Woodford Closing Down and How to Avoid Dud Managers

No sooner had I suggested that Neil Woodford should retire after his management company was fired from looking after the Woodford Equity Income Fund (see my personal blog article here: https://tinyurl.com/yxflsh8c ) than he decided to shut down the company. So that looks like the end of his career as a fund manager. Other funds that the company managed were the Woodford Income Focus Fund which has also been closed to redemptions and the Woodford Patient Capital Trust (WPCT).

The latter trust’s share price fell another 5% today and it was already on a discount to Net Asset Value of over 45%. The board of WPCT needs to find another manager and quickly. But yesterday they said that “The Board is in advanced discussions in relation to the ongoing management of the Company’s portfolio and expects to be in a position to announce details of the new management arrangements shortly” so perhaps it won’t be long.

Is the discount on WPCT something to take advantage of? Or can one pick up some shares cheaply that the open-ended funds have been and will continue to dispose of? The problem with this is that valuing some of these holdings is exceedingly difficult and some that are unlisted may be worth a lot less than that at which they were last valued by the trust. In addition it may be some time before there are any realisations from the open-ended funds even in the liquid holdings. In essence it would need a lot of careful analysis by an investor to see if there is money to be made from this collapse, and I am not sure it would be worth the effort. Would anyone have any confidence in picking up shares in companies that Woodford had chosen? They might consider that a very negative indicator now.

There was an interesting analysis in the Daily Telegraph by “Questor” (Richard Evans) today on how to spot poor managers. One is not keeping to their initial promise about dividends from the fund, the second is not having a consistent investment style and sticking to it. He said that investment professionals “know perfectly well that no fund manager can offer certainty of returns but they can and do expect certainty about how their money is managed”. He also said they “have learnt the hard way that when they entrust money to an asset manager on the basis or track record or reputation alone, things go wrong”. I certainly agree with those sentiments.

Which is why I said yesterday that investors need to monitor their fund (or trust) investments closely. Unfortunately many of the people who invest in open-ended funds do so on the recommendation of others (IFAs or platforms) without understanding what they are buying. They often get very little information on the performance of the fund or the issues the manager is facing. Even if they do get sent it, they tend not to read it. This is something the FCA could look at to avoid such debacles in the future.

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

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Burford, ShareSoc Seminar, Woodford Patient Capital and Patisserie

Burford Capital (BUR) have published a report by Professor Joshua Mitts over the alleged manipulation of their share price in early August, i.e. market abuse by “spoofing” and “layering”. It links it to the shorting attack by Muddy Waters and is fairly convincing.

They have also published a “witness statement” for an application in the High Court for disclosure of trading information from the London Stock Exchange so as to identify who was trading. In it they also appear to be suggesting that there may have been some “naked” short selling taking place, i.e. sales not covered by borrowed stock which they indicate is illegal under EU Short Selling Regulation 2012.

My opinion on the merits of Burford as an investment or who is going come out smelling of roses in this battle are unchanged – it could be neither. Incidentally I will be discussing the merits of Burford as an investment at some length in my presentation on my book “Business Perspective Investing” at the ShareSoc Birmingham Seminar tomorrow evening (Tuesday) – see https://tinyurl.com/yxryk2h2 . It’s not too late to register and it should be an interesting discussion.

Woodford Patient Capital (WPCT) issued their interim results this morning. Net asset value per share was down 26% on the previous year end. The share price removed unmoved but it was already at a discount of nearly 40% to the Net Asset Value and more write-downs in their portfolio have been made since the half year end. The discount is quite extreme for any investment trust. There have been more board changes and there is a lengthy article in the Financial Times this morning on the pressure faced by Neil Woodford to quit managing the trust. The article suggests the board has lost confidence in Mr Woodford and is courting other asset managers – but who would want to take it on?

I happened to visit a Patisserie Valerie café in York during my Northern vacation last week. Now under new management of course. But the service was absolutely dire, prices were high and there were few customers there when other cafes in the town were busy. One customer walked out because of the slow service. Looks like the new management have taken on a problem.

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

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Brexit Investment Strategies

Investors may have noticed that the pound is in free fall and heading towards US$1.20. That’s near the low after the initial Brexit vote. Pundits, not that they can be relied on for forex forecasts, suggest it could go lower now that we seem to be heading for a “no-deal” Brexit.

With the pound falling, and potential damage to the UK economy from a hard Brexit, investors should surely have been avoiding companies reliant on UK sales, or UK consumers, or those such as engineers and manufacturers that rely on just-in-time deliveries from Europe. The key has been to invest in those UK listed companies that make most of their sales overseas in areas other than the EU.

One such company that announced interim results today is 4Imprint (FOUR), a supplier of promotional merchandise. Most of its sales are in the USA and its accounts are in dollars. Revenue in dollar terms was up 16% at the half year and pre-tax profit up 22%. The share price rose 6.5% yesterday and more this morning but the former suggests the good news leaked out surely. With the added boost from currency movements, this is the kind of company in which to invest but there are many other companies with similar profiles. For example, many software companies have a very international spread of business, or specialist manufacturers such as Judges Scientific (JDG). Those are the kind of companies that have done well and are likely to continue to do so in my view if the US economy remains buoyant and the dollar exchange rate remains favourable.

The other alternative to investing in specific UK listed companies with large export revenues and profits is of course to invest directly in companies listed in the USA or other markets. But that can be tricky so the other option is to invest in funds such as investment trusts that have a global spread of investments with a big emphasis on the USA. Companies such as Alliance Trust (ATST), Scottish Mortgage (SMT) or Polar Capital Technology Trust (PCT) come to mind. Alliance Trust has a one-year share price total return of 11% according to the AIC and the share price discount is still about 5%. I received the Annual Report of PCT yesterday and it makes for interesting reading. Net asset total return up 24.7% last year and it again beat its benchmark index. The investment team there has been led by Ben Rogoff for many years and what he has to say about the technology sector is always worth reading. Apparently the new technology to watch is “software containerisation” which is compared to the containerisation of cargo shipments in its revolutionary impact.

Another interesting comment is from the Chairman complimenting Ben on having the skill of buying shares and holding those which go on to outperform, but also knowing when to sell at the right time which the Chairman suggests is not common in fund managers.

Another hedge against a hard Brexit is to invest in companies that own warehouses because a lot more stockpiling is already taking place as a protection around the Brexit date by importers, but also more will be required to hold buffer stocks for manufacturers in the future. Companies such as Segro (SGRO), Tritax Big Box (BBOX), and Urban Logistics (SHED) have been doing well for that reason. They have also been helped by the trend to internet shopping which requires more warehousing space and less retail space. These trends are likely to continue in my view and the retail sector is likely to remain difficult for those retailers reliant on physical shops. You can see that from the results from Next (NXT) this morning. Shop sales down while internet sales up with the overall outcome better than expected as on-line sales grew rapidly. Anyone who expects the high street or shopping malls to revive is surely to going to be disappointed in my view.

There are bound to be some problems for particular sectors if we have a hard Brexit. The plight of Welsh sheep farmers was well covered by the BBC as Boris Johnson visited Wales yesterday. Most of their production currently goes to Europe but they may face 40% tariffs in future. The Prime Minister has promised assistance to help them but they have been heavily reliant on subsidies in the past in any case. There will need to be some difficult decisions made about the viability of farming on marginal land in future.

The falling pound has other implications of course. It will help exporters but importers will face higher prices with the result that inflation may rise. However, there are few products from Europe that cannot be substituted by home grown or produced equivalents, or by lower cost products from the rest of the world. With import tariffs lowered on many imports the net effect may be very low in the long term. But it will take time for producers and consumers to adjust. Tim Martin of JD Wetherspoon is well advanced in that process so you can see just how easy it will be to adapt.

In summary, investors should be looking at their current portfolios and how they might be impacted by Brexit now, if they have not already done so. There will clearly be winners and losers from the break with Europe and investors should not rely on any last-minute deal with the EU even if Boris is expecting one. Any solution may only be a temporary fix and the policies suggested above of international diversification are surely wise regardless of the political outcome.

Note: the author holds some of the stocks mentioned.

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

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Worldwide Healthcare Trust and Investor Voting

I recently received the Annual Report of Worldwide Healthcare Trust (WWH). This is one of those companies that has stopped sending out proxy voting forms for their AGM. The Registrar is Link Asset Services who seem to be making it as difficult as possible for shareholders on the register to vote. You either have to contact them to request a proxy voting form, or register for their on-line portal. I don’t want to register (and the last time I tried it was not easy), I just want to vote!

But as I have mentioned before, I have provided a form that anyone can use to submit as a proxy instruction – see here: https://www.roliscon.com/proxy-voting.html. There is an option you can use if you are not on the share register but in a nominee account.

As regards WWH, performance last year was OK with net asset value total return up 13.7% although that’s less than their benchmark which managed 21.1%. Relative underperformance was mainly attributed to being underweight in the global pharmaceutical sector. The fund manager (OrbiMed Capital) believes there are better opportunities elsewhere such as in emerging markets and biotechnology. We will no doubt see in due course whether those bets are right.

But I do have some concerns about corporate governance at this trust. Not only are the directors highly paid, but two of them have been on the board for over 9 years, including the Chairman Sir Martin Smith. He also has a “number of other directorships and business interests” without them being spelled out. The UK Corporate Governance Code spells out quite rightly that directors who have served on the board for more than 9 years cannot be considered “independent”.

In addition Director Sven Borho is a Managing Partner of OrbiMed so he is clearly not independent either. So 3 of the 6 directors cannot be considered independent. I therefore give you my personal recommendations for how to vote on the resolutions at the AGM (or by proxy of course) of the following:

Vote AGAINST resolutions 2, 3, 7, 9, 14 and 15. Vote FOR all the others.

This is not “box ticking”, it’s about ensuring directors of trust companies do not become stale, not too sympathetic to the fund managers and not too geriatric. The excuses given for the directors I am voting against to remain do not hold water.

Nominee Accounts and Voting

As regards the difficulty of voting if you hold your shares in a nominee account (as most do now for ISAs etc), ShareSoc has some positive news after years of campaigning on this issue (including a lot of personal effort from me).

The Government BEIS Department have commissioned a review of “intermediated securities” by the Law Commission. See this ShareSoc blog post for more information: https://tinyurl.com/y4wk4edz . Please do support the ShareSoc campaign on this issue.

It is important that all shareholders can vote, whether you are in a nominee account or on the register, and you need to be able to vote easily. Bearing in mind the furore over the proposed requirement for voters in general elections to at least show some id before voting, which has been criticised, wrongly in my view, for possibly deterring voting, it is odd that this issue of disenfranchising shareholders has not been tackled sooner.

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

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JESC and WPCT – Much in Common

Last week I received the Annual Report of JP Morgan European Smaller Companies Trust (JESC) which I have held since 2012. It has a good long-term performance but last year was disappointing. Net asset value return of minus 7.5% which is worse than their benchmark of minus 3.6%. The share price did even worse and it is now on a discount to NAV of nearly 15% as the discount has widened. The under-performance was attributed to poor stock selection.

The Chairman, Carolan Dobson, is stepping down at the AGM this year after nine years’ service. I did not support her re-election last year as I thought she had too many jobs. She is also the Chair of The Brunner Investment Trust plc, Baillie Gifford UK Growth plc , BlackRock Latin American Investment Trust plc and a director of Woodford Patient Capital Trust (WPCT). You have probably been reading much about the latter of later given Neil Woodford’s difficulties.

The Annual Report of JESC says “The Trust’s excellent longer-term performance remains intact” which is a very questionable statement. JESC is an actively managed fund and the manager says “The investment process is driven by bottom-up stock selection with a focus on identifying market leading growth companies with a catalyst for outperformance”, i.e. it’s a stock picking model like the Woodford funds.

Last year that clearly has not worked. Perhaps it is because of a new focus on environmental, social and governance factors (ESG) which has been “rigorously integrated into their investment process”. They have also been “selectively adding cyclical companies back into the portfolio where valuations have become attractive”.

I will be unable to attend the AGM on the 10th July but I think shareholders who do need to question whether this is another stock-picking manager who has lost his touch like Woodford.

On WPCT there was an interesting article today (Saturday 15/6/2019) on Industrial Heat, an unlisted company which is the biggest holding in the fund. The company is valued at almost $1 billion after a new round of fund raising. The company is focused on cold fusion which nobody has yet proved to be a viable technology and the FT article is somewhat of a hatchet job on the business. It all looks exceedingly dubious and I could not find any detailed review of the technology that the company is claiming or much information on the company at all.

I think the boards of both WPCT and JESC need to start asking some tough questions of their fund managers. Such as “convince me why these companies in the portfolio are good investments?”.

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

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Paying Illegal Dividends, Burford Capital, Woodford Patient Capital Trust and Zero Carbon Objective

A group of investors including Sarasin, Legal & General, Hermes and the UK Shareholders Association (UKSA) has written to Sir Donald Brydon who is undertaking a review of the audit market. They have yet again raised the question of whether the International Financial Accounting Standards (IFRS) are consistent with UK company law. In particular they question whether profits are sometimes being recognised, thus allowing the payment of illegal dividends. The particular issue is whether profits can arise on certain transactions under IFRS from transactions between parent and subsidiary companies or by the use of “mark to market” accounting. The problem is “unrealised profits” that might turn into cash in the future, but may not.

This may appear a somewhat technical question, but it can in practice lead to over-optimistic reporting of profits, leading to excessive bonus payments to managers, and the general misleading of investors. Actually calculating when a dividend can be paid as dividends are not supposed to be paid out of capital is not easy and is not self-evident to investors. The published accounts do not make it obvious. Regular mistakes are made by companies requiring later “whitewash” resolutions to be passed by shareholders. The ICAEW has previously rejected complaints on this issue but it is surely an area that requires more examination.

Incidentally I was reading a book yesterday entitled “White Collar Crime in Modern England” (from 1845-1929) which is most enlightening on common frauds that arose when limited companies became popular – many of the frauds still persist. In the “railway mania” of the 1840s it was common to set up companies and raise the capital to build a railway when the chance of it operating profitably was low. To keep the share price high, and the directors in jobs, dividends were paid out of capital. To quote from the book: “unscrupulous directors could easily pay dividends out of capital undetected – projecting a false image of profitability and enticing further investment in their lines”. That was an era when auditors did not have to be accountants and were often simply the directors’ cronies. Standards and regulations have improved since then, but there are still problems in this area that need solving.

There was an interesting discussion on Twitter recently on Burford Capital (BUR) with regard to their accounting methods. Not that I am an expert on the company as I do not hold shares in it, it but as I understand it they recognise the likely future settlements from the litigation funding cases they take on. In other words, they estimate future cash flows based on projections of likely winning the case and the possible settlements. As I said on Twitter, lawyers will often tell you a case is winnable but they will also tell you the outcome of any legal case is uncertain.

It’s interesting to read what Burford say in their Annual Report under accounting policies where it spells it out: “Owing to the illiquid nature of these investments, the assessment of fair valuation is highly subjective and requires a number of significant and complex judgements to be made by management. The exit value will be determined for each investment by the contractual entitlement, the underlying risk profile of the litigation, a trial or an appellate outcome or other case events, any other agreements in respect of settlement discussions or negotiations as well as the credit risk associated with the investment value and any relevant secondary market activity”.

The auditors no doubt scrutinise the reasonableness of the estimates but any outside investor in the shares of the company will have great difficulty in doing so.

Neil Woodford’s Equity Income Fund has a big holding in Burford Capital. I commented on the Woodford Patient Capital Trust yesterday here: https://roliscon.blog/2019/06/11/woodford-patient-capital-trust-is-it-an-opportunity/ and suggested the Trust made a mistake in naming the Trust after him. It makes it more difficult to fire the manager for example. But the FT reported this morning that the Trust has indeed had conversations about doing just that. Woodford’s firm has a contract that only requires 3 months’ notice which is a good thing. At least they can keep the “Patient Capital” moniker because investors in this trust have already had to wait a long time for much return and it could take even longer to improve its performance under a new manager. But as Lex in the FT said, “patience is now in short supply” so far as investors are concerned.

Another major item of news yesterday was soon to be ex-Prime Minister May’s commitment to enshrine in law a target for net zero carbon emissions in the UK by 2050. This is surely a quite suicidal path for the UK to follow when most other major countries, including all the big polluters, will be very unlikely to follow suit. Even Chancellor Philip Hammond has said it will cost about £1 trillion. It will effectively make the UK completely uncompetitive in many products with production and jobs shifting to other countries. We might become the first really “de-industrialised” country which is not a lead that many will follow, and it will actually be practically very difficult to achieve if you bother to study what is required to achieve zero emissions. It will completely change the way we live with the transport network being a particular problem (trains, planes and road vehicles).

As I have said before, if we really want to cut air pollution and CO2 emissions, then we need to reduce the population as well as rely on such wheezes as electrification of the transport and energy systems. Mrs May’s last act as Prime Minister might be to commit the UK to economic suicide. It might not be a good time to invest in UK manufacturing companies.

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

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Woodford Patient Capital Trust – Is it an Opportunity?

Neil Woodford’s problems at his Equity Income Fund which have caused the fund to close to redemptions have been filling up the pages of the financial press in the last few days. The fact that his reputation is now in tatters has spread like a contagion to others including to Hargreaves Lansdown (HL.) as they effectively recommended the fund (HL. share price is down 22% since May 16). It’s also affected the share prices of holdings in the fund portfolio as investors anticipate that he will have to dump some of his holdings in a fire sale to meet redemptions when the fund reopens.

Another company that has suffered is Woodford Patient Capital Trust (WPCT) which is an investment trust managed by the Woodford firm. It’s down 29% since mid-May and now trades at a discount to net asset value of 27% according to the AIC. That’s quite unusual for any investment trust who can typically control the discount by share buy-backs and other means. The shares are even being shorted by speculators according to a report in the FT which is again unusual for an investment trust. Is this a speculative buying opportunity I wondered? So I took a quick look at the company, and have read the last Annual Report (to December 2018).

This is an unusual trust in many ways. The company has an objective to deliver “a return in excess of 10 per cent per annum over the longer term”. That statement is a hostage to fortune if I ever saw one. It achieved a 6.9% increase in NAV last year, but is down over the last 3 years overall.

It has a peculiar management fee with a low base cost of 0.2% but a performance fee where the manager gets 15% of any excess returns over a 10% cumulative hurdle rate per annum, subject to a high watermark. That’s the kind of management fee that would put me off investing normally.

This is an interesting summary of the trust in the Annual Report: “WPCT has a unique portfolio of companies, developed over a long period, where the Portfolio Manager has a deep insight into the evolution of the businesses. Many of these companies are now in the commercialisation phase. For example, Proton Partners, the UK’s first high-energy proton beam therapy provider, treated 25 patients in its Cancer Centre in Newport last year and opened two further centres in Northumberland and Reading. Autolus successfully listed on NASDAQ and its CAR-T cell technology is in a strong position to drive advances in the battle against cancer. Meanwhile, one of the Company’s largest holdings, Industrial Heat, raised capital from external investors having shown positive progress and it is anticipating reaching a key milestone in the year ahead. Companies within the portfolio are also attracting high-calibre individuals, typified by the senior appointments at Immunocore.”

The trust consists of a portfolio of smaller companies, mainly unlisted but with some listed with a heavy emphasis on healthcare, financials and technology. The largest holdings given on the latest data sheet are Benevolent AI, Oxford Nanopore, Autolus, Atom Bank, Proton Partners, Industrial Heat, Immunocore A, Oxford Sciences Innovation, Industrial Heat A1 Pref and Mission Therapeutics. You only have to look at a few of these to realise that even where listed, the valuations might be problematic, and for unlisted ones that’s even more so. These are early stage companies in most cases.

It’s rather like a VCT portfolio except with even bigger bets on the longer-term prospects of the companies. Lots of comments about positive prospects, increasing promise and making operational milestones in the reviews in the Annual Report but little mention of profits. Page 19 tells you that 65% of the portfolio is unquoted, with 80% classed as “early stage” companies. The trust also employs gearing of up to 20%.

The Board of Directors looks experienced but they are also the typical “great and good” of the investment world, including one Dame, with lots of jobs – too many perhaps.

The trust issued a reassuring statement for investors yesterday. It said “The Board is pleased with the operational progress of its portfolio companies, which the Board believes continue to have the potential to deliver attractive returns, in line with the long-term mandate of the Company. The operational performance of these businesses is not impacted by recent events”. But it acknowledged the impact of events at the Woodford Equity Income Fund and on the share prices of investee companies.

I could spend days analysing the companies in the trust’s portfolio to see whether the valuations made any sense, and still be not much wiser about their real prospects. I am not sure it’s worth the effort. Does the trust have enough cash to undertake any large tender offer or share buy-back is probably more relevant and also meet the needs for more investment typically required by early stage companies? I doubt it.

Regrettably I think the name of Woodford on the trust could cause it to continue to trade at a deep discount even though there is clearly a team of people running the portfolio. It is never a good idea for a fund or trust to name themselves after the fund manager or his company, even if that was a major selling point when first launched.

Trust shares are always tradeable, at least unless a company asks for its shares to be suspended because of doubts about its finances. But the share price discount is driven by investor sentiment and I don’t think the view of this company among investors is going to be very positive for some time.

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

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