Pan-Asia Catalysts/Events, Quiddity Advisors

Travis Lundy

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

At the end of March 2016, <a href="https://www.smartkarma.com/entities/hitachi-ltd" target="_blank" data-smartkarma-citation="entities:7797:1" rel="noopener">Hitachi Ltd (6501 JP)</a>,  <a href="https://www.smartkarma.com/entities/hitachi-transport-system-ltd" target="_blank" data-smartkarma-citation="entities:2395:1" rel="noopener">Hitachi Transport System (9086 JP)</a>, and as-yet unlisted <a href="https://www.smartkarma.com/entities/sg-holdings-co-ltd" target="_blank" data-smartkarma-citation="entities:26070:1" rel="noopener">SG Holdings (9143 JP)</a><a href="https://www.hitachi.com/New/cnews/month/2016/03/f_160330a.pdf" target="_blank" rel="noopener">announced</a> that Hitachi Transport and SG subsidiary, and well-known door-to-door delivery unit Sagawa Express would form a capital and business tie-up and would look to merge "within three years" (i.e. merger by 1 April 2019). The deal was that Hitachi Transport was going to spend ¥66.3bn to buy a 20% stake in the unlisted delivery subsidiary of then still-unlisted SG Holdings, and <a href="https://www.smartkarma.com/entities/hitachi-ltd" target="_blank" data-smartkarma-citation="entities:7797:1" rel="noopener">Hitachi Ltd (6501 JP)</a> was going to sell a 29% stake (out of the 59% they owned) in Hitachi Transport for ¥87.5 billion. They were both going to expand strongly outside of Asia.  HTS was known at the time for its 3PL and "Smart Logistics" capabilities to make customer supply chains more efficient, etc, whereas Sagawa was known as a top last-mile delivery business. The combined entity was set to overtake <a href="https://www.smartkarma.com/entities/yamato-holdings-co-ltd" target="_blank" data-smartkarma-citation="entities:2:1" rel="noopener">Yamato Holdings (9064 JP)</a> in terms of revenue and get closer to industry top dog <a href="https://www.smartkarma.com/entities/nippon-express-co-ltd" target="_blank" data-smartkarma-citation="entities:18582:1" rel="noopener">Nippon Express (9062 JP)</a>. It was supposed to help SG improve margins by doing more in B2B. SG IPOed in late 2017. Three years came and went. Nothing happened. There were collaborative projects started such as a "Japan-China integrated service" and "mutual utilisation of logistics facilities" such as e-commerce delivery hubs, but it was slow-going.Some signs of discord have been clear for a while. If one reads between the lines one could have wondered what the point was even in 2016, but I expect there was hope that the two sides could get along. In late May 2019 after the earnings presentation which marked the three year anniversary/deadline of a deal, and a new <a href="https://www.hitachi-transportsystem.com/en/ir/library/presentations/pdf/midtermmanagementplan_190524enR.pdf" target="_blank" rel="noopener">Mid-Term Management Plan</a> "Logisteed 2021" in which the forward-looking part had basically no mention of SG or Sagawa, the Nikkei carried an interview with HTS President Nakatani who said, when asked about the integration, "I am aware that we are moving toward integration. I would like to harmonize future directions." [Nikkei: He showed a positive attitude...] "We have decided to discuss and consider the possibility of business integration, but we have not made any decisions, including any start to discussions."Three years on and there had obviously been discussions about discussions, but the two sides hadn't made any commitment to starting discussions officially. <h2>The NEW News</h2>Today mid-day, Diamond Online released a scoop saying the capital and business tie-up between the two was going to be scrapped. The first reaction was to send Hitachi Transport shares down 10+%. Hitachi Transport's first release to the exchange said that the article wasn't based on information they announced and that it was not going to be a dissolution of the capital tie-up, just a re-arranging of the deckchairs and a board meeting was going on and there would be an announcement within the day. HTS shares - which at that point were down 7% on the day - bounced sharply. After the close it became clear there was a difference of opinion on what the "review of the level equity affiliation" actually meant. The headline of the Hitachi Transport release says "Announcement of Partial Modification of the Strategic Capital and Business Alliance with SG Holdings and SAGAWA EXPRESS". It talks at some length about what has been accomplished in four and a half years of working together and then it notes the "modification of the capital tie-up."<ol>
<li>HTS will sell the 20% of Sagawa Express that it owns for ¥87.5bn. That trade will be executed on 29 Sep 2020. </li>
<li>HTS will buy back "a portion" of the shares that SG owns in a <a href="https://www.hitachi-transportsystem.com/jp/news/pdf/20200924_jikokabusikinoshutokukaituke.pdf" target="_blank" rel="noopener">ToSTNeT-3 transaction</a> the morning of 25 September. Reminder that SG owns 32.35mm shares of HTS or 29.00% of shares out. Tomorrow morning, HTS will buy back 27.675mm shares at the closing price on the 24 September of ¥3,570. That is up to 24.8% of shares out. </li>
</ol> That is a very big unwind in a very big hurry. This creates some interesting side effects and they are well-worth thinking about. More below the fold.

At the end of March 2016, Hitachi Ltd (6501 JP),  Hitachi Transport System (9086 JP), and as-yet unlisted SG Holdings (9143 JP)announced that Hitachi Transport and SG subsidiary, and well-known door-to-door delivery unit Sagawa Express would form a capital and business tie-up and would look to merge "within three years" (i.e. merger by 1 April 2019). The deal was that Hitachi Transport was going to spend ¥66.3bn to buy a 20% stake in the unlisted delivery subsidiary of then still-unlisted SG Holdings, and Hitachi Ltd (6501 JP) was going to sell a 29% stake (out of the 59% they owned) in Hitachi Transport for ¥87.5 billion. They were both going to expand strongly outside of Asia.  HTS was known at the time for its 3PL and "Smart Logistics" capabilities to make customer supply chains more efficient, etc, whereas Sagawa was known as a top last-mile delivery business. The combined entity was set to overtake Yamato Holdings (9064 JP) in terms of revenue and get closer to industry top dog Nippon Express (9062 JP). It was supposed to help SG improve margins by doing more in B2B. SG IPOed in late 2017. Three years came and went. Nothing happened. There were collaborative projects started such as a "Japan-China integrated service" and "mutual utilisation of logistics facilities" such as e-commerce delivery hubs, but it was slow-going.Some signs of discord have been clear for a while. If one reads between the lines one could have wondered what the point was even in 2016, but I expect there was hope that the two sides could get along. In late May 2019 after the earnings presentation which marked the three year anniversary/deadline of a deal, and a new Mid-Term Management Plan "Logisteed 2021" in which the forward-looking part had basically no mention of SG or Sagawa, the Nikkei carried an interview with HTS President Nakatani who said, when asked about the integration, "I am aware that we are moving toward integration. I would like to harmonize future directions." [Nikkei: He showed a positive attitude...] "We have decided to discuss and consider the possibility of business integration, but we have not made any decisions, including any start to discussions."Three years on and there had obviously been discussions about discussions, but the two sides hadn't made any commitment to starting discussions officially. The NEW NewsToday mid-day, Diamond Online released a scoop saying the capital and business tie-up between the two was going to be scrapped. The first reaction was to send Hitachi Transport shares down 10+%. Hitachi Transport's first release to the exchange said that the article wasn't based on information they announced and that it was not going to be a dissolution of the capital tie-up, just a re-arranging of the deckchairs and a board meeting was going on and there would be an announcement within the day. HTS shares - which at that point were down 7% on the day - bounced sharply. After the close it became clear there was a difference of opinion on what the "review of the level equity affiliation" actually meant. The headline of the Hitachi Transport release says "Announcement of Partial Modification of the Strategic Capital and Business Alliance with SG Holdings and SAGAWA EXPRESS". It talks at some length about what has been accomplished in four and a half years of working together and then it notes the "modification of the capital tie-up."
HTS will sell the 20% of Sagawa Express that it owns for ¥87.5bn. That trade will be executed on 29 Sep 2020. 
HTS will buy back "a portion" of the shares that SG owns in a ToSTNeT-3 transaction the morning of 25 September. Reminder that SG owns 32.35mm shares of HTS or 29.00% of shares out. Tomorrow morning, HTS will buy back 27.675mm shares at the closing price on the 24 September of ¥3,570. That is up to 24.8% of shares out. 
 That is a very big unwind in a very big hurry. This creates some interesting side effects and they are well-worth thinking about. More below the fold.

Hitachi Transport & SG Holdings:  Consciously Uncoupling

<a href="https://www.smartkarma.com/entities/seino-holdings-co-ltd" target="_blank" data-smartkarma-citation="entities:13248:1" rel="noopener">Seino Holdings (9076 JP)</a>, based in Gifu Prefecture (two prefectures east of Kyoto, directly north of Nagoya), is a combination transportation logistics company and car dealer, with a few other local specialties tacked on.It has 10 auto sales branches in Gifu, Shiga (next door between Gifu and Kyoto), Aichi (just south), and Tokyo, plus a unit in the Philippines, and together they sell about US$1bn of autos a year. Most of its transportation business is warehouses/logistics and truck transport but in the last couple of years it has started executing a "modal shift" to increase domestic transport by rail and ship. It has started working with partners to reduce its carbon footprint in everything it does. <h2>The NEW News</h2>Yesterday, the company reported its <a href="https://www.seino.co.jp/seino/media/pdf-lib/20200513-03.pdf" target="_blank" rel="noopener">full-year earnings</a> (Japanese only) to March 31, with revenue +1.4%yoy, OP -5.7%, and Net Profit +21%.Somewhat unusually, it provided a forecast for the year to March 31, 2021. And it isn't pretty. Revenue is scheduled to drop 10.4%, OP is scheduled to drop nearly 55%, and Net Profit is guided to fall 71%. Given the quantum of this move, and given the fact that few of their customers seem willing to forecast their own revenues, this guidance has to be seen as speculative at best, even though it is the kind of company with extremely stable revenues normally. To mitigate the potential damage from this, the company announced (also only in Japanese) <a href="https://www.seino.co.jp/seino/media/pdf-lib/20200513-05.pdf" target="_blank" rel="noopener">a large buyback</a> today. A very large buyback. It is up to 20 million shares for up to 20 billion yen, to be executed between 14 May 2020 and 23 December 2020. The oddly-specific end-date is somewhat unusual, but it is possible this leaves room to buy back more shares if needed in fiscal Q4 if the shares remain under pressure. This is, after all, a VERY cash-rich company.

Seino Holdings (9076 JP), based in Gifu Prefecture (two prefectures east of Kyoto, directly north of Nagoya), is a combination transportation logistics company and car dealer, with a few other local specialties tacked on.It has 10 auto sales branches in Gifu, Shiga (next door between Gifu and Kyoto), Aichi (just south), and Tokyo, plus a unit in the Philippines, and together they sell about US$1bn of autos a year. Most of its transportation business is warehouses/logistics and truck transport but in the last couple of years it has started executing a "modal shift" to increase domestic transport by rail and ship. It has started working with partners to reduce its carbon footprint in everything it does. The NEW NewsYesterday, the company reported its full-year earnings (Japanese only) to March 31, with revenue +1.4%yoy, OP -5.7%, and Net Profit +21%.Somewhat unusually, it provided a forecast for the year to March 31, 2021. And it isn't pretty. Revenue is scheduled to drop 10.4%, OP is scheduled to drop nearly 55%, and Net Profit is guided to fall 71%. Given the quantum of this move, and given the fact that few of their customers seem willing to forecast their own revenues, this guidance has to be seen as speculative at best, even though it is the kind of company with extremely stable revenues normally. To mitigate the potential damage from this, the company announced (also only in Japanese) a large buyback today. A very large buyback. It is up to 20 million shares for up to 20 billion yen, to be executed between 14 May 2020 and 23 December 2020. The oddly-specific end-date is somewhat unusual, but it is possible this leaves room to buy back more shares if needed in fiscal Q4 if the shares remain under pressure. This is, after all, a VERY cash-rich company. 

Seino Holdings (9076) - Delivering Cash Back in BIG BUYBACK, May Be an MBO Candidate

Senior Technology Analyst, Japanese Equities, LightStream Research

Scott Foster

Senior Technology Analyst, Japanese Equities

ja research

ja research is an independent research platform focused exclusively on Japanese equities. Leveraging data and graphic analysis provided by Japan Analytics, we provide insights on small and medium-sized companies that have been ignored by the sell-side as well as challenging conventional wisdom on larger companies. We also offer analyst and corporate access, the latter with translation if required. 

Equity Bottom-Up

Hitachi Transport System / Equity Bottom-Up

The shares of Hitachi Transport System have had a good run, more than doubling over three years to an all-time high of ¥3,545 on July 2, 2019 before dropping back 11% to close at ¥3,165 on September 27. At this price, they are selling at 16x management's EPS guidance for FY Mar-20 and 1.6x book value as of the end of June. These valuations are near the top of their 5-year ranges, but calculations by Japan Analytics indicate 10% potential upside to a forecast-based no-growth valuation (see charts below). The rise in the share price has been driven by efficiency gains in the company's domestic and global logistics businesses. In the four fiscal years to Mar-19, revenues increased 4.5% to ¥708.8 billion, operating profit increased 45.3% to ¥31.2 billion, the operating margin rose from 3.2% to 4.4%, and ROE rose from 7.6% to 10.2%. In the three months to June, operating profit increased 7.0% year-on-year on a 2.9% decline in revenues. Revenues declined due to a change in the scope of consolidation, declining volumes in the auto parts business and the appreciation of the yen. For FY Mar-20 as a whole, management is guiding for a 1.0% increase in operating profit to ¥31.5 billion on a 1.2% decline in revenues to ¥700 billion, resulting in an operating margin of 4.5%. By FY Mar-22, management expects operating profit to reach ¥36.0 billion on revenues of ¥720 billion, the operating margin rising to 5.0% due to a combination of growth and further improvements in the cost structure.  M&amp;A could lift revenues to ¥800 billion, although the timing of acquisitions and their profitability are uncertain.1Q results suggest that full-year guidance is conservative, while further outsourcing of global supply chain management - perhaps accelerated by the changes forced on supply chains by the trade war - should support management's longer-term plans. The biggest risks to those plans and to investors appear to be recession and yen appreciation.

The shares of Hitachi Transport System have had a good run, more than doubling over three years to an all-time high of ¥3,545 on July 2, 2019 before dropping back 11% to close at ¥3,165 on September 27. At this price, they are selling at 16x management's EPS guidance for FY Mar-20 and 1.6x book value as of the end of June. These valuations are near the top of their 5-year ranges, but calculations by Japan Analytics indicate 10% potential upside to a forecast-based no-growth valuation (see charts below). The rise in the share price has been driven by efficiency gains in the company's domestic and global logistics businesses. In the four fiscal years to Mar-19, revenues increased 4.5% to ¥708.8 billion, operating profit increased 45.3% to ¥31.2 billion, the operating margin rose from 3.2% to 4.4%, and ROE rose from 7.6% to 10.2%. In the three months to June, operating profit increased 7.0% year-on-year on a 2.9% decline in revenues. Revenues declined due to a change in the scope of consolidation, declining volumes in the auto parts business and the appreciation of the yen. For FY Mar-20 as a whole, management is guiding for a 1.0% increase in operating profit to ¥31.5 billion on a 1.2% decline in revenues to ¥700 billion, resulting in an operating margin of 4.5%. By FY Mar-22, management expects operating profit to reach ¥36.0 billion on revenues of ¥720 billion, the operating margin rising to 5.0% due to a combination of growth and further improvements in the cost structure.  M&amp;A could lift revenues to ¥800 billion, although the timing of acquisitions and their profitability are uncertain.1Q results suggest that full-year guidance is conservative, while further outsourcing of global supply chain management - perhaps accelerated by the changes forced on supply chains by the trade war - should support management's longer-term plans. The biggest risks to those plans and to investors appear to be recession and yen appreciation.

Hitachi Transport System (9086 JP): Uptrend Should Resume

Japan/Asia Long-Short, LightStream Research

Mio Kato

Japan/Asia Long-Short

Long-Short Analysis on Japan, Asia and the World

LightStream Research

LightStream conducts quantitatively rigorous and data-driven analysis with a focus on Japan and Asia.

We consistently cover the Tech, Consumer and Industrial sectors, and provide ECM and Events coverage more broadly.

We supplement traditional qualitative insights from company relationships with a robust quantitative foundation that examines as much historical data as is available.
We further refine the accuracy of our insights and calls through the use of alternative data to flesh out current trends, and through a valuation framework that emphasises non-superficial peer group selection and a proper attempt to understand the metrics and changes that have driven security valuations in the past.

Equity Capital Markets

SG Holdings opened 17% above its IPO price at JPY1,900 and has risen slightly in morning trading. We feel this  debut is more or less within expectations and valuations are now quite fair. In examining the IPO we did not feel that there was a particularly large IPO discount relative to peers. With the shares having risen moderately, valuations, while not excessive do not seem particularly cheap either. We had mentioned that Sagawa Express was hiking prices by an average of 17.8% for some of its…

SG Holdings opened 17% above its IPO price at JPY1,900 and has risen slightly in morning trading. We feel this  debut is more or less within expectations and valuations are now quite fair. In examining the IPO we did not feel that there was a particularly large IPO discount relative to peers. With the shares having risen moderately, valuations, while not excessive do not seem particularly cheap either. We had mentioned that Sagawa Express was hiking prices by an average of 17.8% for some of its…

SG Holdings IPO: Decent Start; Fair-Ish Valuations but Some Upside from Price Hikes and M&A

Asian Equities Analyst, Logistics & Transport, Tracking Traffic

Daniel Hellberg

Asian Equities Analyst, Logistics & Transport

China Logistics Property Holdings / Equity Bottom-Up

China Logistics Property Holdings (1589 HK)

Last week we chatted with a representative from <a href="https://www.smartkarma.com/entities/22799" target="_blank" data-smartkarma-citation="entities:22799:1">China Logistics Property Holdings Co Ltd (1589 HK)</a> and it appears the company has recently made progress on addressing some of our concerns, which we expressed in earlier notes <a href="https://www.smartkarma.com/insights/glp-wannabe-revisiting-china-logistics-property-holdings-after-sale-of-global-logistic-properties" target="_blank">here</a> and <a href="https://www.smartkarma.com/insights/glp-wannabe-china-logistics-property-holdings-still-some-concerns-post-h1-results-unfortunately" target="_blank">here</a>. CLPH is still fairly small (US$925 mn market capitalization) and somewhat illiquid (trades about US$500,000 per day), but the privatization of <a href="https://www.smartkarma.com/entities/2894" target="_blank" data-smartkarma-citation="entities:2894:1">Global Logistic Properties Ltd (GLP SP)</a> leaves it as one of only a few instruments available to investors wishing to…

Last week we chatted with a representative from China Logistics Property Holdings Co Ltd (1589 HK) and it appears the company has recently made progress on addressing some of our concerns, which we expressed in earlier notes here and here. CLPH is still fairly small (US$925 mn market capitalization) and somewhat illiquid (trades about US$500,000 per day), but the privatization of Global Logistic Properties Ltd (GLP SP) leaves it as one of only a few instruments available to investors wishing to…

Chat with China Logistics Property Hldgs (1589:HK) Shows Progress on Fundamentals; BUY Below HK$2.40

Japan

Nippon Express Holdings, Inc. offers logistics services. The Company provides freight vehicle transportation, railway transportation, air transportation, sea transportation, port transportation, warehousing, and other services. Nippon Express Holdings provides its services throughout Japan.

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Nippon Express Holdings (9147 JP)

Hitachi Transport & SG Holdings: Consciously Uncoupling

In May of 2016

Travis Lundy

Seino Holdings (9076) - Delivering Cash Back in BIG BUYBACK, May Be an MBO Candidate

Seino Holdings (9076 JP), based in Gifu Prefecture (two prefectures east of Kyoto, directly north of Nagoya), is a combination transportation...

Travis Lundy

Hitachi Transport System (9086 JP): Uptrend Should Resume

The shares of Hitachi Transport System have had a good run, more than doubling over three years to an all-time high of ¥3,545 on July 2, 2019...

Scott Foster

SG Holdings IPO: Decent Start; Fair-Ish Valuations but Some Upside from Price Hikes and M&A

SG Holdings opened 17% above its IPO price at JPY1,900 and has risen slightly in morning trading. We feel this debut is more or less within...

Mio Kato

Chat with China Logistics Property Hldgs (1589:HK) Shows Progress on Fundamentals; BUY Below HK$2.40

Last week we chatted with a representative from China Logistics Property Holdings Co Ltd (1589 HK) and it appears the company has recently made...

Daniel Hellberg

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