Patisserie – Hidden Overdrafts but Where’s the Other £18 Million?

The Sunday Times ran some articles on Patisserie Holdings (CAKE) today including an interview with Chairman Luke Johnson. It seems the one big hole in the accounts was hidden overdrafts with Barclays and HSBC totaling £9.7 million. But where’s the rest of the £28 million that was claimed to be held as cash in the interim balance sheet?

Mr Johnson is quoted as saying “There was criticism that I was stretched too thin – fair criticism”. He has promised to reduce his commitments and will even stop writing his column for the Sunday Times.

There is currently speculation about the value of the company and what the share price might be when listing is restored. It’s not difficult to work out what the earnings might be from Mr Johnson past comments about current trading, but there will be one enormous write-down likely in the Annual figures which may well be reported late with previous years restated. The big unknown is what else is unknown. Also existing shareholders may sell in droves as once investors lose confidence in management, they often dump their shares as a way of forgetting the trauma. It might take a long time, even years, to restore confidence in the company and it’s very unlikely to trade on a p/e of 25 which is what it was at before the suspension.

Forecasting likely earnings and hence the share price in future is a mug’s game at this point in time so I will not even attempt to do so. Any new investors keen to pick up the stock will simply be speculating. Those who already hold the stock will need to consider carefully whether they want to wait long enough for a possible recovery.

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

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Patisserie Rescue Bid and Closing Accounts

It looks like Luke Johnson’s reputation will not be totally trashed after all after he announced a way for the company to be rescued today. It is proposed to do a placing at a heavily discounted share price of 50p (last price before suspension was 429p). This will raise £15 million from the issue of 30 million shares. The current shares in issue are 104 million so that implies substantial dilution although I have seen worse.

It will take some time to organise the placing as it requires a General Meeting to authorise the full number of shares required. In the meantime Mr Johnson is to loan the company an immediate £10 million on a three year term and interest free (that is generous is it not). In addition he will provide a further immediate bridging loan of £10 million which will be repaid out of the placing.

The directors estimate the current revenue run rate at £120 million per annum with EBITDA of £12 million although that is clearly based on only an initial review so is subject to doubt.

Apart from the usual problem that most placings are not open to private investors, this looks a good deal and much better than the likely alternatives. If this is pulled off, it seems my small holding in the company won’t be totally worthless after all.

There has been much hand wringing among financial commentators about the fact that the fraud was not obvious from the accounts of the company. That’s assuming the cash was not stolen in the last few months which seems unlikely although at this point in time we do not know. But false accounting is often not obvious. It could be many months before we find out what the source of the problem was, and whether the auditors fell down on the job or not, but it’s good to hear that the company’s finance director, Chris Marsh, was arrested by the police. It looks like prompt action by the regulatory authorities is being taken which is often not the case.

Recently I had a call from Cornhill who I am registered with for placings. They wanted to go through a long conversation to confirm my KYC details even though I had only given them very comprehensive information eighteen months ago and I was happy to confirm that nothing had changed. After a lot of pointless debate, I told them to close the account (and the linked account with Jarvis – total cash held £1,600 and no shares). This they refused to do initially unless I provided more evidence of who I was and the bank account I wanted the money sent to (which was the one already known to them). I had to threaten then with a complaint to the FCA and the Financial Ombudsman for wasting my time before they eventually backed down.

This is compliance gone mad. It’s difficult enough to open an account now, but it should not be that difficult to close one.

Anyway I might be missing out on any placing for Patisserie as a result but I feel life is too short to waste time on tedious KYC checks.

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

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CAKE (Patisserie), Foresight 4 VCT AGM, Payment Companies and Dunelm

More bad news from Patisserie Holdings (CAKE) today – well at least you can’t say the directors are not keeping you informed about their dire situation which is not always the case in such circumstances.

Yesterday the company announced that its major operating company had received a winding-up petition from HMRC, of which the directors had only recently become aware. Today the company said after further investigation the board has reached the conclusion that without an “immediate injection of capital, the Directors are of the view that there is no scope for the business to continue trading in its current form”.

The directors could possibly try to do a quick placing at a deep discount no doubt, borrow a pile of cash at extortionate rates or they could put it into administration. The big risk is that Exec Chairman Luke Johnson will put it through a pre-pack administration. I hope he does not because that won’t do his reputation any good at all. He needs to try and engineer some sensible solution if his reputation in the financial world is to remain intact. That is particularly so after he wrote an article for the Times in September on “a beginner’s guide to tried and tested swindles” suggesting how you can spot them. Clearly he was not taking his own advice. Whatever happens, the outlook for existing shareholders does not look good.

As another commentator said, the Treasury should not reduce the generous tax reliefs on AIM companies because they need to realise that it is a risky market.

But there was some good news on cake yesterday when the Supreme Court decided after all in an appeal from the lower courts that a cakemaker can refuse to bake cakes where the proposed wording in the icing is objectionable to them. A victory for common sense and liberty.

Today I attended the Annual General Meeting of Foresight 4 VCT (FTF). There is one advantage to owning VCT shares. They barely move when the stock market is otherwise in panic mode. They are one of the few “counter-cyclical” investments to public companies as they invest in private equity. There are some disadvantages of course. Illiquidity in the shares, and often disappointing long-term performance as in Foresight 4. But it may be improving.

I won’t cover the meeting in detail but there were a couple of interesting items in fund manager Russell Healey’s presentation. He mentioned they are still having problems with long delays on HMRC pre-approval of new qualifying investments – can still delay deals for a few months it seems. More representations are being made on this.

He also covered the performance of their top few investments. Datapath, the largest, was valued down because EBITDA fell but revenue is still growing and the fall in profits arose from more product development costs. Ixaris, the second largest, is growing strongly (I knew this because I have a direct holding in it and had just read the December 2017 accounts they filed at Companies House). From my recollection that’s the first year they have made a profit since founding 16 years ago. Russell couldn’t remember how many funding rounds the company had launched – was it 6 or 7, and me neither. That’s venture capital in early stage companies for you – you have to be very patient.

However, in response to a question from VCT shareholder Tim Grattan it was disclosed that VISA are tightening up on the rules regarding pre-payment cards. This might affect a significant part of Ixaris’s business. I suspect it will also affect many other pre-payment card offerings by payment companies, some of whom are listed. Particularly those that are using them to enable payments into gaming companies which Visa does not like.

It was another bad day in the market today, although Dunelm (DNLM) picked up after a very positive trading statement with good like-for-like figures. They are moving aggressively into on-line sales but their physical stores also seem to be producing positive figures so perhaps big retail sheds are still viable. They are not in the High Street of course.

While the market is gyrating I am doing the usual in such circumstances having been through past crashes. Will the market continue to go down, or bounce back up? Nobody knows. So I tend to follow the trend. But I also clear out the duds from my portfolio when the market declines – at least that way I can realise some capital gains losses and reinvest the cash in other shares that are now cheaper. I also look carefully at those stocks that seem to be wildly over-valued on fundamentals – those I sell. But those that suddenly have become cheap on fundamentals I buy, or buy more of. In essence I am not of the “hide under the sheets” mentality in the circumstances of a market rout as some are. But neither do I panic and dump shares wholesale. This looks like a short-term market correction to me at present, after shares (particularly in the USA) became adrift from fundamentals and ended up looking very expensive. But we shall no doubt see whether that is so in the new few days or weeks.

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

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Black Hole in Patisserie Holdings, Audit Reviews, Telford Homes and Brexit

Let’s take the really bad news first. AIM listed Patisserie Holdings (CAKE) shares have been suspended following an announcement of “potentially fraudulent accounting irregularities” which will significantly impact the company’s cash position. The CFO, Chris Marsh, has been suspended.

Media reports suggest there may be shortfall of as much as £20 million. The auditors are Grant Thornton which won’t improve their reputation much but as the company’s year end is September they may not yet have looked at last year’s results. According to the interim accounts in March they had cash of £28.8 million on the balance sheet and showed positive cash flow. Is this going to be another case of even the cash vanishing? I hope not.

Patisserie mainly operate cafes and should in essence be a simple business. Taking another look at their accounts, the only suspect item in March was possibly the £63 million in “plant, equipment, fixtures and fittings” at cost and another £16 million in leasehold improvements. In March they were trading from 206 stores so that suggests £380,000 invested in each store ignoring subsequent depreciation. Is that realistic? After depreciation there was £42 million on the balance sheet.

There was also £11.6 million in trade receivables (they sell cakes via Sainsbury’s for example) which I guess might be suspect. Or is it another Tesco case which is currently in court where payments from suppliers were incorrectly recognised? The last Annual Report says this under revenue recognition: “The Group has multiple revenue streams, with revenue received from wholesales, online sales, vouchers and third party funded discount schemes”. The Audit Report also said ““revenue recognition has been identified by the audit team as a significant risk”. This caused me to ask a question on this at their last AGM and you can see my report on it here: https://roliscon.blog/2018/01/30/revenue-recognition-patisserie-valerie-utilitywise-and-cryptocurrencies/ . I concluded that there was unlikely to be a problem in this area but perhaps I was wrong. With the shares suspended we shall just have to wait and see.

Luke Johnson, a well known commentator on the financial scene, is the Executive Chairman of the company and a major shareholder – he holds 38% of the shares. But he has lots of other business interests. Has he taken his eye of the ball?

Audit Reviews

Coincidentally the Government BEIS Department and the FRC have announced that Sir John Kingman is going to extend his review of the audit profession to cover how audit firms are procured. In addition he will be looking at how the interests of the users of accounts can be promoted by ensuring quality, rigour, independence and scepticism among auditors. I am certainly in favour of that although it seems likely the focus will be on larger companies rather than AIM ones. In addition the Competition and Markets Authority have launched an investigation into the audit market amid suggestions that the big four audit firms have formed an oligoply.

Telford Homes

Another announcement this morning was from Telford Homes (TEF). They are a housebuilder mainly focused on “lower cost” homes in East London. They have also moved into the “build to rent” sector as houses have become unaffordable to buy for many people in London.

I put “lower cost” in quotes because if you read the announcement their definition of “affordable” is houses that cost £540,000 on average. But they do admit that they still have to shift 25 homes priced at over £600,000. Just to explain how mad the house price market is in London, a simple calculation of affordability will suffice. I always used to think that a mortgage to income multiple of 3 was reasonable, although it seems some companies are offering 4 or 5 times now after taking into account the current low interest rates. But even on a multiple of 4, that means a first-time buyer with little deposit has to have an income of over £130,000 per annum to buy their “average affordable” home.

And what do you get for your money? The announcement mentions their new development at Gallions Point. A quick look at a map tells you that appears to be between the flightpath of City Airport and Beckton sewage works in East London. It’s not even a short cycle ride to the City Canary Wharf from there. You’ll no doubt get an apartment with a good view of the Thames though.

House prices have been mad in London for a very long time and that might continue to be so. Certainly Telford Homes depends on it. The company still expects to increase first half profits over the previous first half and are proposing to increase the dividend.

I am of course a holder of both Patisserie and Telford Homes shares.

Brexit

The FT printed a response to my letter in yesterday’s edition. The latest correspondent suggested I wished to “shut down debate” on Brexit which is not exactly true although some might have interpreted my previous comments as an attack on the whingers. Certainly I think many people are tired of the subject and simply wish the Government to conclude the matter, but my letter was actually on the false analysis and factual errors of previous correspondents. If folks wish to continue to debate the issue of Brexit, I have no issue with that, but to fill the pages of the FT with it when I pay for the publication to cover real news, is somewhat annoying.

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

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Frying in Hell and Investing in Oil Companies

Last night and this morning, the national media were dominated by the news from the Intergovernmental Panel on Climate Change that we are all going to fry in a rapidly rising world temperature unless we change our ways. CO2 emissions continue to rise and even to limit temperature rises to 1.5 degrees Celsius requires unprecedented changes to many aspects of our lives.

The suggested solutions are changes to transport to cut emissions, e.g. electric cars, eating less meat, growing more trees, ceasing the use of gas for heating and other major revolutions in the way we live.

So one question for investors is should we divest ourselves of holdings in fossil fuel companies? Not many UK investors hold shares in coal mines – the best time to invest in coal was in the 18th and 19th century. That industry is undoubtedly in decline in many countries although some like China have seen increased coal production where it is still financially competitive. See https://ourworldindata.org/fossil-fuels for some data on trends.

But I thought I would take a look at a couple of the world’s largest oil companies – BP and Shell. How have they been doing of late? Looking at the last 5 years financial figures and taking an average of the Return on Assets reported by Stockopedia, the figures are 2.86% per annum for Shell and 0.06% per annum for BP – the latter being hit by the Gulf oil spill disaster of course. They bounce up and down over the years based on the price of oil, but are these figures ones that would encourage you to purchase shares in these businesses? The answer is surely no.

The figures are the result of oil exploration and production becoming more difficult, and in the case of BP, having to take more risks to exploit difficult to access reserves. It does not seem to me that those trends are likely to change.

Even if politicians ignore the call to cut CO2 emissions, which I suspect they will ultimately not do, for investors there are surely better propositions to look at. Even electric cars look more attractive as investments although buying shares in Tesla might be a tricky one, even if buying their cars might be justified. Personally, I prefer to invest in companies that generate a return on capital of more than 15% per annum, so I won’t be investing in oil companies anytime soon.

But one aspect that totally baffles me about the global warming scare is why the scientists and politicians ignore the underlying issue. Namely that there are too many people emitting too much air pollution. The level of CO2 and other atmospheric emissions are directly related to the number of people in this world. More people generate more demand for travel, consume more food, require more heating and lighting and require more infrastructure to house them (construction generates a lot of emissions alone). But there are no calls to cut population or even reduce its growth. Why does everyone shy away from this simple solution to the problem?

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

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Another Good Article from Terry Smith on Dividends

As usual, there were some very perceptive comments from Terry Smith of Fundsmith on dividends and income funds in FT Money on Saturday (6/10/2018). Many investors want income – for example to finance spending in retirement – so they invest in high dividend paying stocks. Some simply think that reinvested dividends will enable them to grow their portfolio value but this is a poor result in reality. As Terry explains it would be better if the companies retained the earnings and reinvested them. The maths shows the negative impact of the tax you pay on the dividends.

Terry bemoans the fact that income funds outsell all other types by some margin, even though in reality many have only a yield that is slightly higher than the average. Needless to point out perhaps that the funds he runs are not income funds. But that does not destroy the wisdom of what he is saying.

All that matters is total return. If a company can reinvest the generated profits with a good return, there is no good reason to pay them out as dividends; as Warren Bufftet’s Berkshire Hathaway has never done with great results. Retained earnings compound even faster if no dividends are paid.

A personal investor can always sell a few shares to generate a cash income if necessary, and generally at a lower tax rate than they would pay on dividends.

Companies can usually find projects or acquisitions that can generate good returns. There are a few exceptions of course. Incompetent managements who pursue mirages or make disastrous acquisitions are examples, but those are the kinds of companies you should be selling not buying anyway.

Today the stock market is falling yet again, with growth stocks badly hit. There can be a tendency to hold on to those boring defensive and high-yielding stocks in a market rout. But that is a mistake. For the same reason you probably should not have bought them in the first place, don’t hold on to them. A yield of 4%, 5% or higher does not offset the risk of share price decline. Just consider when you are cleaning out your portfolio today to get rid of the duds that won’t be generating high and growing profits in the future. That’s all that matters.

Incidentally I had a letter published in the Financial Times today on the subject of Brexit, which was very kind of them as I effectively criticised their editorial policies. It was headlined “Please – no more letters from moaning Remainers” and was in response to two previous letters from clearly biased correspondents. You can find it on the FT web site.

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

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A Bad Day in the Market, but Good News from Unilever and BEIS

It was a bad day in the market yesterday, with the FTSE All-Share falling over 1%. This seems to have been driven by a sell off in bonds. Equity prices are usually linked to bond prices simply because as bond yields rise from a fall in bond prices, it becomes more attractive to hold bonds relative to equities. That particularly applies to shares that are “bond proxies”, i.e. ones bought because of their high yields for income seeking investors.

These changes have been driven by the realisation that the US economy is booming. The Federal Reserve has already raised US interest rates and is therefore likely to do so again if the US economy continues to race ahead. But a booming US economy is of course good news for many companies. Higher interest rates may mean that some companies pay more on their debt but that it a longer-term impact and many “new economy” companies do not have any debt.

When markets are falling in general, there is no place to hide. My over-diversified portfolio, mainly in UK small cap stocks, fell about 1%. Not every share declined but the majority did. It affected particularly highly rated, go-go stocks such as Fevertree (FEVR) which was down 8% yesterday. I am glad I now only have a nominal holding in the company. But also affected were many investment trusts which I hold as their typical low liquidity compounded by a few private investors panicking drove down the prices. Some fell more than the underlying shares they hold.

Property companies have also been affected as interest rates have an impact on their business model, despite the fact many have locked in low rates on long-term debt. Safestore (SAFE) for example was down 3.9% yesterday (I hold it).

The share price declines spread like a contagion to many other stocks who should be positively affected by a booming US economy and not impacted by higher interest rates. The rise in interest rates is hardly a surprise though it has been well signaled in advance in both the US and UK. It was unrealistic to expect the historically exceptional low interest rates to continue forever.

My reaction when there is carnage in the stock market is to stand back and wait to see whether it develops into a trend or is simply a short-term blip. There can be buying opportunities if the reaction to economic news is too severe. But interest rates are nowhere near low enough yet to cause me to abandon the stock market and move into bonds. I feel there is more destruction to come in the latter. 

Unilever and Enfranchising Nominee Shareholders

Today we have some good news from Unilever. They have backed down on their proposal to merge their dual legal structure. The announcement said “We have had an extensive period of engagement with shareholders and have received widespread support for the principle behind simplification. However, we recognise that the proposal has not received support from a significant group of shareholders and therefore consider it appropriate to withdraw”.

There was opposition from both individual shareholders and institutions in the UK and there was a risk that they might fail on the Court hearing vote to gain enough support. It’s always good when shareholders make their voice heard, although it still leaves the issue that shareholders in nominee accounts were likely to be disenfranchised.

The good news in that regard is that I have received a letter today from the BEIS Department which says “BEIS is sponsoring a project by the Law Commission to examine the UK system of intermediated securities”. I will try and find out more, but don’t get too excited – it might not report before 2020!

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

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