Superdry – Does It Need a Revolution?

I mentioned the requisition of an EGM to appoint two new directors at Superdry (SDRY) in a previous article. Here’s some more analysis:

The requisition has been submitted by two founders – former CEO Julian Dunkerton and James Holder who together hold about 29% of the ordinary shares. They wish to appoint Julian and Peter Williams as non-executive directors – Mr Williams is a very experienced director of consumer products companies and is currently Chairman of Boohoo.com Plc although he is stepping down from that role this month.

One does not doubt that Mr Williams would act independently as required by company law, and it is surely not unreasonable to have a nominee on the board representing shareholders who hold 29% of the company.

There was another announcement from the board of Superdry yesterday even more vociferously opposing the resolutions but they had already rejected the need for the requisition as not being in the company’s interest. They said that the current strategy is supported by shareholders and that this requisition will impose needless distraction and costs, i.e. the usual reasons given to rebuff any change.

Let’s look at the reasons for the requisition – apart from the general impression given that the founders think their baby is being screwed up by the new management – a common feeling of departed founders as I know personally. But the company does appear to have real problems if you just look at the share price – down from its peak of 2025p in January 2018 to 520p now, i.e. down 75%. In the results published in July 2018 the company proclaimed “double digit growth in sales and profits” and declared a special dividend, but subsequent announcements have been negative in tone. In October the company reported unusually warm weather had affected sales of heavier weight products which were a big proportion of its sales normally. They announced a diversification into lighter weight clothes and new product categories as a result. But weaker consumer confidence was also mentioned as affecting all retailers.

The latest Q3 trading statement, in February 2019, recorded group revenue down by 1.5%. Wholesale was up but e-commerce and particularly store revenue was down – the latter by 8.5% despite retail space being up. Cost savings were being progressed and the “comprehensive transformation programme” has been intensified. Consensus earnings forecasts have been falling so that the company is now on a prospective p/e of less than 10 and a dividend yield of 5%. When once it was seen as a growth business, it is clearly now perceived as having problems.

Superdry has now fallen out of the FTSE-250 index which will have caused some funds to dump the stock, and institutions who picked up 5.5 million shares from Mr Dunkerton in July 2018 will be none too pleased. Is this an example of how quickly a “fashion” retailer can go out of fashion, or simply down to some operational cock-ups? Such as not having the right stock for the prevailing weather conditions?

Mr Dunkerton claims the change in company strategy in 2017 is the cause of the problem and his return to the board would revive the company. He refers to other examples of founders returning such as Steve Jobs (Apple), Howard Schultz (Starbucks), Charles Schwab (at his brokerage), Jerry Yang (Yahoo), Malcolm Walker (Iceland), Steve Morgan (Redrow) and Michael Dell (Dell) who revived their companies’ fortunes.

Mr Dunkerton also alleges failings in product design and a number of operational changes that have impacted sales – he aims to fix the former by bringing back James Holder as a consultant to “reinvigorate the DNA of the brand” whatever that might mean. Although the board says Dunkerton was responsible for the Autumn/Winter 2018 range which contributed to the company’s underperformance, he denies it and says he was cut out of the design process.

Doing my own market research, a quick look at the Superdry web site tells me that the products look expensive, particularly for the target market and against likely competitors. Indeed when I asked one of my sons whether he purchased Superdry products he said only from E-Bay where they are cheaper.

We know High Street retail sales are difficult but on-line sales should be booming, but not at Superdry it seems. Though the on-line market is getting a lot tougher with “fast fashion” retailer QUIZ recently reporting a shortfall in sales due to forced discounting. Comparison pricing by shoppers on the internet is clearly becoming more common and if a brand like “Superdry” loses its reputation and exclusivity they will not be able to charge supra-normal prices. Perhaps that is the issue when there are so many channels now selling Superdry products and discounting so prevalent?

One brand extension being pursued is a move into children’s wear. As the founders’ say: “a kidswear range would destroy the ‘cool factor’ for the 16-24 age group, a key demographic”. I would agree with that statement. You can read more about the reasons for the requisition on this web site, set up by the requisitioners: https://www.savesuperdry.com/

My conclusions: I always discount claims about the weather hitting sales and profits in companies – they tend to complain about the weather being either too hot or too cold when the weather is fundamentally variable. Their stocking and supply chain need to cope with that. Otherwise there seem to be major failings in both strategy and operations at the company. But will just appointing a couple of non-executive directors (one of whom clearly has an urge to interfere in operations) really help? It might just lead to a divided board who cannot agree on anything.

However, there is obviously a need for changes, in leadership and in other regards, which the board has rebuffed in essence. Shareholders are in a difficult position due to the limited nature of the proposed revolution. Shareholders might wish to support the requisition, but urge the board to make more substantive changes at the same time. Or at least have a more constructive dialog with the founders. There certainly seems no good reason to oppose Mr Williams’ appointment.

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

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FRC Revolution to Fix Audit and Accounting Problems

A major announcement that will impact investors was made yesterday by the Government. You may not have noticed it in the midst of political turmoil, but it’s worth studying.

The Kingman review of the Financial Reporting Council (FRC) was published last December. It was a quite damning criticism of many aspects of the current regulatory regime that had resulted in so many audit failures and poor-quality financial reporting. See my previous blog post on this subject here: https://roliscon.blog/2018/12/18/all-change-in-the-audit-world/

There are few experienced investors who have not suffered from audit failures in the last few years. Accounts need to be accurate, reliable and trustworthy but they have been far from that in the last few years. It is now proposed that the FRC, which regulates the audit world and sets accounting and corporate governance standards, be scrapped and replaced by a new body to be called the Audit, Reporting and Governance Authority – ARGA as it will no doubt be abbreviated to. ARGA will have stronger powers, a new mandate and new leadership.

There is a public consultation on the proposed new body and supporting legislation which can be obtained from here: https://tinyurl.com/y55a376d . Anyone with an interest in improving auditing, and preventing company failures such as those at Patisserie or Carillion and major banks in 2008 should respond. But there are so many changes proposed that the document may take time to digest. I pick out some of the more important ones below:

A new Chairman and Deputy Chairman are being recruited to head ARGA so there will be change at the top. Let us hope they manage to change the culture of the FRC even if many of the FRC’s staff move into the new body. It needs to be more than a change of name.

The ARGA will have clear statutory powers with a clear purpose and objectives, supported by a “remit letter” from the Government. One objective will be “to protect the interests of users of financial information and the wider public interest…” which is a positive statement and replaces the unclear historic accumulation of limited powers by the FRC.

The new board responsible for the ARGA will be smaller, more diverse and less representative of “stakeholder” interests. Let us hope that this means less dominated by major audit firms and the audit profession.

The Audit Firm Monitoring Approach will be put on a statutory basis and with enhanced skills and seniority in the team. There are also proposals to improve the Audit Quality Review system which sound promising although such reviews only affect large companies. There will also be expansion of Corporate Reporting Review activity focused on higher risk companies and the new regulator will have the power to change accounts without going to Court.

The “audit expectation gap” where, for example, investors expect auditors to detect false accounting or even fraud whereas auditors don’t perceive that as part of their job will be reviewed. There is indeed a problem with the failure of auditors to challenge the information they receive from management and the latter’s forecasts and interpretation. Let us hope that is a meaningful independent review that results in some changes.

A new “pre-clearance” system will be introduced to enable companies and their auditors to obtain approval for “novel and contentious matters in accounts in advance of their publication”. This may assist auditors to “pass the buck” to someone else if they have doubts about how to present the financial figures.

More transparency in the new body is encouraged on such matters as disclosure of undertakings from concluded cases and it will become subject to the Freedom of Information Act. There will also be more publication of information on complaints and improved handling of them. Such changes are to be encouraged to stop the current secrecy under which the FRC operates which frustrates investors.

The oversight of the accountancy profession is proposed to be improved although the details are unclear and it may require primary legislation. The wording suggests that audit firms may escape substantial change.

The prevention of corporate failure is to be tackled by developing a market intelligence system to identify emerging risks in companies. This will enable a change from a purely historic analysis of corporate failures which is rather like shutting the stable door after the horse has bolted to a more proactive, future-looking approach. Auditors may also be required to warn of concerns about viability.

The AARG will be able to commission a “skilled person review” where concerns are raised about a company. Details of how this will operate are to be determined, but this appears to be a useful step forward. The cost would be charged to the companies where it is invoked.

The Government accepts that there is merit in improving internal company controls by something along the lines of the US Sarbanes-Oxley regime. They will explore options in this area and do a consultation on it in due course. This is a welcome move and I covered the benefit of such a change in a previous blog post: https://tinyurl.com/yxmx9gzg

It is proposed to improve “viability” (i.e. “going concern”) statements and the FRC has been tasked with taking that on immediately. Such statements are certainly ineffective at present and could be improved in several ways, e.g. to avoid the “all or nothing” approach at present. Such questions are not simple black and white issues in most cases.

It is proposed to replace the existing, and most peculiar, voluntary funding arrangement of the FRC with a new statutory levy for the ARGA. This is surely welcomed as money is the key to improving many of the regulatory functions. It is clear that the FRC is under-resourced in terms of the numbers and skills of staff.

In summary, most of the recommendations in the Kingman review are being taken forward.

Comment: These long-overdue reforms are certainly welcomed and the Government does seem to be applying some urgency to them, although with a log-jam in Parliament at present it may take time to get some of the needed statutory law changes in place. But cultural changes in organisations are never easy. Old bad habits in the FRC may persist, while it remains to be seen whether adequate funding will be put in place for the ARGA. There is also a lot of detail yet to be worked out. Let us hope it is a case of welcome to ARGA and not AARGH when we learn the details.

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

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Brexit – Now a Supportable Deal

Mrs May’s latest agreement with the EU is surely a satisfactory outcome – at least for everyone except those who wish the UK to depart with “no deal” or oppose Brexit altogether. She has agreed very much what I suggested at the end of January when I said “She is getting near a clear mandate from Parliament which will help in the battle with EU bureaucrats and politicians who are adamant they won’t renegotiate the Withdrawal Agreement. But they will have to if they don’t want the UK to exit without one, which would threaten a lot of EU country exports. Come March 28th, it will be time for a face-saving compromise – no change to the Withdrawal Agreement – just the addition of a codicil providing alternatives to the Backstop.”

And it’s not even March 28th yet, but whether she will get this agreement through Parliament remains to be seen. Later today the vote will decide, but it may not be a final resolution.

Why does the latest “update” to the Withdrawal Agreement provide a satisfactory outcome in my view? Because many people wished to retain uninhibited trade with the EU – at least for a transition period. That did require adherence to some common standards. That is what the Withdrawal Agreement provides and which primarily covers a 2-year transition period. After that the relationship is subject to negotiation and mutual agreement. But there was an issue with the Irish “backstop” that might have prevented the UK from ever exiting the EU fully. That is what many people objected to and what caused MPs to previously vote it down.

The Withdrawal Agreement may not be perfect in all other regards but it is a reasonable compromise and should now be supported. At least that’s my view but I can see some folks disagreeing on this.

You can read the latest legal “codicil” to the Withdrawal Agreement here: https://ec.europa.eu/commission/sites/beta-political/files/instrument.pdf

Postscript: It has been disclosed that Attorney-General Geoffrey Cox does not believe the aforementioned “codicil” as I called it ensures that Britain will not be trapped in the Irish Backstop. He has said so in a 3-page letter to Mrs May – see https://tinyurl.com/y58jzzev . In summary he suggests that the “clarifications and amplified obligations provide a substantive and binding reinforcement of the legal rights available to the United Kingdom in the event that the EU were to fail in its duties of good faith and best endeavours” but he ends by saying that legal risks remain, particularly if the EU shows bad faith.

This seems excessively negative if you read it carefully. If bad faith is shown by either party to an agreement, then it fails. One or other party simply walks away. But Mr Cox’s comments will certainly not help the Prime Minister.

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

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Another Accounting Scandal – Goals Soccer Centres

Yet another problem in accounting has been revealed at Goals Soccer Centres (GOAL). This morning they disclosed in a trading update the discovery of “certain accounting errors” and are reviewing their accounting practices. As a result, the board now expects full year results to be below expectations and publication of the 2018 results has been delayed.

The even worse news is that they have breached their banking covenants so are having to have one of those difficult conversations with their bankers. The share price has fallen 30% this morning (at the time of writing).

Goals is an operator of soccer pitches which listed on AIM as long ago as 2004. Revenue has been flat for the last few years and profits variable. Net debt approximates to revenue which is never a good sign. The company changed auditors from KPMG to BDO in June 2018 and in July 2018 the CFO resigned from the board “with immediate effect” to join his family business but continued in his role as CFO. A new “interim” CFO was not appointed until the 15th January 2019.

After this “own goal”, the company suggests it “will take a more prudent approach” in future. But it reinforces the need to reform the accounting and auditing professions because we are very likely to be told that this issue extends back for more than one year.

Note: I have never held shares in this company despite the fact there was some enthusiasm for it among investors at one time. The share price peaked at 425p in late 2007 but it’s been steadily downhill since. It’s now 38p. I was always doubtful whether there was any real money to be made enabling amateurs to play soccer.

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

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Alliance Trust Results and Directors’ Pay Cuts

Very long-established investment trust Alliance Trust (ATST) issued its annual results for 2018 on the 1st of March. Total return for the year was minus 5.4% with its equity portfolio slightly behind its benchmark index. It put this down to not holding a “narrow group of very large companies”. That performance is similar to my own personal investment portfolio and better than a number of active managers so I hope investors will be satisfied with it after the past revolution at the company.

It is of course disposing of Alliance Trust Savings which finally managed to show an operating profit after many years of losses, and it is also getting shot of some private equity investments and mineral rights in North America. It’s basically returning to its roots as a simple global investment trust which will please many investors.

Citywire have highlighted that many of the directors are taking a pay cut, with Chairman Lord Smith seeing his annual pay reduced from £120,000 to £80,000, Deputy Chairman Gregor Stewart losing £55,000 as he will no longer be a paid director of Alliance Trust Savings. Other directors’ fees are also reduced. Do not be too concerned about Lord Smith’s descent into poverty though – he still has a couple of other well paid jobs.

The pay changes are a rational move because although it was necessary to pay highly to new directors for the effort required to sort out the mess that was the company before Elliott launched their bid for changes, and for the reputational risk if they failed, it is hopefully now more stable and more similar to other investment trusts who do not pay enormous amounts to their non-executive directors. The pay changes will undoubtedly please the many Scottish holders of shares in the trust.

I do hold a few shares in Alliance Trust. I consider it can now be one of those core holdings that any investor who does not wish to track every gyration of the market can hold.

The current share price discount to NAV is 4.4% which is acceptable but the company says it is considering how they can stimulate additional demand for the shares. Investment trusts often have the problem of spending very little on marketing which can be a shame when they provide a low cost route for stock market exposure by investors and have a number of advantages over open-ended funds and ETFs.

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

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Inconvenient AGM at Phoenix, Changes to “Going Concern” and GoCompare

I have been advised that life insurance and pension consolidator Phoenix Group (PHNX), a FTSE 250 company, is holding this year’s AGM in Edinburgh at 9.00 am. That’s a damn inconvenient time and location for most investors. Previous general meetings have been held in London where their registered office is located, although I am told that only one director and no shareholders turned up for the 2018 AGM.

This is the explanation given by the company for the latest venue in the Annual Report: “Our three general meetings in 2018 were held in London. Following the acquisition of Standard Life Assurance, our 2019 Annual General Meeting will be held on 2 May 2019 in Edinburgh, which is now our largest operational centre”. But it’s surely where investors are located rather than operations that matter.

It is undoubtedly time for some standards to be imposed on the timing and location of AGMs because setting a time of 9.00 am suggests they wish to deter shareholders from attending. Why not 2.00 pm which at least would give any shareholder in the UK some chance of getting there without an overnight stay?

There also needs to be more encouragement to attend by the promise of a presentation on the affairs of the company and the attendance of all directors so that questions can be fully answered. Institutional investors should also have an obligation to attend. This practice of trying to turn AGMs into meaningless events needs to be stopped in the interests of improved shareholder engagement.

Going Concern

Auditors have to confirm in their audit reports published in companies Annual Reports that the business is a “going concern”, i.e. will be able to continue trading for the foreseeable future. Any uncertainty in that regard has to be disclosed. But that did not prevent the unexpected collapse of companies such as HBOS, BHS and Carillion. Such events can be very damaging to both investors and suppliers.

The Financial Reporting Council (FRC) is proposing to tighten up the ISA 570 standard used in the UK that defines a going concern. A public consultation on it is present here: https://www.frc.org.uk/consultation-list/2019/exposure-draft-proposed-isa-(uk)-570-(revised)

Comment: The proposed changes to the standard may improve matters but company management will be absolutely horrified with any suggestion they are not a going concern. For a bank it might produce a “run” on the bank and a serious downgrade of its credit rating. For a trading company it would mean suppliers might refuse to trade with it. As a result the management will take enormous effort to convince the auditors they are a going concern, and auditors will be under severe pressure to agree. Such pressure, when companies hire and pay the auditors at present might be irresistible.

There is also the problem that auditors can have built a relationship with the appointing company and its management over several years. They may not be of a nature, or have the inclination, to challenge management. Unless tougher sanctions are imposed on auditors who are too easy going, when collapses take place soon after a clean audit report, I doubt much will change.

GoCompare

I covered the preliminary results of GoCompare (GOCO) on the 28th February. Subsequently there was some director share buying and this morning it was announced that Chairman Sir Peter Wood had bought shares. In fact he purchased 17.8 million shares – about 4% of the company thereby raising his stake to 29.9% (i.e. the limit before he is obliged to make an offer for the company). The announcement quotes Sir Peter: “My share purchase underlines my view, which is shared by my fellow Board members, that the current Gocompare share price does not fully reflect the operational and strategic momentum in the business. I’m particularly excited about our weflip brand and the potential opportunities it offers.  If we deliver on our wider Savings as a Service strategy it will be brilliant for savers everywhere, reinforcing my decision to increase my holding to 29.9%.”

The share price jumped 7% this morning, but if there is a big buyer then there is also a big seller of course. However, insiders might have a better view of the future prospects for the business.

Note: I do hold GoCompare. I do not hold Phoenix.

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

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Abcam Interims, Brexit Amusement and Superdry

Abcam (ABC) published their Interim Results this morning (4/3/2019). The share price promptly dropped 20% although it has recovered half of that at the time of writing. What was the reason for the price drop? A major profit warning, totally unexpected results or other issues? None that I could see. Before giving you my analysis, you may care to read what I said about the company after attending their last AGM – see https://roliscon.blog/2018/11/07/persimmon-departure-abcam-agm-and-over-boarding/ .

I expressed concerns about the cost and delays to the major Oracle ERP system which they are building to replace legacy systems. Clearly over budget and running late. I was also not impressed by the failure to answer questions by the Chairman.

The latest results did not seem exceptional to me – the IT project is still bogged down it seems with financial and procurement modules only “on-track for implementation in Summer 2019” but that’s hardly surprising. There is one more major module to do after that. Revenue growth was 10.8% which is better than they achieved for the whole of last year but slightly less than forecast for the full year.

Perhaps the major concern for investors was the decline in net margins although gross margins were up. Clearly administrative expenses are up, partly as the result of a move of their headquarters to a new site in Cambridge and product development costs have apparently increased.

One amusement was that it was mentioned that they are opening a new distribution facility in Holland to avoid any disruption post Brexit. This generated a question in the on-line analyst presentation (which you can see a recording of on their web site) on the cost, and the answer mentioned the new “HQ”. That was rapidly corrected to “Logistics Centre”, but the costs were not indicated as being of significance.

Another negative was the mention of a new banking facility of £200 million when they don’t seem to be particularly short of cash. This might be used for “future corporate transactions” and it was made clear they are looking for acquisitions.

A further issue is no doubt the typical bad habit of referring to “adjusted figures”. What does that mean? Here is what it says: “Adjusted figures exclude systems and process improvement costs, costs associated with the new Group headquarters, amortisation of acquired intangibles, the tax effect of adjusting items, and in respect of the six months ended 31 December 2017, one-off tax arising from new US tax legislation”. It sounds like there is a lot thrown in there that might be dubious.

One only has to look at the cash flow figures to see what is happening. Overall cash decreased by £7.8 million after £11.9 million spent on acquisitions. Purchases of “property, plant & equipment” and “intangible assets” almost doubled. Clearly costs have been ramped up as part of the aggressive growth strategy pursued by CEO Alan Hirzel since he joined. That required a major rebuild of internal systems and facilities which is proving costly.

The shares are still highly rated after this hiccup which looked somewhat of an over-reaction to me, but we seem to be in one of those markets where the share prices of companies can collapse on the hint of possible problems even though overall market trends are up. Investors are nervous.

Another company that has suffered sharp share price declines in recent weeks has been Superdry (SDRY), a retailing and brand company. Last Friday the company announced the requisition of a General Meeting to appoint two new directors, including founder Julian Dunkerton who left the board last year. He and another founder, James Holder, are clearly unhappy with recent events which includes more than one profit warning and a 65% drop in the share price. Between them the founders hold almost 30% of the shares and it looks like this is shaping up for a big proxy battle. The company has rebuffed any return of Mr Dunkerton or the appointment of an experienced independent non-executive director suggested by the founders.

Such a prompt rebuff with the likely costs that will be involved in a proxy battle as a result never seems a good idea to me. It tends to destroy any chance of an amicable resolution.

I may write more on this situation after obtaining more information on the key issues which seem to be other than the difficulties faced lately by many clothing retailers.

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

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Metro Bank, Improving Accounts, Patisserie, Telford Homes and GoCompare

The latest example of a public company publishing misleading accounts is Metro Bank (MTRO). Both the FCA and PRA (the bank regulator) are looking into the “misclassification” of some loans which resulted in the bank overstating its regulatory capital. The result was that it has had to do an equity share issuance to bolster its capital.

There was a very good letter to the FT today on the subject of improving accounting and audits from Tim Sutton. He suggested the US Sarbanes-Oxley Act had improved the standards in the USA enormously so that revision of financial statements has been declining. To quote: “Section 404 requires management to assess and report annually on the effectiveness of the company’s internal control structure and procedures. In addition, the company’s external auditors must attest to the effectiveness of those controls”. As he points out that might have prevented the fraud at Patisserie (CAKE), and no doubt avoided the issues at Metro and other companies. It sounds an eminently good idea. I realise Sarbanes-Oxley did receive some criticism in the USA after it was first introduced due to the extra costs it imposed, but if that is the only way to ensure reliable accounts, I suggest it is worth paying. It was perhaps over-complicated in implementation in the USA but some of the key features are worth copying.

This morning Telford Homes (TEF) published a trading statement which was mostly bad news and the shares fell over 15%. This is a London focused housing developer which I used to hold but I got nervous some months ago about the housing market in the capital. You can read my acerbic comments made in last October here: https://roliscon.blog/2018/10/10/black-hole-in-patisserie-holdings-audit-review-telford-homes-and-brexit/

The latest announcement says that “the London sales market remains subdued”. Sales are being achieved but at a slower rate and margins are under pressure due to increased incentives and discounts. So they are putting an increased focus on “build-to-rent”. Other bad news is that contracts are being delayed on larger projects, partly due to planning delays. The result will be profit before tax for FY2020 will be significantly below FY2019.

Another announcement this morning was the preliminary results from GoCompare (GOCO). This is a price comparison web service, particularly focused on car insurance, but also covering utilities and other products. It is of course fronted by Italian opera singer Gio Compario in TV advertisements which I certainly prefer to the Moneysupermarket ones.

It was particularly interesting watching the results presentation – probably available as a recording on their web site. Results were much as forecast, with only a slight increase in revenue but a 20% increase in adjusted earnings. This is due to optimisation of marketing. You can see that these kinds of companies have to spend an enormous amount on marketing to catch customers when they are thinking of switching suppliers. GOCO spent £80 million on marketing last year, down from £89 million) to achieve revenue of £152 million.

They have made acquisitions to diversify revenue and this has led to an increase in debt, but the interesting news was about a new subscription service called WEFLIP. This automatically switches your energy supplier, among a panel of agreed suppliers, if you can potentially save £50. This will enable them to retain customers, with the suppliers paying the subscription fee. They plan to spend £10 million on marketing this in the coming year and have already done a “soft” launch to ensure the product and market are OK. Clearly though, this might be perceived as a bit of a gamble.

The market was unimpressed and the shares have fallen by another 5% today after a long decline in recent months. It’s now on a prospective p/e of less than 9 and yield of about 3%. I remain a holder at those levels.

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

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Luxembourg Regulators Inept?

There were a couple of interesting articles on Luxembourg financial regulation in Mondays FTfm publication. The first was on the allegation by victims of the Madoff fraud that the regulator was “inept” because UBS were not being forced to compensate investors in the $1.4 billion Luxalpha fund that fed money to Madoff. UBS were the funds investment manager and custodian and should therefore have paid compensation under the regulator’s rules. But they are declining to enforce their own rules it is claimed. There also seem to be difficulties in investors pursuing legal claims in Luxembourg over this “due to bureaucratic hurdles”.

I have past experience of dealing with the Luxembourg regulator (the CSSF) over the actions of Paypal some years back. Paypal in Europe (and the UK) was and still is regulated by the CSSF. They proved to be totally useless in dealing with my complaint. I came to the conclusion that Paypal chose that regulatory venue for good reason.

I would be very wary of investing in any business that was registered or regulated in Luxembourg. The UK regulator might be quite inept at times, but at least they try to some extent to deal with complaints. The Luxembourg regulator seems to be asleep at the wheel or to simply not have the resources to provide the required service.

Surprisingly the second article in FTfm was how funds are moving to Luxembourg and Ireland spurred by Brexit so as to give them access to EU markets. This is being done by the use of “supermancos” (super management companies) that provide administration services for multiple fund providers and effectively it seems act as a “front” with the appropriate regulatory licences. The EU has laid down some rules that require them to have some “substance” but all that means apparently is that they need to have up to seven staff rather than just one or two. Does that inspire confidence? Not in me.

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

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Words of Wisdom from Warren Buffett

Warren Buffett has published his latest annual letter for investors in Berkshire Hathaway (see http://berkshirehathaway.com/letters/2018ltr.pdf). These letters are always worth reading for their insight into how a successful stock market investor thinks. I’ll pick out a few highlights:

Berkshire’s per share book value only rose by 0.4% in 2018 but he assigns that to the need to write down $20.6 billion on his investment holdings in unlisted companies due to new GAAP accounting rules using “mark-to-market” principles. He is not happy about that change.

He expects to make more purchases of listed securities as there are few prospects for mega-sized acquisitions. But that is not a market bet. He says “Charlie [Munger] and I have no idea as to how stocks will behave next week or next year”. He just buys shares in attractive businesses when their value is more than the market price.

At the ages of 88 and 95 for Warren and Charlie, they are not considering downsizing and becoming net consumers as opposed to capital builders. He quips “perhaps we will become big spenders in our old age”.

He comments on “bad corporate behaviour” induced by the desire of management to meet Wall Street expectations. What starts as an innocent “fudge” can become the first step in a full-fledged fraud. If bosses cheat in this way, subordinates will do so likewise.

He criticises the use of debt which he uses only sparingly. He says “at rare and unpredictable intervals, credit vanishes and debt becomes financially fatal”. It’s a Russian roulette situation in essence.

He’s still betting on the commercial vibrancy of the USA to produce investment returns in the future similar to the past. He calls the nations achievement since 1942, when he first invested, to be “breathtaking”. An S&P index fund would have turned his $114.75 into $606,811. But if it was a tax-free fund it would have grown to $5.3 billion. He also points out that if 1% of those assets had been paid to various “helpers” (he means intermediaries), then the return would have been only half that at $2.65 billion. He is emphasising the importance of avoiding tax if possible, and minimising what you are paying in charges.

But if you panicked at the rising debts in this world and invested in gold instead the $114.75 would only be worth $4,200. Clearly Warren believes in investing in companies and their shares as not just a protection against inflation but as the better investment than “safe” assets. He suggests the USA has been so successful economically because the nation reinvested its savings, or retained earnings, in their businesses.

The moral for private investors is no doubt that you should not spend all your dividends but at least reinvest some of them, or encourage companies to reinvest their earnings rather than pay them out as dividends. But you do need to invest in companies that reinvest their earnings to obtain a good return.

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

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