Sunday, 17 September 2017

Watch Out for Hyflux's Omission of Ordinary Dividends

Hyflux announced its half year financial results last month. For holders of Hyflux preference shares and perpetual capital securities (perps), perhaps the most noteworthy point is that it did not declare  an interim dividend on its ordinary shares. Why is this important? It is because the payment of a preference dividend or perps distribution is discretionary. If certain conditions are met, the company can choose not to pay or only pay partially any preference dividend or perps distribution. One of these conditions is that a dividend on the ordinary shares is not paid out. The conditions for preference shares and perps are different, so let's discuss these separately.

Preference Shares

There are 2 conditions upon which Hyflux can choose not to pay or only pay partially its preference dividends. The 2 conditions are:
  1. If it does not have sufficient Distributable Reserves; or
  2. If it does not pay its next dividend on its ordinary shares.
See Figs. 1 and 2 below for extracts of the Offer Information Statement (OIS) for the preference shares.

Fig. 1: Conditions for No/Partial Preference Dividend (Extract)

Fig. 2: Definition of Distributable Reserves

For Condition 1, if Hyflux does not have sufficient Distributable Reserves, it will not be able to pay its preference dividends in full. The definition of Distributable Reserves is shown in Fig. 2 above. I interpret it to mean that Hyflux must have sufficient retained earnings to pay dividends, regardless of whether they are ordinary dividends or preference dividends. As at Jun 2017, the retained earnings are $146.9M. The retained earnings have been dropping recently. In Dec 2015 and Dec 2016, the corresponding figures are $284.2M and $210.3M. See Did Hyflux Make Money for its Ordinary Shareholders? for more information.

For Condition 2, if Hyflux does not pay its next dividend on ordinary shares, then it can choose not to pay or only pay partially the preference dividend. Nevertheless, this does not mean that Hyflux will definitely not pay its next preference dividend in full. It only means that Hyflux can choose not to if it wishes.

In addition, the preference dividends are cumulative. If a preference dividend is skipped, it will continue to accumulate until it is fully paid out or the preference shares are redeemed.

Perpetual Capital Securities

For perps, the condition upon which Hyflux can choose not to pay or only pay partially its perps distribution is if it does not pay a dividend on, redeem or buy back any of its Junior Obligations in the preceding 6 months. The ordinary shares are considered as Junior Obligations. In addition, Hyflux can defer part of the perps distribution if it pays a dividend on, redeem or buy back its Parity Obligations on a pro-rata basis with the perps in the preceding 6 months. The preference shares are considered as Parity Obligations. See Figs. 3 and 4 below for extracts of the OIS for the perps.

Fig. 3: Conditions for No/Partial Payment of Perps Distribution (Extracts)

Fig. 4: Ranking of Hyflux Preference Shares and Perps

The last ordinary dividend was paid on 25 May 2017 and the last preference dividend was paid on 25 Apr 2017. As Hyflux did not declare an interim dividend on its ordinary shares in its latest financial results, if Hyflux chooses not to pay the next preference dividend scheduled on 25 Oct 2017 in full, Hyflux can defer part of the next perps distribution scheduled on 27 Nov 2017.

And like the preference dividends, the perps distributions are cumulative. If a distribution is skipped, it will continue to accumulate until it is fully paid out or the perps are redeemed.

Just a disclaimer, this post is not a recommendation for anyone to buy or sell Hyflux's preference shares or perps. It is also based on my interpretation of the terms in the OIS. You can find a copy of the OIS/ prospectus in Bondsupermart. Please read the OIS and do your own due diligence.

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Sunday, 10 September 2017

The Small Cushion That Warrants Provide

I have a small, speculative strategy affectionately called the "minion strategy", which involves throwing a small amount of money into certain depressed stocks that have the potential for a turnaround. The money is mentally written off the moment it is invested. The strategy is described in more details in Meet The Minions. Since the money will be written off anyway, if the stock has a warrant, I would choose the warrant over the mother share, as warrants are cheaper and rise (or fall) proportionally more than the mother shares. 

One of the recently added minions is Ezion warrant. As luck would have it, on the day I bought the warrant, Ezion called for a trading halt (later changed to a suspension). I literally had to write off the amount the moment it was invested. Later announcements by the company mentioned that it was in discussion with lenders to secure additional funds for working capital. On some investor forums, there were comments that Ezion might need to call a rights issue again to raise funds.  

When a company calls a rights issue, shareholders either have to cough up more money to subscribe to additional shares, or sell the rights (if the rights are renounceable) to collect some money back. Because a rights issue dilutes the amount of shares a warrant can be converted into, there are adjustments made to the conversion terms of the warrants. For example, each Ezion warrant is currently convertible into 1 Ezion share at an exercise price of $0.45. If Ezion were to call a rights issue and increase the no. of shares outstanding, the shares that warrant holders get would be worth less if the conversion ratio and the exercise price stay the same. Hence, there is an adjustment to the conversion ratio and/or exercise price. 

The Ezion warrants were issued in Apr 2016 as bonus warrants to all shareholders. Each warrant was then convertible to 1 share at an exercise price of $0.50. In Jun 2016, Ezion called a 3-for-10 rights issue at an issue price of $0.29. Adjustments were made to the warrants such that holders got 0.113 free warrants for every existing warrant (in lieu of changing the conversion ratio of 1 share for every 1 warrant). In addition, the exercise price was adjusted from $0.50 to $0.45.

Ezion is not the only company that adjusted the conversion terms of its warrants after a rights issue. Viking did the same after its rights-cum-warrant issue in May this year. Innopac also issued free warrants (but did not adjust the exercise price) after its rights issue in Jun this year.

Perhaps the most generous adjustments are made by Olam, which adjusts the conversion terms of its warrants even for ordinary dividends. For example, in Aug this year, Olam declared an interim dividend of SGD0.035. The exercise price was adjusted from USD1.12 to USD1.09 and the no. of warrants was increased by 1.8%.

Thus, there is a small cushion that warrants provide in the event of a rights issue.

Monday, 4 September 2017

It Is Possible to Survive a Currency Depreciation

Since that fateful day when Britons voted for Brexit a year ago, the British Pound (GBP) has fallen by 11.8% against US Dollars. Worries about Singaporean companies' investments in UK were raised in the aftermath of the vote. However, the fall in GBP was small fry to one Singaporean company which faced much larger currency depreciation in the countries it invested in. The company is Food Empire, which derived 58% of its revenue from Russia and 13% from Ukraine in 2013. 

In Mar 2014, Russia annexed Crimea from Ukraine. International sanctions on Russia followed suit. Both the Russian Ruble (RUB) and Ukraine Hryvnia (UAH) fell against major currencies. Fig. 1 below shows the fall in RUB (blue line), UAH (red line) and GBP (orange line) against USD since Mar 2014. At the lowest point in Feb 2016, RUB fell by 60% while UAH fell by 70% against USD. In comparison, GBP's fall of 24% against USD over the same period appears mild. 

Fig. 1: Fall of RUB and UAH against USD

Food Empire, which derives the majority of its revenue from Russia and Ukraine, saw its earnings fell from a gain of USD11.3M in FY2013 to a loss of USD13.6M in FY2014. However, despite the continued depreciation of RUB and UAH, earnings began to recover for Food Empire. In FY2015, it narrowed the loss from USD13.6M to USD0.1M. By FY2016, it had recovered to a gain of USD13.8M, which was even more than in FY2013, even though neither RUB nor UAH had recovered to their previous values against USD.

Likewise, Food Empire's share price also followed its earnings. The share price fell from $0.535 in Dec 2013 to a low of $0.205 in Jan 2016 before staging a spectacular recovery to a high of $0.765 in May 2017. 

Fig. 2: Food Empire's Share Price Performance

When a currency depreciates in value relative to other currencies, there are usually 2 impacts -- accounting and economic. The accounting impact means that all assets, liabilities and cashflows denominated in that currency are worth less. However, such impact on assets and liabilities are usually one-off, unless the currency continues to depreciate.

The economic impact means that the real purchasing power of consumers in that country reduces and consumers are not able to afford as many as before the products that companies sell. However, such effects will also readjust themselves over time. When a currency depreciates, imports become more expensive and the real purchasing power of its consumers reduces. However, at the same time, exports also become cheaper and exporters can sell more products overseas and increase their earnings. The net effect of a currency depreciation is that imports will decrease while exports will increase, thus increasing the current account surplus of the country. Over time, a part of these surplus will be spent within the country, leading to a recovery of the real purchasing power of its consumers. Hence, eventually, the profits of companies selling products in the country will also recover.

Having said the above, not all companies will survive a currency depreciation. Those companies with large debts denominated in foreign currencies would have difficulties repaying the debts which have become much more expensive in local currencies. To avoid such situations, companies need to hedge their foreign currency exposure, either by entering into a currency swap, or by holding foreign assets denominated in the same currency. For example, if you take a GBP-denominated loan to buy a property in UK, the effect of the currency depreciation on the property and the loan will offset each other if the loan quantum matches the property price.

Thus, although a currency depreciation will lead to immediate losses for companies invested in a particular country, eventually, prices within the country will readjust and the companies could make normal profits again.

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Sunday, 27 August 2017

Did Hyflux Make Money for its Ordinary Shareholders?

Hyflux is an interesting case. In FY2016, it reported a net profit attributable to owners of $4.8M but a loss per ordinary share of 7.51 cents. Its net asset value correspondingly dropped from $0.56 in Dec 2015 to $0.45 in Dec 2016. The main reason? There are a few different types of owners of the company. Besides the ordinary shareholders, there are preference shareholders and perpetual capital securities (perps) holders. The net profit attributable to owners of $4.8M has to be shared among these different types of owners. Both preference shareholders and perps holders have prior claims over ordinary shareholders. In total, they were paid $63.8M in preference dividends and distributions in FY2016. Thus, ordinary shareholders ended up with a loss of $59.0M after accounting for the preference dividends and distributions instead of the reported $4.8M. Divided over 785.3M ordinary shares, the loss per ordinary share was 7.51 cents.

In order to make money for its ordinary shareholders, it has to make a net profit attributable to owners that is more than sufficient to cover the preference dividends and distributions payable to preference shareholders and perps holders. In FY2016, this amount was $63.8M. In the last 12 months, Hyflux has begun to redeem some of its perps. In July 2016, Hyflux redeemed $175M perps bearing interest of 4.80%. In Jan 2017, it also redeemed $295M worth of perps bearing interest of 5.75%. The remaining perps left are $500M bearing interest of 6.00%. In addition, there are outstanding preference shares of $400M bearing a dividend rate of 6.00%. These preference shares are callable on 25 Apr 2018, failing which the dividend rate will step up to 8.00%. Thus, Hyflux needs to make a net profit attributable to owners of between $54.0M and $62.0M every year, before ordinary shareholders get to enjoy the profits.

Since Hyflux made less money than is sufficient to cover the preference dividends and distributions of its preference shares and perps in FY2016, the money has to be drawn from its retained earnings. Its retained earnings thus dropped from $284.2M in Dec 2015 to $210.3M in Dec 2016. In 2H2017, the figure dropped further to $146.9M after reporting a loss attributable to owners of $24.3M. Preference shareholders and ordinary shareholders have to watch this figure very carefully. If the retained earnings drop to zero, there will be no more reserves to pay dividends, including the 6% preference share dividend.

Thus, at this point in time, Hyflux is not making any money for its ordinary shareholders.

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Sunday, 20 August 2017

Buying the Most Expensive Integrated Shield Plan When Young and Downgrading When Old

Integrated Shield Plans (IPs) are hospitalisation insurance plans offered by private insurance companies to cover hospital stays in public and private hospitals. They are integrated with the basic Medishield Life plan run by CPF. There are typically 3 types of IPs, namely those covering Class B1 wards, Class A wards and private hospitals. For ease of reference, they are named as Class B1, A and P plans respectively. Annual premiums increase with age and are most expensive for Class P plans. For this post, I will use the IPs offered by my insurer as the basis for discussion, since I signed up with them and have records dating back to 2006 when as-charged plans were first introduced. I believe the trends discussed below are applicable to all other insurance companies offering IPs.

Private hospitals offer the best care compared to public hospitals. However, Class P plans are the most expensive compared to other plans. One of the strategies used by some people to afford private hospital care is to sign up for Class P plans when they are young and premiums are affordable, and downgrade to Class A/B1 plans when they age and premiums become more expensive. As an example, for the Class P plan offered by my insurer, premiums for a person aged 25 is only $417. However, as he ages, premiums increase rapidly to $2,639 when he reaches 70. At this age, the corresponding premiums for Class A and B1 plans are $1,758 and $1,428 respectively, which are equivalent to 67% and 54% of the Class P plan premiums.

It is a good strategy to use, but do note that annual premiums do not stay static. The figures below show the annual premiums for Class B1/A/P plans since 2006, which have been increasing. To be fair, the increases in premiums are also accompanied by enhancement in insurance coverage.

Fig. 1: Class B Plan Annual Premiums Since 2006

Fig. 2: Class A Plan Annual Premiums Since 2006

Fig. 3: Class P Plan Annual Premiums Since 2006

Thus, when you buy an IP, please take note that annual premiums are not static and are expected to rise over time. And for those who plan to use the above-mentioned strategy of buying the most expensive Class P plan when young and downgrading to Class A/B1 plans when older, be prepared to downgrade earlier than expected.

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Sunday, 13 August 2017

No Need to Maximise Profits with Cash of Last Resort

CPF funds are my cash of last resort in investing. I have quite a good record of investing my CPF funds. However, that statement would be incomplete, because majority of the time, the funds are parked in bank preference shares and collecting regular dividends that pay higher than CPF Ordinary Account's interest rate of 2.5%. On equity investments, there were only 2 occasions when CPF funds were deployed. The first was during the market doldrums during 2000-2003, when I ran out of cash for investments and had to rely on my CPF funds. The second was to buy more of Global Logistic Properties (GLP) than what was allowed for in my cash portfolio (see What is My Target Price? for more info).

Since CPF funds are my cash of last resort, the overriding principle is safety rather than maximising profits. Hence, majority of the time, they were parked in bank preference shares rather than being invested in equities. Furthermore, on the 2 occasions when they were invested in equities, they were not held until profits were maximised. On the first occasion, CPF funds were invested in STI ETF when the STI was at 1,316 points in Feb 2003 and sold when the STI reached 2,169 points in Mar 2005 for a 66% gain. The STI went on to hit a high of 3,876 points in Oct 2007. The reason for selling STI ETF early was because by early 2004, the stock market had recovered from the doldrums and my cash portfolio had turned a profit. There was no longer any need to use CPF funds for equities investment. Hence, they were returned to CPF.

On the second occasion, I bought GLP at $1.985 in Nov 2016 on rumours that a Chinese consortium was interested to buy GLP. Last month, GLP announced that it had selected the Chinese consortium as the preferred bidder, which offered to privatise it at $3.38. I sold the GLP shares bought with CPF funds at $3.22, even though there is another $0.16 to gain if they were held until completion of the privatisation, which has to be completed by 14 Apr next year (unless extended). The gain is 62%. In my opinion, the job is done. There is no need to further expose the CPF funds to unnecessary risks to get the remaining gains. They can be returned to CPF until the situation calls for them again.

When you have a cash of last resort, the important thing is to keep them safe and have them ready when you need them. There is no need to expose them to unnecessary risks for longer than is required.

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Sunday, 6 August 2017

What Are Driving Those Numbers!

The quarterly earnings season has started and I have been busy reading the financial results. It is sometimes frustrating that the reports do not reveal much about why the business is doing well or poorly and whether the trend will continue. The reports contain a lot of numbers and some discussions, but most of the time, the discussions just regurgitate what the numbers already show. To illustrate what I mean, I will use M1's financial results as an example, but it is not the only company that has the issue.

The figure below from M1's financial results shows the numbers generated by the various business segments in 2Q2017. For instance, it shows that revenue for the mobile telco services segment dropped by 2.1% Year-on-Year (YOY) in 2Q2017, customer subscriptions rose by 4.5% YOY, etc. These are useful numbers to understand how well the business is doing. But they do not explain why revenue has fallen even though customer subscriptions have increased. By right, if customer subscriptions increase, revenue would also increase correspondingly, isn't it?

Fig. 1: Numbers

Following the numbers in the financial results is a discussion of those numbers. The figure below shows the level of sophistication of the discussion. 

Fig. 2: Discussion

The opening paragraph of the discussion says, "YOY, operating revenue at $251.6M for 2Q2017 and $512.3M for 1H2017 were 4.7% and 2.9% higher respectively due to higher fixed services revenue and handset sales. Compared to 1Q2017, it was 3.5% lower." Haven't all these information been reflected in the numbers already? What extra information do investors get after spending time to read the discussion?

What investors really want from the discussion is to understand the factors driving those numbers. Investors should not be left to guess why those numbers rise or fall and whether the trend would continue. An example of a good discussion is actually given by M1 in the second paragraph of Key Drivers, which explains why churn rate hit a high of 1.7% in 2Q2017 when the average historical churn rate is only 1.0%. It explains that "Churn rate was 1.7% for 2Q2017 and 1.4% for 1H2017 as a result of the migration of customers who were previously on 2G data to the M2M platform following the shutdown of the 2G network in April 2017." This gives investors assurance that customers did not desert M1 in droves in 2Q2017.

The discussion should not just be a repeat of what the numbers already show. If companies are serious about providing a discussion, I hope they would be more forthcoming and provide an intelligent discussion about the challenges the company faces and what plans does it have to overcome those challenges. Investors who are informed of these challenges and plans would be more willing to stick through thick and thin with the company when it is going through a difficult patch.

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