Rudra Shares Fundamental Call Report -DFM Foods Ltd. PDF

FUNDAMENTAL COVERAGE

DFM FOODS LIMITED

RUDRA SHARES & STOCK BROKERS LTD

08 JUNE 2020

LEAD RATIONALE

Stock Data CMP (`)

219

TARGET (`)

270

Upside

23%

M.Cap (` in cr)

1098

Equity ( ` in cr)

10.03

52 wk H/L `

333/150

Face Value `

2

Div. Yield

0.57%

NSE Code

DFMFOODS

BSE Code

519588

Valuation Data P/E

30.85

EV/EBITDA

18.49

P/BV

7.1

RONW(%)

23%

Financial Data EV

1172.43

Net Worth

154.91

BV

30.89

EPS (TTM)

7.10

Index Detail Sensex

34370.58

Nifty

10167.45

DFM markets its products under brand name “CRAX” and “NATKHAT” - has got strong recognition in snacks category as whole.

CRAX (Corn Rings)- an flagship product that contributes approximately 70-75% of its overall revenues is being positioned in the market as a Niche Brand with leadership position in Roasted Corn Snacks segment. Moreover, as Crax caters to only children in the age group b/w 6-10 Years, helps it to position differently from other Industry players. Focusing on High Gross Margin product amongst others , will in turn help company to improve return ratios and better PAT numbers.

It’s another product Curls, has given unprecedented success so far in its first year of launch and expect to grow strongly ahead.

Encouraged by its success, also launched 2 new products Fritts and Pasta Crunch (these does not limit itself as children product).

This move will help company to cover broader market. Hence, we believe the unique launches embarks good future ahead for the company.

If we Take fundamental triggers into consideration, company has a good balance sheet with sound financial ratios.

In terms of leveraging, its Debt/Equity ratio is very comfortable and with good cash flows, company can plan its next CAPEX with Internal Accruals Eyeing on the Sales, EBITDA & PAT growth CAGR which is 7.48%,12% & 11% respectively can be termed as satisfactory.

However, company has a remarkable ROE & ROCE of 29.23% and 28.52%. Gross margins and EBITDA margins (stood at 12.23%) also improved due to efficient purchasing of raw materials and operating leverage respectively. www.rudrashares.com

1

FUNDAMENTAL COVERAGE

DFM FOODS LIMITED

RUDRA SHARES & STOCK BROKERS LTD

On the corporate governance front too, DFM is equipped with good governance backed by strong parental support of AI Global Investment (AI Global Investments (Cyprus) PCC Ltd., a subsidiary of U.S.-based private equity firm Advent International Corporation).

Has little growth constraints in terms of demand. With expanded capacity and increasing distribution, it would be able to grow its earnings at a healthy pace going forward Lower borrowing cost, growing EPS, increased cash, and Improving Asset turnover ratio, - key triggers for company Its zero receivable days is an added bonus, which makes it free of any provision, and payment receivables, can be termed as remarkable.

During Q3 FY20, Company has commissioned additional line having a capacity of 5000 MT per annum in Greater Noida. With this expansion. the total capacity of the company stands at 48400 MT' per annum.

Has strong presence in North India which contributes around 70-75% of total sales and also sells its products in central, western and southern regions. Further, its presence for more than two decades in the industry , making it strong player in packaged food business.

Thus, overall the triggers shape up a potential BUY for the company.

An Eye on Quarterly numbers Sales were flat Y-O-Y for the quarter at ` 134.6 crores as new product launches were deferred.

For 9M FY20, revenue increased by 13.16% to ` 398.18 crores. Gross margins fell due to abnormal increase in palmolein oil prices. EBITDA fell sharply due to fall in gross margins and certain one-time costs during the quarter. PAT for Q3 FY20 came in 69% lower at `3.3crores. Though for 9M, PAT surged by 13% to ` 25.65 crores. The pressure on gross margins due to oil is expected to continue. Rise in other income, fall in interest costs and tax helped a good growth in bottom-line ahead. Company said that the growth potential remains intact, with new management focused on key growth levers of the business www.rudrashares.com

2

FUNDAMENTAL COVERAGE

DFM FOODS LIMITED

RUDRA SHARES & STOCK BROKERS LTD

Disruption caused by Covid-19 and the resultant lockdown has impacted performance, profitability and cash flows— operations will be significantly impacted in the short run. The company will draw up plans to cut non-essential costs and conserve cash in the disruption. Though, supply chain will see a downside trend and limited workforce will be an issue in the short run. .

In case of liquidity position- There are no significant liquidity concerns however due to reduced level of operations it will be impacted for the short term. Company will continue to be extremely vigilant with liquidity positions and monitor them on an on-going basis.

Valuation Conclusion

VALUATION ( ` in crores except per share)

Pure play snacks company having CRAX brand being popular and niche play will help it to grow , improve its margins and ROE. By strong brand presence, recent capacity addition of 5000 MT, and launching innovative products, along with change in management / ownership in favor of Advent international (holding of 73%), and reconstitution of director, we believe DFM is set to increase business aggressively.

FY 21 Est. Earnings

49.65

Equity Share Capital

10.03

We are estimating the share price of the company as per P/E ratio. With P/E of around 27x, and estimated EPS of ` 9.90 in FY21, stock is a BUY with next one year target of ` 270.

Share Price Chart

FV

2

No. of Equity Shares

5.02

EPS( FY 21Est.)

9.90

Estimated P/E Ratio

27

Estimated Price/share

270

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3

FUNDAMENTAL COVERAGE

DFM FOODS LIMITED

RUDRA SHARES & STOCK BROKERS LTD

Share Holding Pattern Acquisition of DFM shares by ADVENT— New Era for company which gives Excellency of CORPORATE GOVERANCE Promoter Others in future 26%

74%

On 26th of Nov 2019, buyout firm “AI Global Investment” has offered to acquire up to 13,070,429 equity shares, fully paid-up equity shares of face value of Rupees 2 each, representing 26% of the expanded voting share capital, at per Equity share price of ` 249.50.

Earlier on September 9, 2019 the Acquirer entered into (i) SPA 1 with the Promoter and the Target Company to acquire the Promoter Shares constituting 38.27% of the Paid Up Share Capital and 38.14% of the Expanded Voting Share Capital; (ii) SPA 2 with West Bridge to acquire the West Bridge Shares constituting 24.87% of the Paid Up Share Capital and 24.79% of the Expanded Voting Share Capital; and (iii) SPA 3 with the Other Individual Shareholders to acquire Other Shareholder Shares constituting 4.99% of the Paid Up Share Capital and 4.97% Expanded Voting Share Capital.

The open offer closed on Dec 18, 2019 and the acquirer succeeded in acquiring 4.62% stake in the company (out of 26% offered to be acquired). West bridge sold 14.93% stake in DFM to the acquirer on Jan 13, 2020. A further 0.25% stake was acquired by the acquirer on Jan 14, 2020.

Later on Jan 15, 2020, the acquirer acquired 54.13% stake from the promoters and some public shareholders. Pursuant to the SPA and completion of open offer, AI Global Investments (Cyprus) PCC Limited now holds 73.94% of the equity of the company, and the Board of directors has been re—constituted. The company is recruiting a new leadership team, which will be in place soon.

Thus, Post buying out stake from erstwhile promoters, Advent International has stepped in as the owner of the company. Going by the track record of Advent in other investee companies, we can look towards new era which raises confidence of corporate governance in future.

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4

FUNDAMENTAL COVERAGE

DFM FOODS LIMITED

RUDRA SHARES & STOCK BROKERS LTD

Industry Outlook The Indian snacking food industry is a promising and a booming arm of the FMCG category, thanks to the evolving consumer consumption patterns. India snacks market is segmented into Extruded Snacks, Chips, Namkeen and Others. In terms of market value share, Namkeen has the highest market share compared to all other segments Extruded Snacks, Chips and Others. At present, in both organized and unorganized market, Namkeen is the leading segment.

The organized snack food industry consists of four segments – traditional namkeens, potato chips, bridged and extruded snacks. Collectively the industry is estimated to be about Rs 23,000 crores per annum and from all counts is growing at a healthy clip. The organized sector consists of several kinds of players. These competitors range from having a product portfolio covering all segments of the market and a national presence, to the majority who are concentrated in one segment and have a strong regional presence.

Besides the organized sector, a large unorganized sector also exists. The unorganized sector is very localized and normally operates in a single segment.

The growth of the Industry has continuously attracted new entrants in both the organized and unorganized sector in virtually all the segments of the market. The bulk of Company’s business comes from the extruded snack food segment, as that has so far been the main focus. The Company also has a small presence in the traditional namkeens segment.

Snack Foods market worldwide is projected to grow by US$217.2 Billion, driven by a compounded growth of 5.6%. Salted Snacks, one of the segments analyzed and sized in this study, displays the potential to grow at over 5.6%. The shifting dynamics supporting this growth makes it critical for businesses in this space to keep abreast of the changing pulse of the market. Poised to reach over US$109 Billion by the year 2025, Salted Snacks will bring in healthy gains adding significant momentum to global growth.

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5

FUNDAMENTAL COVERAGE

DFM FOODS LIMITED

RUDRA SHARES & STOCK BROKERS LTD

Quarterly Results (` in crore except per share) Particulars Net Sales EBITDA Depreciation Operating Income Misc. Income (Expenses) Interest Expenses EBT Taxes Net Income (Reg) Extraordinary Items Reported Net Income EPS Adjusted EPS

LTM 529.90 64.80 11.30 53.60 6.80 9.80 43.80 8.20 35.60 35.60 7.10 7.10

201912 134.60 9.72 3.01 6.71 2.43 2.57 4.14 0.89 3.25 3.25 0.65 0.60

201909 135.86 17.96 2.84 15.12 1.69 2.46 12.66 -2.11 14.77 14.77 2.95 2.90

201906 127.72 16.95 2.75 14.20 0.91 2.38 11.82 4.19 7.63 7.63 1.52 1.50

201903 131.75 20.20 2.67 17.53 1.80 2.35 15.18 5.21 9.97 9.97 1.99 2.00

Income Statement and Estimates ( ` in Crore except per share) Particulars

201603 201703 201803

201903

2020E

2021E

2022E

Sales

389.51

341.91

425.31

483.62

548.18

626.02

723.18

-

-

-

-

-

-

-

389.51

341.91

425.31

483.62

548.18

626.02

723.18

40.52

24.6

40.86

52.9

61.23

73.40

88.53

Other Oper. Income Total Inc. from operations Operating EBITA

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FUNDAMENTAL COVERAGE

DFM FOODS LIMITED

RUDRA SHARES & STOCK BROKERS LTD

Profit & Loss Particulars Total Inc. from operations TOTAL EXPENDITURE EBITDA Depreciation Rep. profit before othrinc., finance cost,tax & excp. Item Goodwill amortization Rep. profit before othrinc., fin.cost,tax & excp. Item OTHER INCOME Profit from ordinary act. Before Fin Cost ,TAX & Exp.Items Net financials Interest income Interest expenses Net Financial Items Reported Pre-tax profit Reported Tax charge Reported Net profit Extra Ordinary income Reported Net Income

201603 201703 201803

201903

2020E

2021E

2022E

389.51

341.91

425.31

483.62

548.18

626.02

723.18

342.42 47.09 (6.57)

310.08 31.83 (7.23)

374.48 50.83 (9.97)

420.22 63.40 (10.50)

475.11 73.07 (11.84)

540.69 85.33 (11.93)

622.44 100.74 (12.21)

40.52

24.60

40.86

52.90

61.23

73.40

88.53

-

-

-

-

-

40.52

24.60

40.86

52.90

61.23

73.40

88.53

1.65

4.99

4.34

5.10

6.91

7.62

8.15

42.17

29.59

45.20

58.00

68.14

81.02

96.68

(5.67) (5.67)

(4.49) (4.49)

(10.02) (10.02)

(10.63) (10.63)

(10.00) (10.00)

(10.09) (10.09)

(10.25) (10.25)

36.50

25.10

35.18

47.37

58.13

70.93

86.43

(11.46) 25.04 -

(6.64) 18.46 -

(11.87) 23.31 -

(14.61) 32.76 (1.05)

(17.44) 40.69 -

(21.28) 49.65 -

(25.93) 60.50 -

25.04

18.46

23.31

33.81

40.69

49.65

60.50

(6.25) 34.45 8.11 8.11 1.25

(6.26) 43.39 9.90 9.90 1.25

(6.26) 54.24 12.06 12.06 1.25

-

EPS and Dividend Dividend Paid Retained earnings Reported EPS Adjusted EPS DPS

(5.00) 20.04 25.04 4.99 5.00

(5.00) 13.46 18.46 3.68 5.00

(5.01) 18.30 23.26 4.65 5.00

(6.27) 27.54 6.74 6.74 1.25

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FUNDAMENTAL COVERAGE

DFM FOODS LIMITED

RUDRA SHARES & STOCK BROKERS LTD

BALANCE SHEET Equity & Liabilities Shareholders' Fund Share Capital Reserves and Surplus Minority Interests

10.00 54.84 64.84

10.00 74.59 84.59

10.02 92.41 102.43

10.03 119.23 129.26

10.03 153.68 163.71

10.03 197.07 207.10

10.03 251.31 261.34

LT Borrowings 41.20 Other LT Liabilities 7.67 Deferred Tax Liability 9.35 Long term Provisions 1.65 Total Non-Current Liab.

59.87 Current Liabilities ST Borrowings 3.69 Trade Payables 32.28 Other current liability 20.88 Short term Provisions 9.39 Total current Liab.

66.24 Total Equity & Liab.

190.95 Assets Non-Current Assets Fixed Assets Tangible fixed Assets 112.52 G/W On Consolidation Non-current Inv. Long term L&A 3.13 Other NC Assets 3.11 Deferred tax receiv.

Total NC Assets 118.76 Current Assets Current Investments 42.31 Inventories 15.03 Trade Receivables 0.01 Cash & cash Equi.

12.79 Short Term L&A 0.89 Other current Assets 1.16 Total current Assets 72.19 Total Assets 190.95

73.80 2.52 11.78 2.08 90.18

80.85 3.96 15.86 2.72 103.39

83.44 3.98 20.24 2.83 110.49

83.61 4.02 20.44 3.11 111.18

83.77 4.06 20.65 3.42 111.91

83.94 4.10 20.85 3.77 112.66

10.39 40.86 33.04 0.19 84.48 259.25

5.68 34.74 23.06 0.12 63.60 269.42

3.79 43.04 23.93 0.67 71.43 311.18

3.80 44.95 24.67 0.74 74.15 349.09

3.81 48.83 26.29 0.81 79.74 398.75

3.81 52.79 28.20 0.89 85.70 459.71

158.97 0.00 29.47 188.44

159.25 9.95 20.57 189.77

171.59 3.00 19.84 194.43

185.51 3.60 35.80 224.91

203.01 4.32 57.80 265.13

224.79 5.18 85.90 315.88

48.53 19.13 0.02 1.76 1.37 70.81 259.25

51.86 23.55 0.03 2.34 1.87 79.65 269.42

55.07 21.93 37.02 2.73 116.75 311.18

56.17 24.67 40.26 3.07 124.17 349.09

57.29 26.29 46.51 3.51 133.61 398.75

58.44 28.93 52.37 4.05 143.79 459.71

Total Shareholders' Fund Non-Current Liabilities

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8

FUNDAMENTAL COVERAGE

DFM FOODS LIMITED

RUDRA SHARES & STOCK BROKERS LTD

Number Of Shares Particulars

201603 201703

201803

201903

2020E

2021E

2022E

Opening Balance Issued during year

10.00 -

10.00 -

10.00 0.02

10.02 0.01

10.03 -

10.03 -

10.03 -

Closing Balance FV

10.00 10.00 1.00

10.00 10.00 1.00

10.02 10.00 1.00

10.03 2.00 5.02

10.03 2.00 5.02

10.03 2.00 5.02

10.03 2.00 5.02

12.79 42.31 65.77

1.76 48.53 117.23

2.34 51.86 109.59

37.02 55.07 111.16

40.26 56.17 112.07

46.51 57.29 113.87

52.37 58.44 115.96

10.67

66.94

55.39

19.07

15.64

10.07

5.15

(53.68) 0.43 (53.25) (7.23)

(10.25) 0.64 (9.61) (9.97)

(22.84) 0.11 (22.73) (10.50)

(25.76) (25.76) (11.84)

(29.42) (29.42) (11.93)

(33.99) (33.99) (12.21)

Wtd. Avg. no. of shares

Cash & cash equivalents Other int. bearing assets

Interest-bearing debt Net interest-bearing debt

Investments Tangible assets Gross capex (31.96) Sale of fixed assets 0.49 Net capex (31.47) Depreciation tangibles (6.57)

Note:- The figures shown in the brackets means NEGATIVE.

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9

FUNDAMENTAL COVERAGE

DFM FOODS LIMITED

RUDRA SHARES & STOCK BROKERS LTD

Cash Flow Analysis Particulars EBIT Depreciation Dep. (ex goodwill) in Inventories in Debtors in Creditors

201603 201703 42.17 29.59 6.57 7.23 6.57 7.23 3.22 (4.10) 0.02 (0.01) 17.94 6.72 Other W.C Inc./decrease 0.18 (2.98) in W.C 21.36 (0.37) Tax paid (11.46) (6.64) Operating Cash 58.64 29.81 Flow Net interest (5.67) (4.49) Cash Earnings 52.97 25.32 Gross CapEx (31.96) (53.68) Sale of fixed assets 0.49 0.43 Net CapEx (31.47) (53.25) Free CF pre divi21.50 (27.93) dend Dividend (5.00) (5.00) Free CF post Divi16.50 (32.93) dend Net acqui./disposals Net cash flow 16.50 (32.93)

201803 45.20 9.97 9.97 (4.42) (0.01) (6.12) 1.51 (9.04) (11.87)

201903 58.00 10.50 10.50 1.62 0.03 8.30 (0.73) 9.22 (14.61)

2020E 68.14 11.84 11.84 (2.74) (1.91) (4.65) (17.44)

2021E 81.02 11.93 11.93 (1.62) (3.88) (5.50) (21.28)

2022E 96.68 12.21 12.21 (2.63) (3.96) (6.60) (25.93)

34.26

63.11

57.89

66.16

76.36

(10.02) 24.24 (10.25) 0.64 (9.61)

(10.63) 52.48 (22.84) 0.11 (22.73)

(10.00) 47.89 (25.76) (25.76)

(10.09) 56.08 (29.42) (29.42)

(10.25) 66.11 (33.99) (33.99)

14.63

29.75

22.12

26.65

32.12

(5.01)

(6.27)

(6.25)

(6.26)

(6.26)

9.62

23.48

15.87

20.40

25.86

9.62

23.48

15.87

20.40

25.86

Note:- The figures shown in the brackets means NEGATIVE.

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FUNDAMENTAL COVERAGE

DFM FOODS LIMITED

RUDRA SHARES & STOCK BROKERS LTD

RATIO Analysis Particulars

201603 201703

201803

201903

2020E

2021E

2022E

Return on assets Return on equity ROCE

-

8.20% 24.71% 10.94%

8.82% 24.93% 14.23%

11.65% 29.19% 16.04%

12.33% 27.78% 16.63%

13.28% 26.78% 17.97%

14.10% 25.83% 19.30%

EBIT Margin Pre tax margin Net Profit Margin

-

8.65% 7.34% 5.40%

10.63% 8.27% 5.48%

11.99% 9.79% 6.99%

12.43% 10.60% 7.42%

12.94% 11.33% 7.93%

13.37% 11.95% 8.37%

Total asset turnover Fixed asset turnover Equity turnover

-

1.52 2.52 4.58

1.61 2.67 4.55

1.67 2.92 4.17

1.66 3.07 3.74

1.67 3.22 3.38

1.68 3.38 3.09

Current Ratio Quick Ratio Cash Ratio

-

0.84 0.61 0.02

1.25 0.88 0.04

1.63 1.33 0.52

1.67 1.34 0.54

1.68 1.35 0.58

1.68 1.34 0.61

Receivable Days Inventory Days Payable Days Conversion Cycle (Days)

-

0.02 20.11 42.49

0.02 20.80 36.41

0.01 19.75 33.91

0.00 17.90 33.61

0.00 17.20 31.56

0.00 16.19 29.67

-

(22.36)

(15.59)

(14.15)

(15.71)

(14.36)

(13.48)

-

1.72

2.18

1.88

1.80

1.72

1.67

-

0.58 1.39

0.52 1.07

0.46 0.86

0.41 0.68

0.35 0.55

0.31 0.44

Financial Leverage Effect Debt to Capital Debt to Equity

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FUNDAMENTAL COVERAGE

DFM FOODS LIMITED

RUDRA SHARES & STOCK BROKERS LTD

Disclosures : Business Activity : Rudra Shares & Stock Brokers Limited is engaged in the business of providing broking services & distribution of various financial products. RUDRA is also registered as a Research Analyst under SEBI(Research Analyst) Regulations, 2014. SEBI Reg. No. INH100002524.

Disciplinary History : There has been no instance of any Disciplinary action, penalty etc. levied/passed by any regulation/administrative agencies against RUDRA and its Directors. Pursuant to SEBI inspection of books and records of Rudra, as a Stock Broker, SEBI has not issued any Administrative warning to Rudra.

Terms & Conditions of issuance of Research Report: The Research report is issued to the registered clients. The Research Report is based on the facts, figures and information that are considered true, correct and reliable. The information is obtained from publicly available media or other sources believed to be reliable. The report is prepared solely for informational purpose and does not constitute an offer document or solicitation to buy or sell or subscribe for securities or other financial instruments for clients.

Disclosures with regard to ownership and material conflicts of interest : Rudra or its research analysts, or his/her relative or associate has any direct or Indirect financial interest in the subject company.

Rudra or its research analysts, or his/her relative or associate has any other material conflict of interest at time of publication of the research report.

Rudra or its research analysts, or his/her relative or associates have actual ownership of one per cent or more securities of the subject company.

Disclosures with regard to receipt of compensation : Rudra or its associates have received any compensation from the subject company in the past twelve months.

Rudra or its associates have managed or co-managed public offering of securities for the subject in the past twelve months.

Rudra or its associates have received any compensation or other benefits from the subject company or third party in connection with the research report .

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NO NO NO

NO NO

NO

12

FUNDAMENTAL COVERAGE

DFM FOODS LIMITED

RUDRA SHARES & STOCK BROKERS LTD

Other Disclosures: The research analyst has served as an officer,director,employee of the subject company.

Rudra or its research analyst has been engaged in market making activity for the subject company.

Rudra or its or associates have received any compensation from the subject company in the past twelve months.

NO NO NO

Disclaimers: This Research Report (hereinafter called report) has been prepared and presented by RUDRA SHARES & STOCK BROKERS LIMITED, which does not constitute any offer or advice to sell or does solicitation to buy any securities.

The information presented in this report, are for the intended recipients only. Further, the intended recipients are advised to exercise restraint in placing any dependence on this report, as the sender, Rudra Shares & Stock Brokers Limited, neither guarantees the accuracy of any information contained herein nor assumes any responsibility in relation to losses arising from the errors of fact, opinion or the dependence placed on the same.

Despite the information in this document has been previewed on the basis of publicly available information, internal data , personal views of the research analyst(s)and other reliable sources, believed to be true, we do not represent it as accurate, complete or exhaustive. It should not be relied on as such, as this document is for general guidance only.

Besides this, the research analyst(s) are bound by stringent internal regulations and legal and statutory requirements of the Securities and Exchange Board of India( SEBI) and the analysts' compensation was, is, or will be not directly or indirectly related with the other companies and/or entities of Rudra Shares & Stock Brokers Ltd and have no bearing whatsoever on any recommendation, that they have given in the research report. Rudra Shares & Stock Brokers Ltd or any of its affiliates/group companies shall not be in any way responsible for any such loss or damage that may arise to any person from any inadvertent error in the information contained in this report. Rudra Shares & Stock Brokers Ltd has not independently verified all the information, which has been obtained by the company for analysis purpose, from publicly available media or other sources believed to be reliable. Accordingly, we neither testify nor make any representation or warranty, express or implied, of the accuracy, contents or data contained within this document. Rudra Share & Stock Brokers Ltd and its affiliates are engaged in investment advisory, stock broking, retail & HNI and other financial services. Details of affiliates are available on our website i.e. www.rudrashares.com.

We hereby declare, that the information herein may change any time due to the volatile market conditions, therefore, it is advised to use own discretion and judgment while entering into any transactions, whatsoever.

Individuals employed as research analyst by Rudra Shares & Stock Brokers Ltd or their associates are not allowed to deal or trade in securities, within thirty days before and five days after the publication of a research report as prescribed under SEBI Research Analyst Regulations.

Subject to the restrictions mentioned in above paragraph, we and our affiliates, officers, directors, employees and their relative may: (a) from time to time, have long or short positions acting as a principal in, and buy or sell the securities or derivatives thereof, of Company mentioned herein or (b) be engaged in any other transaction involving such securities and earn brokerage or profits.

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