Foreign Tuffett Posted July 14, 2020 Share Posted July 14, 2020 Up ~10% today, but UDFI may be a better buy now at a higher price than it was yesterday at a lower price. The way I figure it, one of the biggest risks here is that nothing happens for an extended period of time and the external management structure, potentially poor decisions, and legal fees slowly eat the company alive. I think activist involvement significantly diminishes the odds of this 'slow grind to zero' outcome. Link to comment Share on other sites More sharing options...
thepupil Posted July 15, 2020 Share Posted July 15, 2020 Just want to say that I’m blindly following in small size here and appreciate everyone’s efforts Link to comment Share on other sites More sharing options...
SugarRE Posted July 15, 2020 Share Posted July 15, 2020 Trying again.....can anyone help with their asset base? Link to comment Share on other sites More sharing options...
Hielko Posted July 16, 2020 Share Posted July 16, 2020 The latest information you can find is te 2015 Q3, that has a table with a summary of all their property loans. Link to comment Share on other sites More sharing options...
writser Posted July 16, 2020 Share Posted July 16, 2020 One thing I would like to know (but probably never will) is who is selling. This dog has been delisted for years, why would you throw in the towel at this point? Shares are trading at an all-time low while the company just started paying dividends again last year and there is actually a sprinkling of good news. Yet there still seems to be decent supply at the sell side below $2. People smarter than me? Forced sellers? Link to comment Share on other sites More sharing options...
Maple Fun Posted July 19, 2020 Author Share Posted July 19, 2020 One thing I would like to know (but probably never will) is who is selling. This dog has been delisted for years, why would you throw in the towel at this point? Shares are trading at an all-time low while the company just started paying dividends again last year and there is actually a sprinkling of good news. Yet there still seems to be decent supply at the sell side below $2. People smarter than me? Forced sellers? It is a small cap and it seems that many are interested based on the clicks of the thread..so it's just a matter of time to digest the supply, isn't it? Link to comment Share on other sites More sharing options...
Maple Fun Posted July 22, 2020 Author Share Posted July 22, 2020 One thing I would like to know (but probably never will) is who is selling. This dog has been delisted for years, why would you throw in the towel at this point? Shares are trading at an all-time low while the company just started paying dividends again last year and there is actually a sprinkling of good news. Yet there still seems to be decent supply at the sell side below $2. People smarter than me? Forced sellers? UDFI's reponse to Nexpoint posted on SEC website... Link to comment Share on other sites More sharing options...
ActOfWill Posted July 23, 2020 Share Posted July 23, 2020 Can anyone connect me with the author of the original VIC post? That's me - how can I help Link to comment Share on other sites More sharing options...
Foreign Tuffett Posted July 23, 2020 Share Posted July 23, 2020 Can anyone connect me with the author of the original VIC post? That's me - how can I help Thanks for posting, your VIC write up is very good work. I can't speak for "Sugar", but I have a few questions: 1) What do you think about yesterday's UDFI response letter? 2) Any thoughts on why UDFI still hasn't filed any financials with SEC? They state in the letter that doing so is a "pressing concern", but outside of saying that their failure to do so is a "direct consequence of the short and distort scheme"* provide no reason why they haven't already done so. * It is unclear to me how the short attack continues to prevent the financials from being filed. Link to comment Share on other sites More sharing options...
writser Posted July 23, 2020 Share Posted July 23, 2020 One letter from Dondero and they immediately switch to a staggered board AND make it impossible for Dondero to obtain a board seat. That does not exactly seem like a productive approach. Also, I'm wondering if the 'qualified shareholder' thing actually holds up in court. If somebody was involved in a completely unrelated bankruptcy proceeding 4 years ago he or she cannot obtain a board seat? Link to comment Share on other sites More sharing options...
DW1234 Posted July 23, 2020 Share Posted July 23, 2020 One letter from Dondero and they immediately switch to a staggered board AND make it impossible for Dondero to obtain a board seat. That does not exactly seem like a productive approach. Also, I'm wondering if the 'qualified shareholder' thing actually holds up in court. If somebody was involved in a completely unrelated bankruptcy proceeding 4 years ago he or she cannot obtain a board seat? They seem to be extremely hostile towards anything connected to Bass. Maybe rightfully so, but I agree that it's not very productive. Also it's a joke that they keep making up excuses with regards to their financials, it's almost 5 years without a meaningful update now. Link to comment Share on other sites More sharing options...
ActOfWill Posted July 24, 2020 Share Posted July 24, 2020 Can anyone connect me with the author of the original VIC post? That's me - how can I help Thanks for posting, your VIC write up is very good work. I can't speak for "Sugar", but I have a few questions: 1) What do you think about yesterday's UDFI response letter? 2) Any thoughts on why UDFI still hasn't filed any financials with SEC? They state in the letter that doing so is a "pressing concern", but outside of saying that their failure to do so is a "direct consequence of the short and distort scheme"* provide no reason why they haven't already done so. * It is unclear to me how the short attack continues to prevent the financials from being filed. Thanks for the compliment, still looking for that elusive 3-5x return... I searched for the connection of Nexpoint to Highland across all exhibits and I attach a picture for all to assess what the linkage is that UDFI is referring to in their 8-K and inspiring their cross-examination. It's a significant one for the long thesis as Kyle Bass is admitting there is value whilst being uncomfortable at being short. LEGEND: "Andy" = "Andrew Jent" (mentioned in 8-K by UDFI), "Jim" = James Dondero and I understand that Nextbank is an affiliate of Highland. So the way I read it is that NextBank would "broker" senior loans that other banks had provided to UDF ("non-UDF bank loans") backed by UDF assets - which on balance is probably innocent as Hayman reached out to Highland. But in conclusion it's right to clarify any relationship that Nexpoint had with Hayman before continuing with the transaction discussion, it would be embarrassing if something would come out later. Qualifying / staggering the board however, is OTT and reeks to me of incumbent rent seekers extending their duration. As to the financials - I will repeat the explanations of UDFI first: 1) some documents were seized by the FBI 2) difficult to find new auditor as Hayman was sending misleading materials to all local auditors, first wasted time with Grant Thornton 3) once appointed, EisnerAmpner demanded the non-scienter settlement with the SEC to be concluded first so UDF's representations would be clear and reliable (I can see that you want to limit your own liability here) So I think it's fair to say they only really started auditing mid 2018. But then UDF missed the H1 2019 deadline they put themselves in the SEC admin proceeding. My working theory as to why we still don't have accounts: The relevant (but still not admitted) allegation of the SEC here would be that the Buffington loan was not appropriately provisioned. The nature of UDF's loan product however, is to have a generally higher interest that allows for flexible extensions, especially for land/early stage developments where milestones are lumpy due to the municipal red tape processing. Standard bank loans would be inflexible and would use the mechanism of amendment fees which is more cumbersome. Hence, for a new auditor looking at UDF's financials the crucial element seems to overlay a consistent loan loss provisioning framework retrospectively, which can systematically distinguish between "extend and pretend" vs the benign extensions. Getting this right, for multiple years, with heightened scrutiny (SEC/PCAOB) can take time, even though being futile from a current forward looking shareholder perspective. Speculation: Perhaps the accountant came up with the framework and showed some chunky loan provisions to be applied in previous years. UDF decided to stall and enter into discussions as maybe it would hamper their case with Kyle Bass, being "slightly" right on some points. So that's my best theory why it's taking time. It does not take away the perverse incentives of both UDF (or accountant: fixed fees) to delay as much as they can as recently illustrated. Does it justify the current share price? Don't think so. Link to comment Share on other sites More sharing options...
DW1234 Posted July 28, 2020 Share Posted July 28, 2020 Great post, thanks for the extra history. I noticed this page on their site today: http://www.udfonline.com/discovery/. As nonresponsive as they are regarding their financials, it's pretty much the other way around regarding their lawsuit vs. Bass. Link to comment Share on other sites More sharing options...
ActOfWill Posted July 28, 2020 Share Posted July 28, 2020 Trying again.....can anyone help with their asset base? I was the one that asked about the VIC post. I'm looking for a list of the land collateral that underlays the loan they have/had. I want to map out the holdings in order to asses which cycle they are going to get monitized. Thanks, Dave Hi Dave, I think the best way is to look at the tax record ad the county deed records show the movements in real time under the loans but not the resulting plots that are left - say after release of some finished lots. Link to comment Share on other sites More sharing options...
Maple Fun Posted July 30, 2020 Author Share Posted July 30, 2020 Hi board, Is UDFI about to declare another dividend?? Link to comment Share on other sites More sharing options...
capitalg Posted August 13, 2020 Share Posted August 13, 2020 No longer trading? Two updates: SEC proceeding: https://www.sec.gov/litigation/opinions/2020/34-89535.pdf Nexpoint press release: http://pdf.reuters.com/htmlnews/htmlnews.asp?i=43059c3bf0e37541&u=urn:newsml:reuters.com:20200813:nPnbM7dN1a Link to comment Share on other sites More sharing options...
Maple Fun Posted August 14, 2020 Author Share Posted August 14, 2020 The SEC may revoke the registration of stocks. In some circumstances, the SEC may revoke the registration of a defunct company's stock. Section 12(j) of the Exchange Act authorizes the SEC to revoke the registration of a security if the issuer fails to comply with the federal securities laws. Broker-dealers may not execute any trades in stocks whose registration has been revoked pursuant to Section 12(j). https://www.sec.gov/fast-answers/answersdfnctcohtm.html Link to comment Share on other sites More sharing options...
writser Posted August 14, 2020 Share Posted August 14, 2020 Question is, does this incentivize management to get up-to-date or the opposite? What will happen when the financials are up-to-date again? Can a revocation be temporarily? I can see why the SEC did this but I'm not sure it is in the best interest of current investors (granted, as the SEC mentions, one should also regard prospective shareholders) . In a perverse way it might actually be beneficial for the fund manager: current shareholders (and shorts, if any!) are locked in and the company is now completely dark. Does the SEC have any credible follow-up threats to beat UDFI into compliance? All in all, quite the shit show. But that's what I'm here for! And the good thing: with the stock not being tradable I don't have to ponder these questions too much .. Link to comment Share on other sites More sharing options...
Maple Fun Posted August 14, 2020 Author Share Posted August 14, 2020 Question is, does this incentivize management to get up-to-date or the opposite? What will happen when the financials are up-to-date again? Can a revocation be temporarily? I can see why the SEC did this but I'm not sure it is in the best interest of current investors (granted, as the SEC mentions, one should also regard prospective shareholders) . In a perverse way it might actually be beneficial for the fund manager: current shareholders (and shorts, if any!) are locked in and the company is now completely dark. Does the SEC have any credible follow-up threats to beat UDFI into compliance? All in all, quite the shit show. But that's what I'm here for! And the good thing: with the stock not being tradable I don't have to ponder these questions too much .. Hi writser, to answer your question, I think it is clearly a negative to unit holders: thinking of United Development Funding III and V, their fund holders have no liquidity for 5 years and nothing... Link to comment Share on other sites More sharing options...
capitalg Posted August 14, 2020 Share Posted August 14, 2020 Based on trading action for the 1-3 days prior to revocation (in particular the day before trading ceased), it seems like someone may have been aware of this ahead of its formal announcement. I agree this is harmful to existing shareholders certainly from a liquidity standpoint. The SEC action is reminiscent of what the SEC proposed last year with respect to dark companies (not sure where that one stands). I think a better procedure would be for these types of securities going onto a "high risk" listing that requires brokers to have their customers acknowledge the risks involved in trading securities on the list (something along the lines of the options approval process). But once someone has acknowledged and signed off on the risk statement, they should be allowed to trade freely. A complete and outright suspension of trading seems too draconian, and unfairly punishes existing holders. Link to comment Share on other sites More sharing options...
Maple Fun Posted August 14, 2020 Author Share Posted August 14, 2020 Hi capitalg, how many shares approx. were traded in the 1-3 days prior to revocation? I was not paying attention and now I don't have access to the data :'( Based on trading action for the 1-3 days prior to revocation (in particular the day before trading ceased), it seems like someone may have been aware of this ahead of its formal announcement. I agree this is harmful to existing shareholders certainly from a liquidity standpoint. The SEC action is reminiscent of what the SEC proposed last year with respect to dark companies (not sure where that one stands). I think a better procedure would be for these types of securities going onto a "high risk" listing that requires brokers to have their customers acknowledge the risks involved in trading securities on the list (something along the lines of the options approval process). But once someone has acknowledged and signed off on the risk statement, they should be allowed to trade freely. A complete and outright suspension of trading seems too draconian, and unfairly punishes existing holders. Link to comment Share on other sites More sharing options...
minten Posted August 14, 2020 Share Posted August 14, 2020 Hi capitalg, how many shares approx. were traded in the 1-3 days prior to revocation? I was not paying attention and now I don't have access to the data :'( https://finance.yahoo.com/quote/UDFI/history?p=UDFI Link to comment Share on other sites More sharing options...
thepupil Posted August 14, 2020 Share Posted August 14, 2020 The suspension is doing wonders for my sharpe ratio. :P Link to comment Share on other sites More sharing options...
writser Posted August 14, 2020 Share Posted August 14, 2020 The optimist view :) . We'll see how things turn out. As I said before, I'm wondering if the SEC has a follow-up plan and if so, what is it. Because, as I said before, I can sort of understand why the SEC is doing what it is doing, but the revocation does not protect _existing_ investors at all. What sort of sticks / carrots has the SEC to help achieve that goal? Of course they can dangle the restoration of trading rights in front of management, but the cynic in me wonders whether management would actually consider that a big deal. Perhaps the SEC should also threaten something, i.e. fines for management, putting the whole vehicle in receivership or something like that. Is the SEC actually relevant in that case or would they defer to another government agency? Any insights / comparable historical situations would be appreciated. Link to comment Share on other sites More sharing options...
Hielko Posted August 15, 2020 Share Posted August 15, 2020 I'm pretty sure the SEC doesn't have any powers to do more. Perhaps fines... which of course are paid by shareholders as well... Link to comment Share on other sites More sharing options...
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