A Little Chat With Dali On Perisai

Dali, I see that you had posted a piece on Perisai called Over Eager Reporting and Research


  • My View: The asset is properly priced. Although it has the same name, there has been tons of monies poured into the asset to bring it to what it is, and it comes with a strong recurring contract as well. It comes with a substantiated contract which will propel Perisai's earnings visibility enormously. My advice to all analysts and reporters, when something is so blatantly wrong, usually its not. When something is so blatantly good, usually its not. No one here seems to even bother to pick up the phone to confirm some facts, no fact checking at all. A call to Perisai's office would have negated all that. There were some 100m shares transacted all the way down, that is a massive loss for some people. Who were buying then??? The people who knew better. Who should be responsible for the losses incurred ... hmmm ... Still, the shares should continue its upward ascendency following this quite unecessary debacle.

Firstly, Dali, I do apologise for posting here and not in your comment box ( I will try to post my comments or the link to this post in your posting later). This is because my reply is rather long winded (as usual! LOL! ps: how are you ar? ) and it contain a chart pix.

1. You said "There were some 100m shares transacted all the way down, that is a massive loss for some people." Well is RHB to be blame? Did RHB contributed to the fall?

Here's the one hour chart of Perisai I just took.


From my lousy interpretation of the chart, Perisai started declining yesterday morning, 31st March 2011.

Now the news flash that was posted on 30th March 2011 on the Edge can't be found.

LOL!

Serious.

For some strange reason, I can't find the url of the article but that article can be viewed here: http://my.news.yahoo.com/flash-rhb-research-raises-concerns-over-perisais-acquisition-20110329-181406-445.html

As can be seen, RHB's comments was posted on Wed, Mar 30, 2011 9:14 AM MYT

And Perisai shares did not drop on Wed morning despite those comments posted online on the Edge website. In fact Perisai soared above 90 sen on Wednesday itself.

So for me, I would not blame RHB to be the cause for Perisai's reversal. That's my flawed opinion!

Now yes, I would probably agree with you very much that RHB analyst could have done better had she called up Perisai. A phone call would not hurt yes?

However, what about Perisai themselves?

Firstly the issues that was raised, those were rather logical questions, an analyst would raise and ask, yes?

From my own flawed personal ways, I would indeed prefer very much that an analyst or an report covers BOTH the potential rewards/benefits a deal brings and also the possible negative implication(s) arising from a deal. Yes, I indeed would prefer to see both sides of views.

Yeah, but in a hot market, when one is speculating/trading on that stock itself, it's a no brainer that one does not want to hear any whisper of risks at all.

That's normal and seriously, as you had known me from the good old chat days, I accept such behavior. It's normal la. It's like that one. :=)

So where are we now? LOL!

Oh yeah, the initial issues raised by RHB.

Let me paste here again.


  • RHB Research said on Wednesday, March 30 that this was an unusual transaction which brings the former CEO back into the company, and more so given Perisai had sold Garuda to him in mid-2010 for just US$5 million cash. In early-2010, Garuda had acquired a jack-up rig for US$5m cash, which Perisai now appears to be targeting in this acquisition. Other than a change in name (from Hercules 191 to Rubicone) the rig is currently being converted into a MOPU. The rig has also been chartered out to Gryphon on a 2+1 year bareboat charter basis for US$25 million per annum. “We are concerned about the transaction and the new issue of shares, which will give Nagendran a 13.5% stake at a 20% discount to the current share price of 81 sen. “This will dilute current major shareholder Ezra Holdings' 19% stake to 17%. Moreover, we believe there is a corporate governance issue relating to the effective purchase of the asset at 14x premium to the original disposal price of the same asset,” it said.
Are those questions not valid? Are those not issue of concerns? I could be wrong but I think so la. Perhaps RHB analyst should have called Perisai. I agree. But... but... but.... what about Perisai themselves? This was a 210 million deal involving its former major stakeholder! And did Perisai furnish Bursa with any details? Nope. All i saw was Perisai giving all the info ONLY when Perisai was asked by Bursa to furnish the details! Here's my screenshot of Perisai's current announcement.

Perisai announcement to Bursa on its Garuda deal was on 31 Mar 2011. Perisai announcement to the local media of its Garuda deal was on 30 Mar 2011. Me? I would only ask Perisai why! Seriously, this is corporate governance and transparency. But again that's me. ps: sorry for that long winded post (this is why I cannot reply directly on your site!) and yeah, I do like things long. :=)


update: do see this posting also: Featured Post: Legg Mason Sold Every Single Share Of Perisai They Had Bought On 23 Mar 2011

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Perisai's Reply To Bursa Query

Yesterday evening I made an update to the postings Perisai: Life Is Too Damn Good! and RHB Clarifies Its Statement On Perisai.

I posted Perisai Asked To Explain In Details Its Purchase Of Garuda Energy.

I left out the document attached to that Bursa announcement!

LOL! My, what on earth was my eyes starring at then? ( Could someone please smack me on the head? LOL! )

Many apologies!

Anyway, attached to that Bursa announcement was Perisai's reply: Perisai-reply to Bursa(310311).doc

PERISAI PETROLEUM TEKNOLOGI BHD ("PERISAI" OR THE "COMPANY") PROPOSED ACQUISITION BY PERISAI OF THE ENTIRE ISSUED AND PAID-UP SHARE CAPITAL OF GARUDA ENERGY (L) INC (“Target Company”) FOR A TOTAL PURCHASE CONSIDERATION OF USD70,000,000 TO BE SATISFIED BY WAY OF CASH AND THE ISSUANCE OF NEW ORDINARY SHARES OF PERISAI ("PROPOSED ACQUISITION")

We refer to our announcement dated 29 March 2011 ("Announcement") and the query letter from Bursa Malaysia Securities Berhad (“Bursa”) dated 30 March 2011 requesting for additional information in relation to the Proposed Acquisition.

A. At the outset we wish to state that we have entered into a Term Sheet which are subject to preconditions stated in our Announcement at paragraph 3.3 which we restate for ease of reference:-

3.3 The Proposed Acquisition is conditional upon satisfactory completion of the following Conditions Precedent:-

(a) Upon the Target Company’s receipt of the first bare boat charter payment from OIL CO, which evidence of receipt shall be furnished to Perisai;

(b) The Target Company securing an external borrowing sufficient to cover the cost of Mobile Offshore Production Unit (“MOPU”) conversion;

(c) MOPU is completed based on OIL CO specifications as contracted with OIL CO and Perisai being satisfied that MOPU has been completed in accordance with the specifications;

(d) Perisai Board of Directors’ and Shareholders’ approvals obtained;

(e) Regulatory approvals (including the listing of the new ordinary shares) being obtained to enable the parties to proceed with the Proposed Acquisition;

(f) Lenders’ approvals (if necessary) being obtained for Perisai to enter into the Proposed Acquisition;

(g) Perisai being satisfied with the results from the due diligence (technical, legal and financial) carried out on the Target Company.

In the event that any of the conditions cannot be satisfied within the stipulated time or the SSA is not executed within 90 days from the date of the Term Sheet (or within any such extended period as may be agreed upon by the parties), this proposal shall lapse and in such event, the Earnest Deposit shall be refunded within 14 days to Perisai together with 8% interest per annum thereon (calculated from the date that this proposal lapses) until the amount is fully settled.

B. On behalf of the Board, we wish to state our response following the numbered paragraphs of Bursa’s letter dated 30 March 2011:-

1) The proposal is transacted in United States Dollar. It is agreed that the number of consideration shares to be issued shall only be determined seven (7) days prior to the submission of draft circular to Bursa Malaysia based on the prevailing exchange rates between Ringgit Malaysia and United States Dollar on that date.

Based on current USD to RM rate of RM3.00 to USD1.00, the number of consideration shares to be issued would be approximately 92,307,692 Perisai shares. We refer to our Announcement which states “the issuance of new ordinary shares of Perisai (“Consideration Shares”) at an issue price of RM0.65 per Consideration Shares for the remaining USD20 million (equivalent to approximately RM60 million).”

2) The breakdown for the source of fund for the Proposed Acquisition is as follows:-

a) USD 50mil (equivalent to approximately RM 150 million) cash consideration is expected to be funded via internally generated funds and/ or external borrowings and/or issuance of new Perisai shares . The actual breakdown has not been finalized at this juncture. We shall notify Bursa Malaysia accordingly once the breakdown is determined.

b) USD20 million (equivalent to approximately RM60 million) balance consideration shall be via issuance of new Perisai shares at RM0.65 per share.

3) The principal business of the Target Company is owning and chartering of offshore assets. The Target Company owns a jack up rig, named Rubicone, which is currently being converted into a mobile offshore production unit (“MOPU”)in Singapore.

4) The date of incorporation was on 3rd December 2009.

5) We are informed by the Vendor the total cost for the MOPU including the conversion cost is expected to be in the region of USD60 million to USD 70 million. The construction risks lies with the Vendor and Perisai is not exposed to any costs overrun.

6) Save as disclosed below, Perisai will not assume any liabilities (including contingent liabilities and guarantees) arising from the Proposed Acquisition, save for those reflected in the balance sheets of the Target Company , which would be consolidated in Perisai Group’s accounts with effect from the Completion Date: The Group may be required to provide corporate guarantee(s) for the bank borrowings to be undertaken by the Target Company

7) The sole director and 100% shareholder of the Target Company is Nagendran C. Nadarajah.

8) Gryphon Energy (M) Sdn Bhd (“GEM”) was awarded the contract this year. We are unable to disclose the exact date of the award due to confidentiality.

9) The expected revenue of USD25 million is based on the bareboat charter to be entered between the Target Company and GEM.

10) The directors of GEM are Dato’ Dr Mohamed Ariffin bin Hj Aton, Nagendran C. Nadarajah and Puan Sharifah Zuraidah Bt Syid Mustafa Alqudri. The shareholders of GEM are Gryphon Energy (Asia Pacific) Sdn Bhd which holds 45% and Puan Sharifah Zuraidah Bt Syid Mustafa Alqudri who holds 55%.

11) The Purchase Consideration was negotiated on a willing buyer, willing seller basis taking into consideration the value of the asset owned by the Target Company and the potential earnings to be generated from the bareboat charter contract to be entered into with GEM, who has secured a 2+1+1 years contract from a major oil company.

12) The justification of the issue price at RM0.65 is based on an average price of Perisai shares at the point of initial negotiations.

13) The asset owned by the Target is a jack up rig which is currently being converted into a MOPU.

14) Based on audited accounts of the Target Company as at 31 December 2010, the Target Company has a Property Plant and Equipment book value of USD12.3 million and Total Assets of USD 13.6 million.

15) The Target Company which owned an old jack-up rig was disposed of to the Vendor in 2010. The rig then was without any contract and furthermore Perisai did not intend to take on any construction risk to rebuild it into a MOPU, hence, Perisai had decided to dispose of the rig in 2010.

The Target Company which Perisai is now buying, will own a MOPU(a facility which is used to process oil or gas in offshore locations) which is expected to have a certified 15-year life span and will be installed with major oil and gas processing equipment.

One of the conditions precedent to the Completion is the receipt of the charter payment from the major oil company. Perisai would only acquire the Target Company if the MOPU is operating and acceptable to the major oil company.

16) The Target Company is currently converting its used rig into MOPU and would be involved in the bareboat chartering business in the oil and gas industry. The Target Company's business prospects are dependent on the prospects of the oil and gas industry in Malaysia as well as the surrounding region.

In view of the positive prospects of the oil and gas industry and the demand for rigs by the oil and gas players, the Board believes that the prospects and future financial performance of the Target Group is expected to be favorable.

The Target Company’s revenue stream will be protected by the bareboat charter arrangement to be entered into with GEM for 2 + 1 + 1 years.


(b) Earning and EPS The Proposed Acquisition is expected to be completed by the third quarter of 2011 and is expected to contribute positively to the earnings and the EPS of Perisai Group for the financial year ending 31 December 2011 and in the future.

(c) Substantial shareholding of Perisai. Please refer to Appendix 1

18) There will be no major operational impact of the Proposed Acquisition on Perisai as GEL would lease the asset to GEM on the bareboat charter basis i.e the operation risk is being transferred to the charterer

19) Dato’ Dr Mohamed Ariffin bin Hj Aton is only a director of Gryphon Energy (M) Sdn Bdh. This transaction is not considered a Related Party Transaction pursuant to Paragraph 10.08 of the Main Market Listing Requirements.

20) Kindly refer to points (15) and (16) above. 21) The highest percentage ratio applicable to the Proposed Acquisition is 87.26%.

-----------------------------

There are several issues.

1. Why didn't Perisai make this detailed announcement in regards to its purchase of Garuda? Why wait until Bursa demand of information? Yes, why was this deal announced to the press on 30th March 2011 and why wasn't this deal announced on Bursa website?

2. The table snapshot shows that Perisai number of shares would expand greatly. Back in Jan, Perisai already announced its Intan Offshore acquisition. ( refer Perisai_Announcement _27 Jan.pdf ) For the purchase of Intan Offshore some 70,683,000 new shares would be issued at a price of rm 0.64 sen. For the purchase of Garuda some 92,307,692 new shares would be issued at a price of rm 0.65 sen.Which means at the end of the day, Perisai shares would balloon from 662,000,000 to 845,791,000 shares.

Not a fair comparison but just imagine that Perisai was trading around 58 sen at the start of the year. With a share base of 662 million, the company was valued at 383.960 million. The stock closed at 82 sen. If Perisai stays at this price, the 'new' Perisai would be be valued at some 693.5 million! (If one is an investor/shareholder, one would be worried with the possible dilution of earnings but then if one is a trader/speculator, one would not even bother! )

3. The Intan purchase. If you open the Jan.pdf file, you would note that..


  • The principal activities of Intan Offshore are those of ship owners and provision of ship chartering services. Intan Offshore, together with its subsidiaries (“Intan Offshore Group” or “Group”) own a total of 8 vessels. The vessels are currently chartered as bareboat charters to Emas Offshore and Emas Offshore Pte Ltd (both wholly-owned subsidiaries of Ezra Holdings Limited (“Ezra Holdings”)) which in turn charters the vessels out to end charterers

Now Ezra Holdings the name is familiar.

Back on April 2010.


  • Saturday April 10, 2010 MD of Perisai selling 19% stake

    PETALING JAYA: Perisai Petroleum Teknologi Bhd managing director Nagendran C. Nadarajah is disposing of his 19% stake in the company to HCM Logistic Ltd, a subsidiary of Singapore-listed Ezra Holdings Ltd. The company told Bursa Malaysia yesterday that the disposal was expected to be completed on or before May 7.

Nagendran sold his stake to HCM to Ezra Holdings. And Perisai is buying Intan Offshore from Ezra Holdings?

Nothing wrong in that.... but.... makes you wonder...

4. And how is Intan Offshore earnings track record? 5. What does Garuda brings to Perisai? I don't know but all I saw was just this statement.


  • The expected revenue of USD25 million is based on the bareboat charter to be entered between the Target Company and GEM.

Expected revenue of just USD25 million. My eyes might fail me but I did not see Perisai state how much earnings Garuda could bring to the company.

Ok, I am aware the following statement from CIMB.


  • Annual profit contribution of RM40m. We estimate that Garuda will contribute RM40m p.a. to Perisai’s net profit, with maiden contribution to be booked in 4Q11 after hook-up and commissioning.

CIMB expects annual profit contribution of rm 40 million????

LOL! This is where I am confused.

If it's so good why didn't Perisai state this in its reply to Bursa?

But some would argue that Garuda's earnings is not improtant. The issue is the asset, the MOPU, that Perisai is buying!

6. The justification of the issue price at RM0.65 is based on an average price of Perisai shares at the point of initial negotiations?

Err... so what's the initial negotiation? How was the 65 sen price tag being justified? Can we have more info?

7. ".. the Target Company as at 31 December 2010, the Target Company has a Property Plant and Equipment book value of USD12.3 million and Total Assets of USD 13.6 million"

Err... the target company only has a property, plant and equipment book value of just USD12.3 million and total Assets of USD13.6 million?

So how is the USD 70 million purchase price being justified? Why must Perisai buy Garuda? No other alternative?

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Perisai Asked To Explain In Details Its Purchase Of Garuda Energy

Getting interesting!!

On Bursa website, it has been announced that Perisai had been rquested to furnish the investing market with the additional information in respect of their purchase of Garuda Energy (L) Ltd. ( refer to postings Perisai: Life Is Too Damn Good! and RHB Clarifies Its Statement On Perisai )

THE PROPOSED ACQUISITION BY PERISAI PETROLEUM TEKNOLOGI BERHAD ("PERISAI") OF 100% EQUITY INTEREST IN GARUDA ENERGY (L) LTD ("TARGET COMPANY") FOR A TOTAL PURCHASE CONSIDERATION OF USD70 MILLION TO BE SATISFIED BY WAY OF CASH AND THE ISSUANCE OF NEW ORDINARY SHARES OF PERISAI ("PROPOSED ACQUISITION") We refer to your Company's announcement dated 29 March 2011 in respect of the above matter. In this connection, kindly furnish Bursa Malaysia Securities Berhad ("Bursa Securities") with the following additional information for public release:-

1. The number of consideration shares to be issued.
2. The source of fund for the Proposed Acquisition and its breakdown.
3. The description of business carried on by Target Company.
4. The date of incorporation of Target Company.
5. The cost incurred by Target Company in converting Rubicone into a Mobile Offshore Production Unit.
6. The particulars of all liabilities, including contingent liabilities and guarantees to be assumed by Perisai arising from the Proposed Acquisition.
7. The names of Target Company's directors and substantial shareholders and their respective shareholdings.
8. The date Gryphon Energy (M) Sdn Bhd ("GEM") was awarded a contract to lease, operate and maintain a MOPU for a period of 2+1+1 years.
9. The basis in arriving at the expected revenue to be generated by GEM of approximately of USD25 million per annum .

10. The names of GEM's directors and substantial shareholders and their respective shareholdings.
11. Further clarification on the basis of arriving at the purchase consideration.
12. The justification for the issue price of RM0.65 per consideration share which is more than 10% discount of the current market price.

13. The details of the asset owned by the Target Company. 14. The original cost of investment and date of investment by the vendor in the Target Company.
15. Further clarification on the rationale for the acquisition of the Target Company from the vendor in view of the disposal of the Target Company to the vendor in 2010. 16. The details of the prospects of the Target Company. 17. The financial effects of the Proposed Acquisition including on earnings per share, net assets per share, gearing, share capital and substantial shareholding of Perisai.

18.The operational impact of the Proposed Acquisition on Perisai.
19. In view of the interest of Dato Dr. Mohamed Ariffin bin Hj Aton in the Proposed Acqusition as disclosed in the announcement, to clarify whether the transaction is a Related Party Transaction pursuant to Paragraph 10.08 of the Main Market Listing Requirements (" LR").

20. To also state the basis of the Board Directors’ recommendation to grant approval for Perisai to enter into the Term Sheet with the vendor (which material terms contained therein, shall be a binding agreement), taking into consideration the Board of Directors’ opinion as stated in Perisai’s announcement dated 10 May 2010 that the disposal of Garuda Energy (L) Ltd to Mr Nagendran Nadarajah was in the best interest of Perisai.
21. The highest percentage ratio applicable to the Proposed Acquisition pursuant to paragraph 10.02(g) of the LR.
22. All other relevant information as stipulated under Appendices 10A and 10C of the LR.

Please furnish Bursa Securities with your reply via an announcement within one (1) market day from the date hereof.

Yours faithfully
SUZALINA HARUN
Head, Issuers Listing Division Regulation

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RHB Clarifies Its Statement On Perisai

In the earlier posting, Perisai: Life Is Too Damn Good!, I highlighted the following: In a news flash yesterday morning from the Edge (strange I can't find the url of the article but that article can be viewed here: http://my.news.yahoo.com/flash-rhb-research-raises-concerns-over-perisais-acquisition-20110329-181406-445.html )

  • RHB Research said on Wednesday, March 30 that this was an unusual transaction which brings the former CEO back into the company, and more so given Perisai had sold Garuda to him in mid-2010 for just US$5 million cash.

    In early-2010, Garuda had acquired a jack-up rig for US$5m cash, which Perisai now appears to be targeting in this acquisition. Other than a change in name (from Hercules 191 to Rubicone) the rig is currently being converted into a MOPU.

    The rig has also been chartered out to Gryphon on a 2+1 year bareboat charter basis for US$25 million per annum.

    “We are concerned about the transaction and the new issue of shares, which will give Nagendran a 13.5% stake at a 20% discount to the current share price of 81 sen.

    “This will dilute current major shareholder Ezra Holdings' 19% stake to 17%. Moreover, we believe there is a corporate governance issue relating to the effective purchase of the asset at 14x premium to the original disposal price of the same asset,” it said.


Apparently, RHB now said they were wrong!

♦ A good deal. After meeting with management yesterday, we realised that all our concerns as highlighted in our RHB Equity 360 report were factually inaccurate and the report has been withdrawn. In fact, the proposal appears to be a good deal for Perisai, given: 1) the availability of the asset coincides with the long-term charter contract; and 2) the bare boat charter of US$25m p.a. for a period of 2+1+1 years is expected to be net cashflow positive to Perisai.

♦ Not the same asset. We note that Perisai’s management took a prudent view in early-2010 and chose not to speculate on the market demand for jack-up rigs at that point, and decided to sell Garuda Energy. Moreover, management clarified that Garuda Energy owned the shell of a used jackup rig at the point of sale in 2010. Today, the asset has been refurbished by the vendor and is undergoing conversion into a Mobile Offshore Production Unit (MOPU).

♦ Arms length transaction. We understand the negotiations were conducted at arms length (and this is not a related party transaction as the vendor had in 2010 sold out of Perisai to Ezra Holdings). Moreover, Perisai will only pay the balance of US$66m purchase price (nett of the US$4m deposit) upon delivery of the MOPU to the charter client as per the specifications of the client and Perisai. Any cost overruns will be fully borne by the vendor. Therefore, we believe there is no corporate governance issue with the proposal, which has been negotiated to the benefit of Perisai shareholders, and is still subject to a due diligence exercise.

♦ Risks. We believe the cyclical risks are inherent in all industry players, but for Perisai, the risk is mitigated by this long-term contract as well as longer-term expectations of jobs in Malaysia’s marginal fields. A reversal in the crude oil price uptrend would however affect the vessel assets that were recently acquired from Ezra. In our view, despite net gearing of 0.7x end-2010, Perisai should have no problem raising funding for the RM150m cash portion of the purchase price given the ready long-term contract.

♦ Potential for upside. Our back-of-the-envelope calculation suggests net profit contribution from the charter to be around RM40-50m, vs. the FY10 reported net profit of RM10.3m and FY11 consensus net profit of RM30m (which excludes the Intan acquisition as well as this proposal). As this proposal is only expected to be completed in the 4Q11, the full-year impact would be in FY12, lifting the current consensus FY12 net profit estimate to around RM70-80m. Assuming 846m enlarged share capital, this suggests an FY12 EPS of 8.3-9.5 sen or a PER of 10.6x. Tentatively assuming a target PER of 15x, i.e. in line with our target for the market, this implies a fair value estimate of RM1.25-1.43/share.

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Perisai: Life Is Too Damn Good!

The following is taken from Star Biz: Perisai acquisition draws interest


  • On Tuesday, Perisai said it was acquiring Garuda Energy (L) Ltd from Nagendran Nadarajah for a total of RM212mil, to be paid for in cash and shares. Nagendran will end up with 11% in Perisai, having just sold his 19% stake in Perisai to Singapore-listed Ezra Holdings Ltd a year ago at 48.5 sen a share for a total of RM64mil. It isn't clear why he is coming back into a company that he left not long ago. Nagendran declined to comment. More significantly, at the time of Nagendran's exit from Perisai last year, he had acquired Garuda from Perisai at only US$5mil. “On the face of it, the transaction does raise eyebrows over whether the valuation is fair and whether it is a related party transaction,” said an analyst....

So let me get this straight up.

Nagendran Nadarajah had sold his stake in Perisai for 64 million.

He bought Garuda from Perisai for US$5 million.

Apparently that was a year ago.

And now Perisai is buying back Garuda from Nagendran for a nice tidy price of US$70 million!!!

Ok, apparently Garuda is now slightly different.

From the edge, Nagendran returns to Perisai



  • Garuda Energy owns a jack-up rig, namely Rubicone, which is being converted into a mobile offshore production unit (MOPU) and the makeover works are expected to be completed by May.

So it's gonna be a jac-up rig but... hey... makeover works are not even completed yet!


And yet Perisai is buying back Garuda for US$70 million!!!

In a news flash yesterday morning from the Edge (strange I can't find the url of the article but that article can be viewed here: http://my.news.yahoo.com/flash-rhb-research-raises-concerns-over-perisais-acquisition-20110329-181406-445.html )

  • RHB Research said on Wednesday, March 30 that this was an unusual transaction which brings the former CEO back into the company, and more so given Perisai had sold Garuda to him in mid-2010 for just US$5 million cash. In early-2010, Garuda had acquired a jack-up rig for US$5m cash, which Perisai now appears to be targeting in this acquisition. Other than a change in name (from Hercules 191 to Rubicone) the rig is currently being converted into a MOPU. The rig has also been chartered out to Gryphon on a 2+1 year bareboat charter basis for US$25 million per annum. “We are concerned about the transaction and the new issue of shares, which will give Nagendran a 13.5% stake at a 20% discount to the current share price of 81 sen. “This will dilute current major shareholder Ezra Holdings' 19% stake to 17%. Moreover, we believe there is a corporate governance issue relating to the effective purchase of the asset at 14x premium to the original disposal price of the same asset,” it said.
WOW! A 20% discount!

Anyway... apparently ... the market is loving Perisai way too much! Let's fly up, up and awayyyyyyyyyyyyyy!

Here's the announcement on Bursa website on 9th April 2010. PERISAI PETROLEUM TEKNOLOGI BHD ("PERISAI" OR "THE COMPANY") SALE OF SHARES BY NAGENDRAN C. NADARAJAH OF ALL HIS DIRECT AND INDIRECT SHAREHOLDINGS IN THE COMPANY TO HCM LOGISTICS LIMITED



  • The Board of Directors of Perisai wishes to announce that Mr. Nagendran C. Nadarajah, the Managing Director/Substantial Shareholder of the Company has entered into a Share Purchase Agreement dated 9 April 2010 with HCM Logistics Limited, a wholly-owned subsidiary of Ezra Holdings Limited, Singapore, for the sale of his entire direct and indirect shareholdings in the Company representing approximately 19% of the capital of the Company ("the Disposal"). The Disposal is expected to be completed on or before 7 May 2010. Save for above, none of the other directors and persons connected to them have any interest in aforesaid disposal. This announcement is dated 9 April 2010 .
Sold 9th April 2010....

And in regarding Garuda... a few months earlier, back in Dec 2009. From the Star Biz Perisai acquires jackup drilling rigs for rm34mil



  • PETALING JAYA: Perisai Petroleum Teknologi Bhd has acquired two jackup drilling rigs for US$10mil (about RM34mil). In a filing with Bursa Malaysia, Perisai said its units Garuda Energy (L) Inc and Hummingbird Energy (L) Inc entered into a purchase and sale agreement with Cliffs Drilling Co and The Offshore Drilling Co for the acquisition. It said the acquisition would provide a platform to convert the rigs into mobile offshore production and storage units and to generate robust earnings by hiring them to oil and gas field owners. “The acquisition is synergistic to the evolved activities of Perisai to serve as a one-stop centre for its planned marginal field development and deepwater activities,” it said.

Garuda bought 2 jackup drilling rigs for US$10 million.


And that was Dec 2009.


And in 2010... how much did Perisai sold Garuda to Nagendran for? Answer? US$5 million!


ps: Life is simply too damn good and I think I am in the wrong freaking business!!!!!

--------------

Do see update on this posting: RHB Clarifies Its Statement On Perisai

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You'll Know

Been listening to this song a lot and frankly I do not even know why. Just love this part...


  • ..... Thunder only happens when it's raining
    Players only love you when they're playing
    They say, women, they will come and they will go
    When the rain washes you clean you'll know
    You'll know .......

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Looking Back At Hai-O Then And Now.

Someone asked me why I do less full review of stocks lately.

Well two reasons. The main one is that I am rather lazy. ( LOL! Totally lame! :P )

Secondly I lack motivation. (Haha! What an even more lame excuse! :P )

Well in my flawed ways, when one writes a review of a stock, one should present it in the best fullest possible way giving full consideration to the possible pros and cons on the stock. One should attempt to give both side of the story highlighting the possible positives and possible negatives about the company. To insist only the positive while brushing aside all posble weakness is way too shallow. That's my flawed personal opinion. :)

And this is where it gets tricky and tacky.

And as mentioned many times before, I always believe that any stock can go up or down on any given day. That's just how complicated and complex the market.

And no, I am not even suggesting that fundamental reasoning does not matter. I certainly dare not.

And to complicated matters, time frames complicates matters. It does.

And more so share price movement ( and yeah, it's even more complicated when different time frames are used) is used to judge one's reasoning instead of the justification of one's reasoning.

One of the most interesting example is of course, Hai-O's example, a posting which I had posted yesterday. ( Update On Hai-O ).

Now this one is certainly an interesting case since I had blogged on Hai-O back in 2008.

This was my FULL Review Of Hai-O on April 2008.

I am re-posting it in full here.

-------------------------------------------------------

Dedicated to Unker TK.

All data is compiled by myself from Bursa Malaysia website. ( I am liable to make an error and if I do make an error on any numbers, do let me know)

Background.

HaiO sells herbs, health suppliments, health tonics and tea. Here is the company website: http://hai-o.com.my/

Hai-O yearly earnings track record.



Numbers are always extremely interesting and can always be interpretated in many, many ways.

For example, using the bigger picture perspective, one can see from the above table that, HaiO's performance from 1999-2006 was poor. FY 2006 showed HaiO earnings 10.1 million which is a fantastic improvement from its fiscal year 2005's earnings of 5.5 million. However, I would base it on the bigger picture and would consider the fact that for its fy 1999, HaiO was already earning some 11 million. Hence the huge jump in earnings in 2006 should rather be discounted and that HaiO's earnings only turned around in 2007.

So from a bigger picture perspective, one can argue that so far, HaiO has only fantastic year which is fy 2007 and also judging from its ttm (trailing twelve months) earnings, HaiO should have another grand earnings for its current fy 2008.

Now here's another way to look at it where I can make HaiO look like one incredible growth stock!

Let me take out the FY 1999 to FY 2003 earnings. And let's look at the earnings below.





This is now looking like one incredible growth stock eh?

Firstly, here's a site for you to calculate your CAGR (Compounded Annual Growth Rate): http://www.moneychimp.com/calculator/discount_rate_calculator.htm

Let us see if we calculate the CAGR from 2003, we would get the following:




Which looks simply superb! A company growing at an annual compounded growth rate of 57% for its most recent 5 years!

And it's so good that the company has this chart on their website. (see http://en.hai-o.com.my/new/investor_financial_highlights_profit.asp )


However, if the time frame is switch to focus on HaiO's performance from 1999 to 2003, see the results below.
And the CAGR would show a terrible result.


Point is one should understand that numbers can tell different stories depending on how and where you want to look at it from.

For me, I would merely note that HaiO had a fantastic fy 2007 and this year, it should have another fantastic fiscal year.

Would I boldly declare HaiO as a fantastic growth stock? Would you?

Some would simply argue that two great years do not make a growth stock.

Some would simply argue that in HaiO's case, one should look at the bigger picture. From 1999 to current, one has a 10 year time frame, and out of this decade, HaiO has probably performed terribly for 7 years! Although the current 2 years, HaiO is performance is fantastic.

Hey, don't stare at me. I already said that it's so subjective on how one looks at a set of numbers, didn't I?

Hai-O's Current Quarterly Earnings


If you look at the table above, basically HaiO's change of fortune happened since its FY 2007 Q3 earnings.

Balance Sheet



Balance sheet is looking great lately. However, from the quarterly earnings table do note that SI denotes Short Term Investment.

And I never do like to see stuff like this in our local stocks. For me, a listed company should just concentrate and maintain their focus on the company's core business ( Did HaiO failed in this area before?) and not dabble into short term investments. Any excess cash should be simply returned to their shareholders.

From HaiO's website, from their 2007 Annual Report (634 KB) (see page 115) it states that this short term investments is in Unit Trusts!

As of the recent quarterly earnings reported last month, short term investments stood at 22.850 million. Now isn't that an awful lot of money to put into Unit Trust?

Broker Coverage

Affin, OSK and RHB Research covers the stock. So does I-Capital.

RHB in its latest report:

  • Corresponding to the change in our FY04/08-10 earnings projection, indicative fair value is upgraded to RM4.64 from rm4.04 based on unchanged target PE of 19x CY08 EPS, which is at 40% discount to our CY08 target PE of 16x for the consumer sector, to reflect the smaller earnings base and market capitalisation. Maintain Outperform.

Note: I see CY08 earnings net profit forecasted by RHB is at 38.1 million. (ttm earnings indicates a net earnings of 37.6 million)

OSK in its latest report:

  • Maintain BUY. Having taken into account on the current stock market condition and our downgrading in the GDP projection from 6.2% to 5.8%, we are now more conservative thus assuming the lower band of the PE and P/BV of the retail sector. Notwithstanding, our target price revised higher following the earnings revision; and rolling our numbers to FY09. We peg a target price of RM5.00 (previously RM4.60) by applying the composite of 10x (previously 12x) over FY09 EPS of 50.6 sen and P/BV of 2.6x (previously 3x). We reiterate our BUY recommendation on Hai-O.

Note: I see OSK is basing HaiO value on its estimation of HaiO's FY09 earnings, which is estimated at 42 million.

The reports can be be downloaded here: Hai-O Robust earnings driven by MLM division, Hai-O 3QFY04/08 Results Boosted by MLM and Hai-O Amazing Performance

Pros

1. Earnings have been absolutely fantastic the past 2 years or so.

2. Balance Sheet is looking fantastic. Its cash flow is simply awesome!

Concerns

1. Is this a flash in a pan?

What's driving this success for HaiO? Last June, the following article was published on Star Business: MLM and pu-er tea to drive Hai-O sales. The following section is worth noting:

  • The sterling performance was due to the MLM division, more intensive sales promotions by the retail division for its royalty customer programme and additional sale of pu-er tea.

    Revenue contribution from the MLM division grew 84% while the wholesale segment jumped 119% in FY07.

    In addition, the company’s profit margins had improved, thanks to the ringgit appreciation, which lessened import costs and it saved RM1.5mil from a waiver of rental costs and reimbursement on certain expenses for leasing of a shopping complex.

    Higher investment income also added to the profitability, Hai-O said.

    In keeping to its promise to pay 50% of after-tax profit to shareholders, Hai-O has declared a final dividend of 13 sen per share, bringing the total dividend for FY07 to 18 sen a share.

    “We’re proud to be able to sustain our growth since we’ve been around for 32 years now,” Tan said, adding that by carrying only premium products, it was able to fetch better margins.

    The MLM model was also seen as sustainable as Hai-O had an average of 1,000 new recruits every month, he noted.

    Hai-O has started opening retail outlets in high-traffic shopping malls, such as 1 Utama, Queensbay Mall (Penang) and Pearl Point (Old Klang Road), he said, adding that previously it was focused on shoplots.

    Next year, another outlet is targeted to open in Mid Valley Megamall.

From a PURE investing perspective, serious consideration has to be made on the sustainability of HaiO's impressive earnings. In short, is it a flash in a pan.

As stated, pu-er tea and aggressive MLM is driving in the earnings.

Is there a sustainable long term competitive advantage in these two factors?

For example, pu-er tea. How many people you know really drinks this tea? Is it a fad? Is there a substitute equivalent? How much do you really know about this tea?

And then you have the MLM issue, all which is so highly debatble of course. Some believe strongly in such marketing strategy, while some don't because they believe that MLM simply don't last! ( The following recent article is interesting too: Top Hai-O agents earn RM1mil a year - wow, so lucrative?)

How? Would you rate this as a concern at all?

2. Is there a risk to HaiO strong cash balances?

I like to look at the past. It gives an idea what the company has done before and I used it as a rough indicator. For example, in the case of HaiO's strong cash balances, the main concern is what if the company squanders the cash by spending in an extravagant manner? Would this not be a legimate concern? After all, we are talking about investing (buy-and-hold long term) in this stock?

Back in 2003, there was an interesting article on HaiO.


(The above screenshot of the article is clickable for a larger and clearer image or u can see the same article here: http://www.hai-o.com.my/cms/layout/Printer.asp?ProductID=62 )

The following section of the article was very interesting for me:

  • On why Hai-O was venturing into the IT sector, he said: “We are debt free and cash rich as we have RM8mil in fixed deposits, RM4mil in our current account, and RM20mil in overdraft facilities. Therefore, we will venture into any business if it can bring us some benefit.”

I didn't like how and what's been said. Rather arrogant in my opinion.

Firstly, HaiO then was a simple Chinese herbs player. That it wanted to venture into IT was a shocker! A shocking diversification if you asked me. And the manner it talked about its cash balances to the media was rather so arrogant!

And what's more shocking is the following table below.



As one can see from the above table, for its fy 2003. HaiO had a total cash of 13 mil. And note that the above table indicated a huge jump in the number of shares in HaiO.

And when I dig deeper, I noted that HaiO had a Rights Issue in 2003.

Now how? This gives a whole meaning of being cash rich company, yes? See, their debt free and cash rich was not via the company's hard work but this net cash resulted from a rights issue!

And what happened next was interesting.

Now if one look at its 07 Q4 quarterly earnings (Quarterly rpt on consolidated results for the financial period ended 30/4/2007), one would note..

  • On 18 April 2007, the Company disposed of the entire 100% equity interest in Hai-O Informtech Sdn Bhd , comprising of 2,000,000 ordinary shares of RM 1.00 each for a total cash consideration of RM 280,000.

Invested 2 million.. sold for 280,000. What about the extras spend during this period? Remember the inital plan was to spend as much as 10 million!

And if one refer back that April 18th announcement: DISPOSAL OF SHARES IN HAI-O INFORMTECH SDN BHD (533171-D)

  • 3. EFFECTS OF THE DISPOSAL The Disposal is not expected to have any material impact on the issued and paid-up share capital and shareholding of the major shareholders of Hai-O. The Disposal is also not expected to have any material impact on the net assets and earnings of Hai-O Group for the current financial year.

No material impact?

Take 2007 numbers. It said that it earned a net earnings of 22.114 million. Take this investment of 2 million. Sold at 280k. This is a loss of 1.716million. Yes it's small. BUT do compare 1.716 million to its net earnings of 22.114mil. Well that's about 7.7%.

And strangely, I do not see where and how HaiO accounts for this loss.

Anyway would you call that as an example of past extravagent spending?

Fast forward to present day.

Hai-O buying land in Klang for new facilities (See also: New warehouse to contribute positively to Hai-O in 2009 )

  • Hai-O buying land in Klang for new facilities
    21 Dec, 2007
    Source: New Straits Times

    HAI-O Enterprise Bhd, a wholesaler and retailer of Chinese herbs and medicine, is spending RM50 million to buy a plot of land and build new facilities in Kapar, Selangor.

    The company will pay RM45 million to Bata (Malaysia) Sdn Bhd for a 11.2ha site, and spend another RM5 million to set up a new factory and a warehouse there, senior officials said.

    It has yet to finalise the building plan and manufacturing output, they added.

    Managing director and chief executive officer Tan Kai Hee said the company would use its reserves to pay for the land and build new buildings to expand its manufacturing output. It may also consider a private placement to raise the fund.

    "We are cash-rich, generating RM10 million to RM15 million annually to our reserves," Tan told reporters at the signing of a sale and purchase agreement on the Kapar land in Kuala Lumpur yesterday.

    Financial controller Hew Von Kin said Hai-O would use about 6.8ha of the land to build new facilities, while the balance of 4.4ha would be leased back to Bata for handsome fees.

Oh oh.

Where did I read this statement, "We are cash-rich, generating RM10 million to RM15 million annually to our reserves" before?

Dejavu again?

Some view an investment into a stock as being a business partner of the company. Now as a business partner of this business, how do you feel if your partner keeps telling the whole world that they are cash-rich?

And what about this 50 million land purchase again?

Tell me, am I biased or is the sum of this purchase simply way too extravagant? Isn't it simply excessive?

Isn't it like back in 2003. Company had no expertise in IT but yet it went in big time. And now spending 50 million to buy land.

Instead of trying to justify this so-called investment, let's focus on the size instead.

50 million is a lot of money!

Why can't this company spend 10 million instead?

Seriously, can the company not buy land and built a factory with 10 million? No other land in Malaysia?

Ok, if 10 million is not enough, how about 20 million?

Surely 20 million is enough, right?

So why 50 million?

( Note: Hai-O secured RM20m loan to finance property buy )

How? Does one see concern and risk to HaiO's strong cash balances?

And do note, HaiO has been actively buying back the company shares in the open market. And that HaiO's management has promised to return back 50% of its earnings back to the shareholders as dividends and not forgetting that it's rather active with their unit trusts investments. So much plans, eh?

And it all seems to hinges on this pur-tea and MLM earnings.

How would you evaluate your risk in such an investment?

Would you invest in this company?

--------------------------------

This was followed by another posting: More On HaiO


TK said:

  • I was initially interested in Hai-O. However, I do not like the 50 Mil investment in property.

    Pu-er tea, Moo Moo, this tea, as far as I know, once being 'goreng' & some cost few thousands ringgit a kati hoo.... dun play play... There are people who buy this tea to keep (investors?), the value will goes up according to its age if it is properly kept.

    Re the herbs, Hai-O looks like improving in its marketing (outlet design, product packaging). I think its competitors will be 'Yu Yan Sang' I was shocked when I see the price of 'Tong Chong Chow' RM400-RM800 per pack.& I beiieve that chinese herbs business is a fat profit margin business.One of my classlmate drove Merz after joining their MLM while I was still in college. But thats before Hai-O listed... How?

Many thanks Unker TK for sharing what you know.

BullBear posted on FusionInvestor chat:

  • HaiO is selling at a low PE (based on ttm-eps). It earns >25% on equity and its net profit margin >10% of its revenue. The arguments centred on its management and its business franchise. IF HaiO continues to perform, those who invested into it would have a return of x% (?5%, 10%, 30%, 50%, 100%), if it unperforms, one might lose y% (?5%, 10%, 30%, 50%, 100%), . Works out the odds (x/y), and see if you like the odds.

    Peter Lynch: "The very best way to make money in a market is in a small growth company that has been profitable for a couple of years and simply goes on growing." The key objective of the investor should be to avoid a major loss, the occasional huge winner will offset a number of small losses." "When the news seem terrible, that's when you make the big money in the market."

My dearest BullBear,

A low PE stock means only one thing and that is the stock is trading on a lower valuation compared to what it is currently earning.

Some simply consider that what is happening is the stock is being ignored in the market despite its impressive earnings.

Why?

The market could be wrong and that perhaps this is a stock that's an ignored gem. Yeah, the classical hidden gem and if this is the case, investors who invests in the stock could be rewarded for their stock selection.

However, on the other hand, sometimes the market could be right and that they do sense something is not right within the stock.

And because of this reasoning, I have always realised that a low PE stock does not make a stock a QUALITY stock.

It just means the stock is trading 'cheaply'.

It could be a bargain but it could also be a trap.

In this instance, HaiO is obviously trading cheaply compared to its current earnings.

Now, yes I've raised the concerns on the management and business model.

In every investment reasoning I always evaluate my pros and cons in any investment opportunity.

Yes, HaiO is making tons of money but what's the concerns? What's yours? Well mine are the two simple issue, management and business model.

Main issue here is, are the concerns that I raised legitimate?

Are you comfortable with a MLM business model? Would you invest and buy-and-hold for the long term in such a business?

The issues I raised about the management. Well, did it not happened? Was it not legitimate?

------------------------------------------

:)

Ah.. I never got the answers for the questions I raised in the posting More On HaiO

But that's not important.

LOL!

Hai-O soared. Did you make money?

And here's the chart since 2008. Note where I had drawn the line when I made that posting. (I believe the chart had adjusted and priced in the 'bonus and stock split' exercise in 2010)


Nope, this is not ego booster posting and not certainly not a I told you so posting.

Let's look at the Pro and Cons.

The pro.

  • 1. Earnings have been absolutely fantastic the past 2 years or so.
    2. Balance Sheet is looking fantastic. Its cash flow is simply awesome!

The earnings continued to soar and I have to add that Hai-O was rather generous with their dividends too.

Needles to say, the stock soared. CHECK!

Now the cons.

  • 1. Is this a flash in a pan?
  • 2. Is there a risk to HaiO strong cash balances?

And the questions I had raised on the other posting.

  • Yes, HaiO is making tons of money but what's the concerns? What's yours? Well mine are the two simple issue, management and business model.

    Main issue here is, are the concerns that I raised legitimate?

    Are you comfortable with a MLM business model? Would you
    invest and buy-and-hold for the long term in such a business?

    The issues I raised about the management. Well, did it not happened? Was it not legitimate?

Well, as we all now today, that flash in the pan lasted much longer. The boom in Hai-O's earnings caused by the incredible growth in Hai-O's MLM's business model, lasted much longer.

And the stock went up, up and awaayyyyyyy!

Buyers and investors of the stock was well rewarded for taking the investing risk in the company.

But as stated as one of the cons of the business is the MLM business model itself. As many would know, the MLM business model simply isn't sustainable for the long term.

If had one bought the stock in 2008, would one be holding it and loving it forever and ever and watch the stock price sink lower and lower the past year?

Or should one recognise that business model had taken the turn for the worst and recognise that the earnings had been slowing down badly ( do see yesterday Update On Hai-O ) and perhaps the best option is to exit the investment?

Or should one still consider to HOLD because they simply believe in the buy and hold investment theory?

Ah... don't ask me. I have no answers for I am not the friendly investment advisor.

LOL!

Yup, exactly!!!

My talk or writing is simply way too cheap. :=)

But isn't this simply too interesting?

Buyers who understood the pro of the stock would have been rewarded handsomely and if the buyer understood clearly that MLM business growth cannot last forever, certainly they would have understood that there's a time frame involved with such an investment.

ps: How about Hai-O today?

Simple question I would ask ... 'Is Hai-O today the same as Hai-O back in 2008'?

What's the difference then and now?

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Update On Hai-O

Posted last June: Hai-O Warns Of Challenging Next Year

Made the following remarks then:


Company itself said 'next financial year will be challenging because of the slowing down in sales activities in the MLM division'.

Ok, as it is, on a y-y comparison, everything is still rosy as its earnings is 70.9 million. Last year it was 52.3 million.

However, since the company is warning of a challenging next year, perhaps its best for one to look at the sales/earnings numbers on a q-q basis.

Here is the most recent 4 quarters.




How?

Is the slowdown apparent?

On Sep 29, I made another posting Quick Update On Hai-O Earnings

Last night Hai-O reported its earnings.




Trailing earnings shows earnings of 35 million but based on recent earnings one would not be too shocked to see earnings at around 25-26 million for fy 2011.

What's the best way to put this ttm into perspective? Won't a simple comparison versus what Hai-O had done over the recent few years be useful?



Hai-O had an incredible run. Last fiscal year 2010, it recorded some 70 million in earnings, which was extremely impressive given that it's fy 2009 earnings of 52.290 million (It's fy 2009 earnings was itself impressive, yes?)

However, the current TTM (trailing twelve month) numbers looks shockingly poor at 35.393 million and as mentioned earlier, based on recent quarterly earnings one would not be too shocked to see earnings at around 25-26 million for fy 2011.

Clearly that the great growth story of its MLM business model is simply not sustainable. Yup, some high growth story cannot last forever and ever.


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Regarding Xingquan And Taisan

Received one set of comment from the posting View From The 'Buy Side' Analyst On Xingquan


  • 廖福深 said...
    I like to point out Xingquan TDR is not even submitted to Taiwan authorities for approval so it is incorrect to state that its TDR has been approved. Recent TDR in Taiwan is more for very big cap company. Nevertheless, if Polaris is handling its TDR program then it should be fine as it is the most successful TDR "chonker". But TDR and ordinary shares are not fungible. Even if the TDR price goes up, its Malaysian price does not have to follow. I think Taiwan investors want companies not found in their market like oil & gas and maybe plantation counters. These are the type of TDR that can do well. Technic oil from Spore TDR (first TDR on OTC) went a few times limit up in its debut because it is the only oil and gas counter in Taiwan. An Ace company with Malaysian flavour will soon try its luck on Gretai (OTC) TDR. That will do better than Xingquan.

Hmm... firstly the inaccuracy of the approval status.

On the posting , View From The 'Buy Side' Analyst On Xingquan, let me repost once more, my exact words.

  • Some would argue that the cash would improve back since Xingquan's TDR program has been approved. (The TDR should bring in some 76 million to its coffers).

    But...the lack of earnings is now a worry, since the TDR will cause a dilution of EPS by 15%!

From Xingquan's announcement posted on Bursa website: XINGQUAN INTERNATIONAL SPORTS HOLDINGS LIMITED (“XINGQUAN” OR THE “COMPANY”) (I) PROPOSED SPONSORSHIP OF A TAIWAN DEPOSITARY RECEIPTS (“TDR”) PROGRAMME IN TAIWAN BY XINGQUAN (“PROPOSED TDR PROGRAMME”); AND (II) PROPOSED ISSUE AND ALLOTMENT OF UP TO 46,099,500 NEW ORDINARY SHARES OF UNITED STATES DOLLAR (“USD”) 0.10 EACH IN XINGQUAN (“XINGQUAN SHARES”), AT AN ISSUE PRICE TO BE DETERMINED LATER, THAT REPRESENT THE UNDERLYING SHARES (“UNDERLYING SHARES”) FOR THE TDR TO BE ISSUED AND ALLOTTED IN TAIWAN IN CONNECTION WITH THE PROPOSED TDR PROGRAMME (“PROPOSED ISSUANCE”) (COLLECTIVELY, (I) AND (II) ARE REFERRED TO AS THE “PROPOSALS”)

  • On behalf of Xingquan, CIMB Investment Bank Berhad wishes to announce that the Controller of Foreign Exchange (via Bank Negara Malaysia) has, vide its letter dated 29 December 2010, which was received on 3 January 2011, approved the Proposals subject to Xingquan obtaining the approval and adhering to the conditions imposed by the relevant authorities in Malaysia.

Controller of Foreign Exchange (via Bank Negara Malaysia) had approved the proposals and I used that as my reference.

On 5th March, from Star Business article, Xingquan sees higher demand on China's rise in spending

  • On the proposed Taiwan Depositary Receipts listing in Taiwan Stock Exchange, Wu said the company was still in the discussion with bankers and would announce the latest development in a few weeks.

Well my interpretation is that Xingquan WANTS this TDR. Of course, it would still need the approaval from Taiwan authorities and you are certainly more than correct to say that my statement is probably not accurate.

However, since Xingquan WANTS the TDR and has shown no indication that it will abort the TDR and if one is an investor, how does one want to gauge the impact of the TDR?

The impact as stated in last year's posting, Xingquan's TDR, is Xingquan's share will increase from 307,330,000 to 353,429,500 once the TDR is issued.

That was Xingquan's proposal. Of course, there's a chance they could still changed it but as an investor, from an investing perspective, that's a possible 15% dilution of earnings per share ( Sorry, in case you do not realise it, I really do not like to indulge in share prices moving up or down, so I certainly have no idea in regards to the corelation between share price and the TDR price - however, having said this, I will try to share something later in this posting..) and I was more than puzzled with the TDR. From the posting Xingquan's TDR again:

  • Company will rake in 76 million from this exercise.
    I am puzzled as usual. :P
    It's a fund raising exercise which will dilute current shareholder's earnings by 15%. ( To be more exact and precise, the TDR will list end fy 11, which means the dilution of earnings will only be felt in 2012. )
    In the posting, Regarding Xingquan , there's still plenty of money raised during Xingquan's IPO which had not been utlised. ( see table here ) and as highlighted in that posting, Xingquan also wants to expand and expand. So despite the huge cash left ( see posting Quick Review Of Xingquan's Earnings ), apparently the cash is not enough.
    Hence this TDR.

So with Xingquan, planning to list end fy 2011, should I not take the TDR into full consideration? Should I assume that it will happen?

Of I could be wrong but I would.

And then the issue of the TDR itself. Why the need to raise this RM 76 million?

From the posting made last month: Review Of Xingquan's Earnings


As per Xingquan latestet earnings, Xingquan still has 176 million cash and some 36 million in borrowings. Very cash rich but it still wants to do the TDR.

( In regards to the plenty of cash, blogger snowball is puzzled with the extreme low interest received from Xingquan's cash. Why is Xingquan getting so little returns from all the cash it has? Anything amiss here? )

It does make me wonder too.

Now back to TDR thingy.

Do indulge with me for a couple of minutes and let's take a look at a SGX listed stock.

Does anyone follow Taisan or CTSAN?

http://investing.businessweek.com/businessweek/research/stocks/charts/charts.asp?ticker=CTSAN:SP

Ok, from the link, one can click on its financials ( use this link ) and see that Taisan had a 'bad' year in 2009 (didn't most company had a bad year too in 2009?). It recovered in 2010.

Anyway, Taisan TDR was listed on 6 Oct 2010. (refer announcement here: http://chinataisan.listedcompany.com/newsroom.... )


Now on 12 Jan 2011: CHINA TAISAN: On track for a strong rebound in 2010 profit

THERE ARE A few key financial points worth keeping in view following a presentation by Patrick Kan, the CFO of China Taisan, at CIMB during lunch yesterday.

1. The 4Q is typically the strongest quarter for the business.

Any investor can then surmise that if this also holds true for 4Q10, then China Taisan’s net profit would be in excess of RMB170.1 million (first 9 months’ earnings) + RMB 60.7 million (assuming 4Q is equal 3Q earnings).

In other words, in excess of RMB230.8 million.

That would be about 4 Singapore cents in earnings per share, taking into account the 125 m shares issued for its TDR in 4Q. ( Me: To put into perspective, Taisan have 984.6m shares in SGX, 125m TDR shares )

With that, it looks like Taisan (yesterday's closing price of 18.5 cents) is trading at a PE of about 4.6X last year’s estimated earnings.

Compared to its Net Asset Value, Taisan stock trades at slightly below its Net Asset Value of 99.96 RMB cents, or about 19.6 Singapore cents.

2. Taisan will propose a dividend next month along with its full-year results.

For FY08 and FY09, subsequent to its IPO in 2008, Taisan had paid out 30% of its net profit as dividend, becoming a rarity of sorts among S-chips which tend not to declare dividends. Taisan paid out 3.45 RMB cents and 8.15 RMB cents for FY 08 and FY 09, respectively.

Whether Taisan will maintain the 30% payout for FY10 is unclear since the company needs to fund its expansion plan. If the dividend is unchanged in absolute terms from last year's, that would translate into a yield of about 3.7%.

Taisan has said it would spend RMB211 m in the 1H of this year to expand the production capacity of its existing factory. It is utilizing its TDR proceeds to build a new factory which is targeted for completion in 2012 and could cost around RMB350 m.

3. The RMB200 m capacity expansion in 1H this year is in response to urgent demand.

Throughout 2010, the factory utilization rate has been above 80%, said Patrick.

“It’s not for nothing that we want to expand capacity now,” he said. “Our order book is very good. There is a need for us to quickly ramp up our capacity. The feedback from customers is very good and they want us to supply to them.”

4. Taisan has lots of cash – and the business had positive operating cashflow.

As at end-Sept 2010, it had RMB476.4 million (S$93.4 million) net cash. Its TDR listing raised another S$31.9 million in gross proceeds.

Its operating cashflow for 9M10 was RMB109.8 million

----------------

A good example perhaps?

LOTS of cash, positive operating cash flow, low PE, dividends too.....

Stock was trading at 18.5 sen on 11 Jan 2010. Yesterday it closed at 13.5 sen.

Ah... perhaps the market in SGX has got it all wrong. Perhaps SGX market players don't know a good 'value' company.... but for whatever the reason, again we have a China company listed overseas, which has LOTS of cash, positive operating cash flow, low PE, dividends too..... and a TDR program.... but look at where the share price is heading???

** Left this out: here's the link to Taisan's latest earnings report: http://info.sgx.com/webcoranncatth.nsf/VwAttachments/Att_B0966FDEF0138D12482578450035940A/$file/ChinaTaisan-4Q10.pdf?openelement

Ah..... so where are we now?

Oh back to Xingquan. Seriously I have NO idea how Xingquan will trade in the future. For me, any given share can and will go up on any given day or down too and since I had posted my fair share of comments on Xingquan, so I guess I should not add much to it except highlight links to my older postings.

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Featured Posting: GMO's James Montier: Seven Immutable Laws of Investing

From John Mauldin's Outside the box article (You can subscribe to the article here: http://www.johnmauldin.com/outsidethebox/the-seven-immutable-laws-of-investing - Free lah) feature's GMO's James Montier piece this week.

  • The Seven Immutable Laws of Investing

    James Montier

    In my previous missive I concluded that investors should stay true to the principles that have always guided (and should always guide) sensible investment, but I left readers hanging as to what I believe those principles might actually be. So, now, for the moment of truth, I present a set of principles that together form what I call The Seven Immutable Laws of Investing.

    They are as follows:

    1. Always insist on a margin of safety
    2. This time is never different
    3. Be patient and wait for the fat pitch
    4. Be contrarian
    5. Risk is the permanent loss of capital, never a number
    6. Be leery of leverage
    7. Never invest in something you don’t understand


I like 3,5,6,7

LOL! I know.. how can I leave out MoS? Well I find the Margin Of Safety so badly abused nowadays but that's my flawed opinion. Don't get misunderstood. It's not that I think MoS is flawed, in fact I agree with it but like I said, it's so badly abused by investors who tweaks the MoS to their own requirement.

Anyway, here's James Montier No.3, 5, 6 and 7.


3. Be Patient and Wait for the Fat Pitch

Patience is integral to any value-based approach on many levels. As Ben Graham wrote, “Undervaluations caused by neglect or prejudice may persist for an inconveniently long time, and the same applies to inflated prices caused by over-enthusiasm or artificial stimulants.” (And there can be little doubt that Mr. Market’s love affair with equities is based on anything other than artificial stimulants!)

However, patience is in rare supply. As Keynes noted long ago, “Compared with their predecessors, modern investors concentrate too much on annual, quarterly, or even monthly valuations of what they hold, and on capital appreciation… and too little on immediate yield … and intrinsic worth.” If we replace Keynes’s “quarterly” and “monthly” with “daily” and “minute-by-minute,” then we have today’s world.

Patience is also required when investors are faced with an unappealing opportunity set. Many investors seem to suffer from an “action bias” – a desire to do something. However, when there is nothing to do, the best plan is usually to do nothing. Stand at the plate and wait for the fat pitch.

5. Risk Is the Permanent Loss of Capital, Never a Number

I have written on this subject many times. In essence, and regrettably, the obsession with the quantification of risk (beta, standard deviation, VaR) has replaced a more fundamental, intuitive, and important approach to the subject. Risk clearly isn’t a number. It is a multifaceted concept, and it is foolhardy to try to reduce it to a single figure.

To my mind, the permanent impairment of capital can arise from three sources: 1) valuation risk – you pay too much for an asset; 2) fundamental risk – there are underlying problems with the asset that you are buying (aka value traps); and 3) financing risk – leverage.

By concentrating on these aspects of risk, I suspect that investors would be considerably better served in avoiding the permanent impairment of their capital.

6. Be Leery of Leverage

Leverage is a dangerous beast. It can’t ever turn a bad investment good, but it can turn a good investment bad. Simply piling leverage onto an investment with a small return doesn’t transform it into a good idea. Leverage has a darker side from a value perspective as well: it has the potential to turn a good investment into a bad one! Leverage can limit your staying power and transform a temporary impairment (i.e., price volatility) into a permanent impairment of capital.

While on the subject of leverage, I should note the way in which so-called financial innovation is more often than not just thinly veiled leverage. As J.K. Galbraith put it, “The world of finance hails the invention of the wheel over and over again, often in a slightly more unstable version.” Anyone with familiarity of the junk bond debacle of the late 80s/early 90s couldn’t have helped but see the striking parallels with the mortgage alchemy of recent years! Whenever you see a financial product or strategy with its foundations in leverage, your first reaction should be skepticism, not delight.

7. Never Invest in Something You Don’t Understand

This seems to be just good old, plain common sense. If something seems too good to be true, it probably is. The financial industry has perfected the art of turning the simple into the complex, and in doing so managed to extract fees for itself! If you can’t see through the investment concept and get to the heart of the process, then you probably shouldn’t be investing in it.

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Them Auditors Saw What Madoff Was Doing..

Them auditors suspected something was amiss but what did the bankers do?

And it was not just ONCE but 25 cases were reported!!!!

  • Bloomberg News,
    HSBC Was Told About Madoff ‘Fraud Risks’ in KPMG Reports

    March 18 (Bloomberg) -- HSBC Holdings Plc, Europe’s biggest lender, was warned twice by auditors that entrusting as much as $8 billion in client funds to Bernard Madoff opened it up to “fraud and operational risks.”

    KPMG LLP told the London-based bank about the risks in 2006 and 2008 reports. The firm was hired to review how Madoff invested and accounted for the funds, for which HSBC served as custodian. KPMG reported 25 such risks in 2006, and in 2008 found 28, according to copies of the reports obtained by Bloomberg News, which was allowed access to them on the condition they not be published.

    Twenty-five “fraud and related operational risks were identified throughout the process whereby Madoff LLC receive, check and account for client funds,” KPMG said in the 56-page report dated Feb. 16, 2006. The limited controls in place “may not prevent fraud or error occurring on client accounts if management or staff at Madoff LLC either override controls or undertake activities where appropriate controls are not in place,” according to the report.

    A 66-page KPMG report dated Sept. 8, 2008, cited 28 risks and described them in the same words as the 2006 document.

    Irving H. Picard, the trustee liquidating Bernard L. Madoff Investment Securities LLC, sued HSBC and a dozen feeder funds for $9 billion in December in U.S. Bankruptcy Court in Manhattan. The suit was partly based on the KPMG reports and alleges the bank knew of concerns Madoff’s business was a fraud and didn’t protect investors. KPMG’s reports haven’t been made public. Picard has filed more than $50 billion in so-called clawback suits to compensate victims.

    Reviews ‘Foiled’
    In the reports, KPMG didn’t present evidence the risks it identified had materialized or that it found signs of actual fraud, and said HSBC had told the firm “no allegations of fraud or misconduct have been raised.”

    HSBC confirmed hiring KPMG in 2005 and 2008 to review Madoff’s firm, adding it now believed Madoff had tricked the auditors. “It appears from U.S. government filings that Madoff and his employees foiled these reviews by, among other things, providing forged documentation to KPMG,” the bank said in an e- mailed statement.

    “KPMG did not conclude in either of its reports that a fraud was being committed by Madoff,” HSBC said. “HSBC did not know that a fraud was being committed and lost $1 billion of its own assets as a victim.”

    HSBC Spokesman Patrick Humphris, KPMG spokesman Mark Hamilton and Amanda Remus, a spokeswoman for Picard’s lawyers Baker & Hostetler LLP, all declined to confirm the authenticity of the reports obtained by Bloomberg.

    Custodian
    At the time of the first report, HSBC was custodian for eight funds that had invested $2 billion with Madoff, KPMG said. By 2008, the bank was custodian for 12 funds with as much as $8 billion invested.

    “We continue to believe that we have strong defenses to the claims made against us and we will defend ourselves,” the London-based bank added.

    Madoff, 72, pleaded guilty to using money from new investors to pay old ones and is serving a 150-year sentence in federal prison. Investors lost about $20 billion in principal.

    In the list of risks in KPMG’s report, number 2 was that “BLM embezzles client funds,” using the initials as shorthand for Bernard L. Madoff. To prevent it, KPMG recommended in both 2006 and 2008 that HSBC “establish a process to monitor monthly statements” and reconcile them with contributions from clients.
    KPMG didn’t perform tests to check that risk.

    ‘A Sham’
    The 2006 report listed fraud risk number 5 as “client cash is diverted for personal gain” and risk number 18 as “trade is a sham in order to divert client cash.” It went on to say there were concerns “Madoff LLC falsely reports buy/sell trades without actually executing in order to earn commissions” and “BLM falsifies accounting records which are provided to HSBC.”

    KPMG reviewed samples of trades and account statements for both its 2006 and 2008 reports to test the risks and detected no discrepancies, the reports said. Even so, the firm suggested HSBC “consider undertaking a periodic review which includes tracing a sample of client trades back to the bulk order.”

    HSBC declined to comment on individual risks cited in the reports, citing the pending lawsuit.

    In prefaces to the reports, KPMG said it wasn’t hired to audit Madoff LLC and based its reports on information Madoff and his staff provided, which wasn’t independently verified.

    HSBC units in Bermuda, Luxembourg and Dublin acted as custodian for 12 funds including: Pioneer Investment’s Primeo Select, Bank Medici’s Herald (Lux) and Thema International, as well as Herald USA, Alpha Prime, Lagoon Investment, Senator, Kingate Global, Defender and Global Investments.

    The bank was also sued in Ireland and Luxembourg by investors over Madoff investments.

    In its 2010 annual report, HSBC said that by Nov. 30, 2008, the aggregate value of those funds was $8.4 billion, including fictitious profits Madoff reported.

    HSBC said that it was impossible to estimate the range of potential liabilities that could arise from lawsuits including Picard’s, adding that “they could be significant.”

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