Competition in the Audit Market

I attended a “roundtable” event at the Financial Reporting Council (FRC) on Monday. It was primarily a discussion of audit market competition and how to improve it, with private investors attending. But as I said at the meeting the key issues in the audit market are the quality of audits and the accountability of auditors. Too many blatant frauds go undetected by auditors, and they avoid any responsibility for their errors. Being able to avoid accountability for their failings has resulted in declining audit standards over the last few decades. The Caparo legal judgement is one big reason as it prevents shareholders suing auditors for their failings. It needs overturning.

These thoughts were echoed by other speakers at the meeting although the FRC made clear that their focus is on quality.

The Kingman review of the FRC was critical of the audit sector and its regulation by the FRC while the Competition and Markets Authority (CMA) is undertaking a review of the market for audit services which is dominated by the big four audit firms.

Would improved competition for audit services improve the quality of auditing is one key question? Or simply lead to a race to the bottom as price competition was increased? Alternatively could quality be improved by improving the work of audit committees and how they select auditors? All of these questions were discussed but no specific conclusions reached.

One proposal to improve competition is to enforce “joint” or “shared” audits where all audits of larger companies would require the involvement of more than one audit firm. This might enable smaller audit firms to become more experienced and more credible to take on larger audits it is argued. But as I said in my response to the CMA consultation: “ So far as investors are concerned, joint and several liability would be a positive advantage to ensure audit quality in theory. But in practice as auditors avoid liability for most failings, it might not matter a great deal”.

I do not see how joint or shared auditing will improve the quality of audits or necessarily improve competition either. An alternative suggestion that there should simply be a cap on the market share of any one audit firm seems a better and simpler solution to the competition issue.

Apparently according to a report in the FT, audit firms have been lobbying hard to retain the status quo. The FT reported the comments of Will Hayter, a director of the CMA that those in the industry should not doubt the CMA’s resolve to go “from four to more” [audit firms].

Improving competition is undoubtedly of benefit even if it just avoids the risk of one of the big four collapsing (as happened with major audit firm Andersen a few years ago after reputational damage and criminal charges over the Enron fraud). But shareholders major concern is improving the quality of audits so that fraud is detected and dubious financial reports are not published; in other words to ensure that published accounts do indeed contain a “true and fair” view of the financial position of a company.

One example of where they might not be was mentioned in the meeting which is the accounts of Burford Capital (BUR) which I have also commented on myself negatively recently, much to the displeasure of Burford holders. All Burford shareholders should read the article by John Dizard published in the FT on the 17th February and entitled “Burford faces long wait over $1bn Argentina claim”. It questioned the valuation of the Petersen legal claim. See https://www.ft.com/content/6debcc05-e368-44b2-bb99-618b7bc0a618 . The key issue is reliance on the management to value the legal claims where any cash arising from the claimed profits based on the valuation of on-going claims may be a long time in coming, if at all.

In summary we need to improve the accounting and auditing standards if investors are to rely on the published accounts of companies. In the meantime investors will need to take a more sceptical view of the accounts of companies and not take them at face value.

Roger Lawson (Twitter: https://twitter.com/RogerWLawson )

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Population Growth Problem, Trump at Davos and More Bad News at Ted Baker

 

7.7 Billion and Growing. That was the subtitle of a BBC TV Horizon programme last night on population. Chris Packham was the presenter. He said the world’s population was 5 million 10,000 years ago but by 2050 it is forecast to be 10 billion. He showed the impact of excessive population on biodiversity and on rubbish generation with lots of other negative impacts on the environment. It is surely one of the most important things to think about at present, and will have major economic impacts if not tackled.

The big growth is coming in countries such as Brazil and Nigeria. Sao Paolo is now 5 times the size of London and it’s running out of water. So are many other major cities including London. The growth in population is being driven by better healthcare, people living longer but mainly via procreation. A stable population requires 2.1 babies per family, but it is currently 2.4. In Nigeria it’s 5!

In some countries it is lower than that. It’s 1.7 in the UK (but population is growing from immigration) and it’s 1.4 in Japan where an ageing population is creating social and economic problems.

The FT ran an editorial on the 14th of January suggesting population in Europe needed to be boosted but it received a good rebuke in a letter published today from Lord Hodgson. He said “Global warming comes about as a result of human activity, and the more humans the more activity.  This is before counting the additional costs of the destruction of the natural world and the depletion of the world’s resources. In these circumstances suggesting there is a need for more people seems irresponsible”.

I completely agree with Lord Hodgson and the concerns of Chris Packham. The latter is a patron of a campaigning charity to restrain the growth in population called Population Matters (see  https://populationmatters.org/ ). Making a donation or becoming a member might assist.

For a slightly different view in Davos President Trump made a speech decrying the alarmist climate views and saying “This is a time for optimism, to reject the perennial prophets of doom and their predictions of the apocalypse”. He was followed by a 17-year old with limited education who said just that and got more coverage in some of the media. I believe Trump and moderate environmental writers like Matt Ridley who suggest we can handle rises in world temperature and that the future is still rosy. But we surely do need to tackle the problem of a growing world population.

Chris Packham reported how this was done somewhat too aggressively in India and China but there are other ways to do it via education and financial incentives. Just ensuring enough economic growth in poorer countries will ensure population growth is minimised. Let’s get on with it!

On a more mundane matter, I have previously commented on the audit failure at Ted Baker (TED). The latest bad news today after an independent review it has been discovered that the inventory problem is twice as worse than previously reported. The company now states that inventory in January 2019 was overstated by £58 million. The share price has fallen by another 7% at the time of writing.

This is not just another example of a minor audit failure. Stock value in the Jan 2019 Annual Report was given as £225 million so that is a 22% shortfall. Auditors are supposed to check the stock and its valuation so this is a major error. It will reinforce the complaints of many investors that audit quality in the UK is simply not good enough and the Financial Reporting Council (FRC ) has been doing a rather inept job in regulating and supervising auditors. But will we see the proposed replacement by ARGA anytime soon, which will require some legislation? It seems this is not a high Government priority at present.

Roger Lawson (Twitter: https://twitter.com/RogerWLawson )

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Brydon Audit Review and FRC Update

Readers probably don’t need to be reminded of the poor reputation of auditors and accountants. The announcement yesterday from Staffline Group (STAF) reiterates the point. They note the latest analysis indicates that 2018 profits were overstated by about £4 million. The CFO, Mike Watts, has left with immediate effect.

Sir Donald Brydon has published his review of the audit market and makes recommendations for significant changes. This is what he says in a preface:

“The quality and effectiveness of audit has become an increasingly contested issue, with the result that this Review has been commissioned. Some consider that audit is good enough but the starting place of this Report is that it is not.

At a time when information is everywhere and there is no obligation on users of the internet to be truthful, it matters even more that shareholders, and others, can trust what directors are communicating. Auditors have a unique advantage in having the right to see everything that goes on in a company and to assess whether that trust is deserved”.

The recommendations encompass:

  • A redefinition of audit and its purpose;
  • The creation of a corporate auditing profession governed by principles;
  • The introduction of suspicion into the qualities of auditing;
  • The extension of the concept of auditing to areas beyond financial statements;
  • Mechanisms to encourage greater engagement of shareholders with audit and auditors;
  • A change to the language of the opinion given by auditors;
  • The introduction of a corporate Audit and Assurance Policy, a Resilience Statement and a Public Interest Statement;
  • Suggestions to inform the work of BEIS on internal controls and improve clarity on capital maintenance;
  • Greater clarity around the role of the audit committee;
  • A package of measures around fraud detection and prevention;
  • Improved auditor communication and transparency;
  • Obligations to acknowledge external signals of concern;
  • Extension of audit to new areas including Alternative Performance Measures; and
  • The increased use of technology.

Comment:

Many of the proposals may improve the information available to investors and help prevent fraud or false accounts. But they will add a substantial burden on auditors, and hence costs on companies. I can see some opposition from the latter when the details are consulted upon.

Some of the proposals will increase engagement with shareholders and the role of the Annual General Meeting so are to be welcomed.

The proposals are likely to be taken forward by the new ARGA body which will replace the Financial Reporting Council (FRC) and which was included in the Queen’s Speech today.

You can read the Brydon Report here: https://tinyurl.com/t7va5fl – 120 pages of Christmas reading to fill the days when there is no news and little to do.

The FRC have also published a revised version of their “Ethical Standard” so as to strengthen auditor independence and ban conflicts of interest. See  https://tinyurl.com/soc8hq3 – that’s another 102 pages for Christmas reading although this may be more of interest to auditors than investors.

To conclude, Donald Brydon included this poem in his report just to amuse you, and to show that the concerns about audits are not new (it dates from the 1930s):

The Accountant’s Report

We have audited the balance sheet and here is our report:

The cash is overstated, the cashier being short;

The customers’ receivables are very much past due,

If there are any good ones there are very, very few;

The inventories are out of date and practically junk,

And the method of their pricing is very largely bunk;

According to our figures the enterprise is wrecked….

But subject to these comments, the balance sheet’s correct.

 

Roger Lawson (Twitter: https://twitter.com/RogerWLawson )

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Edinburgh IT Fires Manager and Grant Thornton Fined

The Edinburgh Investment Trust (EDIN) has fired fund manager Invesco. This company is an equity income trust focused primarily on the UK, although it also has an objective to increase the Net Asset Value per share in excess of the growth in the FTSE All-Share Index. But in the last few years it has signally failed to achieve that objective. According to the AIC it has fallen behind the sector average in growth in net asset value per share in all of the last year, the last 3 years and the last five years. In the last year alone the total return was 7.0% versus 15.6% for the sector. In other words, it’s a pretty abysmal record.

The company is appointing Majedie Asset Management as the new manager. This is what the company had to say about the reason for the change: “As detailed in the Interim Results announcement also published today, the Company has experienced another period of weak investment performance. This extends the period of underperformance relative to the Company’s benchmark to over three years and is a major disappointment for the Board as well as our shareholders. The Board understands that all good conviction fund managers experience periods of underperformance and a focus on long-term results requires shareholders sometimes to bear bouts of relative weakness especially during times when the fund manager’s style is out of favour. However, your portfolio has suffered from a number of stock specific issues: that is to say large falls in prices of stocks held in the portfolio, the cause of which is specific to each stock rather than resulting from broad market movements. Collectively these stocks have been a significant contributor to the weak performance of the Company and increasingly has led the Board to question the effectiveness of the investment process”.

These are the top ten holdings in the trust: BP, British American Tobacco, Legal & General, Next, Shell, Tesco, BAE Systems, Roche, British Land and Derwent London.

Comment: Firing an investment manager does not happen very often, but certainly the board of the company seems to have given the manager quite long enough to show that improvement was taking place. Shareholders will question whether they allowed the underperformance to go on way too long.

Grant Thornton has been fined £650,000 by the Financial Reporting Council (FRC) after identifying various failures in an audit on an unnamed company in 2016. They refuse to disclose which company was involved.

Grant Thornton has been involved in a number of poor or defective audits, such as at Patisserie Holdings, Vimto, Globo and Salford University. The FRC claims that “We promote transparency and integrity in business” on its web site so why should we not be told the company concerned? It is surely not in the public interest to conceal the name of the company. They clearly still have a “cultural” problem about how they handle investigations.

Roger Lawson (Twitter: https://twitter.com/RogerWLawson )

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Ted Baker Audit Failure, SRT Marine Big Deals and Population Growth

The bad news this morning for holders of retailer Ted Baker (TED) is that the company has announced an independent review of its inventory. It says it has identified that the value of inventory held on its balance sheet has been overstated. It estimates that the figure is up to £25 million and that it relates to prior years. This looks like yet another audit failure (the auditors are KPMG).

The share price is down 10% today at the time of writing but it’s been falling for a long time so it’s now down well over 80% from its peak at the start of the year. Warnings about its stock holding are not new. This is what the Investors Chronicle had to say in October: “Ted Baker’s stock levels have been a cause for concern. Inventories have grown consistently in recent years, reaching a peak of 37 per cent of revenues at the full year”. For a clothing retailer to hold that much stock seems simply unreasonable. That report came after an unexpected half year loss. I suspect that even worse news may come out in due course.

On Friday an article by Simon Thompson in Investors Chronicle contained a puff for SRT Marine Systems (SRT). This made for interesting reading as I used to hold the stock – sold at 25p in 2012, price now 52p. I sold because of repeated lack of progress and overoptimistic forecasts of big deals in the pipeline. The CEO (he’s still there) seemed to be a perennial optimist and even analysts started to become wary. Revenue and profits jumped around from year to year (big profits in 2019 after losses in 2018) and the share price jumped around similarly. Simply not the kind of company I like to hold.

Has anything changed to cause Simon to tip the share? The basis is a big deal (a “game changing contract worth £31.8 million”) to sell AIS systems for marine surveillance in the Philippines. There are also other similar deals in the pipeline. This is what is says in the recently published Interim Report in which they also reported a major loss: “Most of our system discussions are confidential in nature and usually have a long gestation period due to the nature of a government turning a general idea into a real system with all the necessary regulations, budgets and approvals. Over the last few years, we have followed a very steep learning curve in respect of understanding the realities of the intricacies and complexities of the processes that each of these large contracts must complete prior to SRT being contracted. Whilst predicting timescales remains imperfect, this knowledge now enables us to more accurately characterise system opportunities with regards to their status within a customer’s process and better understand the real time window within which we would expect to be contracted and start implementing an SRT-MDA system. We hope this will reflect in an improving ability to provide market updates on the status of future system contract opportunities”.

Big projects also create big risks though, and soak up working capital. Will they be completed on time and within budget? Will the customers be satisfied and pay on time? I won’t be jumping in to follow Simon Thompson’s tip just yet. I’ll wait to see if the leopard can change its spots.

Another interesting article over the weekend was one by David Miles (Professor of Economics at Imperial College). It was headlined: “Why our rising population will bring with it a decreasing standard of living”. The article argues that with a rising population the country needs to invest more simply not just to maintain the capital asset stock but to cover the demands of the extra population – for housing and transport for example. But the higher the population growth, the less your ability to maintain assets per person unless you raise savings. But that means lower consumption, hence we become individually poorer.

Population growth is certainly a concern of mine, and likewise for many other people who live in the London area. What follows is a article I recently wrote on that subject for another organisation:

London Congestion – It’s Only Going to Get Worse

As anyone who has lived in London for more than a few years probably knows, the population of the metropolis has been rapidly rising. This has resulted in ever worse congestion not just on the roads but on public transport also. The roads are busier, rush hours have extended and London Underground cannot handle the numbers who wish to travel on some lines during peak hours. Even bus ridership has been declining as the service has declined in reliability and speed due to traffic jams.

The Greater London Authority (GLA) has published some projections of future population numbers for the capital and the conclusion can only be that life is going to get worse for Londoners over the next few years.

The current population is about 8.8 million but is forecast to grow to 10.4 million by 2041, i.e. an 18% increase. This increase is driven primarily by the number of births and declining death rates. The relatively high numbers of births in comparison with what one might expect is because London has a relatively youthful population. One can guess this is the case because of the high numbers of migration from overseas which results in a net positive international migration figure while domestic migration to/from the rest of the UK is a net negative, i.e. Londoners are being replaced by immigrants.

But population increase in London does not have to be so. The chart below shows you the trend over the last 100 years and as you can see London has only recently reached the last peak set in 1939. During the 1960s to 1990s the population fell. What changed? In that period there was a policy to reduce overcrowding in London and associated poor housing conditions by encouraging relocation of people and businesses to “new towns”. But when Ken Livingstone took power he adopted policies of encouraging more growth. His successors have continued with those policies and have promoted immigration, e.g. with Sadiq Khan’s “London is Open” policy.

London Population Trend

Many Londoners complain about the air pollution in the London conurbation without understanding that the growth in businesses and population have directly contributed to that problem. More people means more home and office heating, more transport (mainly by HGVs and LGVs) to supply the goods they require, more emissions from cooking, and many other sources. The Mayor thinks he can solve the air pollution issues by attacking private car use and ensuring goods vehicles have lower emissions but he is grossly mistaken in that regard. The problem is simply too many people.

Building work also contributes to more emissions substantially so home and office building does not help. But the demand for new homes does not keep pace with the population growth resulting in many complaints that people have to live in cramped apartments or cannot find anywhere suitable to live at all. Likewise new public transport capacity does not keep pace with the increased demand. There is some more capacity on the Underground but only on some lines and not much while Crossrail which might have helped has been repeatedly delayed.

The economy of London is still buoyant.  But all the disadvantages of overcrowding in London mean that Londoners are poorer in many ways. Indeed if Professor Miles is right, they will be cash poorer as well. Those who can move out by using long-distance commuting or relocating permanently thus leaving London to be occupied by young immigrants.

Any Mayor who had any sense would develop a new policy to discourage immigration, encourage birth control and encourage emigration to elsewhere in the UK or the Rest of the World. But I doubt Sadiq Khan will do so because a poorer population actually helps him to get elected. It’s a form of gerrymandering.

If Sadiq Khan wanted Londoners to live in a greener, pleasanter city with a better quality of life then he would change direction. But I fear only intervention by central Government will result in any change.

Go here for more details of the GLA projections of London’s population: https://data.london.gov.uk/dataset/projections-documentation

Roger Lawson (Twitter: https://twitter.com/RogerWLawson )

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AppScatter Group – Another Case of Very Dubious Accounts

Last night I gave a presentation on my new book and explained why accounts are not to be trusted. I said that there were several new examples revealed every month of dubious accounts and today we have another one. In this case the company is AppScatter Group (APPS). This is an AIM listed company whose shares are currently suspended because of a proposed acquisition. I do not hold the shares but have been monitoring it as it operates in a sector that is of interest to me.

Today they published their interim results for the period to the end of June. To quote from it: “appScatter is a scalable B2B SaaS platform that allows paying users to distribute their apps to, and manage their apps on, multiple app stores. Additionally, the centralised platform enables app developers and publishers to manage and track performance of their own and competing apps across all of the app stores on the platform”.

Launch of the platform is behind schedule putting pressure on working capital so they have issued equity to raise £1.6 million and entered into a loan facility for £5 million on which they are paying 11% interest to cover that and the acquisition costs.

Revenue was up on the 2018 figure at £710k but the half year loss was £5.1 million. But this is the really surprising statement: “The revenue for the first six months of 2018 included accrued revenue of £576,573. This related to work carried out for corporate customers where invoicing was anticipated to occur after the reporting date.  Only £38,000 of this work had been invoiced as at 31 December 2018 and given timing uncertainties under when the balance will be invoiced the accrued revenue was not recognised for the twelve months to 31 December 2019. On a consistent basis the comparable revenue figure for the first six months of 2018 would be £365,596”.

So in simple words, they recognised future revenue when there was no certainty of invoicing or when it could be billed. This is just totally imprudent accounting but the directors signed off on this and their AIM Nomad would have done so also.

This kind of sharp practice hardly inspires confidence in the future of the business. But it’s symptomatic of the lax accounting standards that have crept into public companies of late. The 2018 full year results show the CFO resigned in June 2018 and adoption of IFRS15 reduced revenue by £1 million over the prior year. The accounts were also qualified by their auditors over the valuation of their investment in Priori Data.

Unfortunately although I do not hold the company directly it is held by two of the Venture Capital Trusts I hold. I hope they make representations to the management on this issue.

Roger Lawson (Twitter: https://twitter.com/RogerWLawson )

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Eddie Stobart Logistics and Reasons to be Fearful

No sooner had I published a book that says investors cannot trust the accounts of companies when making investment decisions (“Business Perspective Investing”) than we have yet another case of dubious financial reporting. The latest example is that of Eddie Stobart Logistics (ESL) which has announced that “the Board is applying a more prudent approach to revenue recognition, re-assessing the recoverability of certain receivables, as well as considering the appropriateness of certain provisions”. CEO Alex Laffey is leaving with immediate effect, profits seem to now be uncertain, the dividend is being reviewed and the shares have been suspended. In other words, it’s one of those shock announcements that undermines investor confidence in company accounts and in the stock market in general.

That follows on from the case of Burford Capital where revenue recognition has also come into question and I personally doubt the accounts are prudent. We seem to be getting about one case per week recently of accounts that are called into question or where significant restatements are required. I may need to revise my book sooner than expected because it contains a list of examples of dubious and fraudulent accounts in companies which is rapidly becoming out of date!

ESL is of course one of Neil Woodford’s largest investment holdings – he holds 22% of the company. Mr Woodford has also suffered from a write down in the value of his holding via Woodford Patient Capital Trust in Industrial Heat due to slow business progress. This is a company focused on “cold fusion” technology. Mr Woodford seems to be adept at picking risky investments of late which is not how he built his former reputation. Even the Sunday Times is now attacking Neil Woodford with an article today headlined “Neil Woodford’s worthless tech bets” which covers his investments in Precision Biopsy and SciFluor Life Sciences and which are now alleged to be almost worthless. I feel it’s going to be a very long time before his reputation recovers.

As regards more wider issues, there was a very good article by Merryn Somerset Webb in Saturday’s Financial Times under the headline “So many reasons to be fearful”. She points out that due to low interest rates making it seem irrelevant how long it might be before exciting companies actually produce returns, value stocks are trading lower relative to growth stocks than they have for 44 years. The pound is also at a 35-year low against the dollar and US stock prices at a 50-year high relative to US GDP.

Bond yields are so low that even in nominal terms they are negative in many parts of Europe. What should investors do? She comes up with some suggestions such as investing in commodities such as gold or silver, or even oil because there is a risk that with Governments running out of options to stimulate their economies, they may start printing money which will drive up inflation.

She also comments on a likely new “cold war” to be fought by the USA and China over trade which will may profoundly affect many of our investments. She argues that the next 30 years may be very different to the last 30.

Altogether an interesting article well worth reading if just to remind ourselves that the world is rapidly changing and that we live in very unusual times.

Roger Lawson (Twitter: https://twitter.com/RogerWLawson )

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