yadayada Posted July 26, 2014 Share Posted July 26, 2014 HCHC own a 65% stake in Schuff. It seems that net assets are about 54 million after they sold their old business. A 65% stake in Schuff would be 82 million$. market cap is 70 million of HCHC. Anyone looked into this? oh wait was already posted. But what is going on here? These guys also own a company that does research into osteoarthritis. Seems like a weird combination. It seems they will use the NOLS of HCHC? Link to comment Share on other sites More sharing options...
mbrock77 Posted August 12, 2014 Author Share Posted August 12, 2014 HCHC released a 10-Q yesterday that had some good info on SHFK. Someone should verify these, but I backed out HCHC existing revenue and income for the first six months and got revenue and net income for SHFK of $231.6m and $12.4m, respectively. SHFK’s balance sheet at the time of acquisition looks fairly similar to that in the last 10K. On share count, though, I’m getting two different numbers. HCHC says they now own 2.7 million shares and that this represents 70% of SHFK, which would imply a share count of 3.85m, down about 10% from the last 10K. But in cash flow, HCHC says that SHFK spent just over $5m in the last Q repurchasing shares, which isn’t enough to account for the drop. I guess they could have bought more in Q1? Backlog stands at $386.9m Link to comment Share on other sites More sharing options...
watsa_is_a_randian_hero Posted August 12, 2014 Share Posted August 12, 2014 I find this situation really interesting. I am a shareholder of SHFK. What is Phillip Falcone's role at HC2? He was banned from the securities industry for 5 years by SEC and admitted guilt to charges. He is still listed as Chairman at HCHC though. Thoughts? I guess you can be a chairman of a public company even though you are barred from the securities industry? He did make investors a lot of money betting against subprime, though he lost a bunch on Lightsquared. Do people have a general opinion as to his character? Is he smart but evil? Or is he smart and generally honest but fucked up? Would appreciate the thoughts of other SHFK shareholders familiar with Falcone Link to comment Share on other sites More sharing options...
writser Posted August 12, 2014 Share Posted August 12, 2014 Too many red flags here for me: - Why bother investing with somebody who was banned from the investment industry by the SEC (and as far as Wikipedia was concerned for good reasons)? - As Hielko pointed out: why was management willing to sell a majority stake at $31? - Ander afterwards: why was the 2013 AR removed from their website? I just sold and moved on. Point 2 & 3 didn't even matter. Maybe you think this analysis is too superficial but I just don't want to waste time & effort on a stock where I have to partner with a potential crook. I cannot value such a company. Link to comment Share on other sites More sharing options...
watsa_is_a_randian_hero Posted August 12, 2014 Share Posted August 12, 2014 - And afterwards: why was the 2013 AR removed from their website? The 2013 AR appears to be on their site to me. Perhaps it was accidentally removed with the other recent updates to the site, and then reloaded? I don't know. I think its only a matter of time before they buyout the remainder. They'll pay down the recent financing they took on to fund buyout, relever, and use the proceeds to buyout the rest of the SHFK. The question is whether or not this will occur at a fair price. Link to comment Share on other sites More sharing options...
oddballstocks Posted August 13, 2014 Share Posted August 13, 2014 - And afterwards: why was the 2013 AR removed from their website? The 2013 AR appears to be on their site to me. Perhaps it was accidentally removed with the other recent updates to the site, and then reloaded? I don't know. I think its only a matter of time before they buyout the remainder. They'll pay down the recent financing they took on to fund buyout, relever, and use the proceeds to buyout the rest of the SHFK. The question is whether or not this will occur at a fair price. Bingo! I'd LOVE to hold on here, the business is really doing well. Unfortunately I think the end game for minority shareholders is we'll be cashed out in the low 30s. If we're lucky we get $35 or $40. Link to comment Share on other sites More sharing options...
krazeenyc Posted August 21, 2014 Share Posted August 21, 2014 Nate, you had it exactly right. HC2 tendering for rest of shares at $31.50 (my browser is acting up can't copy paste) Link to comment Share on other sites More sharing options...
misterkrusty Posted August 22, 2014 Share Posted August 22, 2014 don't think I'll be tendering my shares at $31.50. Would like to speak with other holders about this offer: (917) 346-8830 call anytime Mike Link to comment Share on other sites More sharing options...
oddballstocks Posted August 24, 2014 Share Posted August 24, 2014 don't think I'll be tendering my shares at $31.50. Would like to speak with other holders about this offer: (917) 346-8830 call anytime Mike Mike, Putting together a blog post on this to rally the troops. Have two emails, one saying they have about 6% of shareholders saying no, another saying 8%. Not sure if the 6% and 8% overlap at all, but I'm sure there are a lot of smaller holders holding out as well (hence the post). The guy with the 6% talked to Falcone about this, Falcone said to "go pound salt" and that shareholders could take it or leave it but they wouldn't adjust it. If they don't get their shares I'm not sure what they'll do, I think they'll have to offer something higher. Link to comment Share on other sites More sharing options...
oddballstocks Posted August 24, 2014 Share Posted August 24, 2014 Posted about it here: http://www.oddballstocks.com/2014/08/schuff-can-investors-defeat-billionaire.html Link to comment Share on other sites More sharing options...
Tim Eriksen Posted August 26, 2014 Share Posted August 26, 2014 If you look at Exhibit 99.2 of HC2's 8K filed on 8/14/14 you can see that Schuff had a strong quarter. EPS of $0.71 versus $0.26 in the prior year. Backlog is higher (to $451 million). And "During June and July 2014, the Company purchased 327,664 shares of the Company’s common stock from former Company executives at a total purchase price of approximately $8,691,000." Two items of note. One is the price on average was $26.52, that may seem bad but the former executives basically had to apply a minority and liquidity discount which won't happen in appraisal. Second it means outstanding shares decreased to 3.855 million. Book value is climbing at a high rate ($0.50 or 1.6% per month) so if this drags on it only benefits shareholders who do not tender. Link to comment Share on other sites More sharing options...
oddballstocks Posted August 26, 2014 Share Posted August 26, 2014 If you look at Exhibit 99.2 of HC2's 8K filed on 8/14/14 you can see that Schuff had a strong quarter. EPS of $0.71 versus $0.26 in the prior year. Backlog is higher (to $451 million). And "During June and July 2014, the Company purchased 327,664 shares of the Company’s common stock from former Company executives at a total purchase price of approximately $8,691,000." Two items of note. One is the price on average was $26.52, that may seem bad but the former executives basically had to apply a minority and liquidity discount which won't happen in appraisal. Second it means outstanding shares decreased to 3.855 million. Book value is climbing at a high rate ($0.50 or 1.6% per month) so if this drags on it only benefits shareholders who do not tender. Tim, You guys have a position correct? Have you talked to anyone about the size of it? I know there are a few guys out there trying to figure out exactly how many abstainers there will be. With the share price higher than the tender I'd be surprised if many shareholders tender, but I've seen stranger things. Link to comment Share on other sites More sharing options...
Tim Eriksen Posted August 26, 2014 Share Posted August 26, 2014 My position is minimal (1,000 shares). I had sold out a few months back. I revisited it and decided to build up a position, but was hoping for a pull back, which never happened and then they announced the tender. I have already been contacted by one person. Link to comment Share on other sites More sharing options...
watsa_is_a_randian_hero Posted August 26, 2014 Share Posted August 26, 2014 My position is minimal (1,000 shares). My position is even more minimal, lol (300 shares). I will not tender. Link to comment Share on other sites More sharing options...
wknecht Posted August 26, 2014 Share Posted August 26, 2014 My position is minimal (1,000 shares). My position is even more minimal, lol (300 shares). I will not tender. Ditto. 275 here, don't intend to tender. Link to comment Share on other sites More sharing options...
yadayada Posted August 26, 2014 Share Posted August 26, 2014 im curious what will happen here. Isn't the rule that if more then 50% decides the price is right you are basicly forced to sell? Link to comment Share on other sites More sharing options...
oddballstocks Posted August 26, 2014 Share Posted August 26, 2014 There is strength in numbers, especially small numbers. I think most of the remaining 30% of Schuff's shares are smaller holders like us. Regarding tendering, yes if less than 50% of the remaining outstanding shareholders refuse to tender the deal is done. But if more than 50% of the outstanding holders (15% of total) then we'll be squeezed out at $31.50. Link to comment Share on other sites More sharing options...
misterkrusty Posted August 26, 2014 Share Posted August 26, 2014 No- only if HC2 reaches 90% ownership will anyone be forced to sell. The Majority-of-the-Minority Condition must be met for HC2 to acquire any shares via tender - i.e. if only, say, 12% of total shares are willing to tender, no transaction will take place. If, say, 16% of total shares are willing to tender, HC2 can decide to either buy those 16% of shares or just walk away. But unless HC2 reaches 90% ownership, no one will be forced to sell them any shares. Link to comment Share on other sites More sharing options...
oddballstocks Posted August 26, 2014 Share Posted August 26, 2014 Great presentation on this: https://sumzero.com/sp/SHFK_tender Link to comment Share on other sites More sharing options...
yadayada Posted August 26, 2014 Share Posted August 26, 2014 doesn't this tender basicly limit downside? Seems like attractive to get back in at current price to gamble that they will pay up? At what point will schuff profit from HC2's NOLs? For earnings, not just for dividends paid out. Link to comment Share on other sites More sharing options...
oddballstocks Posted August 26, 2014 Share Posted August 26, 2014 doesn't this tender basicly limit downside? Seems like attractive to get back in at current price to gamble that they will pay up? At what point will schuff profit from HC2's NOLs? For earnings, not just for dividends paid out. I believe HC2 invalidated their NOLs, so there is not taking advantage of them through Schuff. Link to comment Share on other sites More sharing options...
misterkrusty Posted August 26, 2014 Share Posted August 26, 2014 If HC2 doesn't reach 90% ownership they could decide not to make a better offer, in which case there is no guarantee the shares won't trade below $31.50. In my opinion, however, it wouldn't be such a bad thing if HC2 walked away, since Schuff would need to pay minority shareholders the same dividends they pay to HC2. Also, disclosure has improved now that HC2 is required to consolidate Schuff's financials in its quarterly reporting. Regarding the NOLs at HC2, looks to me like HC2 is now severely limited in how much taxable income they're able to offset. From the latest 10Q page 23: "NOL Limitation As of December 31, 2013, the Company reported operating loss carryforwards available to reduce future United States taxable income in the amount of $241.0 million, of which, $125.0 million was subject to limitation under Section 382 of the Internal Revenue Code (“Section 382”). In the first quarter of 2014, substantial acquisitions of HC2 stock were reported by new beneficial owners of 5% or more of the Company’s common stock on Schedule 13D filings made with the SEC. On May 29, 2014, the Company issued 30,000 shares of Preferred Stock and 1,500,000 shares of common stock related to the acquisition of Schuff. During the second quarter the Company completed a Section 382 review. The conclusions of this review indicate that an ownership change had occurred as of May 29, 2014. The Company’s annual Section 382 base limit following the ownership change is estimated to be $2.16 million per year. The Company also determined that it had a net unrealized built in gain (NUBIG) at the time of the change. Pursuant to Internal Revenue Code Section 382(h), the Company is able to increase its Section 382 annual base limitation by an incremental limitation estimated to be a total of $7.1 million in the first five years following the ownership change. On this basis the annual limitation for the first five years is estimated to be $3.58 million, decreasing to $2.16 million for the subsequent 15 years." Link to comment Share on other sites More sharing options...
Tim Eriksen Posted August 26, 2014 Share Posted August 26, 2014 Great presentation on this: https://sumzero.com/sp/SHFK_tender I don't understand the numbers. He projects $37.6 million of net income for 2014 with no dividends, debt rising from $11.8 million to $30.4 million, and cash level is projected slightly lower. Where does the $56 million go??? Obviously $8.7 million was used on the share repurchase, but what about the rest?? CapEx??? Link to comment Share on other sites More sharing options...
misterkrusty Posted August 27, 2014 Share Posted August 27, 2014 That's a good question Tim. I suggest calling the name and number on the first slide of the presentation: Michael Zapata (212) 851-3488. I'd be really surprised if he wasn't happy to hear from you. Link to comment Share on other sites More sharing options...
mbrock77 Posted August 29, 2014 Author Share Posted August 29, 2014 The NYPost is on it! Haha http://nypost.com/2014/08/29/falcones-tactics-in-buying-steel-company-draw-fire/ Link to comment Share on other sites More sharing options...
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