Estimate of Tesla’s Bitcoin Holding and Analysis of 1Q2021 Bitcoin Sale

AA Uses Only the Most Accurate Equipment
for His Estimates

I thought I’d throw my chapeau into the ring of those analyzing Tesla’s Bitcoin Holdings.

And then for good measure provide my own analysis of the 1Q sale.

Summary

• Numbers of BTC and original costs are estimates.

• Tesla originally purchased BTC 46,561.73 at an average original cost of US$ 32,215.30 per “coin”. (My Scenario #2).

• Using averages of my Scenario #1 and #2, in March it sold 4,466.64 BTC at an average price of US$ 60,895.95 per coin.

• As of 31 March Tesla held BTC 42,901.81 at an average cost of US$ 31,621.36 per coin.

• Under US accounting “rules” once Tesla takes an “impairment” on its BTC holdings, it cannot reverse it if fair value increases later. The only way to “capture” the increase is to sell BTC in which case the higher fair value over carrying cost is a component of net profit.

• Because of these accounting “wrinkles”

  • Tesla may have an economic incentive to support BTC’s price because impairments flow through the income statement.

  • Or to sell BTC to generate a profit to offset impairment charges.

Introductory Comments

Don’t be followed by the apparent precision in my numbers below.

There isn’t sufficient information to achieve precision.

So my numbers and those of others cited below can only be rough estimates.

You’ll find those other estimates here and you can compare methodology and results.

First up is Shawn Tully at Fortune: 38,300 BTC held at 31 March 2021.

Second is Chuck Jones at Forbes: 42,902 BTC held.

I’ll be using Tesla’s 1Q2021 10Q as the source document for data.

If you’re interested in the US accounting treatment for digital assets, here’s a link to an AICPA publication on ASC-350.

What are Tesla’s BTC Holdings as of 31 March 2021?

From Note 3 in Tesla’s 10Q the fair market value of their BTC as of 31 March 2021 is some US$ 2.48 billion.

Using Yahoo Finance data, the closing price of BTC on 31 March was US$ 58,918.83.

That equals BTC 42,901.81. US$2.48 billion divided by US$ 58,918.83.

That number is in agreement with Chuck Jones’ calculation.

Shawn’s number differs because he’s using a profit of US$ 101 million on the March BTC sale, due to his including the US$ 27 million impairment as a component of the sales proceeds. Therefore, his cost of sale is US$ 171 million not US$ 144 million.

By my calculation the carrying value of Tesla’s BTC portfolio is US$ 31,621.36 as of 31 March 2021. US$1.331 billion divided by 42,091.81 coins.

But that is an adjusted cost after the US$ 27 million impairment. (Also disclosed in Note 3).

First cut.

To determine the original purchase price of the remaining BTC we have to add back the US$ 27 million impairment charge. That means the original cost of the Bitcoin remaining after the March 2021 sale but before impairment is actually US$ 1.358 billion.

Note the implicit assumption that the impairment was taken after the March sale.

On this basis the historic cost per Bitcoin is US$ 32, 262.81.

But another wrinkle.

As Shawn Tully points out, reconciling the balance of the BTC holdings results in a US$ 2 million difference.

That is, Tesla purchased US$ 1.5 billion sometime between 1 January 2021 and early February. The last purchase would have had to occurred some time prior to 8 February.

Why?

Tesla first announced the purchase in its 2020 10-K which is dated 8 February.

As per note #3 in Tesla’s 10Q Tesla recognized gains of US$ 128 million on the BTC sale and took a US$ 27 million impairment.

As per my understanding of the required accounting, the impairment is unrelated to the sale.

From the Consolidated Statement of Cash Flows, we see that Tesla received proceeds of US$ 272 million from the BTC sale. If the recognized gain on the sale was US$ 128 million, then the cost of the BTC must be US$ 144 million.

(Note that is 9.6% of the original purchase amount and would seem confirm Tesla’s 1Q statements that it sold 10% of its original holding)

US$ 144 million plus US$ 27 million equals an expected US$ 171 million decrease in the balance of BTC from first purchase through 31 March 2021

But that amount is US$ 2 million more than the net change in BTC holdings—US$ 169 million.

Is this due to rounding? Or to vehicle purchases using BTC? Or a combination of both?

We don’t know.  Sadly, a question that might have shed light on this issue was not selected for the Q&A on Tesla's 1Q Call.

We also don’t know what the US$ 27 million impairment charge relates to.

Is it the original BTC purchase? Or BTC received for car purchases? Or both? Or something else?

Scenario #1

If we assume there were no material car purchases with BTC and use the US$ 1.358 billion figure above, the original historic purchase cost per “coin” is US$ 32,262.81.

Tesla would have had to sell 4,463.34 BTC to equal the US$ 144 million cost of BTC sold in March.

The original number of BTC bought would then be 46,555.15

You’ll notice this equals US$ 1.502 billion at the estimated historic cost above. Thus it includes the unexplained US$ 2 million “difference”

Scenario #2

Same assumptions as Scenario #1, but US$ 2 million assumed rounding differences is excluded. The original cost of the BTC purchase is US$ 1.356 billion. That gives an original purchase cost of US$ 32,215.30 per “coin”.

In this case Tesla sold some 4,469.93 BTC.

Under this second scenario, it would have originally bought 46,561.73 BTC

Key Accounting Considerations

Under ASC-350 and ASC-820, once fair value is lower than carrying value, Tesla must make a one way adjustment in carrying value via an impairment charge.

If fair value later increases, the impairment can not be reversed. (Question #6 pages 6-7 in the AICPA publication linked above)

However, on sale of BTC in the future, the difference between carrying value (reflecting any impairments) and sale proceeds will be recognized as “profit”. 

Thus, if fair market value has increased but not carrying cost, Tesla would recapture the difference between FMV and carrying cost in additional profit on the sale.

Implications of Accounting Rules

It would be interesting to see if Tesla or any of its senior officers announce BTC initiatives or tout BTC when the price of BTC appears in “danger” of declining below the carrying value in Tesla’s financials: US$ 31,621.36 as of 31 March 2021.

It will also be interesting to see if Tesla conducts any additional sales to offset any future impairments.

March 2021 BTC Sale

The Scenario #1 and Scenario #2 estimates for the number of BTC sold are very close. So let’s use the arithmetic average of both. That’s 4,466.64.

Using this number, the average price received on the March sale was roughly US$ 60,895.95. US$ 272 million divided by 4,466.64.

If you look at the Yahoo Finance historic prices for BTC, you’ll see several days that might be candidates for a sale, e.g. March 14^th.

 

The Sad State of BCP and Cyber Risk Planning at Financial Market Infrastructure Institutions

Nine Years Thundering Toward the Station
Alas, Yet to Arrive

Here I am again making what no doubt could be labeled as an “overdue wake up call” by the chronically somnolent or perhaps as a “sobering fact” by the habitually intoxicated.

On 21 July the BIS Committee on Payment and Market Infrastructures published a joint report with the Board of International Organization of Securities Commissions on a level 3 evaluation of implementation of Principles for Financial Market Infrastructures (PFMI).

Before beginning my rant, a couple of notes.

The PFMI were issued in 2012, which would appear to be some nine years ago, if my arithmetic is correct.

The PFMI were issued to set standards for Business Continuity Planning (BCP) and Recovery of Operations for systemically important and therefore critical financial market infrastructure institutions:

• payment systems (PS)

• central securities depositories (CSD)

• central counterparties (CCP),

• securities settlement systems (SSS) and

• trade repositories (TR).

To be clear we’re talking about payment systems, e.g., CHIPS, CHAPS, Fedwire not individual banks. For the other categories, some US examples: DTCC, NSCC, FICC, etc.

The rationale is to require these critical market infrastructure institution to have effective BCPs to restore service in the event of disruptions. In that regard think of power blackouts, 9-11, and yes cyber attacks.

Here is the link to the BIS CPMI page on the PFMI which contains additional details.

In addition to the PFMI, you will notice that there are also an additional eight guidance papers on implementation of the PFMI.

Among those there is a 2016 guidance paper on cyber risks. Applying the same arithmetic as above, that would appear to be five years ago.

The July joint BIS CPMI/IOSCO-OICU IMSG (Implementation Monitoring Standing Group) reviewed the business continuity planning practices at a sample of 38 FMIs from 29 jurisdictions during 2019-2020.

The sample comprised 14 PSs, 15 CSDs/SSSs, five CCPs and four TRs.

The study was conducted by reviewing responses to a questionnaire.

That is, based on assertions made by the respondents rather than an on site investigation.

If you’re like me, you might find that a bit chilling given the results. 

If you're willing to self-certify to failure, isn't it likely the the failure is even more egregious?

So what were the findings?

1.2.1 Timely recovery in the event of a wide-scale or major disruption

The IMSG has identified one serious issue of concern, which is that the business continuity management of some, and potentially many, FMIs does not seem to “aim for timely recovery of operations and fulfilment of the FMI’s obligations, including in the event of a wide-scale or major disruption”, as expected by the Operational Risk Principle (Principle 17). Furthermore, based on the information provided by the participating FMIs, there are doubts about whether their business continuity plans are designed to “ensure that critical information technology (IT) systems can resume operations within two hours following disruptive events” and “enable the FMI to complete settlement by the end of the day of the disruption, even in case of extreme circumstances” as expected by KC6. [That’s Key Consideration 6 in Principle 17]. Given this is a serious area of concern, the CPMI and IOSCO expect the relevant FMIs and their supervisors to address this as a matter of the highest priority.

Given that the PFMI were issued some 9 years ago and implementation is still deficient, the use of the term “highest priority” is perhaps both an indication of importance as well as a bit of sarcasm. That being said, the IMSG only “expects” this to be done. No doubt as they have expected implementation over the past nine year.

The IMSG’s findings continue:

While almost all of the surveyed FMIs indicated that they have business continuity plans (BCPs) designed to meet this requirement, there is evidence that leads the IMSG to question this. In terms of specific evidence:

• A few of the surveyed FMIs do not explicitly aim for the 2hRTO, even for wide-scale physical (noncyber) disruptions.

• One of the surveyed FMIs acknowledges that its secondary site does not have a distinct risk profile from that of its primary site.

• A small number of FMIs stated that they did not have alternative arrangements to allow for the processing of time-critical transactions. Of those that did have such arrangements, some relied solely on manual and paper-based alternative arrangements.

• A few FMIs indicated that they do not have specific plans to mitigate potential widespread staff unavailability. This suggests that these FMIs may have difficulty completing settlement if this were to occur.

“Mighty disappointing” to use a technical financial market term.

Inverse kudos to the respondent that apparently will rely on manual paper-based systems. Systemically important FMIs are likely to be ones that process “lots” (that’s another technical financial term) of transactions.

But you ask what about cyber attacks?

1.2.2 Cyber risk

Principle 17 states that “[a]n FMI should identify the plausible sources of operational risk, both internal and external, and mitigate their impact through the use of appropriate systems, policies, procedures, and controls…” The IMSG has identified one issue of concern, which is that a few FMIs in the sample did not provide specific BCP objectives with respect to cyber risk. Among the FMIs that have specific BCP objectives with respect to cyber risk, only a few explicitly acknowledged the breadth and depth of potential cyber attacks and the complexities of cyber risks that their BCPs may not be able to cover.

While not as serious as the previous risk in the assessment of the IMSG, I think this qualifies as very serious.

• The probability of a cyber attack may be higher than some of the other risks of disruption and the impact much greater.

• If computer networks are hacked, critical information even that at backup sites may be unavailable or destroyed.

Particularly, if the attack is the work of a state actor.

That would be a different kettle of fish than a natural disaster. Or even a 9-11 style attack.

Analyzing GFH's 1Q2021 “Incredible” Performance

Whether It is Counting or acCounting
AA Helps You Keep the Numbers Straight
(Professional Actor - Not AA)

According to the headline numbers from GFH’s short form press release on its 1Q2021 performance, GFH had an “incredible” quarter.

Net profit including Non Controlling Interests (NCI) share was some US$ 19.3 million compared to US$ 6.8 million for the comparable period last year.

Profit attributable to GFH’s shareholders (excluding NCI) was some US$ 16.1 million versus US$ 5.1 million the year earlier.

That’s 3.2x last year!

Wow!

But strangely GFH’s equity attributable to its shareholders only increased US$ 4 million from FYE 2020.

Similarly total equity including NCI was up US$ 8 million from FYE 2020.

What happened?

What accounts for the “missing” US$ 11 to 12 million?

Normally we would begin by looking at the Statement of Comprehensive Net Income which usually follows the Statement of Net Income.

Examples from Conventional Banks in Bahrain.

BBK 1Q2021. 

Investcorp 3Q2021. (Recall the Investcorp’s FYE is June for no doubt some excellent reason which I was told was to prevent having to issue audited financials some years back when the results would have been “mighty disappointing” to use a technical financial term.)

But it seems that Islamic Banks in Bahrain are not obligated to provide a separate Comprehensive Income statement.

See Al Baraka’s 1Q2021 report here. And note their auditors are a different firm than GFH’s.

So what to do?

Off we go to the Consolidated Statement of Changes in Shareholders Equity where those sort of entries would be recorded.

There you will notice two amounts US$ 4.479 million (fair value changes) and US$ 8.280 million (disposal of sukuk) for a total of $12.759 million being deducted from net income.

You will notice that after these transactions there is a line labeled “Total recognized income and expense”.

This is the equivalent of “comprehensive income”. But “buried” where you might miss it.

That is why as I have argued before it is critically important to look at Consolidated Statement of Changes in Shareholders’ Equity. 

Not only to catch “comprehensive income” when there is no separate income statement for that. But also to see what other entries are affecting equity which are the economic equivalent of “income” and “expense”.

What’s behind these entries?

For those assets that are carried on the balance sheet at “fair value” as opposed to historic cost, accounting standards allow banks to recognize changes in fair value of those assets in two ways:

• The first is to recognize the change in value (whether plus or minus) in the income statement (FVTIS)

• The second is to recognize the change directly in equity (FVTE). So the change does not appear in the income statement.

In 1Q2021, the assets that GFH holds as FVTE had an aggregate net “loss” of fair value prompting a US$ 4.479 million charge to equity. This charge is non discretionary. It is an “expense” in "comprehensive income".

However, the US$ 8.280 million was discretionary.

GFH decided to sell the sukuk

When a FVTE asset is sold, the profit or loss on the sale must be recognized in the income statement.

In order to prevent “double counting” of profit or loss already recorded in the fair value reserve when an asset is sold, the previously recorded profit or loss must be subtracted from the fair value reserve.  

As hopefully is clear from these entries, the impact on shareholders' equity is nil when those two amounts are equal.

When the profit or loss on sale differs from that already recorded in the fair value reserve, then the impact on equity will reflect that difference. 

For example, let's suppose GFH sells an asset for a US$ 8 million profit but has (already) recorded only US$ 7 million increase in the fair value reserve.  

In this case, GFH's equity will increase by US$ 1 million.  If the situation is reversed, GFH's equity will decrease by US$ 1 million.

To be fair by selling the asset, GFH has “locked in” the profit on the sale.

Removing the US$ 8.280 million from the reported US$ 16.1 million in net income lowers net income attributable to GFH shareholders to some US$ 7.8 million.

But what’s the point of all this?

Income is income, isn’t it?

Yes, but.

As noted above, GFH has the “discretion” to decide when to sell an asset. And thus when to declare a profit.

Even though moving the profit to income has no real impact on shareholders’ equity. The needle doesn’t move as they say.

Having that option can be quite handy.  Particularly if one expects that one's shareholders aren't bright or industrious enough to see that the "profit" has already been booked.

To be fair, we don’t know if GFH was taking advantage of particularly favorable market circumstances that might not occur again to sell the sukuk.

Or if it was seeking to manage its earnings upwards.

If we then remove the US$ 4.479 million change in fair value from reported income, that further lowers  income to US$ 3.321 million.

As you will notice, there were no items in comprehensive income in GFH’s 1Q2020 financials.

On this basis 1Q2021 wasn’t “incredible” at least in the positive sense of that word.

Based on Comprehensive Income, it was actually lower than the previous year.

However, we're not done yet with the analysis.  

If we look beyond “Comprehensive Income” to other items that I have argued are economically income and expense. we will see additional entries in both periods which further affect economic income.

1Q2020 was particularly brutal – net charges of US$ 25.8 million. 

1Q2021 had a gain of US $ 4.8 million.

On that basis, 1Q2021’s positive result looks much better compared to a rather disappointing 1Q2020 negative performance.

“ كل لبيب بالإشارة يفهم “

Why Hasn’t GFH “Grown” Its Equity Since FYE 2016?

Sometime it's the quality of the soil
Sometimes the climate or lack of water
And sometimes the farmer himself

 Key Points

• GFH’s equity has “grown” a mere US$ 5 million between FYE 2016 and FYE 2020, despite GFH having earned US$ 90 million net of cash dividends. US$ 292 million in net income less US$ 202 million (cash dividends).

• Market making activity and Treasury Share Accumulation cost GFH’s shareholders US$ 146 million.

• GFH also canceled US$ 50.5 million in Treasury Shares leading to another economic loss not captured in its financials though the vagaries of accounting.

• Beyond that, other transactions, largely related to losses incurred on acquisitions totaled US$ 88.5 million, not including the US$ 60 million charge related to KHCB’s BD 60 million AT1.

On 22 May GFH announced that its live webcast on 20 May on 1Q2021 results had been successful.

During the Q&A session the moderator read a question from an unnamed shareholder.

The next question is, while the group has managed to increase its assets, liabilities, and AUM, but not its equity, could you shed some light on the declining equity? 

Suryanarayanan Hariharan, GFH’s CFO responded:

There has been a marginal increase in the equity as of 31st March 2021. Despite the profit, there’s also a fair value movement of our treasury portfolio, which is captured on the equity, and for Q1 2021, there was a drop in the fair value movement, and that touched on the equity for the group. 

That didn’t seem like a completely satisfactory answer to me.

It omits the fact that the US$ 8.280 million in profit on the disposal of a sukuk was already reflected in equity. And, so, even though it appeared on the income statement, it did not increase equity. 

And also that the shareholder seemed to be asking a question about more than the change in equity from FYE 2020 which as noted by GFH’s CFO was positive..

But I didn’t “attend” the webcast so perhaps this is summary of a longer exposition with details “lost in condensation”.

In any case, I thought it would be an interesting topic to look at the “evolution” of GFH Group Shareholders’ Equity.

I chose the period 2017 through 2020.

Some methodological notes:

1. GFH’s Consolidated Statements of Changes in Shareholders’ Equity is the primary source document for information.

2. The focus is on changes in the equity belonging to shareholders of GFH Financial Group. To be clear that excludes the NCI.

3. Calculations reconcile to the changes in that equity. And so as outlined below miss one rather large economic loss

So let’s start with an overview of changes in Group shareholders’ equity over the period.

There really has not been much of a change over the period. US$ 5 million only.

Over the four year period, GFH has declared US$ 292 million in comprehensive income and has paid cash dividends of US$ 202 million.

That should lead to a US$ 90 million increase in equity.

From the chart above it clearly has not.

GFH is ’“short” some US$ 85 million.

So what accounts for the difference? 

Let’s go through the categories starting from the bottom.

TS Loss – Is the loss incurred on selling Treasury Shares.

Note this does NOT include the economic loss on GFH’s cancellation of some US$ 50.5 million of Treasury Shares in 2019.

Why not, after all my ranting and raving about this being a totally incomprehensible act that was to the detriment of the shareholders?

It’s not included because this transaction was netted against outstanding shares so the effect on shareholders’ equity was nil. In a master stroke of financial skill, GFH then issued US$ 55 million in bonus shares so that paid in capital remained unchanged. And I am reconciling to the equity as presented.

Despite that, it is still a loss to shareholders because GFH could have sold those shares in the market. It probably wouldn’t have recovered all of the US$ 50.5 million. But it would have recouped a good portion. That would have been of more benefit to shareholders than canceling the shares.

Or alternatively, it could have foregone issuing bonus shares by just distributing the Treasury Shares to its shareholders.

Net +/- TS – Is the net change in the US$ value of Treasury Shares, that is, purchases (a negative) against sales (a positive). Again this doesn’t include the share cancellation mentioned above for the same reconciliation reasons.

Emp Shares – Are purchases of Treasury Shares for GFH’s employee stock incentive program. A negative number is an acquisition of shares, a positive number the issuance of shares to employees.

Other – Is a collection of all other entries to Group Shareholders’ Equity.

As you’d expect this includes recurring items such as zakat and charity contributions. But there are some one-off items.

Let’s step through each year looking at major entries in the Other category to see if anything else catches our eye.

Each year’s total for Other is given should you want to explore for more detail on your own.

2017 (Total for the Year US$ 252 million)

• US$ 293 million in new stock issued. Some shareholders in GFH projects (Tunis Bay and India) gave GFH their shares in those assets in exchange for equally good GFH shares. This is a non cash transaction.

• US$ 37.5 million charge related to acquisition of increased share of the projects acquired in the stock exchange. Not broken down. KHCB and MGIC (Morocco) appear to be responsible. Probably primarily MGIC.

2018 (Total for the Year US$ 20 million charge)

• US$ 17 million in charges (via restatement) for adoption of FAS 30.

2019 (Total for the Year US$ 39 million charge)

• US$51 million charge for acquisition of additional interests in pre-existing investment with no change of control. Related to Tunis Bay and Residential South Real Estate Development Company (RSRED).

• US$ 14 million credit related to FX rate changes.

2020 (Total for the Year US$ 89 million charge)

• US$ 60 million charge related to KHCB AT1 purchase.

• US$ 14 million charge related to revision of financing terms. Likely KHCB related.

• US$ 18 million charge related to FX rate changes.

• US$ 4 million grant from Govt of Bahrain related to Covid and probably to KHCB.

Looking at items in Other, the US$ 88.5 million in charges related to Tunis Bay, RSRED, KHCB, and MGIC have yet to prove their value.

Some general observations;

• It’s not generally considered a sign of success when you wind up buying an incomplete project investment back from a client at a higher price than you sold it. Particularly when there’s no real “market” price.

• If the project has really increased in value since the initial sale, why would the investor want to sell now? Presumably that value will continue to increase as the project completes.

• If the seller is motivated to sell for liquidity or other reasons, wouldn’t that tend to decrease its pricing “power” in negotiations?

• If the buyer alone can unlock the value of the asset, then shouldn’t he or she have some leverage over the purchase price? After all, the buyer hopefully intends to make a profit on the project. If the re-acquisition price is too high, then the profit will be smaller than envisioned.

• The identity of the investor can also play a role in the price negotiations. Big fish or VIS, whatever you might like to call them, probably have more leverage.

• As I’ve noted before when a sale is concluded via the exchange of boot (non cash items), value can be rather hard to “pin down”. But perhaps easier to manage.

• GFH shares are no doubt more liquid that TBC, RSRED, MGIC. Thus, offering an investor a much easier way to exit. Particularly, if attempts were made to keep the share price “stable”. That might also explain why GFH “experienced” a persistent considerable and uncharacteristic loss on its “market making” activities.

Among the remaining items only the US$ 60 million charge related to the KHCB AT1 sticks out. This was probably unavoidable. GFH didn’t have any good options in the situation.

Summary

If we assume that the employee stock incentive is a worthwhile endeavour and not just another way to accumulate Treasury Shares, then the loss on market making of US$81 million and US$ 65 million in net TS purchases—totaling US$ 146 million—were probably not in the best interests of shareholders in general. Though perhaps some big fish may have benefited.

When the 2019 cancellation of the US$ 51 million in Treasury Shares is added in, we’re talking about some real money. Roughly equal to the cash dividends GFH paid over the period.

Adding the items from Other, particularly the US$ 88.5 million that I’ve flagged above, and it’s not a “pretty picture” to use a financial term of art as well as an homage of sorts for a former GFH senior officer.

All that said, the question for shareholders is how they evaluate GFH’s management’s performance.

C'est bien dit, mais il faut cultiver leur jardin.

What are GFH’s Motives for Acquiring KHCB Shares?

لولا اختلاف النظر، لبارت السلع  

 Summary of key points in this post.

• 45% premium over market on 13.64% of shares from Shuaa and Goldilocks.

• Tender offer proposed for remaining 30.95% of shares

• Favorable Impact on GFH’s Consolidated Shareholders’ Equity

Background

On 6 June GFH announced it had increased its shareholding in KHCB from 55.41% to 69.05% as part of the “Group’s strategy to increase its ownership in KHCB.”

On 7 June GFH provided further details as follows:

With reference to GFH Financial Group’s announcement dated 6th June 2021 pertaining to the subject matter, GFH would like to announce that the increase of ownership in Khaleeji Commercial bank was pursuant to a sale and purchase agreement between GFH along with Shuaa Capital and Goldilocks Investment Company, to acquire their stake of 121,726,795 shares for a total of BD 8,764,329.240 equating to BD 0.072 per share.

On 8 June GFH announced that pursuant to Central Bank of Bahrain requirements regarding takeover and mergers, it had approached KHCB’s Board to make a proposed voluntary takeover offer for the remainder of KHCB’s shares.

Deal Analysis

According to the trading data from the Bahrain Bourse, during the period 4 January through 3 June 2021, the average price of a KHCB share was BD 0.050 (rounded to 3 decimal places). Typically the share trades at roughly 50% of book value.

The BD0.0720 acquisition price represents a 45% premium to the average trading price.

Since the GFH acquisition, the price has increased to just below BD 0.070 perhaps in anticipation of GFH offering the same BD 0.0720 price to remaining shareholders.

Apparently, KHCB is quite a valuable asset.

Though one might not have thought so from the fact that

• KHCB required an additional BD 60 million in capital to meet CBB requirements

• GFH had to buy the entire AT1 instrument

Or maybe you read Fitch Ratings comment on KHCB in their reaffirmation of GFH’s B credit rating. (That rating is below investment grade, if you didn’t know)

Following a balance sheet clean-up exercise in recent years KHCB's asset quality has been improving but is still weak and lags higher-rated peers'.

In any case I hope you are confident that the fact that Shuaa and Goldilocks are related parties had no effect on the 45% premium.

That being said, the size of the premium is perhaps perplexing. 

Neither Shuaa nor Goldilocks were inclined to participate in the AT1. That would seem to evidence a lack of faith in KHCB's future.

One might think of them as perhaps motivated sellers of KHCB. 

It is perhaps also difficult to imagine that there were other serious bidders interested in acquiring a minority stake in company where a single shareholder had control.

But then the ways of the market are mysterious and magical. Especially in the land of flying carpets.

Despite the premium, if you look at this earlier post on Goldilocks, you will see that Goldilocks acquired its stake in KHCB from Shuaa for BD0.096 a share. You will also note that KHCB didn’t pay any dividends since Goldilocks’ purchase.

So on this transaction Goldi has a roughly 25% loss from original cost.

No wonder Shuaa doesn’t publish data on Goldilocks’ performance, contrary to previous years.

In the post referenced above I also wondered if Shuaa had held on to its then 3.88% stake.

It certainly appears so because GFH says it bought shares from both Shuaa and Goldilocks and Goldilocks shareholding was 9.76% according to KHCB’s announcement.

Motives for the Transaction

So what is motivating GFH’s acquisition of KHCB?

Only GFH knows for sure but we can explore some possible rationales. 

I've selected two for discussion:

• Overlooked gem
• Increase in GFH equity beyond the purchase price

Other possible reasons for the transaction could be “civic duty”, etc. And more than one motive may be operative.

As you read, you can decide for yourself which, if either, is the more compelling one.

Overlooked Gem

The market has fundamentally undervalued KHCB.

The canny folks at GFH are about to get KHCB “on the cheap”.

Thereby reaping rich rewards long into the future.

Accounting Magic

The key drivers of the appeal of this motive are two “facts”:

• KHCB’s book value per share exceeds the acquisition price

• GFH uses the book value—not the market or fair value—of KHCB’s assets and liabilities (and thus by the process of subtraction also KHCB’s equity) to prepare its consolidated financials.

As of 1Q 2021 KHCB’ s Book Value was roughly BD 0.160

By acquiring the shares GFH stands to benefit from the difference between book value (BD 0.16) and the purchase price (BD 0.072) and the happy application of rules for consolidated financial statements.

121,726,795 shares at BD 0.088 equals roughly BD 10.7 million or US$ 28.4 million.

Compare that to the BD 8.8 million purchase price. 

A not inconsiderable gain on purchase.

You might well ask:

“How can that be? The P/B ratio is well below one. This can’t make economic sense.”

As I’ve posted here before, accounting does not always reflect economic reality.

Here’s how it would work in detail.

Recall that in its consolidated financials GFH records 100% of KHCB’s assets and liabilities in its (GFH”s) balance sheet using the values appearing in KHCB’s balance sheet. Their book values.

Therefore, net assets (equity) are also reflected in GFH’s financials at book values.

As the final step GFH allocates those net assets between shareholders in the Group and Non Controlling Interests (NCI) in the Consolidated Statement of Changes in Shareholders’ Equity based on their respective ownership/voting rights.

With the acquisition of an additional 13.64% in KHCB shares, GFH’s share of the net assets (total assets minus total liabilities) in KHCB will increase.

This increase in equity attributable to shareholders of GFH will be accompanied by a corresponding decline in equity attributable to NCI in GFH's financials.

If its tender offer for the remaining shares is accepted and completed, an additional increase in Group shareholders’ equity will occur.

Depending on the percent take up on the take over offer, the component in NCI related to KHCB may disappear from GFH’s financials.

But there is indeed more!

You will recall (and if you don’t here’s the link to that post) that in connection with its 2020 purchase of KHCB’s AT1, GFH was required to reduce its consolidated equity attributable to shareholders of the Group by US$ 59.9 million in its FY 2020 financials.

The US$ 59.9 million reflects the excess (positive difference) between (a) GFH’s “contribution”--the amount of the AT1-- and (b) GFH’s share of KHCB’s net assets based on its percentage shareholding in KHCB.

Now that GFH owns 69.05% of KHCB, it is entitled to “recover” some of that amount.

Similarly, it will also have to absorb some of the US$ 14.3 million share of issuance costs levied against the NCI in 2020. Perhaps as much as US$ 4.4 million.

We should see the impact of the 13.64% KHCB share acquisition most likely in GFH’s 2Q2021 financials.

Keep your eye on GFH’s financials to see if my prediction comes true and how the related entries are handled.

Are they disclosed separately as in 2020?

Booked directly to equity?

Or perhaps to income?