CDC (GREY:CDCAQ)

WEB NEWS

Friday, March 2, 2012

Research

Premium alert sent to members on 2/17/2012

Cdc (PINK:CDCAQ) entered Chapter 11 bankruptcy in late 2011. Since then, management has been taking steps to realign the company. On February 1st, 2012 the company entered into an agreement to sell its ownership stake in Cdc Software (PINK:CDCSY) to an investment group (Archipelago Holdings) for $250 million or $10.5 a share.

"The purchase price under the SPA for the Company's share holdings of CDC Software is $10.50 per share, in cash, or approximately $249,788,301."

As stated on Feb 8, CDCAQ and CDCSY have traded significantly higher on this news. CDCAQ finished up 103.33% at $3.05, while CDCSY rose 68.37% to $8.25 on the day of this announcement. While this development appears bullish on the surface, our first inclination is to assume that the transaction terms are more transparent for CDCSY.

At the current of price of around $9.00, CDCSY shares are trading comfortably below the value of the transaction ($10.50). We presume if private equity is willing to pay $10.50, they see value well beyond this price, as they would likely have negotiated a discount to the company's true value. So if and when the proposed transaction closes we would expect the stock to rise at least 20% above the value implied by the deal to at least to $12.60. We will continue to monitor the situation for the close of the deal. The fact that an entity is willing to pay $10.50 is good for CDCSY even if does not go through, provided OTGDD confirms the legitimacy of its operations.  Investors should also realize that that per the February 1st filing:

"the purchase and sale of the CDCSY shares are subject to solicitation of higher and otherwise better offers pursuant to bidding procedures approved by, and an auction and sale process to be conducted under the supervision of, the Court pursuant to Section 363 of the Bankruptcy Code (the “Sale Order”)."

Thus, it is plausible that a better offer could be made for CDCSY shares.  We have not performed OTGDD on CDCSY.

The implications for CDCAQ shareholders are not as clear.

First Challenge: Determining the Value of CDCAQ, Post Transaction

Referencing an impressive I-Hub post by HKTrader40 (We have verified his work):

Numbers from the Schedules pertaining to the Chapter 11 case filed in on November 7, 2011.

  • Total assets, per schedule A, of $172.5 million. This includes $160.4 million for the interest in all subsidiaries, including CDC Software, which is their largest asset.
  • Total debts, per schedule A, are $108.5 million, which includes $66.8 counterclaim by Evolution capital against CDC related to ongoing litigation proceedings and $40.0 million in Inter-company obligations to CDC Software. (The $66.8 million is in litigation and CDC disputes parts of this and has a counterclaim). (Total debt removes the liabilities specifically attributable to CDCSY).
  • The February 1, 2012 6-K filing, exhibit 99.4, section 8.01 specifically states all Inter-company amounts owed by CDC will be cancelled upon a completion of the sale transaction. At a minimum, this resolves $40 million in debt.

Worst case scenario valuation for CDCAQ, assuming that the $160.4 million for the interest in all their subsidiaries is mainly related to CDC software (the asset to be sold) and that they lose the legal battle with Evolution Capital.

  • CDCAQ assets: $172.5- $160.4 = $12.1M
  • CDCAQ Liabilities: $108.5M - $40M of forgiven inter-company debt= $68.5M
  • CDCAQ assets if it receives $250M: $250M + $12M = $262.1M
  • Net assets after subtracting liabilities: $262M - $68.5M= $193.6M
  • Value per share: $193M / 35.7M= 5.50

Scenario assumes that:

  • Common stock shareholders' interests will not be altered, as often happens, during chapter 11 restructurings.
  • The transaction to sell CDCSY is consummated. Investors need to monitor the execution of the escrow payment by Archipelago Holdings.  We presume this action would increase the probability of the consummation of the deal.
  • There is no change in assets or liabilities assumptions.

Second Challenge: What Will CDSCY do with the Cash?

It appears that CDCAQ has lost its primary operating assets. Its remaining operating entities have not significantly contributed to the company's financials and are losing money. Will CDCAQ actually return capital to shareholder or attempt to use cash to revamp questionable operations? This can be a major issue in determining if maximum value can be attained post-transaction.

At this time we cannot fully value CDCAQ shares which are trading at about $3.50. There seems to be some upside potential from current prices, but mainly if the company returns capital to common shareholders. We have also not performed OTGDD on CDCAQ.

Disclosure: Long CDCSY, CDCAQ

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Wednesday, February 8, 2012

Acquisition Activity

Proposed Sale of the Company’s Indirect Ownership of CDC Software

On February 1, 2012, the Company and Software International entered into a Share Purchase Agreement (as amended, the “SPA”) with Archipelago Holdings (the “Buyer”), an affiliate of Vista Equity Holdings, for the sale of the Company’s indirect share holdings in CDC Software. The purchase price under the SPA for the Company’s share holdings of CDC Software is $10.50 per share, in cash, or approximately $249,788,301. A deposit of 10% of the purchase price, or $24,978,830.10, will be placed into escrow no later than five business days following the execution of the SPA (the “Deposit”). In the event the SPA is terminated by the Company as a result of Buyer’s material breach of any provision of the SPA, the Company will be entitled to retain the Deposit. Pursuant to the SPA, the Company has selected the Buyer as a “stalking horse” bidder. The purchase and sale of the shares are subject to solicitation of higher and otherwise better offers pursuant to bidding procedures approved by, and an auction and sale process to be conducted under the supervision of, the Court pursuant to Section 363 of the Bankruptcy Code (the “Sale Order”). A hearing on the bidding procedures and the auction and sale process has been set for February 16, 2012, by the Court.


Tuesday, February 7, 2012

Acquisition Activity

Proposed Sale of the Company’s Indirect Ownership of CDC Software

     On February 1, 2012, the Company and Software International entered into a
Share Purchase Agreement (as amended, the “SPA”) with Archipelago Holdings (the
“Buyer”), an affiliate of Vista Equity Holdings, for the sale of the Company’s
indirect share holdings in CDC Software.  The purchase price under the SPA for
the Company’s share holdings of CDC Software is $10.50 per share, in cash, or
approximately $249,788,301.  A deposit of 10% of the purchase price, or
$24,978,830.10, will be placed into escrow no later than five business days
following the execution of the SPA (the “Deposit”).   In the event the SPA is
terminated by the Company as a result of Buyer’s material breach of any
provision of the SPA, the Company will be entitled to retain the Deposit.
Pursuant to the SPA, the Company has selected the Buyer as a “stalking horse”
bidder.  The purchase and sale of the shares are subject to solicitation of
higher and otherwise better offers pursuant to bidding procedures approved by,
and an auction and sale process to be conducted under the supervision of, the
Court pursuant to Section 363 of the Bankruptcy Code (the “Sale Order”).  A
hearing on the bidding procedures and the auction and sale process has been set
for February 16, 2012, by the Court.

     The SPA contains customary representations, warranties, covenants, and
conditions precedent for a transaction of this nature, including but not limited
to a requirement to continue to materially operate the business of CDC Software
in the ordinary course of business pending the closing of the sale to Buyer.  It
also requires the satisfaction by both the Company and Buyer of certain closing
conditions, as more particularly set forth in the SPA. If the SPA is terminated
by the Company as a result of the exercise of the Fiduciary Out (as defined in
the SPA) or there is a Competing Transaction Event (as defined in the SPA), the
Company will pay the Buyer a cash fee in the aggregate amount of $9,991,532.04
(the “Break Up Fee”).  The SPA as amended may be terminated by Buyer under a
number of circumstances, including: (i) if the Sale Order to be submitted for
approval by the Court with respect to the proposed sale is not entered by the
Court by February 16, 2012; or (ii) if the asset sale transaction has not been
consummated on or prior to June 30, 2012.


Friday, September 2, 2011

Comments & Business Outlook

HONG KONG & ATLANTA--(BUSINESS WIRE)--CDC Corporation (NASDAQ: CHINA), a leading China-based value-added operator of, and growth investor in, hybrid (Cloud/On-Premise) enterprise software, IT Services, and New Media assets, today announced financial results for the six months ended June 30, 2011. For the first six months of 2011, revenue of $159.0 $17million and Adjusted EBITDA of .1 million in the first six months of 2010. Non-GAAP revenue(a) was $159.3 million and Adjusted EBITDA(a) was $3.8 million, compared to Non-GAAP

“We are pleased with our six months results, including the growth in our cloud business, as well as our pipeline,” said Bruce Cameron, president of CDC Software. “Notable sales wins in this period, for example, included a seven digit renewal and add-on SaaS deal of CDC TradeBeam for a leading clothing retailer, key new logo customers for CDC Factory that included a leading cosmetic and beauty company, as well as a chemical manufacturer, both new markets for this business. We also continued to grow our business in emerging markets like India, where we reported our largest license deal in the first quarter.”


Thursday, April 21, 2011

Comments & Business Outlook

HONG KONG & ATLANTA--(BUSINESS WIRE)--CDC Corporation (NASDAQ: CHINA),a leading China-based value-added operator of, and growth investor in, hybrid (SaaS/On-Premise) enterprise software, IT Services, and New Media assets, today announced financial results for the quarter ended December 31, 2010.

  • For the fourth quarter of 2010, operating cash flow increased 65 percent to $8.9 million, compared to $5.4 million in the fourth quarter of 2009. In addition, CDC Corporation ended fiscal year 2010 with Non-GAAP cash and cash equivalents of approximately $111.8 million.
  • For the fourth quarter of 2010, CDC Corporation reported Non-GAAP revenueof $83.9 million and Adjusted EBITDA of $6.5 million, compared to Non-GAAP revenue of $83.6 million and Adjusted EBITDA of $12.8 million for the fourth quarter of 2009.
  • EPS loss of ($0.65) vs. ($0.18) the previous quarter.

 

  • For the year ended December 31, 2010, Non-GAAP revenue was $322.5 million and Adjusted EBITDA was $31.0 million, compared to Non-GAAP revenue of $320.8 million and Adjusted EBITDA of $41.5 million for the full year in 2009.
  • In the fourth quarter of 2010, the company recorded non-cash restructuring charges of approximately $17.5 million related to goodwill impairment, litigation and other restructuring related expenses.
  • Excluding certain non-cash, restructuring and other charges of $51.3 million, as depicted herein, CDC Corp reported $31.0 million of adjusted EBITDA for the 2010.

"We are very pleased with our strong operating cash flow which increased 65 percent in the fourth quarter of 2010, compared to the prior year period," said Peter Yip, CEO of CDC Corporation. "With the many forward-thinking strategies we have in place, we believe we are well positioned for long-term growth and improved shareholder returns. For instance, CDC Software’s cash flow from continuing operations rose 99 percent in the fourth quarter of 2010, compared to the fourth quarter of 2009. CDC Software also reported strong growth in its Cloud segment in the fourth quarter 2010. Also, our focus on profitability and growth at CDC Games has paid off. CDC Games reported a 40 percent Adjusted EBITDA margin in the fourth quarter of 2010 compared to a 7 percent Adjusted EBITDA margin in the fourth quarter of 2009, and an impressive 480 percent increase in Adjusted EBITDA in the fourth quarter of 2010, compared to the fourth quarter of 2009. Our strategy on controlling expenses in such a competitive games market has clearly been effective. CDC Global Services has also continued to invest significantly in its offshore development business in China which it believes is a market that will experience rapid growth in the next few years. Further validating our value-added investment approach, China.com has invested in a China-based private equity fund whose audited results as of December 31, 2010, indicates that it has achieved a return multiple of approximately 4 times. This investment is accounted for under the cost basis of accounting, therefore, the return is not reflected fully in our financial statements. As a result of this superior performance, we are planning more co-investments with this PE Fund and potential partnerships with its investees in China."


Wednesday, April 13, 2011

Deal Flow

HONG KONG & ATLANTA--(BUSINESS WIRE)--CDC Corporation today announced that its subsidiary, China.com, Inc.’s investment in a Beijing-based private equity fund (the "PE Fund") has been producing significant returns.

This PE Fund invests in leading China-based enterprises, and approximately 50 percent of the investments are in the sectors of manufacturing, data technology, communication and energy sectors. As of December 31, 2010, the latest audit report of the PE Fund indicates that it has achieved a return multiple of approximately 4 times, and a gross internal rate of return in excess of 70 percent.

China.com has committed approximately (USD) $14.0 million in the PE Fund, and has received approximately (USD) $3.0 million in distributions since 2009.

"We are very pleased with the impressive return on our investment," said Sammy Cheng, CFO and executive director of China.com Inc. "China.com plans to collaborate with certain of the portfolio companies to help optimize their operational efficiencies through our China portal, on-line gaming and webgame business operations in China. We are seeking either to invest in, or co-manage, more China-focused funds. We are also planning to launch similar funds in China. We believe that our investments will help shareholder value through our participation in the robust returns of China’s rapid economical growth, particularly in the high tech and new media sectors."

More distributions are expected in the coming year given almost 50 percent of the companies in the fund’s portfolio have recently been successfully listed on the China and Hong Kong stock exchanges and other portfolio companies are considering listing as well. With an expected distribution in 2011, CDC Corporation expects additional cash flow contribution to the group; moreover, the company is planning on pursuing several strategic partnerships with some of the fund’s portfolio companies to further unlock their values.

"The recently issued audited financial statements of the PE Fund indicate that it is been doing very well, achieving an almost four times return on investment since inception in 2007," added John Stone, Chief Financial Officer of CDC Corporation. "China.com carries the value of this investment at its historical cost basis of $10.0 million. This particular fund has achieved significant returns in the year ended December 31, 2010 since almost half the businesses the fund invested in have been listed in relevant stock exchanges. While past results are not a guarantee of future performance of this or any other PE Fund, we believe that China.com has a reasonable expectation of realizing significant income from this important investment. Since the PE Fund has a maturity date in 2014, we cannot currently determine the final return China.com may receive on this investment."


Monday, December 6, 2010

Investor Alert

--Ross Systems, Inc. announced today that a jury in the Franklin County Circuit Court of the State of Alabama returned a verdict on Dec. 3, 2010, in litigation between Ross Systems, Inc. and Sunshine Mills, Inc., a major employer based in Red Bay, Alabama. In the lawsuit, Sunshine Mills alleged fraud related to the sale and implementation of a beta Ross ERP system in early 2005. The jury awarded a total of $61 million in damages to Sunshine Mills, of which approximately $16 million were compensatory damages, and $45 million of which were punitive damages. Ross denied these allegations and plans to appeal the verdict.

“This is a sad day for the software industry”

The jury reached this result despite the fact that:

  • Sunshine Mills acquired the Ross ERP beta system in 2005 and used the product for years before filing a lawsuit;
  • The Ross ERP system continues to be used by Sunshine Mills to this day;
  • Sunshine Mills has recently purchased services from Ross Systems to help them in their operations; and
  • The software at issue is being used successfully by many of Ross’ national and global customers, and has been for years.

“This is a sad day for the software industry,” said Sherri Rodriguez, president of Ross Systems. “These types of unfair judgments make it more and more challenging for software companies to operate. However, we will continue to focus on providing our thousands of customers with the world-class products and services they deserve and have successfully used for years. Moreover, our proven track record of delivering quality products and services to our many satisfied customers has led to consistently high maintenance retention rates over the years.”

“We feel that the jury’s award is contrary to the evidence and is excessive, especially since our enterprise license agreement with Sunshine Mills amounted to only about $235,000,” said Kenneth Thompson, general counsel of Ross Systems. “We plan to appeal and pursue every avenue available to us to overturn the verdict and to minimize, to the fullest extent possible, the amount of damages for which the company may ultimately be responsible. We are confident that justice will be served.”

A jury in the Franklin County Circuit Court of the State of Alabama returned a verdict on December 3, 2010, in litigation between Ross Systems, Inc. and Sunshine Mills, Inc. Sunshine Mills alleged various tort-based and other causes of action relating to the sale and implementation of a Ross ERP system for which Sunshine Mills had paid approximately $235,000. Ross Systems denied the allegations, alleging that Sunshine Mills knowingly purchased a beta version of the software and that Sunshine Mills’ claims were subject to various limitations contained in the agreement between the parties.

Ross Systems was acquired by CDC Software (NASDAQ: CDCS) in 2004 and is a business unit of this global provider of hybrid enterprise software applications and services. CDC Corporation (NASDAQ: CHINA) owns approximately 85 percent of CDC Software.


Monday, June 29, 2009

Comments & Business Outlook
The GeoTeam® has been unable to locate 2009 company financial guidance.

Friday, February 6, 2009

Comments & Business Outlook

Guidance Report:

As reported on January 16, 2009, based upon preliminary financial results and estimates, the Company expects its Adjusted EBITDA from continuing operations to be in the range of approximately (U.S.)$17.0 million to (U.S.)$19.0 million for the second half of 2008. The Company does not expect that China.com’s preliminary planned fourth quarter 2008 net impairment loss charges of approximately (U.S.)$2.2 million (after the impact of minority interest) announced by China.com in a filing made to the Growth Enterprise Market of the Stock Exchange of Hong Kong Limited, or GEM Market, today will impact the Company’s previously announced second half guidance.

Source: Business Wire (February 4, 2009)