Hyflux: Some financial questions

I chanced upon the article on “Hyflux story so far” in BT Weekend, 23-24 March 2019. Given that it had listed the debts raised in the past years, I decided to compile them into a timeline in hope to have a better picture of Hyflux’s current predicament. What really puzzled me was the perpetual raised in 2016. It was stated that the perpetual of $500m was raised to redeem the two tranches of perpetuals raised for institutional and accredited investors. The first was $300m perpetual @5.75% raised in January 2014 and the second was $175m perpetual @4.8% raised in July 2014.

Just purely from a financial management point of view, why was Hyflux willing to raise perpetual at 6% to redeem perpetuals at lower coupon rates. After all, the 4.8% and the 5.75% perpetuals were hardly 2-year and 3-year old respectively when they were redeemed. Why was Hyflux so anxious to redeem those perpetual bonds when the perpetuals were still so recent by any standard.

Without any consideration of the administrative costs involved, the $175m @4.8% and the $300m @5.75% would translate to $8.4 million and $17.25 million annually. Adding these two coupon cost together, it would cost Hyflux $25.65 million annually. Why would Hyflux wanted to raise $500 million @6% just to redeem the two earlier perpetuals. The $500m @6% would have cost Hyflux $30 million annually compare to paying the coupons of two earlier bonds that cost $25.65 million annually. Why did Hyflux willing pay additional fund of $4.35 million per year to new perpetual holders instead of just staying status quo to continue to serve the two institutional perpetual bonds. After all, the bonds are still very new especially when they are also of perpetual status. Are there some non-financial reasons that investors do not know? Wouldn’t the additional $4.35 million very crucial for Hyflux in view that they had been suffering negative cash flows for at least 5 years before Year 2016?

In fact, from financial management point-of-view Hyflux should redeem the $400 million preference shares @6% as by Call Date in April 2018, the coupon would be stepped up to 8%. Based on calculations, the $400 million perpetual coupons would have increased by $8m from $24m to $32m. So, wouldn’t it be more crucial to clear (or redeem) the higher coupon rate first?

All these make no sense to me.

Disclaimer – The above pointers are based on the writer’s opinion. They do not serve as an advice or recommendation for readers to buy into or sell out of the mentioned securities. Everyone should do his homework before he buys or sells any securities. All investments carry risks.

Brennen has been investing in the stock market for 30 years. He trains occasionally and is a managing partner for BP Wealth Learning Centre. He is the instructor for two online courses on InvestingNote – Value Investing: The Essential Guide and Value Investing: The Ultimate Guide. He is also the author of the book – “Building Wealth Together Through Stocks” which is available in both soft and hardcopy.

Who are the winners and losers in the Hyflux saga?

By now, we all know that unsecured bond holders, preference shareholders and ordinary shareholders have to once again take a deep, deep haircut following Hyflux’s re-structuring plan. The proposal (see table below) is still subject to final approval through townhall meetings in the coming weeks.

Just a bit more than 2 years ago, many investors were jumping into the $300m perpetual bond issue band-wagon that was dangling at a whopping 6%. Compare this to the meagre bank deposit interest rate of 1% or less, it was like a god-send. The perpetual bonds were so over-subscribed that it has to be upsized to $500m. Still, I believe, it was oversubscribed such that the company had to carry out an allocation exercise for the subscribers. And, by May 2018, the $400m 6% CPS issued in 2011 would have stepped-up to 8% if no redemption was made. The redemption did not take place and the 8% coupon was not delivered either. In fact, no coupons were made in 2018 as Hyflux applied to seek court-protection to carry out debt-restructuring exercise following its ever-choking cash flow problem under the pile of debts.

For the last few years, Hyflux has been pinning on the hope to sell its loss-making Tuaspring desalination and power plant in order to pay down its pile of debts. But the hope became more and more remote in each passing day. It was mentioned previously that there was an interested local buyer but it appeared that Hyflux was not exactly keen. And by today, it has been established that Hyflux would be selling the company lock, stock and barrel to a consortium between Salim Group and Medco Group, SM International Pte Ltd.

So, who are the real losers in this whole saga? Although it is said in the media that Chairman and CEO, Olivier Lum, will lose all her shares in the company, she is probably not the ultimate loser. After all, she has got back her dues as a CEO and receive many years of dividends. Hyflux had established that cash dividends received by the chairman in the period between 2007 and 2017 was $58m (TODAYonline, 24 Feb 2019). Apart from the dividends, she had also been rewarded with an annual remuneration of between $750k to $1m as an executive. So, over the years, she has gotten back her dues. Perhaps the ones that suffered losses are the minority stakeholders. Many of them are working-class employees and retirees, who can only dream of earning a fraction of that $58m in their lifetime. None of these stakeholders got back what they had invested. The 6% promised yield was simply too mouth-watering compared to deposit interest rate of 1% or less at that time. The general belief for investing in the company was that it was producing a critical resource and would not likely be a let-down. Unfortunately, it failed. Many probably had lost their life-savings. Let’s ask ourselves, if a company were to pay 6% coupon faithfully, in how many years’ time will an investor get back what he had invested? It is 16.6 years not taking into account the value of money. So, base on this fact, none of the investors got back what they had invested as even the 2011 6% CPS issued by the company was less than 10 years. With the current state of affairs, there is really not much these investors can do. There is only so much money on the table for distribution and it falls so far short of the owed amount. Paying more for one group of people would mean less for another group. Certainly, the promised yield should not be the only criterion to get into the investment. (See the free beta-mode course for evaluating engineering companies.) In fact, investors should be well-aware that the higher promise return signifies that the higher possibility of losing their capital. Unfortunately, the high promised yield appeals very much to retirees as a source of passive income.     

In effect, the situation for the 2011 6% CPS was so near-yet-so-far. I was one of them. I had invested $5,000 and, all this while, the trading price has been above par. It was well and good until the last point when the issuer was to decide to redeem the preference share or to let the debt stepped up to 8%. Frankly speaking, I felt ripped off. Unfortunately, the nature of being perpetual gives the right to the issuer not to redeem the bond. What is the purpose of the step-up clause to 8% when it cannot deliver? Then, there are those who rushed to subscribe the 2016 $300m perpetual bond which was later up-sized to $500m. They enjoyed only one coupon distribution in 2017 to date. To a certain extent, it was with luck that I give this tranche a miss because I noticed that fundamentals were deteriorating badly, and the share price was descending fast. But still, if the proposal were to be accepted, I would have lost about 50% of what I invested for the 2011 tranche, not taking into account the value of money. Furthermore, the share distribution will make all the perpetual bond holders end up with odd lots, making it very difficult to buy or sell. Actually, for the perpetual bondholders, there is no way out other than waiting the bond issuer to redeem the bonds. Alternatively, they can sell in the open market, but during such critical times, the market is definitely trading at a deep discount. So, all-in-all, it has been a painful lesson for this group of investors.    

For equity holders, the picture is no better. For many years since 2011, the share price has been falling to reflect the increasing risk. At that time when it was suspended in May 2018, it was probably about 10% the price level of 2011. Unless one, can short the stock with extremely good timing, it is unlikely that one can really gain significantly by trading in Hyflux shares.

The real winner is certainly the SM Investment, a consortium formed from two Indonesian groups, Salim and Medco. They managed to buy opportunistically on the cheap, well below the projects’ book value. Going forward, it would be very dependent on how efficient the consortium is to operate as a group together with the Indonesia operations. Hopefully, they are able to reap sufficient economies of scale to operate efficiently and effectively. This, however, will take time as there are needs to make operational changes once the acquisition is confirmed.

(Lead me to a free beta-mode course on looking at engineering companies.)

Disclaimer – The above pointers are based on the writer’s opinion. They do not serve as an advice or recommendation for readers to buy into or sell out of the mentioned stock when the suspension is lifted. Everyone should do their homework before they buy or sell any securities. All investments carry risks.

Brennen has been investing in the stock market for 30 years. He trains occasionally and is a managing partner for BP Wealth Learning Centre. He is the instructor for two online courses on InvestingNote – Value Investing: The Essential Guide and Value Investing: The Ultimate Guide. He is also the author of the book – “Building Wealth Together Through Stocks” which is available in both soft and hardcopy.

Perpetual Bonds

It is not uncommon to see companies dishing out bonds that are sliced into very small denominations to attract retail investors. During the past three months or so, we see at least 2-3 per month. These bonds are certainly not short of subscribers. With a bond rate of 5%-6%, it is certainly very attractive given that the fixed deposit (FD) rate of about 2.0% at the very most. The expectation of impending interest rate hikes certainly push companies, especially those that are in need of funds, to dangle out bonds as quickly as possible to beef up their war chests. In particular, perpetual bonds are special type of bonds that do not have maturity date, and that is where the term perpetual is derived.

While a lot of focus has often been placed on the expected returns, investors often forgot about the terms, especially, the risks that come along with it. First and foremost, when there is no maturity date, theoretically it means that it is up to the company to decide when to redeem back the bond, or not at all. It is unlike a conventional bond that a company has to take pain to ensure that the exact capital is paid back to bondholders at maturity. In other words, a bond holder is in no position to get back his capital unless he sells the bond in the open market, which is very often very illiquid and may have to sell at a discount if one needs the money urgently. Of course, if a bondholder is prepared mentally that that could be the situation in future, then at least the first part of the hurdle is solved.

Given that bondholders do not have much control over the maturity, we should assume that we would not get back our capital at all to be very conservative. That means that we have to rely on coupons distributed by the company quarterly, semi-annually or annually, whatever declared, to generate the returns that we need. This also put the issue of irrevocability a point of contention here. If the bond is irrevocable, it also means that the company is not obligated to make good the coupons that were missed out. While this may affect the company’s credit-worthiness, it also means that retail investors have no recourse on the missed out coupons should such as situations occur. This literally means that the pay-back against the initial investment is stretched even further. Of course, I do not mean that companies would purposely want to do that as they definitely would want to continue to be in the good books of the banks and the investing public, but that term gives them a huge protection should such a crunch occurs. Personally, I would believe that companies would time and again review their account books to assess if they could redeem back those bonds given that interest premium over the prevailing bank interest rate is not a trivial amount in terms of the quantum that they need to pay the bondholders.

That brings me to the last point on why, in the first place, the companies want to raise bonds at a higher interest rate instead of borrowing from the banks. In all likelihood, before the companies carry out such an exercise, they have already had discussions with their banks. Generally, banks lend to companies via secured lending, which means that companies have to present some collaterals as a form of guarantee against the borrowing. That enables the banks to lend at a lower interest rate. However, it may be a situation that most of the company assets have already been pledged to banks, and the banks find the risks too high to swallow, and the company has to turn to the investing public for funds. This means that retail investors are taking on a higher risk as such lending are generally unsecured, and, of course, in the event of liquidation, it is almost certain that bondholders would lose at least part of their capital. Needless to say, this would also affect the common stockholders as well. And that is why share price usually falls whenever a bond, be it a conventional or perpetual bond, is issued.

Perhaps, when we enter a perpetual bond, our mind is never to have it redeemed. In other words, our intention is to continue to have a passive income, hopefully forever. Before you do that, maybe you may wish to review the table in the link to really know your breakeven point of your investment. For investing public like us, the best way to measure it is to assess in terms of number of years required for us to re-cope our initial investments.. This table applies to perpetual bonds, REITs or any investment that you wish to keep till perpetuity. Think about it, if the bond is irrevocable, then the payback gets even longer. Further, with the impending interest rate hikes, it is almost certain that bond prices (or even REIT prices) will fall. That will further discourage us from selling the bonds and shift us into holding the bonds longer. The point is does it worth to keep our investment till perpetuity?

Breakeven table at various coupon and discount rates

So, look at the risks as well, not simply just the expected returns.

Brennen has been investing in the stock market for 26 years. He trains occasionally and is a managing partner for BP Wealth Learning Centre. He is also the author of the book – “Building Wealth Together Through Stocks” which is available in both soft and hardcopy.