ShadowFall is short Network International ($NETW). Report available to download from: shadowfall.com/researchservic…
Some of the Wirecard connections to NETW’s intended acquisition, DPO, are already known. However, we have found numerous links…. 1/7
Yes, DPO bought Acona from Dietmar Knöchelmann, who was subsequently convicted for money laundering & fraud. However, we also find that DPO has been audited by a former co-director to Knöchelmann. 2/7
As for DPO’s initial company secretary & Director, these are the same individuals connected to Greymountain Management, which is currently involved in an ongoing US CFTC court case regarding binary option scams. 3/7
We view several DPO related metrics provided by NETW’s management as contradictory, whilst we struggle to make sense of the guidance. When considering DPO is a roll-up - acquiring businesses for 1x-2.5x sales – the price to NETW of 12x Pro-forma sales appears eye-watering. 4/7
But that’s just DPO. What about NETW? We believe the major pre-IPO shareholder, also NETW’s major customer, could have been incentivised to boost NETW’s numbers ahead of IPO. Now this shareholder has a fraction of its former holding, this incentive is significantly reduced. 5/7
We’re unconvinced losses for “discontinued operations” all relate to these businesses. NETW’s info on disposals does not appear to reconcile with local filings or the buyer’s version of events. The buyer was Finablr, so admittedly it’s difficult to know who to believe! 6/7
We believe our report and NETW’s disclosures raises a number of questions which NETW’s shareholders may welcome some clarity on. These questions can be read in our open letter, which we have addressed to NETW: bit.ly/3mFkyfr 7/7
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ShadowFall is short Blue Prism ($PRSM). shadowfall.com/researchservic…
We believe PRSM is being left behind by its peers in the highly competitive & commoditised RPA market. In our view, PRSM’s prospect of ever reaching meaningful profitability is low. 1/4
Meanwhile, PRSM’s key metrics appear to be worsening, such as revenue per average customer, the quality of its receivables, upsell rates, customer churn, while significant board churn and what we view as lack of appropriate independence we find also of concern. 2/4
We find consistent inconsistencies within the filings and company statements, whether it’s between the P&L & corresponding notes in the accounts, gaps in the main subsidiary filings or claims regarding its recent acquisition. 3/4
ShadowFall is short Boohoo (£BOO).
Below are several questions that we believe should be put to Boohoo’s management:
1. Of the £89.8m in EBITDA for 1H20, what percentage of this do you estimate was driven from unintentionally benefiting from the exploitation of Leicester factory workers due to their low pay and poor working conditions in the supply chain?
2. What percentage of the £367m in cost of goods in 1H20 was attributable to supply from Leicester? Going forward, what percentage of this would you envisage will continue to be attributable to supply from Leicester?
ShadowFall Fund is short Boohoo (£BOO)
We believe that Iain Dale’s @LBC show from yesterday was enlightening. In particular an extended interview with @ABridgen: lbc.co.uk/radio/presente… 1/4
Mr Bridgen MP makes reference to two buildings, the Dunlop Building and the Imperial Typewriter Factory. In the former reference, we believe that he meant the Dunlop Business Centre (DBC). According to Land Registry details, the DBC is owned by JAK Property Jersey Limited. 2/4
JAK Property provides Boohoo’s headquarters, 49-51 Dale Street, Manchester, as its contact address with HM Land Registry. Further, based on filings with UK Companies House, we believe that JAK Property is associated with Jalaludin Abdulla Kamani (Perhaps the JAK reference?). 3/4
shadowfall.com/researchservic…
ShadowFall Fund is short BooHoo Plc (£BOO).
Since 2014, we believe that BOO has provided a misleading impression of its cumulative Free Cash Flow (FCF) by 67%. Most recently, in FY20, we believe BOO’s FCF was misrepresented by 65%. 1/5
Two weeks ago, BOO made a £198m cash call. We see a risk that BOO doesn’t use this for M&A, but instead combines it with its considerable £241m net cash, just to be paid to BOO’s Chairman’s son, through material dividends and a potential PrettyLittleThing (PLT) NCI buy-out. 2/5
We question if PLT’s profit is boosted by another BOO entity “wearing” some of its costs. We calculate that this effective “profit boost” could result in an additional £193m paid to PLT’s NCI. We suppose, if not used on M&A, BOO’s recent £198m cash call could support this. 3/5
ShadowFall Fund is short Future Plc
Future (£FUTR) is valued at 6.8x 2019 sales. We calculate 79% of this was bought at 1.9x. Upon review, we believe that Future is a collection of generally low quality, often distinct & shrinking assets.
We calculate Future’s FY19 organic sales growth was 1% (reported at 11%). Regarding EBITDA, we question the benefits from Future’s strategy, such as “Growth from Platform Effect”. Our view is that a greater proportion of FY19 EBITDA growth stems from businesses being acquired.
One of the larger acquired assets appears to have experienced post-acquisition adjustments where value attributable to websites was determined to be £37.8m or c. 60% lower than previously appraised. We find this concerning for such an acquisitive company.