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RHDGF - Retail Holdings


accutronman

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Well, someone pointed out to me that the CEO is entitled to 3.5% of distributions made before 30 April, 2019... so guess he didn't want to miss out on 1.5 million bucks...

 

The CEO "special bonus" program has been extended before though, right? My working assumption has been that it would be extended for as long as necessary.

 

Per the 2017 annual report (page 22) it was scheduled to terminate in 12/2018.

 

Per the 2018 annual report (page 22 again) it was scheduled to terminate in 4/30/2019.

 

Assuming the April deadline cannot/will not be extended, we should be hearing something about a large distribution in the very near future.

 

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Assuming the April deadline cannot/will not be extended, we should be hearing something about a large distribution in the very near future.

 

I think that is what this transaction is signalling, since the transaction is scheduled to close in April.  It wouldn't surprise me at all that we also soon hear about a sale of the Singer India shares as well before April.

 

wabuffo

 

 

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The CEO "special bonus" program has been extended before though, right? My working assumption has been that it would be extended for as long as necessary.

 

Yeah. At this point I guess it's safe to assume all future distributions will be 'taxed'.

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Wrister,

 

Why do you think they will be taxed now?.

 

Thanks

The CEO "special bonus" program has been extended before though, right? My working assumption has been that it would be extended for as long as necessary.

 

Yeah. At this point I guess it's safe to assume all future distributions will be 'taxed'.

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2018 results press release is out. Here's a quote:

 

"The Company’s goal is to complete the sale of substantially all of its business assets and begin the liquidation process within the next one to two years."

 

I had previously estimated (see a few posts back) that the company's liquidation could be complete by the end of this calendar year. It appears that I was overly optimistic about the timing.

 

Given the transaction price, I think it's reasonable to conclude that Singer Bangladesh was a difficult asset to sell. And yet RHDGF still managed to sell it before disposing of Singer India. Perhaps Singer India is also a difficult asset to sell?

 

 

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Yeah, to read that was a bit disappointing but I don't read too much into it.

 

Personally I don't think the India stake is going to be a huge problem. Relatively small position in dollars, no restrictions on these shares and they've sold a 14% stake in a few months in 2017 in the open market already. They probably won't sell much more in the open market because they want to sell the majority stake in one go. Could be challenging to find a wholesale buyer but I don't expect the process to take years. Also note this tweet as circumstantial evidence: link. As Wabuffo said, a quick India sale followed by a large distribution wouldn't surprise me either. CEO has the right incentives to get this thing to close quickly.

 

What I do think is a risk is that they have already been negotiating a deal at a small premium, i.e. 45 INR or something, but that, due to the huge run-up the past few weeks, the price might look disappointing. I think something similar happened with Singer Bangladesh - they struck a deal around market prices for the non-remittance shares but then shares jumped up 15% in a few weeks.

 

Also, if Retail Holdings distributes $10 from the Singer Bangladesh sale in a few months it would be very disappointing to have to wait two more years for the complete liquidation but in terms of IRR that would not be an utter disaster so I am not super worried about that.

 

Finally, Hielko notified me of some minor positive news: the Bangladesh sale was for $75m, Retail Holdings owns 54.1% so you'd expect a ~$40.5m cash inflow but the press release talks about a $42m profit (I assume they mean cash inflow) after taxes and transaction costs.

 

At this point my opinion on Retail Holdings is more or less "meh". I sold a few shares around $11.65. At current prices there's probably some upside left. I still have a large position but I expect a large distribution to be announced very soon and my conservative estimate of remaining upside currently is low/mid single digits. So I'm going to take my default course of action, which is: do nothing and complain afterwards.

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  • 2 weeks later...

In case anyone hasn't noticed, the annual report for 2018 is out.

 

http://www.retailholdings.com/disclosureStatements/disclosureStatementsFile_127.pdf

 

A quote from the report that I found both notable and surprising:

 

"ReHo [Retail Holdings]  is not contemplating paying a dividend/distribution to shareholders in 2019. Rather, ReHo will introduce an aggressive share purchase program, depending in part, on the value of asset sales during the year."

 

 

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Surprising, and perhaps one of the reasons for the small sell-off the past few days. Another interesting quote:

 

The cash consideration to be received for the Bhold shares by Singer Asia Limited is approximately US$75 million, subject to certain post-closing adjustments and further payments later in 2019 or early 2020.

 

AFAIK further payments weren't mentioned in either press release about the deal. I asked the company questions about both quotes and the reply was 'we will be addressing them in later public communications'.

 

FWIW it wouldn't surprise me if the repurchase quote was written down before the Bangladesh transaction and that the company will still pay out a dividend this year. With an average daily volume of $40k an 'aggressive share purchase program' seems like an idiotic way to return $50m to shareholders. It would also bypass the CEO compensation scheme (not 100% sure on this) and it is incongruent with what they've done in the past.

 

But yeah, it's certainly strange and I guess it's a possibility that they want to slow down the liquidation process to smoke out weak holders or that there are other reasons for not opting for a distributions that I'm not aware of.

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  • 1 month later...

Yes. Stub play looks attractive - depending on your tax situation.

 

Yeah, there are probably more than a few holders who are in an unexpected income tax pickle this morning. A 20% expected rate on ordinary dividends would be a real problem for someone holding this. 

 

One relevant question is the status of the 3.5% of all distributions CEO award that was discussed earlier in this thread. Has it been extended? Will it apply to this dividend?

 

 

 

 

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RHDGF just declared a dividend equal to 80% of the current market cap.

 

http://www.retailholdings.com/pressReleases/pressReleasesFile_177.pdf

 

Dividend is taxable though. Those holding it in taxable accounts or in a hedge fünf / LP structure are screwed. If you pay 20-30% of tax on the remaking distribution , it’s better to sell at $10.

I own this in an IRA so I think I should’ve OK. I will buy more if it drops some. I am thinking $9/share is possible.

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RHDGF just declared a dividend equal to 80% of the current market cap.

 

http://www.retailholdings.com/pressReleases/pressReleasesFile_177.pdf

 

Dividend is taxable though. Those holding it in taxable accounts or in a hedge fünf / LP structure are screwed. If you pay 20-30% of tax on the remaking distribution , it’s better to sell at $10.

I own this in an IRA so I think I should’ve OK. I will buy more if it drops some. I am thinking $9/share is possible.

It's not just taxable, but as an unqualified/ordinary dividend it will essentially be taxed at the ordinary income tax rate instead of the long-term capital gains rate. That's pretty disastrous for a taxable US investor...

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Could the company be buying back shares at this point? Decent volume today.

 

This might explain that the price did not move, despite the fact that there was a big announcement. Maybe company has a buy-order at 10. I find it weird that there was so little price action in response to the news.

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Could the company be buying back shares at this point? Decent volume today.

 

This might explain that the price did not move, despite the fact that there was a big announcement. Maybe company has a buy-order at 10. I find it weird that there was so little price action in response to the news.

 

Do you think the stock should have gone up, or down? Why?

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Could the company be buying back shares at this point? Decent volume today.

 

This might explain that the price did not move, despite the fact that there was a big announcement. Maybe company has a buy-order at 10. I find it weird that there was so little price action in response to the news.

 

 

Do you think the stock should have gone up, or down? Why?

 

No idea whether it should have gone up or down ... but there was clearly "news", about the dividend, liquidation schedule, taxability etc ... It would be coincidence that significant news is price neutral and has no impact on price at all. Alternatively, one may argue that the content of the announcement was already anticipated.

 

What I was hinting at is a third possibility: the (undistorted) market price is less than 10, but the company supports the price at 10 through buy-back orders. This would explain that there is no price action.

 

 

 

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You have to assume a lot of that was left pocket to right pocket trading though (moving Taxable to IRA)... I mean, it was a lot of volume, but not that must in $$$ terms.

You think? I see for example a single trade of 250K shares today. Doubt many people have $2.5 million cash in their IRA. I think either the company is buying back shares, or there are one or more international investors who don't face the tax constraints of US investors who are happily buying this.

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H,

 

Not sure how much can be attributed, I just know I was (on the IRA side) a large buyer under the assumption that artificial pricing for taxable selling was driving it down... I bought maybe 2-3% of that number at $10.1x.

 

I hope it's buybacks, that would be great.... and not shocking either.

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