Deswell Industries is one of my longest held stocks. I bought my first shares more than six years ago on March 6, 2012 and sold my position last week after reviewing the latest annual results. The company isn’t exactly expensive, but it’s not longer a net-net since NCAV is $3.13/share while the current price is $3.25/share. If we take the value of all non-operating assets, and slap a 8x multiple on last years operating earnings we get a very similar value of $3.18/share. So right now Deswell isn’t expensive, but probably fairly valued, and after more than six years I think it’s time to move on to something else. I have always been a bit hesitant to sell this stock because of the years of continues insider buying which at some point in time will probably culminate in a going private transaction. But I don’t have unlimited patience…
Deswell Industries went up 53% in the more than six years that I held the position, and while that is not bad, you would expect a mediocre annualized return. But thanks to all the dividends ($1.04/share in total!) that the company paid in the meantime the internal rate of return was actually a pretty satisfactory 15.10%. Better than I expected before I did the math for this post.
No position in Deswell Industries anymore
Thanks to a blogpost of NoNameStocks I was alerted to the fact that Comtrex Systems (OTCMKTS:COMX) is being acquired by Zonal Hospitality Systems in an all-cash transaction for approximately GBP 7.46/share (~US$9.88 at the time of writing). With the stock trading at $9.43 there is a spread of 4.8% remaining which seems pretty high considering that this sounds like a low-risk deal that should close pretty fast.
- There are no regulatory hurdles to take.
- More than 50% of Comtrex shareholders have already entered in voting agreements, so stockholder approval is a formality.
- There shouldn’t be financing issues since Comtrex is a tiny company (~US$16 million market cap) with a significant cash balance.
- Comtrex is being acquired at a ~60% premium, so no crazy downside risk if the deal fails.
- And to top it all off: it’s a deal that at first glance seems to make sense for both companies since they are in the same business (point-of-sale stuff for the hospitality sector).
The only question mark is that the merger consideration is subject to certain adjustments, but without a merger agreement publicly available it remains a guess what those are. My guess is, and I think this is the most likely scenario, some kind of adjustment based on net working capital and net cash balance at the time of the merger. This is very common, and usually this adjustment is just as likely to result in a higher price as in a lower price. Especially since Comtrex is a solidly profitable business this is unlikely to be a large risk. It’s not some kind of melting ice cube that gets smaller and smaller while waiting for the merger to be completed. But we will have to wait for the proxy statement, which is expected to be send to shareholders in a couple of weeks, to be sure what the deal exactly is.
Yesterday the merger of Willbros Group with Primoris Services was successfully completed. When I wrote about the merger I thought that there was little that could derail the deal, and that it would close fast, and that proved to be the case. Making a 9.1% return in two months time is as good as it gets in the merger arbitrage game.
However, just because that this deal was completed successfully doesn’t really mean that it was a good bet. I think it was, but last week I got a not so nice reminder that deals with companies that aren’t in the best financial position (like Willbros) can quickly get very ugly when things don’t go as planned. I had a position in Rosetta Genomics, a company that was flirting with bankruptcy as well before Genoptix agreed to take it over. After it (finally) managed to secure shareholder approval for the deal I thought that there was also little that could derail it, until Genoptix claimed the existence of a “Material Adverse Effect” (no details were given).
The stock has cratered since that announcement because it’s unlikely that there will be anything left for equity holders in a bankruptcy scenario. Looking back at it in hindsight I don’t think I made an error in betting on this merger, but the unfortunate reality is that there is always a small possibility of a deal failing for some unexpected reason. As long as you size your positions accordingly it shouldn’t be a problem, although it’s of course never going to be nice…
Long Willbros Group (since the cash payment hasn’t been received yet by my broker)
Last year Tejoori announced that it would liquidate. With the stock trading around $0.50/share while I estimated a NAV/share around $0.62/share I thought it was a good bet. In the end that estimate proved a tiny bit too optimistic since I got paid $0.59892/share, but I guess an unfavorable currency exchange rate is partly to blame. The liquidation distribution was paid in United Arab Emirates Dirham, and I have seen other shareholders reporting receiving a slightly higher payout in US dollars. But I’m happy to have gotten my money…
Because the company cancelled their electronic trading facility before making the liquidation distribution receiving the liquidation payout was a bit of a messy process. The depository that my broker used to keep my shares had to communicate with the liquidators in the British Virgin Islands to make sure that the money got transferred manually from Abu Dhabi to their bank account. Since that’s probably a very exceptional thing to happen, I can see how that can go wrong somewhere along the lines if someone, somewhere doesn’t fill-in the right paperwork. I like deals like this where you can’t be totally sure that everything will work out because of the paperwork, although in this case it sucked that you couldn’t do anything about that yourself. But it’s a risk that is totally uncorrelated with the market, and although at some point I will probably participate in something that will not workout, I think that as long as you get paid a big spread the overall end-result will be more than satisfactory. This one certainly was!
No position in Tejoori anymore
Yesterday the New York REIT declared a $4.85 liquidation distribution. The liquidation of the company is progressing as planned and the only two assets remaining are the Viceroy Hotel and the WWP building. They are planning to sell the hotel later this year while they will hold on to the WWP building for the next couple of years while it’s being renovated and upgraded. In connection with the successfully completed sales NYRT also paid down all their mortgage debt, and their balance sheet, pro-forma for the $4.85 dividend, is now looking as follows:
Pro-forma NYRT balance sheet, based on latest 10-K and adjusted for all dividends and sales after year-end
After the $4.85 liquidation distribution is paid, there still is approximately $1.74/share in cash left, and the sale of the Viceroy Hotel later this year might fetch around $4/share. But it’s clear that what really matters is the value of the WWP building. The building itself, listed as “investment in JV” on the balance sheet is by far the biggest piece of the pie, and additionally, the restricted cash is all earmarked to be spend on upgrading the building as well.
Author is long NYRT