Mulberry Profit Warning – Better Late Than Never

On Saturday (18/8/2018) I wrote about the damage to suppliers from the pre-pack administration at House of Fraser. One of the companies mentioned was Mulberry Group Plc (MUL) and I queried why they had not issued an RNS announcement indicating the likely impact on their profits. I suggested it could be £2.4 million.

This morning Mulberry issued a profit warning that spelled out the likely figure. There will be a provision of £3 million of “exceptional costs” related to the 21 “concessions” that they operated in House of Fraser stores. That arises from “a review of debtor balances, fixed assets and potential costs that may result from restructuring”.

For the avoidance of doubt, I have never owned the shares, nor bought their products. They do sell some nice handbags at £1,000 plus though. Both the products and the share price are too rich for me. At a prospective p/e of over 50 even before this morning’s profit warning, they must have some loyal followers.

The share price has fallen by 17% this morning at the time of writing. I hope shareholders in Mulberry will complain to the Insolvency Service (part of the BEIS Department – the responsible Minister is Kelly Tolhurst M.P.). The insolvency regime needs major reform.

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

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House of Fraser – The Real Damage from the Pre-Pack and to Mulberry

I have covered the abuse of pre-pack administrations and the case of House of Fraser in two previous blog articles. But now that the initial administrators report has been published the real damage is very clear.

House of Fraser had total debts of £884 million of which trade suppliers were owed £484 million. The latter means goods supplied to the company, and sitting in the stores being sold to customers which will not be paid for by either the administrator or the new owners. The suppliers included big names such as Mulberry, Giorgio Armani, Gucci and Prada plus no doubt a large number of smaller suppliers as is common in the “rag trade”. Some of the latter might well go bust as a result.

Let’s look at luxury products supplier Mulberry which is a UK listed company (TIDM MUL). They are owed £2.4 million when last year their net profits were £6.2 million so the potential hit to their profits is very substantial as the administrator is very unlikely to pay them. What might offset those losses?

They might have “reserved title” on the goods supplied if they wrote their contracts correctly although such claims are typically resisted by administrators. They might also have insured the risk of not being paid by their customers in which case the cost will fall on the insurers. They may also do some kind of compromise deal with new owner Mike Ashley whereby he pays a figure to ensure continuity of supply. But Mulberry have made no public announcement of the likely impact on profits which is surely required sooner or later from a public company. Perhaps they are still trying to figure out the impact or are simply “in denial” about the cost.

Retail concession operators within the House of Fraser stores are also in a difficult position. Stock in the stores is theirs and has been removed in some cases. But past sales will have been put through the House of Fraser till system. The cash may be in a trust account, or it may not.

Retail customers of House of Fraser have also been affected, particularly those who ordered products from the company’s web site. These should have been delivered from warehouse operator XPO Logistics who are owed £30 million and stopped processing orders soon after the administration. Whether the customers will get refunds or will have to claim against their credit card suppliers is not currently clear.

The House of Fraser web site is currently unusable so they will be missing a lot of potential orders. The site simply says “We’re currently working hard to make some improvements to the website” which is a misleading euphemism for “systems needing to be totally rebuilt with a new supply chain”.

You can see from the above that although a pre-pack administration appears a simple way for a business to continue while jobs are protected, in reality it is far from simple and enormously damaging to a wide range of people and companies. The bankers and lenders to the company are first in line for any payout as “secured” creditors but typically all other creditors get nothing in such cases. It seems unlikely that it will be any different here.

In conclusion, you can see from the above, and the impact on the pension fund of the company covered in a previous article, that pre-pack administrations are only simple solutions for insolvency practitioners and bankers. For everyone else they are a nightmare. The disruption they cause creates much wider impacts and justifies looking for a better solution to the problems of companies that are losing money and running out of cash.

THE INSOLVENCY REGIME NEEDS REFORM. THERE ARE BETTER SOLUTIONS TO THE HANDLING OF INSOLVENT BUSINESSES.

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

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House of Fraser Pre-Pack – More Details Disclosed

The Financial Times disclosed more details of the pre-pack administration of House of Fraser this morning which I previously commented on here: https://roliscon.blog/2018/08/12/house-of-fraser-pre-pack-is-it-such-a-great-deal/

The FT makes it clear that there was at least one other serious bidder for the company who was willing to purchase the business as a “going concern”. That bidder was Philip Day. How much he was willing to pay is not totally clear, but EY, the administrators are quoted as saying “For the avoidance of doubt, this was the only available offer to save the business, and in comparison to the alternatives represented by far the best recovery for the creditors of House of Fraser”.

The first part of that statement conflicts directly with the other information obtained by the FT. My conclusion is simply that the administrators preferred one bidder rather than another, probably at the behest of the secured lenders (i.e. the banks). There can be a number of reasons for doing so but in essence it’s very typical of what happens with pre-packs where the rush to complete the deal prejudices obtaining the best outcome other than for the secured creditors. So stuff the pensioners, stuff the trade creditors who have supplied goods they won’t now be paid for, stuff the property owners and stuff everyone else so long as the banks get paid.

The administrators can always claim in such circumstances that other offers were not available because very few bidders are likely to make an offer without some information about the business they may be buying and they may need time to put in place the funding required. At least some minimal due diligence is essential. But the administrator can delay or hold back information to thwart other bidders than their favourite candidate. So they can claim that there was only one firm offer on the table when the business was placed into administration.

This is a corruption of the administration process when there should be open marketing and time allowed for reasonable offers to be made so as to obtain the best solution for all stakeholders.

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

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House of Fraser Pre-Pack – Is It Such a Great Deal?

The acquisition of House of Fraser by Sports Direct is a typical “pre-pack” administration. In administration one minute, sold the next. The national media promptly welcomed it as the rescue of everyone’s favourite department store, the protection of 17,000 jobs and just what is needed to help save Britain’s High Streets.

Mike Ashley of Sports Direct trumpeted this as a great deal. All the stores and stock were purchased for £90 million when gross assets were £946 million and the company made a profit last year of £14.7 million – more on the financial numbers below. He plans to turn House of Fraser into the “Harrods of the High Street”.

But is it such a great deal? I have written many times in the past about the iniquities of pre-pack administrations. How creditors and shareholders are dumped, and pension schemes likewise. The administrators save themselves the hassle of winding up the business or looking for a buyer of the business as a “going concern” while collecting large fees for little work. I think the insolvency regime should be reformed.

The figure of £946 million of gross assets given by Sports Direct is from the last published accounts of the parent company House of Fraser (UK & Ireland) Ltd for the year ending January 2017, which is the last set of accounts filed at Companies House. The truth is that the company had net assets of £111 million with trade creditors of £365 million and long-term borrowings of £284 million. Debts including short terms borrowings probably grew substantially since then. Although Mr Ashley is paying the administrators £90 million for the assets, it would appear that both the trade creditors and the lenders will be very substantially out of pocket.

That’s not to mention the property companies who are the store landlords who face a default on their leases. Mr Ashley is unlikely to want to keep half the stores, so many of the jobs will be lost and he will no doubt want to renegotiate the leases on other stores downwards. So any property companies you may have invested may be damaged.

The company will have got shot of its defined pension schemes (approximately 10,000 members) which will be taken on by the Pension Protection Fund. That’s a public body that is funded by a levy on all pension schemes, so basically someone else will be paying if there is any shortfall. Although the pension scheme may be in surplus at this time, in such circumstances pensioners usually face a substantial cut in their future income as there will be no more contributions from the company.

Now House of Fraser might have been a retailing basket case with excessive debt, but surely a more equitable solution was possible? Indeed the Mail on Sunday today called it a “Fix” because there was an alternative offer on the table from retail billionaire Philip Day who allegedly offered £100 million for the company including taking on the pension obligations. The Mail suggested that the bankers and bondholders forced acceptance of the Ashley proposal in their interests. This is not unusual in pre-packs.

Sir Vince Cable suggested an investigation by the BEIS Department is required followed by reform of the pre-pack system. I agree with him. There are better solutions to how to deal with companies that run out of cash or become insolvent due to excessive debt which could protect the interests of trade creditors, employees and pensioners.

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

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