Pan-Asia Index Rebalances/ Events/ Delta One, Periscope Analytics

Brian Freitas

Pan-Asia Index Rebalances/ Events/ Delta One

Index Rebalance

<ul>
<li>
<a href="https://www.smartkarma.com/entities/ausnet-services" target="_blank" data-smartkarma-citation="entities:10293:1" rel="noopener">Ausnet Services (AST AU)</a> will be deleted from the <a href="https://www.smartkarma.com/entities/s-p-asx-200" target="_blank" data-smartkarma-citation="entities:22901:1" rel="noopener">S&amp;P/ASX 200 (AS51 INDEX)</a> after the close of trading on 4 February and <a href="https://www.smartkarma.com/entities/arena-reit" target="_blank" data-smartkarma-citation="entities:12209:1" rel="noopener">Arena Reit (ARF AU)</a> will be included.</li>
<li>With this change announced, <a href="https://www.smartkarma.com/entities/telix-pharmaceuticals-ltd" target="_blank" data-smartkarma-citation="entities:26052:1" rel="noopener">Telix Pharmaceuticals (TLX AU)</a> is a high probability inclusion to the <a href="https://www.smartkarma.com/entities/s-p-asx-200" target="_blank" data-smartkarma-citation="entities:22901:1" rel="noopener">S&amp;P/ASX 200 (AS51 INDEX)</a> next week when <a href="https://www.smartkarma.com/entities/sydney-airport" target="_blank" data-smartkarma-citation="entities:19063:1" rel="noopener">Sydney Airport (SYD AU)</a> will be deleted.</li>
<li>
<a href="https://www.smartkarma.com/entities/arena-reit" target="_blank" data-smartkarma-citation="entities:12209:1" rel="noopener">Arena Reit (ARF AU)</a> has outperformed its peers over the last year and now trades at higher valuations. We would use price spikes on inclusion to rotate into its peers.</li>
</ul>



Ausnet Services (AST AU) will be deleted from the S&amp;P/ASX 200 (AS51 INDEX) after the close of trading on 4 February and Arena Reit (ARF AU) will be included.
With this change announced, Telix Pharmaceuticals (TLX AU) is a high probability inclusion to the S&amp;P/ASX 200 (AS51 INDEX) next week when Sydney Airport (SYD AU) will be deleted.

Arena Reit (ARF AU) has outperformed its peers over the last year and now trades at higher valuations. We would use price spikes on inclusion to rotate into its peers.


ASX200 Index Rebalance: Arena REIT to Replace Ausnet

Pan-Asia Catalysts/Events, Quiddity Advisors

David Blennerhassett

Pan-Asia Catalysts/Events

Quiddity Advisors

Event-Driven

Vitalharvest Freehold Trust / Event-Driven

<div>
<div class="content-highlight">
<p><em><strong>Corrigenda: There is an error in this Insight. Please note the correction.</strong></em></p>
<p><em><strong>Correction: All references below to Macquarie Agricultural Funds Management (MAFM)'s bumped offer on 23 April should read A$1.24/share instead of A$1.23/share.</strong></em></p>
</div>
<p>Back on the 9 November 2020, orchard landlord <a href="https://www.smartkarma.com/entities/vitalharvest-freehold-trust" target="_blank" data-smartkarma-citation="entities:29120:1" rel="noopener">Vitalharvest Freehold Trust (VTH AU)</a> <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02306235-3A554957?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">received</a> an all-cash cash Offer of $1.00/unit from Macquarie Infrastructure and Real Assets, by way of a Scheme. Should the Scheme not be approved by unitholders, MIRA offered to buy all of VTH's assets for A$300mn in cash. The asset sale requires a reduced unitholder approval threshold.</p>
</div>
<div>
<p>Macquarie Agricultural Funds Management (MAFM) and VTH subsequently entered into a <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02309943_PS-3A555619?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">SID</a>,  for A$1.00/unit, which covered both the Scheme and asset sale. Absent a superior Offer, Primewest (19.9%) said it would support MAFM's Offer.</p>
<p>The entry of  Roc Private Equity on the 26 February has lead to a two-month competitive bidding situation, culminating in this morning's Offer of <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02366483-3A565774?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">A$1.23/share</a> from MAFM.</p>
</div>
<div>
<p>Below is a timeline of events that subsequently transpired (with insights in bold &amp; italics) since the initial announcement:</p>
</div>
<div>
<table class="table table-striped">
<tbody>
<tr>
<td style="width: 73.9881px;">
<h3>Date</h3>
</td>
<td style="width: 629.544px;">
<h3>Data in the Date</h3>
</td>
</tr>
<tr>
<td style="width: 73.9881px;">9-Nov-21</td>
<td style="width: 629.544px;">
<p>An all-cash cash Offer of $1.00/unit from Macquarie Infrastructure and Real Assets was <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02306235-3A554957?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">announced</a></p>
<p><em><strong><a href="https://skr.ma/wjJLA" target="_blank" rel="noopener">Vitalharvest (VTH AU): Macquarie Doesn't See A Lemon</a></strong></em></p>
</td>
</tr>
<tr>
<td style="width: 73.9881px;">17-Nov-21</td>
<td style="width: 629.544px;">Macquarie Agricultural Funds Management (MAFM) and VTH entered into a <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02309943_PS-3A555619?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">SID</a>,  for A$1.00/unit. The SID covered both the Scheme and asset sale, wherein the distribution was expected to be equivalent under either outcome. Subject to a superior proposal, Primewest (19.9%) said it would support MAFM's Offer.</td>
</tr>
<tr>
<td style="width: 73.9881px;">1-Feb-21</td>
<td style="width: 629.544px;">An agreement was <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02336388-3A560402?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">reached</a> whereby MAFM would pay an additional A$0.025/unit from rent received in the first half of the year up to 31 December. The combined value of the distribution - be it under the Scheme or the asset sale - would be A$1.025/unit. </td>
</tr>
<tr>
<td style="width: 73.9881px;">26-Feb-21</td>
<td style="width: 629.544px;">VTH announced a non-binding <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02347268-3A562484?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">Offer</a> from Roc Private Equity of A$1.08/unit by way of a Scheme, which also incorporates an asset sale component in a similar vein to that of MAFM's. VTH said it had <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02350149-3A563012?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">assessed</a> the proposal and determined that it would be reasonably likely to result in a superior proposal. The unitholder meeting to vote on MAFM's offer, initially to be held on the 4 March, was subsequently postponed.</td>
</tr>
<tr>
<td style="width: 73.9881px;">11-Mar-21</td>
<td style="width: 629.544px;">
<p>MAFM <a href="https://www.asx.com.au/asxpdf/20210311/pdf/44tkfcwkr3hm7c.pdf" target="_blank" rel="noopener">matched</a> Roc's Offer of A$1.08/unit, plus extended the payment of the A$0.025/unit dividend. </p>
<p><em><strong><a href="https://skr.ma/BcLPi" target="_blank" rel="noopener">Vitalharvest (VTH AU): Macquarie Ups Its Offer</a></strong></em></p>
</td>
</tr>
<tr>
<td style="width: 73.9881px;">18-Mar-21</td>
<td style="width: 629.544px;">
<p>Roc <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02355011-3A563788?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">bumps</a> its non-binding proposal to A$1.12/unit, either via a Scheme or from proceeds from an asset sale. A permitted dividend of A$0.025/unit, similar to that under MAFM's Offer, would be bolted on to that.</p>
<p><em><strong><a href="https://skr.ma/dhdGy" target="_blank" rel="noopener">Vitalharvest (VTH AU): Roc Blinks, And Bumps</a></strong></em></p>
</td>
</tr>
<tr>
<td style="width: 73.9881px;">1-Apr-21</td>
<td style="width: 629.544px;">
<p>Roc's A$1.12/share now <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02359878-3A564660?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">binding</a>. Matching rights for MAFM triggered.</p>
</td>
</tr>
<tr>
<td style="width: 73.9881px;">7-Apr--21</td>
<td style="width: 629.544px;">
<p>MAFM <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02361098-3A564868?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">matches</a> at A$1.12/share. A dividend of A$0.025/unit is also to be permitted and added.</p>
</td>
</tr>
<tr>
<td style="width: 73.9881px;">8-Apr-21</td>
<td style="width: 629.544px;">
<p>Roc <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02361506-3A564934?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">bumps</a> its binding proposal to A$1.16/unit, either via a Scheme or from proceeds from an asset sale. A dividend of A$0.025/unit is also to be permitted and added. Matching rights for MAFM triggered.</p>
</td>
</tr>
<tr>
<td style="width: 73.9881px;">14-Apr-21</td>
<td style="width: 629.544px;">
<p>MAFM <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02363378-3A565247?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">matches</a> at A$1.16/share. A dividend of A$0.025/unit is also to be permitted and added.</p>
</td>
</tr>
<tr>
<td style="width: 73.9881px;">15-Apr-21</td>
<td style="width: 629.544px;">
<p>Roc <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02363884-3A565352?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">bumps</a> its binding proposal to A$1.18/unit, either via a Scheme or from proceeds from an asset sale. A dividend of A$0.025/unit is also to be permitted and added. Matching rights for MAFM triggered.</p>
</td>
</tr>
<tr>
<td style="width: 73.9881px;">22-Apr-21</td>
<td style="width: 629.544px;">
<p>MAFM <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02365946-3A565663?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">bumps</a> to A$1.19/share. A dividend of A$0.025/unit is also to be permitted and added.</p>
</td>
</tr>
<tr>
<td style="width: 73.9881px;">22-Apr-21</td>
<td style="width: 629.544px;">
<p>Roc <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02366483-3A565774?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">bumps</a> its binding proposal to A$1.23/unit, either via a Scheme or from proceeds from an asset sale. A dividend of A$0.025/unit is also to be permitted and added.</p>
</td>
</tr>
<tr>
<td style="width: 73.9881px;">23-Apr-21</td>
<td style="width: 629.544px;">
<p>MAFM <a href="https://cdn-api.markitdigital.com/apiman-gateway/ASX/asx-research/1.0/file/2924-02366483-3A565774?access_token=83ff96335c2d45a094df02a206a39ff4" target="_blank" rel="noopener">bumps</a> to A$1.23/share. A dividend of A$0.025/unit is also to be permitted and added.</p>
</td>
</tr>
<tr>
<td colspan="2" style="width: 724.147px;"><em>Source: ASX </em></td>
</tr>
</tbody>
</table>
</div>
<p>The offer is now up 25.5% (including the dividend) since MAFM's first Offer. Or around A$47mn increase in the deal size.</p>
<div>
<p>This competitive bidding situation looks set to run some more.</p>
</div>
<div>
<p>More below the fold.</p>
</div>



Corrigenda: There is an error in this Insight. Please note the correction.
Correction: All references below to Macquarie Agricultural Funds Management (MAFM)'s bumped offer on 23 April should read A$1.24/share instead of A$1.23/share.

Back on the 9 November 2020, orchard landlord Vitalharvest Freehold Trust (VTH AU) received an all-cash cash Offer of $1.00/unit from Macquarie Infrastructure and Real Assets, by way of a Scheme. Should the Scheme not be approved by unitholders, MIRA offered to buy all of VTH's assets for A$300mn in cash. The asset sale requires a reduced unitholder approval threshold.


Macquarie Agricultural Funds Management (MAFM) and VTH subsequently entered into a SID,  for A$1.00/unit, which covered both the Scheme and asset sale. Absent a superior Offer, Primewest (19.9%) said it would support MAFM's Offer.
The entry of  Roc Private Equity on the 26 February has lead to a two-month competitive bidding situation, culminating in this morning's Offer of A$1.23/share from MAFM.


Below is a timeline of events that subsequently transpired (with insights in bold &amp; italics) since the initial announcement:






Date


Data in the Date



9-Nov-21

An all-cash cash Offer of $1.00/unit from Macquarie Infrastructure and Real Assets was announced
Vitalharvest (VTH AU): Macquarie Doesn't See A Lemon



17-Nov-21
Macquarie Agricultural Funds Management (MAFM) and VTH entered into a SID,  for A$1.00/unit. The SID covered both the Scheme and asset sale, wherein the distribution was expected to be equivalent under either outcome. Subject to a superior proposal, Primewest (19.9%) said it would support MAFM's Offer.


1-Feb-21
An agreement was reached whereby MAFM would pay an additional A$0.025/unit from rent received in the first half of the year up to 31 December. The combined value of the distribution - be it under the Scheme or the asset sale - would be A$1.025/unit. 


26-Feb-21
VTH announced a non-binding Offer from Roc Private Equity of A$1.08/unit by way of a Scheme, which also incorporates an asset sale component in a similar vein to that of MAFM's. VTH said it had assessed the proposal and determined that it would be reasonably likely to result in a superior proposal. The unitholder meeting to vote on MAFM's offer, initially to be held on the 4 March, was subsequently postponed.


11-Mar-21

MAFM matched Roc's Offer of A$1.08/unit, plus extended the payment of the A$0.025/unit dividend. 
Vitalharvest (VTH AU): Macquarie Ups Its Offer



18-Mar-21

Roc bumps its non-binding proposal to A$1.12/unit, either via a Scheme or from proceeds from an asset sale. A permitted dividend of A$0.025/unit, similar to that under MAFM's Offer, would be bolted on to that.
Vitalharvest (VTH AU): Roc Blinks, And Bumps



1-Apr-21

Roc's A$1.12/share now binding. Matching rights for MAFM triggered.



7-Apr--21

MAFM matches at A$1.12/share. A dividend of A$0.025/unit is also to be permitted and added.



8-Apr-21

Roc bumps its binding proposal to A$1.16/unit, either via a Scheme or from proceeds from an asset sale. A dividend of A$0.025/unit is also to be permitted and added. Matching rights for MAFM triggered.



14-Apr-21

MAFM matches at A$1.16/share. A dividend of A$0.025/unit is also to be permitted and added.



15-Apr-21

Roc bumps its binding proposal to A$1.18/unit, either via a Scheme or from proceeds from an asset sale. A dividend of A$0.025/unit is also to be permitted and added. Matching rights for MAFM triggered.



22-Apr-21

MAFM bumps to A$1.19/share. A dividend of A$0.025/unit is also to be permitted and added.



22-Apr-21

Roc bumps its binding proposal to A$1.23/unit, either via a Scheme or from proceeds from an asset sale. A dividend of A$0.025/unit is also to be permitted and added.



23-Apr-21

MAFM bumps to A$1.23/share. A dividend of A$0.025/unit is also to be permitted and added.



Source: ASX 




The offer is now up 25.5% (including the dividend) since MAFM's first Offer. Or around A$47mn increase in the deal size.

This competitive bidding situation looks set to run some more.


More below the fold.


Vitalharvest (VTH AU): Bumpity Bumpity Berry Bidding

Equity Analyst, LightStream Research

Supun Walpola

Equity Analyst

Long-Short Analysis on Japan, Asia and the World

LightStream Research

LightStream conducts quantitatively rigorous and data-driven analysis with a focus on Japan and Asia.

We consistently cover the Tech, Consumer and Industrial sectors, and provide ECM and Events coverage more broadly.

We supplement traditional qualitative insights from company relationships with a robust quantitative foundation that examines as much historical data as is available.
We further refine the accuracy of our insights and calls through the use of alternative data to flesh out current trends, and through a valuation framework that emphasises non-superficial peer group selection and a proper attempt to understand the metrics and changes that have driven security valuations in the past.

Forensic Accounting

<div class="content-highlight">
<p>This insight has been produced jointly by <a href="https://www.smartkarma.com/profiles/shifara-samsudeen-acma-cgma" target="_blank" data-smartkarma-citation="accounts:3297" rel="noopener">Shifara Samsudeen, ACMA, CGMA</a> ​and <a href="https://www.smartkarma.com/profiles/supun-walpola" target="_blank" data-smartkarma-citation="accounts:1650" rel="noopener">Supun Walpola</a> ​at <a href="https://www.smartkarma.com/companies/lightstream-research" target="_blank" data-smartkarma-citation="companies:909" rel="noopener">LightStream Research</a> ​</p>
</div>
<ul>
<li>In this Smartkarma Original, we provide a guide on short-sell strategies employed by short-sellers to identify, analyse, and subsequently target companies. We also provide our recommendations to companies to prevent, detect, and combat short-sell attacks.</li>
<li>We believe companies whose share prices have increased significantly within a short period of time and whose valuations are at significant premiums to their peers become vulnerable for short-sell attacks. The share price of the short-sell targets in our sample increased by 89.2% on average from its 52-week low to the date of release of the short-sell report. The EV/Revenue, EV/OP, P/E, and P/B multiples of the short-sell targets in our sample were at premiums of 241.2%, 37.6%, 42.5%, and 118.7% on average over their peers, respectively.</li>
<li>Short sellers also seem to target companies that significantly outperform their peers on operating matrices. Short-sellers imply that such outperformance is due to fabricated results. The OP margin of the short-sell targets in our sample were around 4.5x higher than their peers.</li>
<li>It is conventional wisdom that insiders cash-out when they are no longer confident about the prospects of the company. Short sellers try to exploit this idea and are often on the lookout for instances where insiders are continuously cashing out, either by way of selling their stake in the company, or through back door transactions like share pledges, collar transactions, and high levels of compensation.</li>
<li>Short-sellers show no mercy when it comes to questionable or complex corporate structures like VIE arrangements either. Short-sellers are of the view that such dubious corporate structures enable companies to round trip revenue and assets to fabricate financial results. Short-sellers are also on the lookout for suspicious M&amp;A transactions with related parties, particularly overvalued asset sales to and undervalued asset purchases from insiders.     </li>
<li>When a company fakes revenue or profit at the income statement level, it leads to a fake cash problem, i.e. the company then has to forge significant cash balances to match its inflated profit. Short sellers believe that inflated capex or R&amp;D expenses are helpful tools to burn fake cash as these expenses often do not raise any suspicion if they do not generate instant returns.</li>
<li>Short-sellers also seem to target companies and insiders that historically have a bad reputation. We also came across several instances where short-sellers have questioned the track record of auditors, underwriters, and appraisers that were employed by the target companies. Short-sellers also consider frequent auditor changes and audit fees that are either too-high or too-low as red-flags.</li>
<li>Short-sellers regularly keep an eye out for companies with weaker corporate governance practices. However, some of the cases that we came across in our research suggest that traditional corporate governance matrices have limited relevance in exposing fraudsters in this day and age. Short-sellers now seem to question the true “independence” of independent directors and are sceptical about companies with high board turnover.</li>
<li>A short-seller can identify a plethora of red-flags for a company, but a short-sell attack is seldom successful without any smoking-gun evidence. Therefore, short-sellers often thrive on finding that one key piece of evidence that would make their thesis irrefutable. In most of the cases we looked at, this smoking gun evidence has come in the form of alternative filings, which include the likes of filings with the local regulators, credit reports, and tax filings. Short sellers have often used these alternative filings to reconcile reported financials and in some cases to trace the “true” ownership of assets.</li>
<li>We believe recent short-sell reports on <a href="https://www.smartkarma.com/entities/luckin-coffee-inc" target="_blank" data-smartkarma-citation="entities:28046:1" rel="noopener">Luckin Coffee (LK US)</a> and <a href="https://www.smartkarma.com/entities/gsx-techedu-inc" target="_blank" data-smartkarma-citation="entities:28069:1" rel="noopener">GSX Techedu (GSX US)</a> raise the bar for modern-day short-sellers. The anonymous short-sell report on Luckin was backed by 11,000+ hours of store traffic video and 25,000+ customer receipts while Grizzly’s short-sell report on GSX Techedu used a variety of alternative data sources such as customer reviews, web traffic, keyword search results and app rankings as smoking-gun evidence.</li>
<li>Short-seller attacks have become part of today’s investment world and companies should learn to co-exist with them and more importantly, to defend these attacks, companies should have a plan in place while strengthening their fundamentals and improving corporate disclosures.  </li>
<li>In order to prevent short-seller attacks we recommend companies to 1) be honest about any errors and make due restatements to reported financials, 2) adopt conservative accounting practices, 3) avoid providing aggressive earnings guidance, 4) provide detailed disclosures when deviating from accepted accounting standards, 5) avoid withholding or delaying bad news such as product failures, litigation, profit warnings, layoffs, etc. from the market, 6) improve corporate governance measures, 7) and improve company disclosures particularly regarding company acquisitions, divestitures, and capital investments.</li>
<li>If a company has always been committed to providing complete disclosures and its shareholders are kept informed about both good and bad news regarding a company, the best way to approach the shorts may be to completely ignore them. However, a company should respond to a short sell attack if the allegations laid out by the shorts were unreasonable or misleading or if it is impacting the company’s valuation.</li>
</ul>


This insight has been produced jointly by Shifara Samsudeen, ACMA, CGMA ​and Supun Walpola ​at LightStream Research ​


In this Smartkarma Original, we provide a guide on short-sell strategies employed by short-sellers to identify, analyse, and subsequently target companies. We also provide our recommendations to companies to prevent, detect, and combat short-sell attacks.
We believe companies whose share prices have increased significantly within a short period of time and whose valuations are at significant premiums to their peers become vulnerable for short-sell attacks. The share price of the short-sell targets in our sample increased by 89.2% on average from its 52-week low to the date of release of the short-sell report. The EV/Revenue, EV/OP, P/E, and P/B multiples of the short-sell targets in our sample were at premiums of 241.2%, 37.6%, 42.5%, and 118.7% on average over their peers, respectively.
Short sellers also seem to target companies that significantly outperform their peers on operating matrices. Short-sellers imply that such outperformance is due to fabricated results. The OP margin of the short-sell targets in our sample were around 4.5x higher than their peers.
It is conventional wisdom that insiders cash-out when they are no longer confident about the prospects of the company. Short sellers try to exploit this idea and are often on the lookout for instances where insiders are continuously cashing out, either by way of selling their stake in the company, or through back door transactions like share pledges, collar transactions, and high levels of compensation.
Short-sellers show no mercy when it comes to questionable or complex corporate structures like VIE arrangements either. Short-sellers are of the view that such dubious corporate structures enable companies to round trip revenue and assets to fabricate financial results. Short-sellers are also on the lookout for suspicious M&amp;A transactions with related parties, particularly overvalued asset sales to and undervalued asset purchases from insiders.     
When a company fakes revenue or profit at the income statement level, it leads to a fake cash problem, i.e. the company then has to forge significant cash balances to match its inflated profit. Short sellers believe that inflated capex or R&amp;D expenses are helpful tools to burn fake cash as these expenses often do not raise any suspicion if they do not generate instant returns.
Short-sellers also seem to target companies and insiders that historically have a bad reputation. We also came across several instances where short-sellers have questioned the track record of auditors, underwriters, and appraisers that were employed by the target companies. Short-sellers also consider frequent auditor changes and audit fees that are either too-high or too-low as red-flags.
Short-sellers regularly keep an eye out for companies with weaker corporate governance practices. However, some of the cases that we came across in our research suggest that traditional corporate governance matrices have limited relevance in exposing fraudsters in this day and age. Short-sellers now seem to question the true “independence” of independent directors and are sceptical about companies with high board turnover.
A short-seller can identify a plethora of red-flags for a company, but a short-sell attack is seldom successful without any smoking-gun evidence. Therefore, short-sellers often thrive on finding that one key piece of evidence that would make their thesis irrefutable. In most of the cases we looked at, this smoking gun evidence has come in the form of alternative filings, which include the likes of filings with the local regulators, credit reports, and tax filings. Short sellers have often used these alternative filings to reconcile reported financials and in some cases to trace the “true” ownership of assets.
We believe recent short-sell reports on Luckin Coffee (LK US) and GSX Techedu (GSX US) raise the bar for modern-day short-sellers. The anonymous short-sell report on Luckin was backed by 11,000+ hours of store traffic video and 25,000+ customer receipts while Grizzly’s short-sell report on GSX Techedu used a variety of alternative data sources such as customer reviews, web traffic, keyword search results and app rankings as smoking-gun evidence.
Short-seller attacks have become part of today’s investment world and companies should learn to co-exist with them and more importantly, to defend these attacks, companies should have a plan in place while strengthening their fundamentals and improving corporate disclosures.  
In order to prevent short-seller attacks we recommend companies to 1) be honest about any errors and make due restatements to reported financials, 2) adopt conservative accounting practices, 3) avoid providing aggressive earnings guidance, 4) provide detailed disclosures when deviating from accepted accounting standards, 5) avoid withholding or delaying bad news such as product failures, litigation, profit warnings, layoffs, etc. from the market, 6) improve corporate governance measures, 7) and improve company disclosures particularly regarding company acquisitions, divestitures, and capital investments.
If a company has always been committed to providing complete disclosures and its shareholders are kept informed about both good and bad news regarding a company, the best way to approach the shorts may be to completely ignore them. However, a company should respond to a short sell attack if the allegations laid out by the shorts were unreasonable or misleading or if it is impacting the company’s valuation.


Short-Sell Strategies – How to Get Teflon Coated?

Director | Exposing Creative Accounting, Bucephalus Research Partnership

Robert Medd

Director | Exposing Creative Accounting

Exposing Creative Accounting

Bucephalus Research Partnership

Bucephalus Research Partnership Limited. Exposing Creative Accounting.

At the Bucephalus Research Partnership (BRP) we analyse financial statements using our accountant's practical experience and our own quantitative algorithms for corporate governance, accounting risk and peer performance.

Our thematic research refines our unique algorithms while our single stock research focuses on examples where we discover a significant gap between published accounts and business reality.

​Bucephalus Research Partnership:
- Is an independent fee-based research service
- Does not take proprietary positions, long or short
- Does not solicit business or fees from the corporates we review

<p>Rural Fund Management (RFM) has recently filed its 2019 accounts with ASIC. They reveal the real quality of the Rural Funds Group (RFF) assets. RFM farms lost money in 3 out of the last 4 years. RFM makes money by paying disproportionately high rents to RFF. These rents boost valuations and so ensure that RFF unitholders pay ever higher fees to RFM.</p><p>RFM then disguises the subterfuge by paying dividends based on revaluation, not cash, profits. This has left RFM highly levered and it would probably collapse without support from RFF.  We think unitholders have no idea about the risk of the J&amp;F debt they underwrote.  The sale of the poultry operations illustrates the lack of care and maintenance investment, undermines recurring cashflow and confirms our valuation concerns.</p>

Rural Fund Management (RFM) has recently filed its 2019 accounts with ASIC. They reveal the real quality of the Rural Funds Group (RFF) assets. RFM farms lost money in 3 out of the last 4 years. RFM makes money by paying disproportionately high rents to RFF. These rents boost valuations and so ensure that RFF unitholders pay ever higher fees to RFM.RFM then disguises the subterfuge by paying dividends based on revaluation, not cash, profits. This has left RFM highly levered and it would probably collapse without support from RFF.  We think unitholders have no idea about the risk of the J&amp;F debt they underwrote.  The sale of the poultry operations illustrates the lack of care and maintenance investment, undermines recurring cashflow and confirms our valuation concerns.

Rural Funds (RFF AU): Milking Their Investors

<p>Rural Funds is hiding behind legalese, while failing addressing our concerns. They have called our work false and misleading even when we quote directly from the E&amp;Y report. Quality companies provide clear explanations. There is still no response as to why</p><p>1) RFM, not RFF, owns J&amp;F.</p><p>2) Revenue growth is slower than asset growth</p><p>3) Plant asset lives are longer than the norm</p><p>The E&amp;Y report does not exonerate management. If anything it reinforces our concerns. </p>

Rural Funds is hiding behind legalese, while failing addressing our concerns. They have called our work false and misleading even when we quote directly from the E&amp;Y report. Quality companies provide clear explanations. There is still no response as to why1) RFM, not RFF, owns J&amp;F.2) Revenue growth is slower than asset growth3) Plant asset lives are longer than the normThe E&amp;Y report does not exonerate management. If anything it reinforces our concerns. 

SELL Rural Funds Group: Disingenuous and Possibly Dangerous to Your Wealth

Australia

Rural Funds Group is a real estate property trust which owns Australian agricultural assets.

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