Edited Transcript of DC.A.TO earnings conference call or presentation 27-Mar-20 2:00pm GMT

From a capital structure perspective, we implemented a normal cost issuer bid in 2019 for our Series 2 and Series 3 preferred shares. In aggregate, we invested $0.9 million in 2019 to buy and cancel 61,000 Series 2 and 3,800 Series 3 preferred shares. In 2020, we will continue to opportunistically continue this program while ensuring we maintain sufficient liquidity to sustain our business.

Now let me turn to a view of our portfolio investments. As expected, we are beginning to see COVID-19 have an impact on parts of our portfolio. At Parq Vancouver, casino operations ceased in mid-March following a province-wide ban on gaming by the British Columbian government. This ban, along with reduced leisure and business travel, has seen a corresponding impact on the hotel, conference space and restaurants at Parq Vancouver.

Android Industries, the Michigan-based automotive manufacturing and solutions provider, has had to shut down plants in North America and Europe. This corresponds to the closing of operations by automakers on a worldwide basis. Dundee Sarea’s flagship investment is Redecam, a manufacturer of filters for use in industrial applications and settings. This business is based in Northern Italy and has had to shut down as the region is one of the centers of the pandemic in Europe.

And finally, we’ve seen a significant impact on the overall value of our portfolio of publicly traded securities. As of March 26, the value of public traded securities portfolio is approximately $193 million, down from $226 million at the end of 2019. Clearly, market volatility is incredibly high currently, but we are encouraged by the rally we’ve seen this week, and we are monitoring this portfolio closely to help mitigate the downside and see if we can identify potential investment opportunities as well.

Now let me turn to a summary of Dundee Precious Metal of our largest portfolio holding. 2019 was a record year for DPM. Gold production was 230,000 ounces, copper production was 37.2 million pounds. For 2020, we’re continued — expecting continued strong production at both the Chelopech and Ada Tepe mines on full production and generating significant free cash flow for DPM. The Tsumeb Smelter also improved throughput for the year and had a very solid ramp up in Q4 from an unplanned shutdown in the prior quarter. All-in sustaining cost for gold production was $725 an ounce, one of the lowest in the industry. And a total of USD 67.2 million in free cash flow was generated. Subsequent to year-end, DP announced its inaugural dividend USD 0.02 per quarter. As DPM’s largest shareholder, we are supportive of this decision and will stand to benefit significantly at the corporate level.

And finally, DPM provided 3-year guidance for the first time in its history. This demonstrates the reliability and predictability inherent in their business now and will be another step in the overall re-rating process the company has enjoyed over the last year.

I would now like to briefly discuss DPM’s COVID-19 update. 2 days ago, DPM provided the market with an update on its COVID-19 preparedness. Like us, their top priority is the safety and well-being of all their employees as well as the contractors and suppliers who support their mining and smelting operations. DPM has comprehensive contingency plans in place and [has admitted] monitoring the situation on the ground very closely in Bulgaria, Namibia and Serbia. To date, all of DPM’s operations have continued uninterrupted. There’s been no impact to mining and smelting. And as part of its update, DPM reaffirmed our guidance for 2020.

UHIC. Due to a significant drop in volatility in oil prices, we reduced the carrying value of UHIC. As part of this valuation review, we also began using a higher discount rate of 19.3% to more accurately reflect the increased level of risk associate from lower oil prices. Longer term, we remain bullish on the fundamentals for oil and the prospects for UHIC. With their first oil production not expected until the end of 2022 or 2023, we see a long horizon and plenty of time for oil prices to recover.

TauRx. In order to fund new studies and both its cash reserves, TauRx negotiated investment from an existing share — shareholder through the issuance of a new class of preference shares in the company. The investor subscribed for 500,000 shares Class B preference at an aggregate subscription amount of $100 million or USD 200 per share. The new class of preferred shares does not have any liquidation preference, but they convey to the holder at call option to acquire commercialization rights for LTMX, which is the drug that TauRx produces, over certain territories in Asia. The preference shares are convertible to ordinary shares on a 1:1 basis upon the attainment of prespecified regulatory and/or listing requirement objectives alongside the injection of a further material, [not in cash.] This investment is to be made over 2 tranches. The first tranche of $70 million has already closed.

Now I’d like to turn the call over to Bob Sellars for review of our financial performance. Bob?

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Robert Mark Sellars, Dundee Corporation – Executive VP & CFO [4]

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Thanks, Jonathan. Before I get into my review, I would like to point out that from an accounting standpoint, we have been advised to treat COVID-19 as a non-adjusting event. This means that unless the effect causes the company to have a going concern issue, the proper disclosures to increase the description in the notes to the financial statements and the discussion in the MD&A. Along these lines, Dundee has done the following: we have increased the disclosure for both the public and private investments that are being affected; we discussed Parq, Dundee Sarea, which is Redecam, Android in the portfolio of public securities. With the oil price volatility, we increased the value of UHIC in the fourth quarter by $18 million by increasing the discount rate in our model up to 19.3%. We also increased the sensitivity analysis for our possible fluctuations to a level of 30% to reflect how the royalty would be reduced by a further $31 million.

I would now like to move on to my summary. For the fourth quarter, we are reporting a pretax gain of $7.6 million compared to a $43 million loss in Q4 ’18. The net loss for the quarter after discontinued operations was $2.6 million compared to a loss of $49.5 million in 2018. During the quarter, there was $32.7 million net gain on investments, of which $40 million was a portfolio gain from Dundee Precious Metals, combined with other net losses and other investments. The investment losses for the prior period were $16.3 million. We also had an $18 million loss in UHIC to revalue the royalty and other consideration. And we carry it at $145 million after the adjustments.

At Blue Goose, we incurred a loss of $534,000 in the quarter compared to Q4 loss last year of $1.3 million. And we also had fair value livestock change of gain of $3.8 million in Q4 compared to $2.9 million in Q4 of ’18. GCIC’s loss was a small loss of $52,000 compared to $1.1 million gain last year, which was recognized in the gain on the sale of Dundee Securities. Equity accounted gains were $426,000 compared to a $7.8 million loss in the prior year as we wrote off Union Group. Consolidated G&A for the quarter was $7.7 million compared to $12.5 million in Q4 2018, reflecting continued reductions in headcount and operating costs across most entities.

Now let me provide a year-to-date summary of our results. Year-to-date, we are reporting a pretax loss of $2.5 million compared to $196 million loss in the prior year. Year-to-date loss after discontinued operations and taxes was $20.7 million compared to $209 million in 2018. Net gain on investments was $50 million, of which $71 million was DPM related, and we had other losses, a handful of other names that made up the difference. Year-to-date loss on UHIC was $8 million compared to a $22 million loss in the prior year. We did gain, early in the year, on the Series 5 conversion, $9.1 million. On Blue Goose, we incurred a loss for the year of $17.8 million, but that was including a $10 million impairment, and that’s compared to a $20 million loss in the prior year with a $5 million impairment. So we continued to downsize Blue Goose.

The year-to-date fair value increase in livestock was $5.9 million compared to $4.2 million last year. At GCIC, the year-to-date loss was $900,000 compared to a loss of $2.8 million last year, which was the result of winding down the private client division. Year-to-date equity losses were $641,000 compared to $65 million in the prior year, which were primarily related to Parq. Consolidated G&A of $35.6 million in the year, is down significantly from $55.7 million in the same period of ’18.

Let me now move to a review of the investment portfolio, which was valued at $306 million at year-end compared to $270 million in 2018. We had proceeds of disposition of $16 million in the quarter and $38 million year-to-date. As we — as Jonathan had mentioned, we sold significant securities, and some of them were pretty liquid.

Dundee’s marketable security portfolio at Q4 at the end of the year was $226 million, and DPM accounted for $199 million of it. And as Jonathan mentioned, as of yesterday, the portfolio was $193 million and DPM was $175 million of it.

Let me have a — I’d like to make a few comments on liquidity, which we continue to monitor closely. At the end of the fourth quarter, we had approximately $18 million corporate cash on hand. We continue to work at increasing our overall liquidity by reducing costs and disposing of noncore assets. As disclosed last quarter, we paid CRA a reassessment of — for 2014 of $12 million, and we have filed our notice of appeal. We continue to work at increasing our overall liquidity by reducing costs and disposing noncore assets.

As I said, our annual dividends for 2019, including the first part of the year having Series 5, $8.9 million with additional dividend tax of $3.6 million. Dividends in 2020 are projected to be approximately $7 million with a further $2.8 million in tax. Head office expense was $23.8 million, including cost on Series 5 conversion, legal costs related to Parq and continued severance amounts. This compares to head office expenses of — in 2018 of $33.9 million. In 2014, head office — Q4 2019, head office expense was $5 million compared to the prior year of $9.9 million. We continue to drive our expenses down, and we expect our normalized run rate to continue to decrease with a target of $12 million to $14 million in 2014, subject to ongoing downsizing cost.

As I have previously — disclosed previously, we have tax discussions with the CRA, and we had disclosed in the contingency note the $12 million paid to CRA in October. However eventual tax amounts could be different and may affect our cash flow. This concludes our financial review for the quarter.

And I will now turn the call back to Jonathan.

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Jonathan Carter Goodman, Dundee Corporation – Chairman & CEO [5]

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Thank you, Bob, for your thorough and comprehensive update. Before we take questions, I’d like to conclude with a brief overview.

As noted at the outset, we are managing through uncertainty caused by COVID-19. Our top priority is employee health, safety and wellbeing. To that end, all of our employees are working from home and will continue to work remotely for this foreseeable future. Our portfolio has proved resilient but hasn’t been immune to the market volatility caused by COVID-19. We are monitoring the portfolio more closely than ever with an eye towards mitigating downside by identifying potentially attractive undervalued opportunities.

The introduction of the DPM dividend is a welcome new source cash flow for the corporation. As DPM’s largest shareholder, we stand to benefit from the dividend. But we also think that this is positive for DPM, as the dividend opens up to investments by — and focused on more mature producing companies, which should further support the continued re-rating in the market.

As noted earlier, portfolio optimization remains a top priority for us. Notably, we are continuing discussions with various parties who have expressed an interest in noncore holdings such as Blue Goose and TauRx. We are able to be patient, and we’ll look to negotiate an acceptable price for both these assets. We remain focused on the continued optimization of our capital structure. Our annual interest rate expense levels have been lowered and our G&A run rate has been reduced, and we continue to remain disciplined in both of these areas and want to take them down even further.

And finally, during these uncertain times, we are focused on cash preservation and liquidity. It’s difficult to predict how long COVID-19 will impact business and capital markets. As a result, we are presently managing our cash needs and keeping a close eye on expenses. We continue to work with investee companies to provide with technical and management input, and in certain cases, could be in a position to provide them with needed liquidity. However, our top priority is to manage through this crisis and we have positioned capital to support our business for the long term.

I would like to close by once again thanking all of our employees. COVID-19 has disclosed serious uncertainty on all our lives. Through it all, our employees have embraced our business continuity plans and have maintained a high level of commitment and dedication. On behalf of senior management and our board, I’d like to thank them again.

And now I’m happy to turn it over to questions.

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Questions and Answers

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Operator [1]

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(Operator Instructions) Your first question is from the line of Jim Roumell with Roumell Asset Management.

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James Christopher Roumell, Roumell Asset Management, LLC – President & Portfolio Manager [2]

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Jonathan, can you help me understand the capital that TauRx raised, $70 million. Why wasn’t that shareholder — why couldn’t we have used that opportunity to provide that investor a better cost of capital effectively, better access to Tau? Was there any negotiations with that person or with that entity? It seems like if they’re investing in a preferred, and I don’t recall all the details of the nature of the preferred, but with the $200 strike price, and you’re carrying our Tau shares at $30, it seems like there would have been an opportunity to negotiate the monetization of our ownership likely above the carrying value of $30. So can you comment on that?

And then also, any color to the probability of monetizing Tau this year given existing Tau shareholders seem to be wanting more — putting a higher and higher value on Tau. And then I guess, lastly to that. A little color as to why this event wouldn’t have resulted in a markup of the Tau investment.

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Jonathan Carter Goodman, Dundee Corporation – Chairman & CEO [3]

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Okay. Well, I’m going to start with the last little bit. This is a complicated press that they issued. It’s not just a preferred share convertible at $200 a share. It’s also convertible into some marketing rates to actually have the right to market the drug over parts of Asia. So it’s convertible to multi things, and we have not been privy to all of the marketing agreements and the negotiations between the company and this investor. And we have had — not had any dialogue with the investor, with this investor per se. And this investor is clearly — I would think that they’re looking at it. They’re very excited about the drug. And I think that’s all — it’s all very good news that this company has been able to do a very nondilutive financing and raise the money they need to finish their clinical trials.

Obviously, the results of the recent studies and trials are looking very promising, and we continue to be excited with what we see. But at the same token, it’s very hard to look at this and say, what does this — what would we mark it up to, Jim? I mean the reality of it is, I don’t think that financial statements are the same as our portfolio statement, where every asset has to get marked up every time. It’s a private asset. It has no liquidity. At some point, there will be a liquidity event, and we’re working hard to try and get 1 for ourselves this year. But we prefer to make sure we get the disclosure out there. And Bob, do you want to comment on the markup?

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Robert Mark Sellars, Dundee Corporation – Executive VP & CFO [4]

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Yes. I mean I guess we still think that there’s significant uncertainty in that deal, there’s significant uncertainty on us getting our transaction across the line to warrant marking it up. And I think that, that’s — was the safe methodology to proceed.

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James Christopher Roumell, Roumell Asset Management, LLC – President & Portfolio Manager [5]

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Fair enough. Well, I guess, if they — I was just wondering if you could triangulate different attributes of the deal that would be able to back into a fair value, but if you think not, fine. I guess my other question related to this is, is it public who the investor is?

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Robert Mark Sellars, Dundee Corporation – Executive VP & CFO [6]

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I’m not certain that it is.

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James Christopher Roumell, Roumell Asset Management, LLC – President & Portfolio Manager [7]

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Okay. But you know who it is?

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Robert Mark Sellars, Dundee Corporation – Executive VP & CFO [8]

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No, I don’t know who it is specifically.

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James Christopher Roumell, Roumell Asset Management, LLC – President & Portfolio Manager [9]

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Okay. So it’s a existing — we know it’s an existing Tau investor?

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Jonathan Carter Goodman, Dundee Corporation – Chairman & CEO [10]

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Yes.

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James Christopher Roumell, Roumell Asset Management, LLC – President & Portfolio Manager [11]

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Okay. And then my second question, and then I’ll turn it over to someone else, is can you help us think through — some of the capital that’s going out to help fund these investments and how you’re thinking about funding things? I know there was a very modest amount put into AgriMarine, but there’s been money put into the Dundee Sarea acquisition of $2 million. How much — it just doesn’t seem — it just seems like the best use of capital right now would be either stock buybacks or preferred share buybacks. And I think outside investors have been pretty clear in terms of our view that — whether it’s preferred or stock, it — there’s an opportunity here to deliver shareholder value either way.

And then, I guess, I’d just make a final comment. It’s very, very disappointing to me personally as a large shareholder that — and I know this is reflective of other shareholders as well, that the run-up in Dundee Precious Metals was not monetized more — as much as you like the investment, was not monetized more to provide more liquidity to the balance sheet. And I guess, I would just say, Jonathan, candidly, no one on the outside can really understand why there isn’t been a more effective hedging strategy to monetize some of precious metals, particularly when it had a very nice run, and there were multiple people asking for more monetization.

It just seems like the company is — I get liking the investment, we love Dundee Precious Metals, we think it’s — we get it. It’s — we spoke to Hume last week. He’s expected to generate $125 million, $140 million of free cash flow for that week, we get it. But there’s other things that have to be taken care of right now, minding the store. And I just think you’re making a mistake to not — well, you clearly, in retrospect, I made a mistake, in my view, to not hedge the overall risk of the portfolio by monetizing some of precious metals. And I know that view is held by others as well. But it just doesn’t seem like it’s having any effect on the company’s thinking.

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Jonathan Carter Goodman, Dundee Corporation – Chairman & CEO [12]

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Well, I mean, I think that it’s — first, I have to reiterate here that right now, I would tell you that we are — in our view, at the beginning of what we would call the perfect storm for gold investing. You have interest rates, and this was even before the COVID hit, interest rates are low, and they’re even much lower now. You have very, very — a lot of easing on monetary policy and you have fiscal policy that’s going to put a lot of money into the system. If you look at what happened during the economic crisis of 2008 and 2009, when similar policies were put in place, albeit for different reasons.

When the world came out of that, the impact on gold was, if you go back to 2008, price of gold dropped to about $650 during the economic crisis. So when they came out of that and all of the effects of the monetary policy and all of the fiscal policy and the stimulus that got us out of the economic crisis, gold then rallied to $2,000 an ounce. And we believe that the prospects are very similar right now. So I’m not going to tell you that Dundee Precious is an investment that we’re never going to sell or address. But we do believe that, obviously, you have to weigh the value of the Dundee Precious over the portfolio and the restructuring that we want to complete with the company. And we believe that there’s still a lot more in it. The other — and that’s the main thing. I mean, obviously, if it’s — if it more than paid for it, then it’s worth it.

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James Christopher Roumell, Roumell Asset Management, LLC – President & Portfolio Manager [13]

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Okay. Fair enough, I accept your answer. Any more comments in terms of using capital to put into other businesses including, say, Blue Goose as opposed to just kind of like letting those things out to sea and using the capital to buy back — reduce liabilities or buy back stock.

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Jonathan Carter Goodman, Dundee Corporation – Chairman & CEO [14]

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Once again, Jim, every business is different, and we have to actually look at it. In the case of Blue Goose, there is still a significant amount of land value that we believe has not been impaired long term. And Blue Goose, we think, is a very significant asset. In some other cases, I think we might look at it very differently, and say, no more capital. We spend a huge amount of time in any capital allocation decision. I think you mentioned AgriMarine before. AgriMarine has a very detailed business plan that the capital was released on a bunch of milestones. Each one has to be hit to release the next tranche of capital, and the plan for AgriMarine is to become self-sustaining. And we always believe…

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James Christopher Roumell, Roumell Asset Management, LLC – President & Portfolio Manager [15]

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Let me clarify on that. I think the capital investment for AgriMarine was a good one. And what you were able to accomplish in terms of bringing their cost down was good. So I want to be clear about that. Actually, just one final question regarding — going back to your discussion about gold. Given that you guys — part of it, this has been a pivot to being a more mining-centric company, whether it’s managing AUM in the gold sector, whether it’s banking, whether it’s other — whether it’s other aspects of that industry. Are you — given the rise in gold is the Goodman operation regarding kind of mining, is that — can you give any color to that? Are you raising AUM? Are you finding opportunities there because there is more of an interesting role because of all the things you’re talking about?

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Jonathan Carter Goodman, Dundee Corporation – Chairman & CEO [16]

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Well, I mean, we are looking at a lot of opportunities. What — the investment thesis that we operate under is that the junior mining industry is very much broken and that embedded in a lot of these junior companies, there’s some very interesting assets that haven’t been managed properly by the companies that own them. So we have built in the internal capabilities of being deep dive, very high level technical due diligence. No difference in it than a company would be able to — a mining company would do when making an investment or an acquisition. And so we don’t actually buy stock on the open market. If we like something, we would sign a CA with that company and do some real work. And for the best and — because you’re really trying to find things that have value, that are multiples of what’s there. And that’s because the junior mining market is very dislocated.

Right now, we’re spending a lot of time. Our strategy is hurry up and wait. We’re not allocating much money, but we are doing a lot of due diligence and if we find something that we can buy for $1, and we think it’s worth $30, we’re going to have a very tough conversation. But we’re spending a lot of time just getting caught up on the due diligence and making sure that we’ve looked at things properly. But we do think that it’s going to play a bigger role in the future.

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Operator [17]

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Your next question is from [Jim Belin with Aldebaran Asset Management].

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Unidentified Analyst, [18]

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I’m curious, with respect to the preferred issues, the share prices now are below $9 a share. And I haven’t seen any evidence in the last week or so that the company has been buying in shares, the preferred shares via the issuer bid. I’m curious, why not?

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Jonathan Carter Goodman, Dundee Corporation – Chairman & CEO [19]

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So right now, our view on the — before we step back into the market in any way, even with any of our subsidiaries or allocate any capital, we want to wait a little bit and see where this pandemic plays out. Because if there’s evidence that it’s going to get significantly worse and last for much longer than we’re going to want to sit on our cash and wait. Once we finally get a bit of feeling that notwithstanding how bad it is that though — that we’re getting control of it, I think you’re more likely to see us take a bit more risk. But right now, we are hoarding our cash.

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Unidentified Analyst, [20]

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Okay. I understand that. But I mean, when you wait as long as — at a time when you think coronavirus crisis is over, the shares may be trading at $15 a share as opposed to $9.

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Jonathan Carter Goodman, Dundee Corporation – Chairman & CEO [21]

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Yes, but we also see some of these forecasts and say this is going to last 8 or 9 months and shut the whole world down. We just want to get a little more comfortable before we do.

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Unidentified Analyst, [22]

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Okay. I understand. The — I’m also kind of perplexed a little about the comment about the junior goals. I happen to think that, that space is a very attractive space. And I’m curious why are you opposed to buying shares in companies that are already trading in the public markets when some of those share prices have been trashed tremendously?

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Jonathan Carter Goodman, Dundee Corporation – Chairman & CEO [23]

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Because it’s really — I’ve spent my whole career in the mining business and what you find is that if ever you look at a junior gold mining company, and if I told you, you can take their presentation and believe everything they told you, you’d want to buy every stock. And the reality of it is, most of them, like most, like, 95% of them, when you started looking under the covers, it’s not what it appears. And so our conclusion is that the junior gold sector, from a regular investor, is uninvestable. And that’s why people, for the most part, people can see the values because these companies have CEOs that tell you what they are.

But for the most part, until you’ve actually gone in there and pulled down their resource model and looked at how they’ve wire framed up the deposit, looked at their geology, how they’ve interpreted, does this make sense. Until you’ve actually gone through that process and gotten comfortable that there really is a deposit here that makes sense, it’s very hard to make a solid investment decision. And if you look at the history of technical reports in the mining industry, they haven’t just been a little wrong. They’ve been really wrong.

So our view is that the only way you can make an intelligent investment is by actually signing a CA and really getting to look and work with the information yourself. Because other than that, you’ve taken the information that’s been interpreted by people with a bias.

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Operator [24]

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(Operator Instructions) Your next question is from [Richard Landel], who is an investor.

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Unidentified Participant, [25]

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So it becomes — it has become apparent that you are leveraging the company’s future and betting the company’s future on the gold mining business and the price of gold. And given that the price of gold is approaching the 2010 highs or 2011, ’12 highs. And the price of Dundee Precious Metals has underperformed the price of gold. Is there a price of gold that you are targeting? And at that price, would you consider selling your shares or holdings in Dundee Precious Metals?

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Jonathan Carter Goodman, Dundee Corporation – Chairman & CEO [26]

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Well, I mean, I don’t actually have a target price for gold on a per se basis. But I think gold does — I think that we’re still a ways from where I think it’s going to get to. But with regards to Dundee Precious Metals, I think, really, as they unfold their business plan, the coming quarter that’s coming up is probably really the first quarter where you’re going to be able to see what the earnings and cash flow power of Dundee Precious is with regards to all 3 of their assets are now [affect] their business plan. And I think until the market sees that and then puts that into the context, I think then we will probably get — and Dundee Precious Metals will trade at a price that’s much more sustainable. I mean they’ve reaffirmed that their assets are all open and running. So they’re going to have a very clear full quarter of production.

And that’s kind of what we’re — one of the things we’re hoping to see is as the market pulls in that. And their business plan has been ongoing for many years. And while the fourth quarter was an excellent quarter, it still didn’t have all of the pieces of the puzzle together. So this is really coming up the first quarter where their business plan will be able to show. And I don’t — I haven’t seen any numbers or anything like that. So I’ll be as excited to see them as anybody else. But I think that we — as an investment, you want to let the plan play out.

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Unidentified Participant, [27]

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Well, I guess, the question though is, would you consider or have you considered selling all of your shares or many of your shareholdings in Dundee Precious Metals at some point in time?

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Jonathan Carter Goodman, Dundee Corporation – Chairman & CEO [28]

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Absolutely. I mean there’s nothing in our portfolio that I would say we wouldn’t consider selling at some point in time.

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Operator [29]

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(Operator Instructions) There are no further questions at this time. I turn the call back over to Mr. Jonathan Goodman.

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Jonathan Carter Goodman, Dundee Corporation – Chairman & CEO [30]

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Okay. On behalf of — thank you, everyone, for joining today’s call. I wish everyone good health. And hopefully, we can all enjoy our seclusion. Thank you very much.

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Operator [31]

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This concludes today’s call. You may now disconnect.