Category: Companies

Chrysalis VCT AGM Report

Last week (27/2/2018) I attended the Annual General Meeting of Chrysalis VCT Plc (CYS) in the City of London. Here’s a brief report on the event. There were about half a dozen ordinary shareholders present, the three directors and fund management representatives despite the difficult travel conditions.

Chrysalis is of course a venture capital trust but somewhat different to many VCTs. It has a good performance record in recent years but does not undertake share buy-backs. As a result the shares trade at a high discount to NAV (about 20% at the time of writing). With a dividend yield of about 8% (and no tax on VCT dividends), many of the current shareholders may have purchased their shares in the market although some of my holdings date back to the year 2000 when I claimed capital gains roll-over relief.

The company is relatively small in size for a VCT, and the new VCT rules which require such companies to focus on early stage investments are causing the board some concerns apparently. There is reference in the Annual Report to “a review of the options available to the Company” and there was considerable discussion on that topic at the AGM.

Should the company wind-up? Or simply become an ordinary investment company rather than a VCT? Or perhaps look for a merger with another VCT? As regards the latter possibility, this company seems to be getting into the same situation as Rensburg AIM VCT which eventually merged with Unicorn but rather late in the day and after a lot of encouragement from me to take action. I likewise encouraged the directors of this company to make decisions fairly soon on the future of the company.

One matter discussed at the AGM was the company’s large investment in Coolabi where they hold debt repayable in 2020. Having looked at the Annual Report of that company available from Companies House before the meeting, I have a pretty jaundiced view of the value of that business. Although Chrysalis increased the valuation of their loan in the accounts, they actually wrote down their equity stake to zero it transpired (holders of Edge VCT who have a big equity stake in Coolabi should note). However, fund manager Chris Kay did make some very positive comments about the value of the intellectual property in Coolabi.

Chris also commented on the difficulty of making new investments at present with small companies now valued very highly and lots of competition for the good ones. The new VCT rules are making it more difficult and it seems that there are still long delays on getting pre-approval (advance clearance) from HMRC (now 3 to 6 months).

Obviously what the company decides to do affects different shareholders in different ways, depending on their tax status, whether they claimed roll-over relief on investment, and their desire to convert their holdings into cash. The company may do a survey of shareholders but they are not sure they will get a good response.

Those present gave their views on the situation and there were some differences. I plan to write to the Chairman giving my views in more detail. For example, I will probably suggest a “shareholder committee” that might act as a consultative group.

If you are holding shares in Chrysalis, are interested in discussing the future of this company, or would like a copy of my letter to the Chairman, you can contact me via this web page (my company’s web site): http://www.roliscon.com/contact.html

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

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It’s a Bleak Mid-Winter

It’s a bleak mid-winter, everybody is hunkering down against the icy winds, Royal Mail have given up delivering post even in the London suburbs, and retailers are suffering. Well no, actually it’s the second day of Spring but the first was the coldest one on record. It’s not surprising that many people have a jaundiced view of the science of global warming.

But the stock market is drifting down and the news from many companies is dire. Let’s review some of those to start with. Note: I hold or have held some of the companies mentioned.

Safestyle (SFE) sell replacement plastic windows. You would have thought households would be rushing to replace their tired and leaking windows in the bad weather but apparently not. On the 28th Feb they announced a profit warning and the share price fell 37% in the next two days. Is that because of difficulties in installing in the bad weather? No, that will come later no doubt. The problem was lack of order intake so far this year. The real problem is “the activities of an aggressive new market entrant” in an “already competitive landscape” – the latter presumably referring to consumers cutting back on big ticket items. Historically the company showed great return on capital and good profits but the old problem of lack of barriers to entry of competition seems to be the issue.

Carpetright (CPR) also issued a profit warning yesterday. They now expect a loss for the year and blame “continued weak consumer confidence”. It seems they need to have a chat with their bankers about their bank covenants, but the latter “remain fully supportive”. I suspect the real issue here is not consumers (most buyers replace carpet in one room at a time so they are not exactly big purchases) but competition, including from Lord Harris’s son (Phil Harris was the founder and Chairman of Carpetright for many years). Other carpet suppliers (such as Headlam which I hold) have not seen such a major impact, but perhaps they are not as operationally geared as Carpetright. Or the bad news will come later.

Many retailers have faced a changing market – the market never stands still, with internet sales impacting many. Both Toys-R-Us and Maplin have gone into administration. The latter have no doubt been particularly hit by the internet and Amazon, but they have also suffered by private equity gearing up their balance sheets with very high levels of debt. Neither seemed particularly adept at keeping up with fashion. Might just be a case of “tired” stores and dull merchandise ranges. But why would anyone buy from a Maplin store when they could order what they needed over the internet (from Maplin, Amazon or thousands of other on-line retailers) and get it delivered straight to their door in 24 hours? In addition, many such on-line suppliers avoid paying VAT so Maplin was going to suffer from price comparisons.

But there has been some better news. IDOX (IDOX) published their final results yesterday – well at least there was no more bad news. They issued previous profit warnings after a dreadful acquisition of a company named 6PM, and the CEO, Andrew Riley, then went AWOL on health grounds. In addition there were problems with inappropriate revenue recognition, a common issue in software companies. Mr Riley has now definitely departed permanently and former CEO Richard Kellett-Clarke continues to serve as interim CEO.

The latest financial figures report revenue up 16% for the year although some of the increase will be from acquisitions. The profit figures reported on the first page of the announcement are best ignored – they talk about EBITDA, indeed “adjusted EBITDA” and “adjusted earnings”. I simply skipped to the cash flow statement which indicated “net cash from operating activities” of £13.4 million. That compares with a market cap at the time of writing of £152 million, so the cash earnings yield might be viewed as 8.8%.

They did spend £24.3 million on “investing activities”, mainly financed by the issue of new shares, last year and much of that might effectively have been wasted. But cash flow going forward should improve. Unadjusted diluted earnings per share were very substantially reduced mainly due to increased overheads, higher amortisation and high restructuring and impairment costs. These certainly need to be tackled, but the dividend was increased which shows some confidence in the future.

The share price perked up after the results announcement but some commentators, such as my well-known correspondent Tom Winnifrith, focused on the balance sheet with comments such as “negative current assets” (i.e. current ratio less than one) and less polite phrases – he does not pull his punches.

Any accountant will tell you that a company with a current ratio (current assets divided by current liabilities) of less than 1.4 is likely to go bust simply because they risk running out of cash and will not be able to “meet their debts as they become due” (i.e. will become insolvent).

Am I concerned? No because examination of the balance sheet tells me that they have £19.8m of deferred income in the current liabilities (see note 18). This represents support charges which have been billed in advance for the year ahead. Such liabilities are never in fact crystalised in software companies. So deducting that from the current liabilities results in a current ratio that is a positive 1.7.

The balance sheet now does have substantial debt on it, offset by large amounts of “intangible” assets due to capitalisation of software development costs which many folks would ignore. The debt certainly needs to be reduced but that should be possible with current cash flow, and comments from the CEO about future prospects are positive. That is why the share price rose rather than fell I suggest on the announcement, plus the fact that no more accounting issues had been revealed.

There are promises of Spring next week, so let us hope that this will improve the market gloom that seems to be pervading investors of late. Even retailers may do better if shoppers can actually get to their shops. We just need the sun to come out for a few days and flower buds to start opening, for the mood to lighten but I fear my spring daffodils have been frozen to death.

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

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Running Out of Gas, and InvestorEase to Close

Media reports suggest that National Grid is running out of gas, and having to pay industrial users to stop consuming it. This is due to the exceptionally cold weather spell. But National Grid has also been running out of shareholders because of fears over possible nationalisation. The share price is down by 33% on its peak in 2016. As I have probably said before, the threat of nationalisation has undoubtedly spooked international investors who now dominate the holdings of UK public companies.

It seems Macquarie analysts have suggested that investors should encourage utility companies to move their domicile to another country. Shadow business secretary Rebecca Long-Bailey has said “Transferring asset holdings overseas in pursuit of higher compensation shows total contempt for the British Public”, but I think she complains too much. Surely moving the registration of a holding company would not be effective? The Government could just take control of the assets and bearing in mind principles set by other recent laws and legal judgements, just pay what they wanted. It would all be justified as being “in the national interest” even under EU law if that still applied.

One would have to pick the domicile carefully to gain much benefit. For example, National Grid has substantial assets in the USA so they could possibly keep those out of reach by demerging the relevant part of their business. But that only provides limited protection to current investors.

I have not personally held National Grid for some time because of the political risk and am not invested in other utility companies either. If those companies wish to avoid the risks of a Labour Government and their current policies, they might find it wise to look at other ways of thwarting damage to their shareholders interests.

InvestorEase

InvestorEase is a share portfolio management software product which I have used for the last 20 years. The current owner (Financial Express) has announced they are closing the service at the end of May on the basis that it is no longer economic to continue with it.

This is disappointing as although I also use ShareScope, there are some features in InvestorEase that are not easily replicated in the former. InvestorEase is also quicker and easier to use than ShareScope which has so many options that configuration is complex (SharePad from the same company is not a viable alternative either from my knowledge of it). But it’s hardly surprising that FE decided to close InvestorEase as the developer who maintains the software has clearly been having difficulty and losing interest of late.

I also have a portfolio in Stockopedia, but again I am not sure that will give a good solution. I need a product/service that enables maintenance of multiple portfolios with large numbers of holdings and transactions, plus a consolidated view on demand. The other reason I am running more than one such product is because I like to have a back-up in emergencies and by duplicating entries in the two products I can spot any obvious errors easily.

So any suggestions for good alternative solutions for the private but semi-professional investor would be welcomed.

Or perhaps anyone who might have an interest in taking on the product, which has suffered from total lack of marketing in recent years, should contact Financial Express.

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

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Persimmon Pay and Rightmove Results

This morning the directors of Persimmon (PSN) gave in to demands to revise the benefits they would get from their LTIP scheme. This has drawn lots of criticism from investors, even institutional ones who voted for the scheme a few years back. They clearly either did not understand the workings of the scheme or did not understand the possible implications. I voted against it at the time as a holder of shares in this company, but then I do against most LTIPs. The LTIP concerned potentially entitles three directors and other staff to hundreds of millions of pounds in shares.

Three of the directors have agreed to cut their entitlement to shares on the “second vesting” by 50%. They have also agreed to extend the required holding period and put a cap on the value of any future exercise.

However, they have not conceded anything on the first tranche of vesting which vested on the 31st December 2017. Director Jeff Fairburn, has said he will devote a substantial proportion of his award to charity, but surely that is simply a way to minimise his tax bill.

One particularly annoying aspect of the announcement this morning is this statement therein: “The Board believes that the LTIP put in place in 2012 has been a significant factor in the Company’s outstanding performance.  In particular, it has contributed to industry-leading levels of margin, return on assets and cash generation”. This is plain hogwash. The main factors were a buoyant housing market, supported by the Government’s “Help to Buy” scheme. House prices rose sharply driven by a shortage of housing while record low interest rates encouraged buy-to-let investors. It was the most benign housing market for decades.

So although the three directors have made some concessions, and the company Chairman has resigned, I suggest this has not really been as satisfactory an outcome as many folks would have liked to see.

Rightmove Results

Another company I hold who also operate in the property sector is Rightmove (RMV). This business mainly provides an advertising platform for estate agents. Results were much as forecast with revenue up 11% and adjusted earnings per share up 14%. These are good figures bearing in mind that there were some concerns about increased competition from two other listed companies, Zoopla and OnTheMarket, plus concerns that the business was maturing. In addition the number of house moves has been falling, thus impacting one would have assumed on estate agent transactions, but they seem to be spending more to obtain what business is available to them.

There are very few estate agents, traditional or on-line ones, that are not signed up with Rightmove plus one or other of the competitors. Although growth in revenue to Rightmove has been slowing, it’s still improving mainly because of price increases and new options available to advertisers. It is clear that Rightmove has considerable “pricing power” over its customers.

The really interesting aspect of this business is their return on capital that they achieve. On my calculations the return on equity (ROE) based on the latest numbers is 1,034% (that’s not a typo, it is over one thousand per cent).

This is the kind of business I like. A dominant market position due to the “network” effect of being the largest property portal, plus superb return on capital.

But their remuneration scheme is not much better than Persimmon’s. Retiring CEO Nick McKittrick received £159,200 in base salary last year, but the benefit from LTIPs is given as £1,063,657, i.e. seven times as much. Other senior directors had similar ratios if other bonuses are included (cash bonuses and deferred share bonuses). Such aggressive bonus arrangements distort behaviour. In the case of Rightmove I believe it might have resulted in an excessive emphasis on short-term profits which has enabled their two listed competitors to grab significant market shares.

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

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More on EMIS Profit Warning

A few days ago I commented on the announcement by EMIS Group that warned about a failure to meet customer service levels and a possible hit to profits as a result of up to £10 million. As I said at the time, I wrote to the Chairman and asked several questions. Today I received a response by letter from Peter Southby, CFO. He has been there since 2012 it is worth noting.

The letter was the typical “brush-off” that individual investors tend to receive – for example it commenced: “I am afraid we are not able to respond to questions from individual shareholders on this matter for standard reasons around customer confidentiality and commercial sensitivities”. So I phoned him up and reassured him I was not seeking inside or price sensitive information. He then proved more amenable. This is what I learned:

The failure was to meet service level agreements with NHS Digital for the GP software (EMIS Web). The current contract was signed in 2014 but there was a previous similar contract.

EMIS discovered the problem themselves, following a review of customer services, rather than the client reporting it. The issue is a “low level” service issue, and not a critical item to the customers who have not been impacted significantly. The problem was not known to senior management until it was recently reported (certainly the CFO was not aware of it). It is not currently known how long the failure to meet contract terms had been running. They are working to get back within the contract terms as soon as possible. As regards the past failure and associated financial liability, it is possible the customer will accept an alternative rather than a cheque – for example, provision of software enhancements. But that is subject to negotiation.

EMIS have an active “user group” and the problem has apparently been discussed with them already.

In my original note I suggested auditors KPMG might have been at fault for not picking up this problem in their last audit, but it does sound as though that might not have been possible. However I suggest that is a question to be revisited later and it still leaves the issue of major risks not being noted in the Annual Report.

In conclusion, the problem may be less serious than first apparent, although there is still a risk in this kind of situation that more issues may be discovered the more investigations are performed. Will have to wait and see for the moment.

One thing I am certain about though, which is why I like the company. The GP end-users would hate to switch to another software product. Admittedly EMIS will have to negotiate their way out of this difficulty with NHS bureaucrats rather than end-users but when an on-going relationship of some years standing is in place, then some horse trading is the usual outcome. I’ll have to ask my GP what he knows about this problem next time I see him.

Just one final point: If you get the kind of response I got, then it’s always worth a phone call. Personal contact can make the difference.

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

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The Market, Renishaw and ASOS

We seem to be in one of those markets where investors are nervous because of a few big failures, some market commentators being bearish and the uncertainties caused by Brexit. While some of the “hot” stocks continue to power upwards, and the overall market trend in the UK is still positive, it only takes the slightest ripple to cause some stocks to fall sharply. That particularly applies to those where prices seemed to have got ahead of fundamentals.

Yesterday (25/1/2108) Renishaw (RSW) issued a trading statement. The figures were positive with adjusted earnings per share for the last 6 months to end December up by 75%. Forecasts for the full year were given as profit before tax to be between £127m to £147m which on my calculations matched the consensus forecasts of analysts for the full year. The share price promptly fell by 14.5% on the day.

Why the abrupt fall then? Well another announcement on the same day from the company contained the news that Sir David McMurtry, founder and Executive Chairman (age 77) was handing over the CEO role to William Lee (age 42). But Sir David is remaining as “Executive Chairman” with responsibility for “group innovation and product strategy”. No great change in reality then! Will Lee joined the company in 1996 so the culture is not going to change is it. Perhaps investors were disappointed that Sir David is not handing over more responsibilities with a view to retiring. Who knows?

Renishaw is in the business of selling metrology products and other high-tech engineering solutions such as additive manufacturing. It has a very global spread of revenue and is benefiting from the falling pound. But it was on prospective p/e of 34 for the current year before the price fall, which is now more like 30. Perhaps investors suddenly realised that the price was high, and succession issues remained.

I have been following the bad habit over the years of selling Renishaw when I thought the price was too high, and buying it back when it retreated. That’s probably cost me a lot of money in the long term. But as the price has now fallen back to well below when I last sold some shares, I bought them back today.

Another company with a trading statement yesterday was ASOS (ASC). This is not a company I currently hold but I have briefly in the past. ASOS reported group revenue for the 4 months to end December up 30% with a particularly strong showing in the EU. Even the UK improved by 23% when most other UK general retailers are reporting dire figures. It rather demonstrates the way the market is changing with shoppers, particularly the young, moving on-line.

But they do have a few more elderly customers. For example I recently bought a fedora hat from them as I thought it interesting to try out their service. Certainly a low price and very quick delivery but otherwise unexceptional in terms of “user experience” and could even be improved.

The share price rose 3% on the day and for the current year and next the prospective p/e’s are 73 and 59. There are many on-line competitors (Boohoo is a similar one in terms of target customers which I hold), and not many barriers to entry so I find it difficult to justify such high valuations years into the future. So I think I’ll stick with shopping with them rather than buying the shares.

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

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Quindell, Carillion and Brexit

The Financial Reporting Council (FRC) have announced that they have fined audit firm Arrandco (formerly RSM Tenon) £750,000 and the Audit Partner Jeremy Filley £56,000 in relation to the audit of the financial statements of Quindell for the 2011 accounts. They also “reprimanded” both parties and Tenon had to pay £90,000 in costs. Both parties admitted liability. Two of their errors were a “failure to obtain sufficient appropriate audit evidence and failure to exercise sufficient professional scepticism”. In other words, quite basic failings. The FRC is still looking into other issues that do not affect those parties.

So after seven years shareholders in Quindell have finally seen some action. But the penalties are hardly sharp enough to cause the targets any great suffering. Quindell which was primarily a claims management company, and a favourite of many private investors, had accounts that were in essence grossly misleading. For example, the FRC reported in 2015 that the restatement of its accounts in 2013 turned a post-tax profit of £83 million into a loss of £68 million. Revenue recognition of future contracted profits was one issue.

Now I never held Quindell despite having looked at it more than once. One thing that put me off was talking to someone about the previous involvement of Rob Terry, CEO of Quindell, in Innovation Group. The FT have a good article on his previous career here: https://www.ft.com/content/62565424-6da3-11e4-bf80-00144feabdc0 . I also did not like the look of the accounts at all and the recognition of revenues. Paul Scott, that well-known commentator on small companies, said yesterday: “…its accounts were fairly obviously highly suspect. Excessive debtors, excessive capitalisation into intangible assets, and a flurry of acquisitions to muddy the waters, are the usual give-aways of fake profits, so these dodgy companies are really terribly easy to spot.”

In essence, just a little background research combined with some understanding of accounting, would have put off most investors. But both private and professional investors (even institutions were fooled by Quindell) do not put in the work, or get carried away by the management and company promoters. Rob Terry has yet to be brought to account for the events at Quindell.

There was an interesting letter in the Financial Times yesterday signed by a number of people including Martin White of UKSA. It said the blame for Carillion’s demise was causing fingers to be pointed in all directions, but most are missing the real culprit – namely that faulty accounts appear to have allowed Carllion to overstate profits and capital. This enabled them to load up on debt while paying cash dividends and big bonuses to the management.

One problem again was recognition of future revenue from signed contracts, but the letter says “anticipated revenues from long-term contracts cannot count as distributable capital, and foreseeable losses and liabilities need to be taken into account”. Carillion effectively reported profit that was “anticipated”. They suggest KMPG’s audit should be investigated as I also said in a previous blog post.

The letter writers suggest that faulty standards mean that today accounts cannot be relied upon and the results for all stakeholders can be devastating. Indeed the fall-out from Carillion is going to be really horrendous with potentially thousands of small to medium size businesses that relied on sub-contract or supply work from Carillion likely to go bust. The letter writers suggest that Carillion is yet another “canary in the coal mine”. Perhaps when MPs get deluged with letters from disgruntled business owners and their out of work employees, they will actually get down and demand some reform of the accountancy and insolvency professions.

Incidentally I never held Carillion either probably because it was mainly in the “construction” sector which I avoid because of low margins, unpredictable and “lumpy” revenue and high risks of projects or contracts going wrong. It also had the Government as a major customer which can be tricky. So from a “business perspective”, such companies are bound to be risky investments.

Another good letter in yesterday’s FT was on the subject of Brexit from Dr Ian Greatorex. It said “For too long, some FT contributors have peddled the line that Brexit is the result of a “populist” backlash that might be reversed”. He restated the “remainers” causes for why they think they lost the vote, but then said “The main reason I voted to leave, often based on FT reports over the years of reported EU mess-ups, was that I believed EU institutions lacked proper democratic control and were complacently trying to create an ever-deeper political union against the instincts of the average voter………”. It’s worth reading and good of the FT to publish a more sober letter on the subject than they have been doing for some months. Perhaps the FT have finally realised that not all their readers are so opposed to Brexit and that the reason a number of educated and intelligent people supported it was for factors other than the possible trade difficulties that will need to be overcome.

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

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Carillion, EMIS and KPMG

Now that the dust has settled somewhat after the demise of Carillion (CLLN), it’s worth adding some more comments to my previous blog post on the subject. Ultimately it went bust for the same reason most companies do – it simply ran out of cash and could not pay its debts as they became due. As I said before, it collapsed eventually because of ballooning debt, poor cash collection and risky contracts.

Unfortunately it seems that private investors were some of the biggest losers in this debacle. Big investors had either bailed out, hedged their exposure or were actually shorting the stock. According to a report in the FT retail investors held 16% of the shares through Hargraves Lansdown towards the end, 7% on Barclays platform and 7% on Halifax meaning that overall they must have held a much higher proportion of the shares than in most large companies. It would appear retail investors are suckers for a “cheap” stock, or those that are paying nominally high dividends.

As Terry Smith of Fundsmith says in his recently published newsletter to investors, which is well worth reading, he is “asked far more frequently whether a share, a strategy or a fund is cheap or expensive than I am asked about what returns the companies involved deliver and whether they are good companies which create value or not”. He looks at the latter rather than former when investing.

Why did Carillion go straight into liquidation rather than administration? Apparently there was very little cash left in the business and potential administrators were concerned about getting paid. Administration was of course devised as a way to keep companies trading and hence protect jobs and the business of suppliers while potentially enabling it be restructured and sold in due course. Liquidation is an abrupt process where the liquidator just closes everything down immediately. In both cases, trade and other unsecured creditors, plus shareholders, usually end up with nothing although there is some flexibility and more chance of repayment in an administration. In Carillion the Government is picking up responsibility for its own contracts with the company, and the associated jobs may remain, but all others are likely to face severe difficulties and many smaller suppliers may go bust. That applies even to those contracts where Carillion was only a “partner” in a larger consortium.

Now there is one similarity between the two. Administrators or liquidators, and the major secured creditors (normally banks) to which they report, are as keen to dispose of any assets as soon as possible so they can get paid (or recover their debts) quickly. Hence any assets get sold very quickly, often to related parties at prices that the original owners think are ridiculously low. I have written extensively in the past on the abuses associated with “pre-pack” administrations where this problem is particularly rife as there is often little or none “open marketing” of the assets.

Carillion is a very good example of what is wrong with insolvency law in the UK. Carillion employed many skilled staff and some parts of the business may have been viable but the whole lot was brought down by a few dubious contracts taken on at low margins by incompetent management. The damage, and associated costs, of this debacle will be enormous – and in this case will fall on the public to a large extent as the Government has had to step in. Is there a better way? It is my opinion that the Chapter 11 process in the USA is much better. It does enable a company to be protected from its creditors before it gets into an impossible situation, i.e. it allows time for restructuring. The result for ordinary shareholders may not be a lot better, and jobs will be lost, but for everyone else it is superior.

Regrettably in the UK, insolvency law seems to have been devised mainly in the interests of insolvency practitioners and bankers. It is time for a complete reform of the law and practices in this area.

One aspect of Carillion that has been raised is whether the company should have obtained a clean audit report less than a year ago (auditors were KPMG). One thing auditors should report on is whether the company would be likely to be going concern for the foreseeable future – and that typically means more than one year. Otherwise the accounts should be “qualified”. Were the financial difficulties and potential cash flow problems not already apparent to the auditors and to the directors of the company? Is this yet another audit that the Financial Reporting Council (FRC) should be looking into?

EMIS Group (EMIS)

Yesterday, EMIS Group, issued a trading statement and a note on a “review of customer and product support processes”. The share price dropped 20% on the day. EMIS provides medical software and services to GPs and the NHS. It is one of my longer standing holdings, so I am none too happy about this. It’s one of those issues that however diligent one is as an investor, one can get caught out on.

What’s the problem? It seems that “certain service levels and reporting obligations with NHS Digital” have not been met. The financial impact might be up to £10 million which is about a third of last year’s profits.

I have sent the following note to the Chairman to try and elucidate the issues (I’ll advise subsequently on the answers):

“I was of course most disappointed to read the announcement of today’s date regarding “customer and product support processes”.

I would like to receive more information about the nature of the contracts that have resulted in the large potential liability. I understand you are still assessing the potential liability but the announcement should really have spelled out the nature of the commitments that seem to have been made by the company previously, and which have not been adhered to. I am also surprised that such a large liability is being announced when no apparent claim has been received (at least none is indicated), and no financial loss to the third party concerned is being reported.

I also question why the potential liability and risks associated with the relevant contracts were not disclosed in the Annual Report for the year ending December 2016. Indeed there is extensive discussion of “risk” in the business in that document and the risks the business face were apparently reviewed in that year by the board of directors. The risks of all kinds were generally reported as “low”, when it seems that a major undisclosed risk was being run.

One could also question why the audit by KPMG failed to identify this apparently major defect in the company’s systems and accounting for the liability. Did they not review this aspect of the company’s activities?

Lastly there is no indication in the announcement as to how long this failure which has caused the potential liability has been going on. Perhaps you could answer that question, and also indicate whether it may be necessary to restate past accounts.”

As noted above, KPMG were the auditors to EMIS as well as Carillion so this is yet another company where perhaps the FRC should look into the audit. My opinion is that investors should be able to rely on the published accounts of a company but all to frequently of late we see that this is not the case. Grossly misleading accounts resulting from incorrect if not fraudulent revenue recognition (Blancco, Redcentric, Globo, Quindell – you can probably name others), or over optimistic statements about the financial health of the business (possibly Carillion, and HBOS) are simply too common.

Auditors often say investors expectations of what an audit can achieve are too high. But surely there is something fundamentally wrong with their processes if such major failings are not identified?

One other aspect of this problem is I suggest the use of aggressive bonus schemes, particularly LTIPs, that can pay out many times the base salary of executive directors. The result is an incentive to report higher revenues and profits and to conceal the bad news from the company’s shareholders. This may have been a factor at both Carillion and EMIS. Incentives of some kind are all very good if they motivate appropriately. But when they are such a large proportion of the likely remuneration, they distort behavior in the extreme, often with perverse results.

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

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Carillion Goes Into Liquidation

Carillion (CLLN) has gone into liquidation. No messing about with “administration” – it’s gone straight into liquidation with a receiver being appointed. The Government may apparently take over direct responsibility for some of the contracts that Carillion operated to provide public services, but it is unclear what will happen to the commercial contracts. Up to 43,000 jobs are at risk. In addition, many other companies are at risk who acted as suppliers to Carillion because as trade creditors they are likely not to get their debts paid.

Why did this £5.2 billion revenue business collapse? In essence ballooning debt, poor cash collection and risky contracts. The construction sector has been one with low profit margins in the last few years (builders seem to take on work just to help their cash flow from advance payments regardless of the likely profitability according to a conversation I had with a director of such a company). But building anything is risky and the bigger the projects, the bigger the risks. Managing such complex projects (such as building part of HS2 which is a contract they won) is tricky however experienced you are. Time over-runs can kill you, and fixed price contracts are anathema in any business, but the Government tends to insist on them.

This was and is the kind of business to avoid investing in however cheap it looks.

Needless to say, the equity shares in Carillion are now almost certainly worthless.

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

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ShareSoc Takes Up Blancco Complaints

As a small shareholder in Blancco Technology Group (BLTG) I reported on the events at their AGM in a previous blog post. This company had to restate their accounts following discovery that some of the previously recognised revenues were invalid. It calls into question the competence of the past audits of the company and the management of the business.

ShareSoc has now taken up the issues and has requested both the Financial Conduct Authority (FCA) and Financial Reporting Council (FRC) to investigate what happened. See this press release that ShareSoc issued for more information: https://www.sharesoc.org/sharesoc-news/sharesoc-requests-investigation-affairs-blancco-technology-group/

Shareholders in this company have lost substantial capital as a result of the failure to recognise revenue correctly, a failing all too common in IT companies and which, for some reason, auditors seem unable to spot.

If you were or are a shareholder in Blancco, you can register your interest in this matter on the ShareSoc web site so that you are informed of future news.

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

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