There are really only two outcomes re $HUM.AX: the Convenors (me+CSAM) win and complete board renewal; or the Convenors lose and Abercrombie remains Chair.
What happens if we win?
The stock is cheap, recall, for two reasons - a big governance discount, and a bloated cash position/underutilized balance sheet.
If we win fixing the governance issue is a fait accompli. Abercrombie will be gone. Compliant directors will be gone. We will add a further 1-2…
Highly qualified independent directors to upskill the BoD. We will also reconstitute the Board committees and strongly consider bringing the CEO onto the Board.
Essentially we will install best governance practices for a listed entity and simply manage the business in the…
…ordinary course.
Fixing capital allocation is not rocket science either and can be accomplished in the near term. We have articulated:
- $15mm capital return via special div
- 10% buyback over 12mos (about $35mm)
- clarified div policy paying majority of underlying earnings..
…as divs to shareholders. To us this means 75%+ of underlying cash earnings, obvi subject to board review.
Ofc we will also review and likely shut the loss making Canadian operations; run a full strategic review of the biz; and a review into governance behaviors of the BoD…
Over the last 12mos.
Doing all this will all the biz to move forward, with a clean slate and appropriate cap structure, and free and clear of the governance issues that have plagued the co.
As prev explained, peers all generally trade at 7-8% div yield and 10-12% P/E…
Meaning if we simply do these simple things, no reason $HUM.AX shouldn’t rerate to the peer group.
On that basis a win for us suggests a $1.1-$1.3 stock (as we deliver). Pretty decent.
But what happens if we lose?
The attraction here is there a “heads I win big, tails I win small” element given the third party bid from $CCP.AX Credit Corp.
This is tbf an NBIO right now but they specifically articulated TWO different
T/O structures - one st 77c for 100% ownership (ie with AA on board) and one at 72c for 50.1% ownership (ie assuming AA holds out).
Naturally those prices are still insufficient but the interest, and structure, are workable even if the Convenors lose.
This is because even in the scenario we lose - which I do not at all contemplate but is possible - I believe the vote will be incredibly close (just a few %). Meaning if we then turn around and embrace $CCP.AX
And publicly declare support for that bid rather than AA continued control - which obviously we would - then $CCP.AX would likely get 50% in a hostile bid…
…which in turn means AA would be in a similarly bad (or worse) situation as if we had won and he was off the Board (since he’d have lost control).
In that scenario, then, given the closeness of the vote, it’s not clear to me how AA isn’t forced into a sale, to $CCP.AX
Or another third party.
Another scenario is to simply acquire a few more % of the co, and go again via EGM. Naturally if the vote is only a percent or two (which i think it would be as only way he can win) this becomes further likely.
That is to say - this is both reflexive; and a quasi-arb. The more the market supports the Convenors, the more likely the Convenors win (big upside) OR the vote is close enough to force either a win via sale to third party, either as minority (break even or small win); or as full sale (big upside).
In sum, it is hard to see how AA comes through this challenge, in any scenario, in control of $HUM.AX. And hence any of the multiple pathways present as attractive outcomes for minorities.
Long $HUM.AX. Meeting is Feb 19. Please ensure to continue to vote any and all shares you own or acquire in the next 3 weeks! 🙏
• • •
Missing some Tweet in this thread? You can try to
force a refresh
1) Current BoD has been a disaster for shareholders. Abercrombie (Chair) acceded in Aug 2015; since then (before our EGM was called) the stock was -80% in 10.5yrs vs the ASX +50%.
A horrendous record of value destruction and market underperformance.
2) Current BoD, esp Chair, has made a litany of mistakes, exhibiting bad judgement over many years.
Eg in 2022, the Chair killed a papered, agreed deal to sell the Consumer unit to Latitude...calling the deal 'horribly undervalued...a garage sale'
As mentioned now that mkts are open again I will do a no of deep dive 🧵 on Humm Group $HUM.AX.
As you prob know, I own ~29mm shs here (~$20mm AUD); and have (along w/ CSAM) called an EGM to effect Board Renewal, that will be held on Feb 19, 2025. All details here:
These threads will be organized as follows: 1) What are we playing for? (valuation, etc - 50+% upside imo if we win) 2) The status quo (incumbent Board) and what it offers 3) What I/new Board offers + event/arbitrage set-up
NB you should only look at this if you intend to vote in the EGM. It is not hard to vote - full instructions will be forthcoming - takes 5min online for most Aussie shareholders. If you hold through IBKR/overseas brokers it is a bit more involved but still, not exactly difficult.
Also - given the high reflexivity of this idea - that is, the more who believe in it and vote, the more likely it is to work - if you agree w/ the thesis/goal, I would appreciate all sharing on this one. 🙏🙏
OK, on to the 🧵, what are we playing for?
$HUM.AX is a non-bank lender (non-bank financial services), w/ two main businesses: Commercial and Consumer. This is a quintessential 'good business, bad Board' set-up. Fundamentally there isn't much wrong w/ the business, I am not trying on some massive operational turnaround, this is all about simple blocking and tackling on capital allocation and proper, fit for purpose governance norms.
Commercial is a jewel, they provide asset-backed financing to SMEs, for things like equipment, vehicles, inventory. Per below, this segment alone is doing $45-46mm NPAT:
Commercial has a long track record of structural growth (see below). AUM is growing, avg losses have been stable (and low) at ~1%; and CTI has improved sequentially over last 4yrs (currently <25% ie v competitive for this type of biz).
The opportunity remains large as banks continue to cede share to non-bank lenders (like $HUM.AX) better able to quickly offer and disburse credit to SMEs.
1) guidance raise. Not hugely surprising to me, but further evidence incremental profits higher again than mgmt was letting on. Despite timing on costs, expect margins to be at a min maintained next yr given this...ie $20mm NPAT next yr is clearly well in play.
2) EPS accretion. They are acquiring 13% of the co at ~5.5x EPS (on FY25 nos, not adjusted for excess cash). Gives you a sense where they think value is.
If my FY26 nos are accurate (ie $20mm NPAT, etc), EPS next yr goes from 13c to 15.7c thru this...
1) Running hedge m2m losses through OCI. I saw zero comment on this post $HUM.AX annual numbers. Humm hedges interest rates to protect their NIM and the accounts make it clear that hedges in the accounts are 'effective' - which means simply every $ of hedge losses is offset...
...by gains on the asset side over the life of the hedge. hence you don't run hedge mark-to-market losses (or gains) through the income statement; instead you just run them through OCI.
Importantly these cash flow hedges cost $53mm - only through OCI - to $HUM.AX in FY25...
$EDU.AX stock has doubled in two months since this. 1H results - announced this AM - make it clear why mgmt/insiders tried to steal this via delisting a cpl of mos ago...
biz is now run-rating $21mm in EBITDA, $12.5mm in net income, and has $21mm net cash...
At 16.5c per share (the supposedly 'fair' buyback px) the implied mkt cap was $25mm 🤣🤣
Moving on to what the co is worth...
Key disclosure today is the biz appears not to have even peaked...mgmt saying rev growth in 2H will more than offset cost growth...
Given enrolments are still actually growing + the avg course is 3-4yrs now, it is quite likely imo that FY26 (next yr) is just as profitable, if not more so, than current year...
If we run that through the PnL you get something like this:
Given (I believe) TFG owns (at mids) 4.5mm shs of Ripple Labs, I think they are marking their Ripple shs at about $53/share (a big discount to private market transactions, given liquidity, etc).
At $175/share - the px of this tender - the TFG stake is worth $547mm OVER the...
...current mark. You need to tax this for mgmt fees (say 20%) but even so this is $438mm - or, $5.4/share of excess value above NAV.
Ie true NAV today is more like $40-41 and the stock is $14.