Just How "Messed Up" Is the MLP Structure?
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The financial engineering of the MLP business model is shocking.
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By Brian Nelson, CFA
(A version of this article appeared on www.valuentum.com August 2015.)
Many dismiss economic factors when it comes to analyzing equities, and that may be fair, but in no time in history have interest rates been more important to the future prices of most US equities, in our view. The relationship between risk-free assets such as the 10-year Treasury bill and equity income-growth vehicles, namely high-dividend payers, may be the lynchpin to the sustainability of this bull market. If high-yielding equities begin to crack, they may take the remainder of US equities with them. Some of these lofty dividend yields aren’t what we call organically-derived ones, meaning they aren’t paid out as a portion of earnings or traditional free cash flow (cash flow from operations less all capital spending).
What we’re trying to say is that the fall-out from the Financial Crisis has not been avoided but only delayed, and we’re growing more and more concerned that the real repercussions are drawing nigh. If you recall, many retirees were punished significantly during the 2008-2009 period. Some opted to reduce exposure to equities, perhaps entirely, absorbing the corresponding capital losses to their treasured savings. To make up for the shortfall and the derailment of their retirement plans, today, retirees and near-retirees are now reaching for unsustainable distribution yields to make up for the reduced capital bases, and Wall Street is doing all that it can to offer as many options as it can. Where there is a financial need, it seems as though Wall Street can financially-engineer it.
And they have.
Many of the share prices of high-dividend-yielders that retirees and near-retirees have come to count on for critical income needs are, in our view, propped up by artificial valuation paradigms surrounding their financially-engineered dividends, which are supported by ongoing debt and equity issuance. Financially-engineered dividends are ones that are supported by the financing section of the cash flow statement, meaning that the operating section of the cash flow statement isn’t large enough to offset both the cash drain of the investing section and dividends from the financing section. In today’s market, share prices of these entities are receiving substantial “yield support” on what we would describe as artificial dividends, instead of being valued on the basis of their underlying operations.
If asked, Wall Street may contend that their share prices may hold as long as the threat of rising interest rates remains subdued. What can go wrong? A lot, in our opinion.
Once the relationship between yields on risk-free (Treasury) assets and yields on risky assets (dividend-paying stocks) crosses, we posit that the artificial “yield support” on companies with financially-engineered dividends will inevitably fade, and their prices will converge to more reasonable valuations that are based on actual core operating enterprise free cash flow. What we think Wall Street wasn’t expecting was that the impact of collapsing energy resource pricing on the health of financially-engineered payouts in the energy sector may be an equivalent catalyst as rising interest rates themselves.
How we interpret the financial engineering that’s proliferating across the MLP space may surprise you. Let’s try this example, using Kinder Morgan's (KMI) financials from 2015. We know that Kinder Morgan is not an MLP and the financials used are stale, but neither matter in illustrating the point we're making (we're using Kinder Morgan in this example because it is among the most well known entities, the original poster child for the MLP business model). Said differently, the following example is purely hypothetical and for educational purposes only, but let’s explain, for example, how Apple (AAPL) can effectively financially engineer a completely new “Kinder Morgan”, or create ~$75 billion in incremental equity value or more, using less than 5% of Apple’s current balance sheet, or arguably with nothing at all.
Have I got your attention now?
First, let’s cover some financials. Kinder Morgan, the largest energy infrastructure company in North America, is on pace to generate ~$4.5 billion in “distributable cash flow” in 2015. Traditional free cash flow, however, will be substantially less than "distributable cash flow" during the year given growth capital investments that are necessary to drive future increases in net income, a component of future "distributable cash flow." Let’s assume that Kinder Morgan’s “distributable cash flow” will advance at a ~10% clip over the next few years, in line with management’s expectation for the pace of dividend growth over the same time frame. Kinder Morgan’s enterprise value is currently ~$120 billion, consisting of about $75 billion in equity and $45 billion in debt.
Apple holds over $200 billion in cash, cash equivalents and marketable securities on its balance sheet, as of June 27, 2015. For illustration purposes, let’s have Apple create a corporation called iNewCorp, in which it sets up a partnership agreement by which Apple contributes ~$4.5 billion, more or less, in cash to iNewCorp per annum in exchange for 100% ownership of iNewCorp.
The agreement stipulates no minimum distributable-cash-flow to dividends-paid ratio, meaning that dividends can exceed Apple's cash contributions at any time, which equivalently happens periodically across the master-limited-partnership arena when dividends exceed distributable cash flow in certain periods. From a baseline of ~$4.5 billion, let’s also assume that iNewCorp plans to increase dividends to its future shareholders by 10% each year through 2020 and by a more-reasonable growth rate after that.
The initial ~$4.5 billion “start-up” obligation could easily be covered by Apple, an entity with $200 billion on the books and one that has generated ~$68 billion in cash flow from operations during the nine months ending June 27. Apple can cover the initial ~$4.5 billion obligation 40+ times over with cash on the balance sheet and 15+ times over with nine-months-worth of cash from operations.
Let’s now assume that Apple guarantees iNewCorp’s growing dividend stream and any and all of iNewCorp’s debts, thereby giving iNewCorp an investment-grade credit rating. With such an investment-grade rating, iNewCorp then borrows ~$45 billion against the future cash flow stream that is implicitly backed by Apple.
If you think this is good thus far, it gets better.
iNewCorp then uses this $45 billion in newly-raised debt to backstop its very own future dividend payments to its very own future shareholders. With the newly-raised debt alone, iNewCorp would then be able to cover growing dividends to its future shareholders for ~5-10 years depending on the growth rate, without any future Apple cash contributions.
Apple now IPO’s iNewCorp.
iNewCorp can now raise equity on the open market such that, with its newly-raised debt, the corporate is now able to fund its entire growing dividend stream via external capital-raising efforts, maybe on a 50%/50% equity/debt split if it wants to. Said differently, iNewCorp can fund its entire future and growing dividend stream purely from financing activities.
Under this scenario, to sustain iNewCorp's dividend, Apple itself would not have to pay any more ongoing cash to iNewCorp after the initial ~$4.5 billion outlay. Since there is no minimum distributable-cash-flow to dividends-paid mandate within this particular partnership agreement, Apple would only have to stand as a backdrop and guarantee the newly-created entity’s future dividends and debt load. The external financing markets are sustaining the dividend.
What Apple has done in this example is financially engineer the future dividend stream and capital structure of a new “Kinder Morgan,” which we have called iNewCorp, and it has done so with effectively no capital at all. Apple is just standing behind iNewCorp reinforcing its investment-grade borrowing capacity, which supports the dividend that supports the equity price, which provides incremental equity capital that can also be used to support iNewCorp's dividend, and so on.
On the basis of the then (but now hypothetical) enterprise value of the actual Kinder Morgan, iNewCorp should theoretically fetch an enterprise value of at least $120 billion, which would be all equity in iNewCorp’s case, until borrowings are distributed to iNewCorp’s shareholders as dividends. If dividends should happen to be paid directly from newly-issued equity, then there’s no reason to believe iNewCorp’s equity wouldn’t hold a ~$120 billion equity price, all else equal (at least in this market).
There's more that meets the eye, however.
Kinder Morgan then (but now hypothetically) traded at a price to distributable cash flow ratio of ~16.5 times (a ~6% distribution yield), and some may argue the enterprise value and equity market capitalization of iNewCorp should theoretically be higher than Kinder Morgan's. After all, Kinder Morgan requires growth capital to fuel future net income and dividend growth and has exposure to commodity price shifts and other operating risks, while iNewCorp does not. Apple's newly-created corporation is pure and growing cash.
It's our contention that iNewCorp should be the one to fetch a ~16.5 times P/DCF multiple (~6% distribution yield), while Kinder Morgan's P/DCF should be substantially lower given commodity and operating risks as well as the massive growth capital that is required to drive future net income expansion. In the example of iNewCorp, valuing different equities with varying growth capital outlays and commodity/operating risks on a standardized P/DCF ratio is fraught with risks. It's widely known, for example, that relative valuation techniques are exposed to the hazards of systematic overvaluation.
In this hypothetical example, with less than 5% of its balance sheet or with perhaps nothing at all, Apple has created in iNewCorp ~$120 billion in incremental equity value, or a ~20% boost to Apple’s entire market capitalization (Apple would have received the proceeds from the IPO of iNewCorp or retained an ownership stake). That's certainly a needle-mover for one of the largest companies in the world.
One may even say that Apple can easily cover an arrangement like this many times over. If you believe in the financial engineering above, then theoretically Apple can create trillions of equity capitalization repeating this over and over again. Apple’s balance sheet and cash flow generation are assets much like the pipelines in the ground are assets.
There is a very good reason, in our view, why dividends should be paid out of traditional free cash flow (cash from operations less all capital spending) or earnings, as anything else is textbook financial engineering. We’ll soon find out whose been “swimming naked” once the tide goes out of this energy cycle, which may be sooner than later (yes, it's now completely over). Wall Street wasn’t prepared for the collapse in energy resource pricing in 2015, and we doubt they will be when the next downdraft comes.
We’re sticking with companies that have organically-derived dividends, and we're not omitting varying growth capital outlays and operating risks from our analysis. From our perspective, the financial engineering is pretty alarming.
Pipelines - Oil & Gas: BPL, BWP, DPM, ENB, EPD, ETP, EVEP, HEP, KMI, MMP, NS, OKS, PAA, SE, SEP, WES
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