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Management Interactions, Company and AGM Visits
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Message Icon Topic: Opto Circuits Management Call 24 Sep 2009 Post Reply Post New Topic
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deepinsight
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Quote deepinsight Replybullet Posted: 25/Sep/2009 at 1:16pm
The ROE discussion is quite fundamental and is in line with getting our arms around how the management think on financial management, profitable growth, discipline to say no to growth for the sake of growth's sake, etc.
 
In defense of Opto's case, most of their acqusition have been cheap or reasonably valued and then they have created value by improving margins. So the ROE numbers on individual acquisitions/projects should be quite high. 
 
Criticare by moving manufacturing operation's to India. Eurocor was also bought quite cheap and the gains would come from bringing them to market via the established channels. Plus there is the option value from getting CE/FDA approvals of their stents/catathers.
 
I remember a few years back they almost bought something  in France. I remember Mr. Ramnani saying that the price was becoming high and they were disciplined to walk away.
 
Having said that, it would be really illuminating to get answers from management from Basant's question. It would give us an insight on managements grasp of the key drivers of business building (side stepping mistakes from other companies). 
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CHINKI
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Quote CHINKI Replybullet Posted: 25/Sep/2009 at 4:18pm
Originally posted by basant

The biggest yardstick of management compatibility is RoE and if the RoE falls the pressure would come on growth since growing in excess of RoE for longer lengths of time is very difficult.I would have definetely liked to have the management's view on this.
Originally posted by valuepicks

Basantji, this makes sense. However, the immediate concern seems like addressing high cost debt and other areas where funds would be utilized. Probably they are prepared for a lower RoE.Their text: "We didn’t want to be in a situation where should another suitable opportunity arise, we are unable to tap that. "

It is also indicating their they have some other acquisition in mind, if not sooner but later. They might raise debt then, as need be. And this move is to strengthen their balance sheet, for a likely need in future.

Somewhere else, they also said that while promoters maintain their stake through warrants, retail investors would have a low EPS scenario shortly. So, probably this equity dilution has many financial compromises.

Originally posted by basant

I have very little knowledge of the business but why would any company retire debt on which it costs less then 9% (12%less30% tax if they pay tax) by issuing equity especially when the RoCE is more then the cost of debt. How can that deal be RoE accretive?

c) Why wasn’t raising additional debt a better option, given that D/E can still probably be within 1.5, even if the entire Rs.400 Cr was taken on

Raising further debt was certainly possible, and was considered. That kind of money through debt on top of our existing high cost debt, would have meant we would be fully leveraged. We didn’t want to be in a situation where should another suitable opportunity arise, we are unable to tap that. Raising the money through equity dilution at this time means we are fully funded for now, we can retire some of the high cost debt, strengthen the balance sheet, and therefore retain the flexibility to leverage a stronger balance sheet, should the need arise.

Since I was part of the group which met the management yesterday, I would like to add few things:

1) Mr. Ramnani seems to be disturbed by the events which happened since last year and the root cause for most of those things was "LEVERAGE". This is quite understandable as they cater to US and European markets which were worst affected.

2) He kept repeating many times during those 3 hrs on different topics & occasions that, forget last year and He kept telling people not to venture/invest for anything. Just consolidate. Don't do anything which involves extra investment of money.

3) Since my interaction with him during the last AGM and subsequently during last interaction with him at his office, I could make out he is very focussed on his business. He knows there is good margin in the margin and huge potential which they have just scratched tip of it. So why break head for few margins while he can make more money at the same time with less efforts!!

When we had raised during our last interaction regarding hedging the loan which they had taken to acquire Criticare, he clearly said, we are in the medical instruments business and do not want to get into any other things which distracts them from the original mission. It was simple and vanila hedging without any complex features (may be he was aware that many companies had got into major financial problems by getting into complex derivatives).

4) I don't think they have anything on table regarding acquisition. But he always wanted to keep things simple and be reading whenever any opportunities come.

They are of the view that the present high cost loan which they had taken is costing around 2% more than what they can take it for working capital requirement.

They are also not sure of the market (stock price). They felt that they can focus on their regular work once this baggage was removed. Hence they went ahead with the QIP.

5) They were also happy that they could get long only funds to subscribe for this and not any hedge funds.

6) Inspite of all these acquisitions, Opto has been maintaining 34%, 39% & 41% respectively for the last three years. While ROCE has taken a dip (20%, 30% & 20%) during the last year and the culprit being interest.

7) Pricing offered for the acquisition is debatable, but the advantages will start benefitting Opto from this year.

One example which Donald had mentioned is WHO order. Because of Criticare acquisition, they could participate in the tender with only 3 more companies eligible to take part in the tender.

The size of the order is around 2L monitors. Till date Criticare has sold around 2L monitors in different countries. Imagine getting such a huge order which has to be supplied in next 2 years???

8) Lastly, I had mentioned to him during last AGM that what is the point in giving Dividend and taking loan from the bank for working capital requirement?? Since ROE is high, many of the investors may not find a avenue to invest where returns can be so much?? He says, He does not believe in rewarding the shareholders after companies reach some stage. They should keep getting benefited (read it as bonus and dividends) as company keeps crossing different milestones".

Trust I have clarified the doubts.

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CHINKI
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Quote CHINKI Replybullet Posted: 27/Sep/2009 at 12:56pm
First of all, on behalf all TEDDies I would like to thank Mr. Donald for having created this opportunity to meet Mr. Chairman along with other two senior executives. His passion for detailed research on Opto has impressed the Chairman so much that, all three of them talk to us continuously for three hours. They answered all our questions patiently without bypassing or neglecting even a single of them. Infact they had lot of patience to explain in detail about some of those medical equipments & stents, since coincidentally all three of us are Engineers!!!

Mr. Donald has already explained all the points in detail. I just would like to add few more:

1)Sales Target of USD 1 Billion by 2014: This works out to 42% CAGR only. Infact Opto’s Sales has grown more than this rate for the past few years. Mr. Chairman accepted that most of this revenue increase has come from the acquisitions.   While he was upbeat about the future potentials of Eurocor as well as Criticare, he was not so optimistic about acquisitions. He agreed that this is a conservative target and they should able to achieve this without any acquisitions. If any bulk orders are received or acquisitions takes places, the scenario changes automatically.

They assured that they should able to maintain current Net Margins as well as ROE if not better.

2)     Mr. Chairman is very cool and calm. Looks like he plans well in advance lot of alternatives for each of the work so that Company’s target/focus are not compromised. One such example is SEZ. As we all know, the present factory place has got SEZ benefits extended by one year. More than a year back, they have purchased 35 acres of land (out of which 28 acres are declared for SEZ) directly from the farmers near Mysore. Last year, they have made the payment to State Government for 250acres of land at Hassan. They took few areas in Vizag SEZ on lease for Rs.7/-per SFT. They have an offer from SE Asian Country to start the production from that place.    They will take a decision regarding the location of SEZ after the AGM.

3)Lot of discussions have taken place regarding Dilution. Mr Chairman is clearly aware of the limited financial capital availability for small firms like his. He is also aware that there is a limit upto which they can dilute the company’s equity .

Future, they are planning for Holding Company concept where individual companies will raise money on their own on the strength of their balance sheet. Plan to list each one of them after they achieve critical sales & profit is also on the minds of Chairman. But that anyhow is may be 5year later story.

4)He does not feel threatened / intimidated by the big players. Infact he thinks that they will take advantage of his company’s low cost manufacturing base. He feels market is too big and all of them can easily share that. To a question of what is the company’s stand if a bigger company in the same field, want to acquire his company, he says let us not hypothise and worry about such situations. We will take the decisions accordingly as per the requirements / circumstances.

5)Both Eurocor and Criticare expected to take off (in terms of sales) from this year onwards with DIOR and MAGICAL stents in the case of former and with Criticare, increase in net margins due to complete integration with the parent company as well as synergizing of marketing efforts.

6)Mr. Chairman has also lined up few more novel schemes like the Speciality Ambulance Business (which is mentioned in their Annual Report) which will not only increase their product sales but also get vide coverage/advertisement for their products.

7)Loans have gone up from 88.29Cr (FY08) to 513.53(FY09). This is basically due to Criticare Acqui-sition (200cr + 100Cr for its working capital requirement) plus the increase in working capital requirement due to increase (60%) in sales.

8)Provisions also have gone up from 80Cr to 119.85Cr in FY09. I was under the impression that they would have made some provisions for any claims. But it is for MAT for the next 2 years which they have to do provisioning.
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DFrancis
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Quote DFrancis Replybullet Posted: 28/Sep/2009 at 1:01pm
Originally posted by CHINKI


1)Sales Target of USD 1 Billion by 2014: This works out to 42% CAGR only. Infact Opto’s Sales has grown more than this rate for the past few years. Mr. Chairman accepted that most of this revenue increase has come from the acquisitions.   While he was upbeat about the future potentials of Eurocor as well as Criticare, he was not so optimistic about acquisitions. He agreed that this is a conservative target and they should able to achieve this without any acquisitions. If any bulk orders are received or acquisitions takes places, the scenario changes automatically.


I want to add a qualitative comment/caveats here. The above were "leading" questions form Chinki:); Yes, Mr Ramnani did not rebut/deny the leading assumptions from Chinki, but Chinki sort of forced him to agree, and say Yes:)

My understanding is that the Management is not making such forward-looking statements. On record, they are maintaining a 30-35% growth scenario for the medium term. Don't bank your investment on a 42% CAGR assumption, its certainly a tough job to achieve, there are many tough milestones to cross, and business uncertainities remain. USFDA approvals, one of the main drivers, is still some distance away. The moment they get that, its very likely that the biggies like J&J, Boston Scientific, Abbot Laboratories will start aggressive tactics towards a new player threatening to disrupt their hold over the market. Litigations and litigation settlement expenses play a very big role in the Invasives segment. For Boston Scientific, legal settlement charges were 300-800 $Mn. almost every year since 2006. http://investing.businessweek.com/research/stocks/financials/financials.asp?ric=BSX

Assume a 30-35% growth if you will, more than that is a bonus you should be happy with:)
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DFrancis
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Quote DFrancis Replybullet Posted: 28/Sep/2009 at 1:09pm
Originally posted by valuepicks

Francis ji,
 

Thank you for posting this.

 

Just wondering how do you recollect everything. Do you carry a voice recorder for these management discussions? Are they allowed? Or is it from quick notes that you make?

 

 


Valuepicksji,

Thanks for your interest. No I didn't carry a recorder, nor did I take any notes. Its a gift I have discovered, of late:). Yoga and Meditation certainly helps - you can remain completely focused on the discussion, on what is happening at the moment!(shutting out everything else). If you can do that, the entire thing remains fresh with you; ofcourse the trick is in capturing it immediately!

If you are curious to develop a gift like that, you can try the courses from Art of Living foundation.

Cheers
Donald

Edited by DFrancis - 28/Sep/2009 at 2:52pm
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Quote DFrancis Replybullet Posted: 28/Sep/2009 at 1:21pm
Originally posted by shadows

Thanks Francis ji for all ur hard work........I have a small doubt........regarding shareholder-friendly!!!! Can it repeat the history of rewarding the share holders in terms of stock price increase for those who entered now in to it fir the next 4/5 years......Big%20smileThanksShadowS


Shadowsji,

I am a relatively new investor. I am trying to understand the markets. So my comments should be taken with a pinch of salt. 4-5 years is a long enough horizon for Opto to reward shareholders, if it maintains decent 30-35% growth.

But you can do much better if you wait for a better price, that is my personal opinion. I have already said I am not making fresh commitments at current prices. Markets will give you the opportunity sooner than later:)Nifty PE is already at 22 plus!
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DFrancis
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Quote DFrancis Replybullet Posted: 28/Sep/2009 at 2:45pm
Basantji,

Of the loans, Rs 292 Cr -Term loans from Banks & FI; Rs 242 Cr is as working Capital advances; 2.3 Cr other loans

You are asking 2 questions here
1. Tax implications would imply the debt cost as <9%?

Opto pays very little tax due to its EOU status of manufacturing units. It pays an effective tax rate of 3.5%. So cost of debt remains high, around 11-12%, based on interest costs for the year.

2. If debt comes down, financial leverage comes down. If financial leverage comes down, RoE falls. If RoE falls, pressure would come on growth, since its very difficult for growth to exceed RoE for long periods?

Are you saying the company is better off not paying off the debt, it can actually raise more debt, leverage the balance sheet more (since current d/e is 1), and that will help the company maintain/better RoE

Let me try to understand this better, as I am not sure higher financial leverage (within prudent limits), is the best route to better RoE. Generally speaking, Increasing Margins, or increasing Asset Turns would seem the best route to maintaining RoE and attracting more capital.

The formula for RoE can also be seen as
RoE = Net Profits/Sales x Sales/Assets x Assets/(Equity Cap+Reserves)

From the above it is clear there are only three levers to boost RoE because,

RoE = Net Margin x Asset turnover x Financial Leverage.

For Opto Circuits RoE has bobbed up and down from 32% in Fy05, to 48% in fy06, back to 34% in fy07, up to 39% in fy08, and crossing 40% in fy09.

If you analyse the reasons, except for fy08, the 40% plus RoEs have all been recorded on the back of Financial leverage shooting up both in Fy06 and gain in FY09. The only year where RoE reached close to 40% with low leverage was in fy08 on the back of good improvement in asset turns.

FY10 again will see Leverage coming down, as management has said they will pay-off high-cost debt. Probably some of it will get compensated by better Asset Turns (because of successfully integrating Criticare), but yes RoE will probably climb down.

This pattern of RoE going up and down has gone on over last 5 years as Opto has increased revenues 7x since fy05 from 122 cr to 818 crs. This pattern hasn't diminished their means of attracting capital; or leveraging the balance sheet as they have kept paying off the debt.

So I am not able to place a finger on the issue. What exactly is the criticism? What according to you is a better route?

If I understand this clearly, I can surely request Management to answer the question. Perhaps you can rephrase the question, and help us?

Rgds,
Donald

Opto 9 yr data on Net Margins, Asset Turns, Financial leverage, and RoE

Opto Circuits                             Profitability Snapshot     FY 02     FY 03     FY 04     FY 05     FY 06     FY 07     FY 08     FY 09
Operating Margin (%)     17.71%     17.47%     17.91%     21.25%     33.73%     33.89%     32.54%     35.16%
Net Margin (%)     12.39%     11.11%     13.28%     16.25%     27.65%     29.11%     28.05%     25.57%
Asset Turnover (x)     1.14     0.96     1.21     1.28     0.85     0.88     1.05     0.77
Return on Assets (%)     14.07%     10.63%     16.06%     20.80%     23.49%     25.72%     29.57%     19.59%
Financial Leverage (x)     1.40     1.76     1.77     1.58     2.07     1.34     1.34     2.07
Return on Equity (%)     19.71%     18.66%     28.41%     32.87%     48.63%     34.47%     39.73%     40.51%


Edited by DFrancis - 28/Sep/2009 at 2:47pm
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valuepicks
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Quote valuepicks Replybullet Posted: 29/Sep/2009 at 3:06pm
This is simply amazing!!
 
Hats off to you...Smile
 
Originally posted by DFrancis


Yoga and Meditation certainly helps - you can remain completely focused on the discussion, on what is happening at the moment!(shutting out everything else). If you can do that, the entire thing remains fresh with you;

Cheers
Donald
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