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Windlab


One of the more interesting companies to launch an IPO in the last few years is Windlab, a windfarm development company that was founded in 2003 to commercialise software developed at the CSIRO. Windlab’s proprietary software Windscape overlays atmospheric modelling on geographical features to identify and evaluate potential windfarm sites. In their prospectus they claimed this software gives them a significant advantage over other windfarm development companies, as it enables them to identify sites with high wind resources without conducting costly and lengthy on-site testing. As evidence of this claim, the two windfarms that delivered the highest percentage of their maximum output throughout 2018 are on sites found and developed using windscape, Coonooer Bridge and Kiata both in Victoria. 

The company listed in August 2017 on the ASX at $2 a share, equalling a fully diluted market cap of $146.3 million. While initially results were promising, with the company making a profit of $9.5 million in 2017, 2018 has seen a complete reversal of that progress, with revenue dropping from $23.1 million to $3.5 million, and the company making a loss of $3.8 million. As a result, the share price has declined steeply, and is now trading at around $1.04, or a market cap of $77 million.
While for the average company a decline in performance of this magnitude would suggest that something is seriously wrong, I don’t think this is the case for Windlab. Like any company that gains most of its revenue from developments, significant swings in profit from one year to the next are inevitable. The company went from reaching financial close on two windfarm sites in 2017 to one in 2018, and while the failure to reach financial close on a single project was disappointing, it is not surprising given the long timeframes required for most wind farm developments.  It is my belief that the market has overreacted to Windlab’s 2018 results due to a misunderstanding or mistrust of the companies operating model, and that at the current share price the company is significantly undervalued.

The Case for Windlab


 Renewable energy is going through a difficult time in Australia, with little cohesion between federal and state governments, and new connection requirements making connecting a renewable energy plant to the grid more expensive. However, if you believe that climate change is real, then renewable energy should be one of the fastest growing industries over the next twenty to thirty years. While growth in the efficiency of solar tends to get more attention, Windfarm technology is also improving in efficiency, and nearly all renewable energy experts see wind farms playing a significant role in the transition to renewable energy. On a much shorter time scale, if Labor wins the upcoming federal election the domestic market for renewable energy should improve markedly. Labor has a policy of 50% renewable energy by 2030, and to achieve this the level of investment in wind farm projects in Australia will need to increase exponentially.

Windlab is ideally placed to take advantage of this, as the development of windfarm sites is perhaps the most profitable part of the wind farm industry. From 2014 to 2017 the company managed an average Return On Equity of 42%, in a time that included significant growth and the cost of listing on the ASX. 

. 2017 2016 2015
Revenue  $                                          24,515,379  $           18,101,100  $         10,012,006
Expenses -$                                          10,098,372 -$            13,023,113 -$           8,524,804
Profit before income tax  $                                          14,417,007  $             5,077,987  $            1,487,202
Income tax -$                                            4,912,534 -$             1,779,491  $                 14,687
Profit  $                                            9,504,473  $             3,298,496  $            1,501,889
Equity at the start of the year  $                                          13,404,230  $             9,207,680  $            7,699,065
ROE 71% 36% 20%
Average 42%

The company is able to achieve this sort of ROE as windfarm developments are sold once all approvals and agreements signed but before construction begins, meaning developing multi-million dollar projects does not require significant capital. For example, take the site of the Coonooer bridge wind farm, a 19.8 megawatt wind farm in North Western Victoria with a total development cost of $48.6 million. After identifying the site with Windscape, Windlab spent only $300,000 in acquiring the land, then spent $2.2 million or research and planning applications for a total investment of only $2.5 million. Windlab then sold 96.5% of the equity in the Coonoer Bridge to Eurus Energy for just over $4.7 million who then funded the construction of the site with help from grants from the state government. In total, Windlab walked away from this transaction with over $4.7 million in cash and a remaining 3.5% stake in the project, a return of over 111% on the initial investment. 

Valuation


While historically Windlab has sourced most of its revenue from wind farm development, the company also has a growing asset management arm of the business, where they provide asset management services to Wind and Electricity farms, in addition to significant equity in operating and soon to be operating Windfarms. Although historically insignificant when compared to the companies development fees, these sections of the business are quickly growing, and seems to be the managements way of ensuring cashflows are a little more predictable in the future.

In order to accurately value Windlab, I have therefore broken down the company into three separate areas.

Inventory (wind farm development projects)

The book value Windlab gives to its inventory as per the 2019 financials is $9.69M, though this is overly conservative as projects are valued at the lower of their cost or net realisable value.  In order to get a more accurate picture of the actual value of Windlab’s inventory, I have tried to assign individual value to some of Windlab’s larger projects.

Lakeland Wind Farm

Lakeland is a 106 megawatt project located in Northern Queensland. While Windlab does not give a breakdown of inventory values, due to its size and stage in the development cycle the Lakeland Wind Farm is probably the single project with the largest value in the companies inventory.  Lakeland is also one of the main causes for the decline in share price over the last six months, as the project was scheduled to reach financial close in 2018 until the primary investor pulled out at the last minute. This delay has meant the project is now subject to new requirements to connect to the electricity grid, which will mean significant additional costs to increase the stability of the connection (this is a change to the nation-wide connection criteria for renewable energy plants designed to address unstable supply).

While these setbacks are undeniably concerning, Windlab claims that the delay has also allowed them to re-tender for more efficient turbines and they have not yet impaired the inventory value of the project, something they have done in the past when projects are compromised. As per their latest announcements Windlab are still confident of reaching financial close on this project in 2019.
If successful, Lakeland will be the largest project brought to financial close by Windlab to date, at 106 Megawatts. For Kennedy, a 56 megawatt project, Windlab received a financial close payment of 5.4 million, while keeping 50% equity in the project. If Windlab is to acheive a similar margin and equity structure for Lakeland, this would result in a payment to Windlab of $10.2 million, with the remaining 50% equity in the project worth at least $10.2 million as well, for a total value of $20.4 million. Given the uncertainty around the project though, a 50% discount would seem appropriate, which gives the project a total value of $10.2 million for our calculations.

Miombo Hewani

Another late stage windfarm project for Windlab is the Miombo Hewani windfarm in Tanzania. This 300-megawatt, $750 million project is Windlab’s first foray into East Africa, and is undoubtedly the companies most ambitious yet. The project received approval from the Tanzanian government in July 2018 and will receive partial funding from the Government of Finland. Windlab have not committed to achieving financial close in 2019 for Miombo Hewani which is understandable given the uncertainty of operations in Africa, but as development approval is already in place as well as some funding arrangements, financial close can’t be too far off. Demonstrating the significant potential value of Miombo Hewani and Windlabs other East African investments, Eurus Energy, a Japanese sustainable energy company that has partnered with Windlab in the past recently bought a 25% stake in Windlab’s east African projects for $10 million USD, valuing Windlab’s remaining stake in their East African portfolio of development projects alone at $30 million USD, or $42.2 million AUD. While this may seem excessive, Windlab stated in their prospectus that their target development margin for Windfarm developments is $250,000 per megawatt of capacity, and from 2015 to 2017 the company had overachieved this, with margins of $260,000 to $490,000 per megawatt. If Windlab was to successfully reach financial close on Miombo Hewani at their target development margin, this would result in a payment of $75 million alone. As a result, adopting the value assigned by Eurus Energy of $42.3 million for the companies East African projects seems reasonable.

Greenwich

The last late-stage development project worth noting in this section is the Greenwich Windfarm in the USA. Windlab officially sold the project in 2018, but will only receive the bulk of their payment of $4 million USD (5.6M AUD) when construction begins. While Windlab have stated they expect to receive this payment in 2019, a group of neighbours have mounted a challenge to the project to the Ohio Supreme Court seeking to dispute the approval given by the Ohio Power Board. . Given the uncertainty of the case, it is probably prudent to discount this payment by 50%, which would mean a value of $2.8 million for Greenwich.


While the projects listed above are the most likely to result in some form of payment in the next 12 to 18 months, Windlab has numerous other projects earlier in the development cycle. These include:
  • 640 megawatts of approved potential capacity across multiple projects in South Africa. (While South African Renewable Energy projects have been on hiatus, it does seem the projects are about to get up and running again after a recent change of government 
  •       250 megawatt project in Northern Queensland that Windlab is intending to submit a development application for in 2019
  •           230 megawatt project in Vedigre USA that Windlab no longer has control over, but is eligible for up to $4.6 million in success payments if the project reaches financial close.


While an exact value for all of these projects is difficult, I have assigned a value of $15 million for the remainder of Windlab's projects.

Excluding Windlab’s asset management business, which I will cover separately, Windlab spends around $6.4 million a year on project expenses, administration and employees. The projects I have listed above are predominantly expected to reach some form of financial close in the next three years, so it seems logical to assign a cost of $19.2 million, or three years of costs to the above calculations. Once a tax rate of 30% is factored in, you are left with a total inventory value of $35.177 as per the below table.

Project Value
Lakeland  $   10,200,000.00
East African projects  $   42,300,000.00
Greenwich  $     2,800,000.00
Other projects  $   15,000,000.00
Total  $   70,300,000.00
Book value  $     9,690,000.00
three years of annual costs  $   19,200,000.00
tax on projected profit  $   12,423,000.00
Value after tax  $   38,677,000.00

Operating Wind Farms

Currently Windlab has significant equity in two large operating or soon to be operating Wind Farms, Kiata, in Melbourne’s North West which has now been operating for just over a year, and Kennedy Energy Park in Northern Queensland that has completed construction and will be connected to the grid in the coming months. Both projects were originally found and developed using Windlab’s proprietary technology Windscape, with Windlab then subsequently selling down equity in the project to help fund development. Windlab owns 25% of the Kiata wind farm and 50% of Kennedy, and combined these two projects have a book value of $43.6 million on the Windlab balance sheet.
Kiata is a 30 megawatt 9 turbine windfarm in Northern Victoria that had its first full year of operation in 2018, with a total profit of $4.57 million for the year. Wind farms are thought to have a useful life of roughly 20 years, after which significant refurbishment costs are needed in order to continue operation. If we discount these future cash flows at a rate of 7%, (which seems reasonable given the relative low risk of an established wind farm) we get a total value for Kiata of just under $43.9 million. This values Windlab’s stake at $10.97 million.

To value Kennedy is a little more complex, as it has not yet begun operation. However, we know that the project is a 56-megawatt project, combining 41 megawatts of wind with 15 megawatts of solar. The plant also has 2 megawatts of battery storage to help modulate supply and allow storage of excess energy in non-peak times. If we extrapolate the annual profit per megawatt of capacity of Kiata in 2018 of $152,353 and assign the same discount rate, we are left with a value for Kennedy of $83.6 million, or $41.8 million for Windlab’s 50% ownership.

Combined, this gives a value of $52.86M for these two projects. 

Asset management

Windlab’s asset management arm is perhaps the easiest to understand and value. Windlab leverages its expertise by providing ongoing management services to existing wind and solar farms, both that the company has an equity stake in, and to third party independent energy farms or resources. This side of the business is quickly growing, with revenue increasing by 27% in 2018 to $2.97 million, with profit before tax of $610,000, or $427,000 after tax assuming a 30% tax rate. The company signed a significant asset management contract in early 2019 for a solar farm, indicating that they are continuing to grow this business. Given both the significant growth of this area and the broader growth potential of the industry, a P/E ratio of 20 seems coservative, which would value Windlab’s asset management division at 8.5 million.

Software

Lastly, As Windlab has demonstrated ability to use Windscape to develop high-performing Windfarms, it seems only fair to give a value to the Windscape software itself. Windlab is continuing to use this software to identify projects into the future, and the company has proven that this software can provide the company with a significant edge on development projects.  While this is a difficult thing to do, $10,000,000 seems like a conservative valuation, considering both Windlab’s historical performance and the likely growth of the energy sector in the future.


Putting it all together

Area Value
Development Projects  $   38,677,000.00
Operating wind farms  $   52,770,000.00
Asset Management business  $     8,500,000.00
Windscape software  $   10,000,000.00
Cash  $   14,622,414.00
Liabilities -$   10,755,130.00
Total  $ 113,814,284.00
Shares outstanding (diluted) 73848070
Price  $                     1.54

If we add together the values as per the above calculations, we are left with a total value of $113.8 million for the company, or $1.54. As the company is currently trading around the $1.02 mark, this suggests the company is significantly undervalued at its current price. 

ReTech Technology

Overview

ReTech provides online learning and educational services to companies in China. They plan to raise 22.5 million through the prospectus by selling 20% of the company via the IPO, giving a total post IPO market capitalization of 112.5 million. The business has three main arms, an E-learning business where they provide training courses to businesses for staff, a newer e-training partnership area where they will partner with established education entities (they have a memorandum of understanding with Queensland TAFE) and a proposed e-course direct area where they intend to sell courses direct to companies and individuals. According to the prospectus, e-learning is a rapidly growing industry, with a growth rate of 32.9% between 2010 and 2015. While this seems high, service and knowledge based jobs are exploding in China, and online education is one of the fastest and cheapest ways to train staff. Having had the misfortune to complete a few work-mandated e-learning courses in my career myself, it’s not exactly an exciting industry, but the benefits they offer companies are clear. The prospectus lists a few of the courses which ReTech owns the intellectual property rights to and looking at names like “how to introduce the gear box” and “how to recommend vehicle insurance for clients,” you can almost imagine a bunch of bored car salesmen sitting in an office somewhere in China clicking through multiple choice questions.
The IPO funds will be used, amongst other things, to set up an office in Hong Kong. This means that unlike Tianmei, the IPO I reviewed most recently of another Chinese company, the final parent company isn’t located in Australia. While I’m no expert on Hong Kong company law, I think this is a mark against ReTech. With an Australian company, shareholders have the recourse of class actions or potential moves against the board if things go wrong. I’m not sure how easy those things would be to organize against a Honk Kong based company.

Company background

According to ReTech’s website, ReTech was originally founded as a website development company in 2000 by a guy called Ai Shugang while he was still a university student. Since then it has grown and expanded into several different technology and internet related areas. Instead of just listing as the original entity, the founders decided to create a newly incorporated company called ReTech Technology to list on the ASX. They injected their own capital into the business, and then sold/transferred significant amounts of the intellectual property and existing E-Learning contracts to the newly created company. To make things more complicated, at the same time the founders also created another company called Shanghai ReTech Information Technology (SHR) which as far as I can understand will remain wholly owned by Ai Shungang. SHR has also had a significant number of E-Learning contracts assigned to it from the original ReTech entity. SHR has signed an agreement with ReTech regarding these contracts where ReTech will provide the services on SHR’s behalf, in exchange for 95% of the resulting fees. If this all sounds a bit confusing you’re not the only one.
My concern with all of this is that ReTech is in the sort of industry where a founder siphoning off business is a major threat, meaning another business still operating owned by the original founder is a big risk. In the prospectus, ReTech list expertise and their existing client list as two of their four main competitive advantages, two things that would be easy for the founder Ai Shungang to poach to SHR. Although Ai Shungang does own a significant stake in ReTech, he owns 100% of SHR’s parent company, so the motivation for him to do this is there. The prospectus points out that both Ai Shungang and his companies have signed non-compete contracts, guaranteeing they will not operate in the same sector as ReTech, but I know how hard to enforce these contracts are in Australia, and can only imagine what the process would be like in China.  
Finding out what exactly this separate company will be doing given they have committed to not entering the online education sector proved difficult. I eventually found a legal document on ReTech’s website that states Shaghai ReTech Information Technology is going to focus on software and technology development and technical management consulting. To make things even more confusing, they also seem to be still using identical branding to ReTech, based on what I found on a management consulting website. If you trust the founders of the company, probably none of this would bother you but for me these are considerable issues.

Valuation

Before looking at any of the financial information for ReTech it is important to remember that the company was incorporated in its current form in May 2016, and the final part of the restructure was only completed in November. This means that all historical profit and loss figures are pro forma only, estimates of what the contracts, intellectual property and assets now owned by the ReTech Group earnt before the company was split. This is a massive red flag for me. I’m sceptical of pro forma figures at the best of times, and when they are used by an unknown company in a prospectus where the unadjusted figures are not even provided it’s a massive concern. To give just one example of how these figures could potentially be distorted, education software development costs could be written off as not part of the business, while the associated revenue is counted towards ReTech’s bottom line. Examining the pro forma figures doesn’t exactly assuage my concerns either. Have a look at the below table taken from the prospectus, in particular the profit before tax to revenue ratio. In 2015 off revenue of just 6.9 million the profit before tax is listed as 4.2 million, meaning for every dollar of revenue the company made 61 cents of profit. Of course, I understand that profits can be high in the technology sector, but a profit to revenue ratio of .61 is extraordinary, especially when you consider that this is a young company in a growth phase.

Most young companies with growth rates this large are running at deficits as they re-invest into the business, not earning profit margins that would be the envy of booming mining companies.


Even with these relatively major concerns put aside, the valuation appears expensive. The pro forma Net Profit after Tax for FY 2015 was only 3.6 million, which against a valuation of 112.5 million is a Price/Earnings of just over 31 (annualizing the profits from the first half of 2016 doesn’t give you much better numbers). Full year profits for FY2016 are expected to be 5.8 million, a P/E of 20, but if there is one thing I am more suspicious of than Pro forma historical accounts it’s prospectus profit forecasts, so I have little inclination to use these numbers to try and justify the valuation.

Management personnel

When I started digging around on the management personnel, one of the first things I noticed was the strong link to Investorlink, a Sydney based financial firm that seems to specialize in assisting Chinese companies list on the ASX. In addition to being the corporate advisors to this listing (for which they will be paid $380,000), Chris Ryan, an executive from Investorlink is one of the five board members of ReTech. I was already sceptical of this IPO at this stage, but this was the final nail in the coffin. Chris Ryan’s CV is like a checklist of bad Chinese IPOs. Ryan was and apparently continues to be the chairman of Chinese Waste Corporation Limited, a Chinese company that reverse listed in 2015 and was suspended from the ASX in mid-2016 for not having “sufficient operations to warrant the continued quotation.” He is currently the chairman of TTG Fintech Limited, a company that listed on the stock exchange at 60 cents in late 2012, inexplicably reached as high as 4 dollars in mid 2014, and is now trading at 7 cents and he has been on the board of ECargo Holdings, a company that listed at 40 cents in late 2014 and is now trading at 20 cents. I spent some time looking at the various Chinese IPO’s that Investorlink has advised on, and was unable to find a single IPO whose shares aren’t now trading significantly below their listing price. If ReTech are indeed a legitimate company, it’s hard to understand why they would seek to list through Investorlink given this track record.

Verdict

To put it bluntly, I wouldn’t buy shares in ReTech if I could get them half price. Everything from the odd restructure to the lack of statutory accounting figures, the high valuation and the awful track record of the Corporate Advisor makes me want to put all my money in treasury bonds and never invest in anything speculative again. Of course, it’s possible that Ai Shungang is going to turn out to be the next Mark Zuckerberg and I’m going to end up looking like an idiot (to the handful of people who read this blog at least), but that is one risk I am happy to take.

 The offer closes on the 9th March.

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