Moving forward at the townhall meetings with Hyflux

The past few days have been a pretty big eye opener from me. I have been sleeping well ( impt to me) ,engaging with some entities, waiting for answers, trying to 'read' the vested interests objectively using publicly available information ( links to the sources are referenced in my articles) , reading up on the electricity market and carrying on with my daily life, spending time with my kid and watching him grow up to be such a adorable and more and more lovable person.

This makes me wonder!

Expensive "tuition" fees have been paid ( probably a slight dent in my son's education funds..haha..Don't worry Papa will work harder) and now just to make sure that i learn as much from this episode and not let it go to waste.

Disclaimer: I am not an investment advisor. Heck, i am not even working in the financial industry. Below are my interpretation and i am grateful if you will let me know if anything i say is wrong and i will correct it in a reasonable time. I am not an expert and don't wish to be assumed to be one. I make losses frequently.

Moving forward, im so eagerly looking forward to the townhall meetings with Hyflux BUT life beckons and work calls. I may not be able to attend.

So these are the questions i hope are being asked and of course if the interested parties are reading this obscure blog, it gives you time to prepare your nicely worded answers. 

Question 1

Hyflux raised $400 million in funds from the non-accredited retail investors through SGX in 2011. It is stated ( here) that the funds are used for the water , infrastructure projects and for general working capital.

Why did Hyflux commence the daily share buybacks from Nov 2011 to Nov 2015, spending a total of $83 million? 

Subpoints : 

Did Hyflux board knowingly raised funds with the intention to use part of it to do a daily sharebuyback since the preference shares were offered in April 2011 and the share buybacks commenced not long after in November 2011?

If yes, why did Hyflux not fully disclose that these raised funds could  possibly be used for daily share buybacks? ( Or if Hyflux did disclose, i couldn't find it. )

Question 2

Given that Hyflux operates in a capital intensive industry, what is the rationale for conducting the daily sharebuybacks ?

Based on the cashflow of Hyflux, Hyflux isn't getting much cash from its operations . It has in fact been negative every year since 2010.

(The effort for this diagram is fully attributed to the good folks at valueinvestasia, not me. 

Thank you valueinvestasia.)

Question 3

Why didn't Hyflux conduct any equity rights issuance to raise funds, but instead chose to conduct a sale of preference shares and perpetual securities to retail investors who may have used their CPF or SRS account?

As a comparision, Ezion and Tiger Air conducted rights issuance to shore up funds.

Just some general knowledge. 

Rights issuance result in the company issuing new shares, and if existing shareholders do not subscribe to the new shares, their voting power ( control) in a company decreases because the total number of shares in the market increases and they hold a proportionally smaller share of the total number of shares in the market.

Daily share buybacks have the opposite effect. Existing shareholders do not need to come out with any funds. The company will use its funds to buy existing shares from the market, thereby reducing the total number of shares in the market. Existing shareholders have more voting power(control) in a company as they own a higher proportion of the total number of shares in the market.

Question 4

Why did your proportion of Employee Stock Option as part of your compensation decrease along the years?

In other words, why did your compensation in cash increase along the years, given that Hyflux is in need of cash in a capital intensive industy and needed to raise funds from retail, non-accredited, unsophisticated investors, who counts retirees among its ranks using perhaps the CPF and SRS?

As a comparison, Ezion management reduced their compensation drastically.

Question 5

Tuas One is coming online in October 2018 based on filing with the Energy Market Authority. It will contribute about 136 MW of electricity. Will Tua-One be like Tuaspring in terms of being unprofitable?

Question 6

What is the rationale for some of the board of directors to be so long serving in the board?

Why is your role of CEO and Chairwoman not separated? 

By acting as a CEO and chairwoman, together with a majority stake of 34% of the company and with long serving directors on the board, it seems that there is no check and balance in the company. 

Question 7

Based on this article, it states that in 2011, Hyflux bidded for $0.35 per cubic metre while the next closest bid was $0.52 per cubic metre. The other bids were more than $1 per cubic metre.

Can you clarify if this is true? (The exact numbers are not important but rather the ultra low bidding is important in comparison with other bidders.)  

If it is true or indeed Hyflux bidded very low, can you share what is the rationale?

If it is untrue, can you shed some light on the prices that were bidded for the project.

Question 8

What are the steps you are taking to save Hyflux?

As a comparison, Ezion management used their personal assets to secure funding and reduced their pay drastically.

Are you going to step down and seperate the role of chairwoman and CEO?

Are the long serving directors going to step down too?

Question 9

Why did you go into Hyflux shop and develop ELO water , and in the end, controlling Hyflux shop through the dividends-in-specie and offer?

Did you knowingly offer the dividends-in-specie when you know that Hyflux is going to be under a court ordered moratorium, as the dates of the events are so close?

Since dividends from Hyflux can only be paid if coupon holders of N2H and BTWZ are paid coupons, now that BTWZ ex-coupon which is payable on 28 May is stopped, could Hyflux shop be returned back to Hyflux. 

Further reading
1) Considerations about Hyflux
2) The fate of Hyflux
3)Will Hyflux recover? The billion dollar question
4) Hyflux-Treatmeat of perpetual share holders- Ezion
5) Hyflux - loans and borrowings - Pacific Radiance
6)A happy ending for retail perpertual securities holders - Tiger Air and Hyflux
7) The Very Curious Case of Sharebuybacks- Hyflux
8)What did the founder/Chairwoman/CEO do to help hyflux throughout the years

What did the founder/CEO/Chairwoman do to help Hyflux through the years?

As stated in my previous post, Hyflux sold $400 million preference shares (N2H) in 2011 to unsophisticated retail investors whom among them are retirees who used their CPF or SRS.
After which,  Hyflux conducted a series of massive sharebuybacks starting in 2011 all the way to 2015 (except in 2013).

In 2016, sold another $500 million perpetual securities (BTWZ) to, again, retail investors. In total, a grand total of about $900 million in such securities. All this done within a capital intensive industry structure.

Disclaimer: I am not an investment advisor. Heck, i am not even working in the financial industry. Below are my interpretation and i am grateful if you will let me know if anything i say is wrong and i will correct it in a reasonable time. I am not an expert and don't wish to be assumed to be one. I make losses frequently.

All information contained in this page is taken from the Annual Reports. These are publicly available.
Please verify them.

Percentage holding of Founder/CEO/ Chairwoman

Lets look at the shareholding of the Founder/CEO/ Chairwoman throughout these years.

Throughout the years from 22 Mar 2012 to 14 March 2018, the number of shares of the Founder/CEO/ Chairwoman stayed the same. However, the percentage holdings of the company ( layman term: control of the company) increased from 31.53% to 34.05%. This is done simply by share buybacks, using Hyflux funds, which of course partially contributed by the preference shares and perpetual securities  retail investors.

Compensation of Founder/CEO/ Chairwoman

Let us take a look at the compensation table.

Take note that the exact compensation given is unknown. Directors or senior management's compensation are given in bands. ( in blue)

At first glance, the bands seem to decrease over the years which follows the decline in Hyflux's share price. This looks reasonable.

However, do take note that the % of Employee Share Option decreased over the years from AR2012 to AR2017. While the % share of salary, bonus, fees , allowances and other benefits (in green) increases over the years as the share price drops .

Stop and think for a moment. 

Would you want your compensation in employee share options or in cash if the company is not doing well?

Compensation amount in cash 

In cash, i take it as the columns in green in the table above.
Namely, salary, bonus, fees, allowance and other benefits.

Look at the rows highlighted in red.

From AR2014 to AR 2017, the compensation in cash increases every year , from $683,500 in AR2014 to $875,000 in AR 2017 as Hyflux's shares decreases over the years and ending with a financial reorganisation in 22 May 2018!

100% in cash in AR2017!

I am truly disgusted.

Conclusion

From AR2011 onwards ( Annual report 2011), it can be seen that without paying for any shares, the Founder/CEO/ Chairwoman was able to increase her control of the company without any increase in the absolute amount of shares. This is done through the use of Hyflux share buybacks from the open market.

Money, totaling $900 million was raised from retail shareholders before and after these series of share buybacks. It must be stated again that we are talking about a capital intensive industry, a company without a strong cashflow which needed $900 million to be raised from non-accrediated investors who count among her ranks, retirees and many others who used their CPF and SRS.

Taken from Hyflux presentation . Click on the presentation

From AR2014 onwards, compensation in absolute terms ( in cash) of the Founder/CEO/ Chairwoman  , has increased every year, culminating in a 100% cash in AR2017. At the same time, % in terms of Employee Stock Options decreased as the market value of shares also decreased.

Compare this with Ezion.

I rest my case.

600 investors who have voting power ( about 66%) need to exercise their voting power.

Further reading
1) Considerations about Hyflux
2) The fate of Hyflux
3)Will Hyflux recover? The billion dollar question
4) Hyflux-Treatmeat of perpetual share holders- Ezion
5) Hyflux - loans and borrowings - Pacific Radiance
6)A happy ending for retail perpertual securities holders - Tiger Air and Hyflux
7) The Very Curious Case of Sharebuybacks- Hyflux

The Very Curious Case of sharebuybacks - Hyflux

In my previous posts, i wrote what management of other companies proactively did to try to save the sinking ship. 

Ezion

- Proactively issued rights to access capital

- A drastic reduction in management compensation and doing more with less people

- Usage of family and personal assets as a collateral to gain more funds for the company

- Acceptable terms for perpertual securities holders ( Accreditated investors)

Tiger Air

- Proactively issued rights to access capital

- Capital injection by parent company

- CEOs who were changed along the way ( ok i didn't write this in my previous post)

- Redeemed retail perpetual securities at principal

Disclaimer: I am not an investment advisor. Heck, i am not even working in the financial industry. Below are my interpretation and i am grateful if you will let me know if anything i say is wrong and i will correct it in a reasonable time. I am not an expert and don't wish to be assumed to be one. I make losses frequently.

Hyflux

How about Hyflux? I am actually very appalled that not only did they not issue any rights to raise funds, they undertook massive sharebuybacks across the years. I actually digged deeper and here are the various sharebuybacks. 

Take note that in April 2011, Hyflux raised $400 million of preference shares (N2H) from the retail public ( not Accredited investors but unsophisticated investors, i must state again).  And what did Hyflux do to some of the money, in November 2011, they commenced their sharebuybacks, up till 30 November 2015.

It is quite ridiculous that despite Hyflux knowing that they are in a capital intensive industry and despite having raised funds from unsophisticated,retail investors who have retirees among their ranks, they still undertook such a value destruction sharebuyback. Just look at the prices of the shares Hyflux bought back from the market at the 4 column.

And then having spent so much money on the share buybacks, they went to sell their $500 million perpertual securities (BTWZ) to again, a majority of unsophisticated retail investors in April 2016.

Why does Hyflux do sharebuybacks when they are not in the best position to do so?
If Hyflux do survive, i think its imperative for Olivia and her long time directors to step down for Hyflux to gain the trust and respect of the public again.

Further reading :
1) Considerations about Hyflux
2) The fate of Hyflux
3)Will Hyflux recover? The billion dollar question
4) Hyflux-Treatmeat of perpetual share holders- Ezion
5) Hyflux - loans and borrowings - Pacific Radiance
6)A happy ending for retail perpertual securities holders - Tiger Air and Hyflux

A happy ending for retail perpertual securities - Tiger Air and Hyflux

What happened to actual retail perpetual securities holder in beleaguered local listed companies? In my previous posts, the perpetual securities holders were not retail ones, but generally accredited ones who traded in the wholesale market. As of now, i can only think of Tiger Air which was delisted in 2016.

Disclaimer: I am not an investment advisor. Heck, i am not even working in the financial industry. Below are my interpretation and i am grateful if you will let me know if anything i say is wrong and i will correct it in a reasonable time. I am not an expert and don't wish to be assumed to be one. I make losses frequently.

To be clear again just in case, Tiger Air is in a totally different market. It has Singapore Airlines as its sponsor who in turn has Temasek as a large shareholder. Hyflux doesn't. What about the similarities, Tiger Air was burning cash, racking up massive losses in their Australia, Philippines and Indonesia ventures, over ordering of aircraft and going into debt.

Income statement of Tiger Air 

In the blue boxes, massive losses in 9 months FY2015 and FY2014.

Income statement of Tiger Air

Balance sheet of Tiger Air

In the green box, this is the amount of retail perpetual securities held. In the red boxes, it shows total equity and total liabilities respectively. 

As perpetual securities should really be a 'loan', the 'more accurate' total equity should be modified to (278,690 - 218,087) = 60,603.

Adding perpetual securities to total liability, it is modified to(218,087 + 679,218) = 897,305

Tiger Airway 31 March 2014 ( column highlighted with boxes)

Comparing Tiger Air and Hyflux modified liability to equity ratio

OKkkkkk.... Hyflux looks really bad. This is based on 31 March 2018 here. Please go and verify. As with Tiger Air, i subtracted the $900,000 perps ( BTWZ and N2H) from equity and added to liabilities ( Current and noncurrent). 

Tiger Air's capital raising activities
While the modified liability to equity ratio seems better for Tiger, it must be noted that unlike Hyflux, Tiger had been much more proactive in raising funds.
In summary:
1) 2011, rights issuance ,raising SGD158m @ SGD 58 cents per share.
2) 2013, rights issuance, raising SGD 76 m @ SGD 47 cents per share.
3) 2013, preferential perpertual securities issuance to existing shareholders, raising SGD218 m. ( On a side note, these were convertible ones and paid 2% pa for the first 5 years. Subsequently, it seems there is no guarantee, im not sure as i can't find the exact terms)
4) 2014, rights issuance, raising SGD227 m @ SGD 20 cents per share, with a further capital injection of up to SGD$140 million by SIA

Tiger Air IPOed in 2010 @ SGD1.50 by the way if you are interested to know.

Conclusion
The more i read, the more disgusted i am with Hyflux management. Hyflux had not done any rights issuance in history. In fact, i can only find daily buyback of their shares every year (except 2010 and 2013) from 2009 to 2015 ( latest 30 Nov 2015) This is absolutely ridiculous and is the opposite of what others are doing. Take note that rights issuance dilute one's ordinary shareholdings or to put it more laymanly, dilutes one control of the company.

Anyway, Tiger Air's retail perpertual securities holders had theirs redeemed at par in 2016 after SIA delisted Tiger with a 41 cents offer, before raising it to a 45 cents offer.

I am actually quite proud of the Securities Investor Association (Singapore) SIAS because they did speak up for shareholders about the 41 cents being not favourable. Singapore Airlines, in reponse to SIAS , justified its 41 cents price, before raising it to 45 cents.

Further reading :
1) Considerations about Hyflux
2) The fate of Hyflux
3)Will Hyflux recover? The billion dollar question
4) Hyflux-Treatmeat of perpetual share holders- Ezion
5) Hyflux - loans and borrowings - Pacific Radiance

Hyflux - Treatment of perpetual holders by Ezion

Disclaimer: I am not an investment advisor. Heck, i am not even working in the financial industry. Below are my interpretation and i am grateful if you will let me know if anything i say is wrong and i will correct it in a reasonable time. I am not an expert and don't wish to be assumed to be one. I make losses frequently.

I don't like to speculate what will happen. I guess it wouldn't be totally nonsensical to look at what happened to perpetual holders in the case of Ezion. Now, it should be noted that Ezion is in the oil and gas service sector providing liftboats, jack-ups et.c while Hyflux is generally in the water business. The perpetual holders in Ezion are generally accredited investors who are  more sophisticated than the N2H and BTWZ retail holders. In fact, the problems of Ezion is also, arguably, much more the result of market forces than Hyflux. Why do i say so, their customer segments are different and Ezion is affected more directly by world wide oil prices which affect many of their competitors too. Think Pacific Radiance, Ezra, Nam Cheong e.t.c. AND....I have something heavy in my heart to say but i shall reserve it for now, pending further clarification.

I am actually very impressed with Ezion management's pro-activeness.
To summarise,

1) Issued an equity rights exercise in 11 July 2016.
By doing such a rights exercise proactively when the share prices were still not crushed(yet), they showed they were willing to dilute their shareholdings.

2) Took a reduction in compensation since 2015. (See pic)
A heavy reduction of 19% in 2015 and a reduction of  71% in 2017 compared with 2014. Now, i would really feel they are trying their best.

Taken from Ezion investor relation

3) Used 100 million of CEO and family shares for support from banks. (See above pic)

Now, i can really feel the proactiveness and alignment here, so much so that in February 2017 ,in the midst of the mess, they could attain a $120 million 3.65% committed funding backed notes due 2020 from a bank. Long story short, if they couldn't pay back these notes, the bank would pay back first. This was rated Aa1 by Moody!

In addition, RSM Corporate Advisory Pte Ltd also agreed to take shares of Ezion as payment of their fees, at a price of $0.2763 per Professional Fee Share.

In case you forgot!

Now, i am wondering how much goodwill Hyflux has with her bankers and advisors. Hopefully, seeing Hyflux having contributed so much to our nation , with their yearly appearance on National Day, cleaning the water that the bankers and advisors drink everyday, ensuring the water security of our nation ( at a cost of bidding at such an low price), giving bragging rights for Singapore to show that it can build the largest desalination plant in S.E.A and be self-sufficient,  it all amounts to something in the end when Hyflux needs help.

But, the pro-activeness ( or rather lack of it) by the Hyflux management is pathetic. I have never seen an equity rights issuance by Hyflux as a source of funding.
Why? Is it because it will cause dilution?
As opined by Professor Mak in Today about the tenure of the directors and chairman, i absolutely agree with him.

From Annual Report 2017

Is the founder CEO and majority of directors so long in her position that no one would dare to oppose them?
Did they take a pay cut like Ezion's?
Did any of them willingly used their personal fortune to secure funding for Hyflux yet?
If ever Hyflux survives, they should all be changed.

To be fair to Olivia, she did seem to spend some money to result in a dividend in specie in February 2018. This dividend resulted in coupons having to be paid to BTWZ as without a dividend to ordinary shareholders, there was no need of a coupon payment to BTWZ and it would accumulate instead. But some people opined it was her way to separate Hyfluxshop from Hyflux as it had potential and she would have something in the end if Hyflux was liquidated. Anyhow, the BTWZ coupon is now not paid, so, no matter whether her intentions were good or bad, could we demand back the dividend- in -specie of Hyfluxshop from Olivia, since the BTWZ convenant was broken........ BTWZ have to be paid coupons if a dividend to ordinary shareholders was made. I hope the ordinary shareholders (600) sold it back to her.

Anyway, back to Ezion and it is my own interpretation which could be wrong.

Ezion perpetual holders could choose :
1)Series C Non-Convertible Bonds
10 years of 0.25%pa with a 5% redemption premium at the end of 10 years.
( funny i couldn't find the exact terms in the investor relations but could only rely on this)

OR
2) Amended Series 008 Securities ( majority based on value chose this)

7 years of 0.25% pa.
7th year 1.25%pa
Stepping up by 1% every year onwards.
There is no fixed redemption date
There were warrants attached which were convertible to shares at a certain price, though it was a conversion in blocks of $50,000 denominations , after which these will considered to be "redeemed".

Further reading :
1) Considerations about Hyflux
2) The fate of Hyflux
3)Will Hyflux recover? The billion dollar question

Will Hyflux recover - the billion dollar question

I believe some investors are still in the state of numbness, while many others still believe that Hyflux is different from Noble  as Hyflux hold hard assets with strategic relevance to Singapore. Many others may not even know their investments are in trouble, especially those retirees.

How am i affected?I don't know frankly because i am still sleeping fairly well, but i am posting pretty fervently and finding out more. Its weird. I don't understand myself...maybe it hasn't sunk in. I don't know. But i certainly hate to lose money.

Anyway, is this a cashflow problem for Hyflux that is temporary and just needs time to heal or a structural one where Hyflux should just be allowed to fail. Let's not look at the assets Hyflux hold as a national strategic one, but rather through economic lens.

Problem
Hyflux problem started with the Tuaspring desalination project. I really hate to say this, but the following keeps glaring at me when i read about the projects Hyflux does.

Tuaspring
"Tuaspring Integrated Water & Power Project is Singapore’s first"
".....largest desalination plant in South East Asia.."

Tuas-one ( coming soon in 2019)
"TuasOne Waste-to-Energy Plant is Singapore’s sixth and largest waste-to-energy plant"

It feels like Hyflux loves to bite off more than it chew to please "i don't know who" to want to keep having buzzwords like "largest", "first" in their projects.

Hyflux is like in a start-up mode, taking projects which are unchartered and that they have not much experience. Hyflux ventured into the electricity business by way of the integrated power plant linked to the Tuaspring Desalination.

For me, i think Hyflux should just stop taking on such adventurous projects before amassing a large cash hoard.  They should instead just continue to do what has been tried and tested and earn recurring revenue from maintenance.

USEP prices 
From what i see in the investor announcement, the earliest i managed to search regarding Tuaspring is in 2011. See here.

I would believe the feasibility studies done to decide to built Tuaspring would have been done much earlier than 2011. But i will just show the average USEP prices from 2011 to 2018. Data is taken from EMA.

Read this first to understand why the USEP prices decreased.

It was during the period 2011 - 2013 where Hyflux secured funding for Tuaspring. In 2011 ,DBS, Mizuhi and Sumitomo Mitsui who together loaned $150 million. And in 2013, Maybank loaned Hyflux $720 million.  The average annual USEP prices from 2011 to 2013 was in the range of $214.5 to $173.2, making $173.2 the base at which i guess Maybank deemed Hyflux profitable enough to dare to loan such a large amount with i think,  a safety of margin.

Look at the average annual USEP price after 2012! It was the lowest in 2016 and 2017!

Compare the USEP price to the 5 year income statement of Hyflux.
In 2016, loss attributed to Tuaspring = $118 - $4 = $ 114 million
In 2017, loss attributed to Tuaspring = $ 116-$34 = $82 million

Relation between Loss and USEP 

Conclusion
Hyflux, without the Tuaspring electrical component would have been an ok company. Without the Tuaspring, Hyflux would have been a profitable company, though in 2017, why it suffered a loss of $34 million attributed to other businesses needs to be investigated.

So whether Hyflux can pay back the debts or even survive would really depend on the USEP prices in the future.

From simple linear interpolation, it would seem a USEP price of $127 would be the breakeven price for Tuaspring.

Further reading :
1) Considerations about Hyflux
2) The fate of Hyflux

Hyflux - where we stand

I think at this point of time, it would be good to know how much vested interest there is among the key stakeholders in Hyflux to help the preference shareholders ( N2H), perpetual shareholders (BTWZ)  and the ordinary shareholders (600).

It would also be good to know as a really rough gauge, how many people are affected. I should make it clear that this number is just a very rough ball park figure because some of the securities( N2H, BTWZ, 600) are held in nominee accounts which can hold for many different shareholders, information is based on public available information updated sometime ago, people buy and sell and rounding off errors.

Amount of money at risk for Hyflux directors

The following is the amount of money at risk for the directors. This information is taken from the annual report of 2017.

Number of affected shareholders

Based on the 2017 annual report, there are 20,104 (N2H) holders.
Based on the IPO allocation table, there are 23,868 (BTWZ) holders.
I am unable to find info the number of 600 holders.

N2H holders

BTWZ holders

Further reading :
1) Considerations about Hyflux
2) The fate of Hyflux

About rental car excess insurance - Apex vs Jucy - New Zealand holiday

Rental car insurance is a rip-off. Be careful of excess insurance reduction from rental car companies as the list of exclusions are difficult to interpret OR easily manipulated to fit into their definitions.

We have narrowed down 2 rental car companies that gives real value for money in New Zealand.
Apex car rental and Jucy. These are considered 2nd tier rental companies. 1st tier ones would be Hertz, Avis e.t.c who generally uses very new cars with little mileage but the prices are easily 20-40% more expensive.

Apex and Jucy prices their cars  roughly the same but here is why Apex beats Jucy hands down.

Roof damages

Apex Car Rental (top)

Jucy (bottom)

For full excess reduction insurance, it cost $20 per day for both companies. Apex will cover any roof damages, period. ( standard tncs apply). However, for Jucy, it doesn't cover any roof damages regardless of any circumstance . This was quite shocking to me as Jucy further elaborated that hail and falling of a tree branch, both being quite possible and through no fault by the driver, is not covered.

Claim Administration fee

Jucy also charges NZD 75 bucks per claim, irregardless of having full excess reduction insurance or not, or whether one is at fault or not, while Apex doesn't have such a fee. This fee by Jucy feels very ridiculous to me.

Authorised driver

Apex allows one to add authorised drivers for free while Jucy charges $2 per day, per additional driver. While this cost is not a deal breaker ,do note that the rental insurance is only valid if the driver was added.

Toll and infringement administration fee

Jucy charges NZD$60 for each toll/infringement claim incurred but Apex charges NZD$10 for each toll claim and NZD$25 for each infringement claim.