:01 AM
    Memberxds68

    It's actually up to 13% 2q but agree that shouldn't be lights out, although it does have an impact given some fixed cost leverage - it's more than 50 mil of gross profit annual assuming the ac gross profit was similar to rest of sales

    my concern is they don't seem to be growing rev in a way that would allow them to offset that - actually it's the reverse

    so you have the higher cost and lower rev - I guess your argument is end of day costs won't be that much higher? Can they grow or at least stabilize rev given the noise around AC?


    SubjectRe: Re: Re: Re: Re: pref protection
    Entry08/17/2017 09:17 AM
    Memberxds68

    Sorry, you more or less answered your view on costs in your prior post - there was a question earlier in this thread which I'm not sure ever went answered - can Aimia arbitrarily change redemption terms? So if currently its a $1/1 mil ratio, or whatever, can they in real time change that to $1/0.5 miles? 

    If they can, it makes the redemption liability even more of an accounting fiction, no?


    SubjectRe: Re: Re: Re: Re: Re: pref protection
    Entry08/17/2017 09:41 AM
    Memberhkup881

    Legally, they can devalue. Their only restrictions are with their credit card partners. They are likely allowed to outright devalue or do a stealth devalue to shift redemption to other products.

    xds68-I'm not arguing that losing 13% of revs is a non-event. I'm just saying that it is more than priced in at this point.


    SubjectRe: Re: Re: Re: Re: Re: Re: pref protection
    Entry08/17/2017 10:00 AM
    Memberdd12

    Hkup881, I appreciate your viewpoint on this one.  I am so tempted by the common equity but am struggling with the mechanics.  If you were to handicap the eventual full liability associated with AC redemption (as of the last balance sheet entry), the all-in cash need, what would it be?

    And what level of revenue would you assume, ex-AC, once they are gone and no longer a redemption option?


    SubjectRe: Re: Re: Re: Re: Re: Re: Re: Re: pref protection
    Entry08/17/2017 12:41 PM
    Memberdd12

    Thanks.  I guess I was wondering if there will be more than 10% in spend decline as AC flights are more than that in terms of redemptions.  Won't other programs see declines on the front end?

    All in, I agree the demise here is way overdiscounted.  And I appreciate your experience with loyalty programs.


    Subjectcomment on conf call
    Entry08/17/2017 12:56 PM
    Memberxds68

    There was question on call from Stephanie Price where Tor referenced prior AC loss impact guidance - did anyone catch that earlier guidance? 

     


    SubjectRe: Re: Re: Re: Re: Re: Re: Re: Re: Re: pref protection
    Entry08/17/2017 04:26 PM
    Memberpuppyeh

    hkup, i think i may have asked this earlier but i can't recall the answer - why doesn't AC just buy them now? surely they haven't done anything illegal (simply announced they will not renew the contract when it expires in 2020), the market has decided that kills AIM so why can't they just step in and clean it up. maybe they could take out AIM at $5 today meaning much cheaper cost of acquisition than building their own loyalty program from scratch (as you and others have commented on this thread). All they have to do is just say they will rebrand the AC program once its part of AC, into a better loyalty plan for everyone - plus you get the PLM stake and other bits of the business as a sweetener.

    i am genuinely intrigued why bankers havent pitched this to them (or maybe they are). thanks


    SubjectRe: Re: Re: Re: Re: Re: Re: Re: Re: Re: Re: pref protection
    Entry08/17/2017 08:22 PM
    Memberhkup881

    I think this is the ultimate outcome but they probably have to wait a few quarters or risk shareholder lawsuits.

    I also wonder why PE doesn't take them out. You can effectively take them out at $5, get a good chunk of your capital back by selling PLM and international and then sell Aeroplan behind closed doors without shareholder lawsuits. It seems like a pretty attractive ROA for a PE fund with a 2 year window here.

    Other option is to have an activist come in who the leaves PLM as a stand-alone public company and force the sale of the other assets. Shareholders with a cost basis of $10 will be irate, but an activist with a cost basis at $2 will create a lot of value. For all you know, the market values PLM at a stupid multiple on EBITDA due to its growth rate. I value it at 10x. What if it the market says 30x is the right number? It is a pretty good business with negative working capital during the growth phase and Mexico is clearly in the early innings of a secular growth trend in air travel. I could see some silly scenarios on values of the components. They also have globs of customer data that can be monetized better.

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