The latest Investing Matters Podcast with Jean Roche, Co-Manager of Schroder UK Mid Cap Investment Trust has just been released. Listen here.
Not sure if this was already known as I didn't see it in the interims but the two new NEDs are mentioned in this article - "Rachel Maguire, a former UK head at Aim, and Matthew Eatough, an entrepreneur, will be appointed as non-executive directors subject to the shares being readmitted to trading."
https://www.thetimes.co.uk/article/revolution-edges-closer-to-rejoining-the-market-3wmdb60kw
Oke I don't think investigations are indeed ongoing for Medichem, at-least there is no mention or it in results or interims - it just says this in results - "On 19 December 2022 the Company commissioned a further independent valuation. This has resulted in a new valuation which is materially lower than the original valuation.
As announced on 7 March 2023, the Board are in negotiations with the previous owner of Medichem to reach a revised agreement on the amount of consideration due and the payment terms for any further consideration payable."
I'm not sure there is enough wrongdoing to be having to sell their shares. It sounds like the chair isn't under investigation? In terms of the main financial issue it was around £9 million out of £185 million genuine revenues. Therefore we are not talking about wirecard or NMC Health here.
Also other buyers would be wanting to buy shares too seeing the same upside we are seeing. What if THG were to offer to buy someones shares for higher than Boohoo? It's not like authorities are going to step in and say "you should have sold to this specific buyer".
Oke this is also assuming the former chairman is in the same situation as Adam Minto. Adam Minto stepped down in early November however the former chair was still chair up until only a few weeks ago. I think there is an implication that he was not as "guilty" as Minto. Obv the Medichem thing is an issue but as is still in negotiation now, therefore I don't foresee his part as being potentially "serious fraud" nor is he living in Turkey. Can't see him selling his shares to Boohoo down at these levels.
I have taken a Boohoo position as they will benefit from Rev B, it was a great few buys but can't see the takeover.
Sorry is 3.4% dilution rather than 4.5% - "On the lifting of suspension of the
Company shares on the AIM market,
an award of nil cost share options will
be made to the Executive Directors
and senior management. For Bob Holt
the bonus equates to 300% of basic
pay, which translates to 5,684,210
nil cost options at the suspended
share price of 19p. Elizabeth Lake will
receive half this amount, 2,842,210
and senior management will receive
2,474,685 nil cost options. All awards
have a one year lock in period. This
represents a 3.4% dilution."
Oke where did you get that serious fraud office excerpt from? It wasn't in Rev Bs accounts or interim statement, they surely would have highlighted the potential liability of penalties from SFO if a genuine concern. The £9 million mis-stated revenue was obviously wrong however considering Rev Bs genuine revenue is around £185 million odd I suppose it's a question of whether it's material enough to be "serious fraud". Obviously we can't 100% know yet if it was incompetence, that's what they would argue I imagine.
Even if Rev B got the owners shares that gets them to 58%. They still would need to buy 17% of the shares to get to 75% and I don't personally see there being many willing sellers down at these levels. Previously Boohoo were helped to buy easily as Jupiter was mass offloading all their shares but Jupiter are fully out now.
Also in the FY22 accounts there is to be a 4.5% dilution as new management incentive shares. I'm not sure at what point these may go to the new management or if just options but these may also make it harder for Boohoo to buy enough to force a TO. Again is also assuming the managers want to sell at the levels down here to Boohoo.
That was prob an un-necassarily long post lol but the essence was the revenue growth of 7.4% odd for FY23 H2 versus Fy22 H2 while seemingly breaking even at EBITDA level. Not amazing but comparatively in the current market not bad as these are prob with overly prudent figures.
Considering for FY22 they made £184.6 million revs and H1 FY22 were at £78.6 million revs they must have made £106 million revs H2 FY22.
Assuming the low single digit growth for FY23 was say 2.5% then they would have made around £189.2 million revs for FY23.
With them being at £75.3 million in H1 FY23, they must have made £113.9 million revs for H2 FY23 so a 7.4% increase on H2 FY22.
For EBITDA with them expecting to have a "small loss" for full year FY23 they likely broke even at EBITDA level for H2 FY23 while making the 7.4% odd growth considering H1 FY23 shows a £7.5 million loss but I suppose depends how what they mean by "small".
Obv they also hint these figures may be overly prudent - " These estimates in respect of FY23 are subject to audit, and there will be a number of accounting treatments to be determined with the auditors relating to the adjustments made to the FY22 results, that may alter, and potentially improve the results further."
This social media growth is also promising and should pay back in £ over time - "The Group continued to develop its distinctive social media presence and successfully leveraged its existing Revolution branded social media channels to achieve a global social channel follower community of over 7m (+15% YOY) and a reach on Meta platforms alone of over 32m." I think this is just for the six month period?
Not sure it's quite that clear Oke, I think Rev B would have stated that in latest rns if full year 2023 results had to be out prior to re-listing. They stated this - "Following the publication of these results and the changes the Board have implemented to the Groups governance procedures, the Board are continuing to work with the Company's nominated adviser, Zeus Capital, to enable restoration of trading in the Company's shares in the near term. The remaining work to be completed includes a review of working capital and finalisation of internal policy documentation."
Also the net debt of £18 million just doesn't seem that bad? Loads of companies are in similar or worse net debt. Don't see why they have to do a raise to become net cash? It's true they are at the mercy of their banks but they say the banks are still supportive of them, if the bank were going to pull the plug they surely would have done it 6-9 months ago?
Especially now they have a whole new management team including new CEO, Chair and CFO. The CEO Bob Holt is fairly respected in the city, I imagine he could raise a little more cash via debt if it was needed.
Just to note Trading4good from what I'm reading of it they just need to "Prepare a detailed external reporting timetable for the FY23 half-year and year-end which:" ... "accounts for the preparation of a glossy set of plc accounts, including front end disclosure around areas such as risk, corporate governance and ESG".
So I believe they just need to set out a plan of when these things are done (which they say has been done), before re-listing rather than actually make these accounts prior to re-list.
Obv however do have to wait for - "The remaining work to be completed includes a review of working capital and finalisation of internal policy documentation."
I am and Rev B and Boo holder. I think Rev B will re-rate which will give Boohoo a bounce but can't really see the takeover scenarios given here as you would need holders to sell relatively low and obv they see the same future potential in Rev B people are seeing here.
Whilst there were clearly issues with previous accounts and management I don't think they were at the level of now needing to "hide out in Turkey" as you suggested Oke, I think they will prob just allow their shares to hopefully rise and keep a more low profile.
Also don't think Rev B need a raise, they have £14 million cash which is up from £11mill a month ago and the £32 million debt so £18 mil net debt which doesn't seem too bad. They previously had £21 million net debt back in Aug 2022 so this isn't too new to them plus had much higher net debt a few years back when still private.
"These estimates in respect of FY23 are subject to audit, and there will be a number of accounting treatments to be determined with the auditors relating to the adjustments made to the FY22 results, that may alter, and potentially improve the results further."
This seems like an unusual note, seems like the management have leaned into being possibly overly prudent to be safe with things.
The results are disappointing but at the same time they've at-least managed to have some growth for both FY2022 and FY23 without making giant losses which many of the previous growth companies didn't do.
Don't agree with saying we can't compare with ELF, though obv have to make adjustments.
For FY24 ELF predicting £568 million revs and £116.5 million EBITDA.
For FY24 Rev B predicting £205 million revs and £8 million EBITDA
(If we assume low digit growth for FY23 was 3% on the FY22 £184.6 million then they managed around £190 million. So high single digit growth for FY24, lets say 8% takes Rev to £205 million)
If we go with EBITDA ELF should be worth 14.5 x Rev B. Obv atm they are at a 77.6 x multiple. Maybe add another 5 multiples for ELF better growth rate and being listed in US but that still leaves 57.6 multiples of Rev B.
Obv the revenue comparison multiple would be more favourable to Rev B. What they should do is sacrifice some revenue and raise their margins. I think this is what Bob Holt will do, he strikes me of a margin CEO than a revenue growth one.
Bob Holt said "We are well aware of the ELF valuations and aspire to be regarded alongside them." They will obv look to emulate their approach.
ELF is up another 2.05% today to $5.71 billion (£4.56 billion). The 2% addition is the equivalent to 2 current Rev B market caps lol.
Was just reading this about ELF - "The company closed its e.l.f. brand stores in 2019 and focused on expanding its products across retail partners worldwide. It was perfect timing ahead of the pent-up demand that would follow the pandemic.
Over the last three years, e.l.f. Beauty's revenue exploded and hasn't looked back. The savings from closing its stores in 2019 and reinvestments in marketing and digital initiatives paid huge returns for investors. Revenue wasn't growing very fast before the pandemic, but since the fiscal first quarter of 2021 (which ended in March), revenue has more than doubled."
The marketing and digital initiatives sounds fairly similar to Rev Bs approach - they have similar amount of likes/followers on Tik Tok as ELF do. Bob Holt said - "We are well aware of the ELF valuations and aspire to be regarded alongside them."
Obv I am a bit biased in pushing the ELF comparison but I don't think it's that much of an unfair one either. Both are stocked in the largest US retailers. ELF is at a 77x multiple to Rev B. Either it needs to come down by about 65-70 multiples or Rev B needs to go up some multiples.
https://www.fool.com/investing/2023/05/01/better-buy-elf-beauty-vs-ulta-beauty/
Hereshopin I think for it to open in the 20s while possible seems a bit too good to be true for non-holders. People were fearful of losing all their money so sold at 19p pre-suspension.
Hoping to then buy back once it finally re-opens and fingers crossed all is in-fact better than some feared (it does seem to appear this way) and with a brand new team of directors including a fairly respected CEO but being able to buy at close to the same share price seems like having ones cake and eating it?
It's also hard to ignore the launch into Walmart which has to be very material - as is the world largest company in terms of revenue.
Venture not sure why you are saying it's great that Fever tree has a gross margin of 35%, THGs gross margin was 41.3%, Nutrition was the highest margin and this was in a year with whey costs at crazy highs.
Obv I realize Fever tree makes a small profit, however they generated less cash from operations than THG did (£14.4m verses THG £37.7m) and as was pointed out less revenue/EBITDA than THG nutrition.
THG can slowly improve their margins now as they have established a good base from years of growth, Fever tree will likely have to reduce margins or make some losses which won't go down well being listed on LSE if they want to grow their revenues into the billions.
I would still be a buyer and topping up at 60-70p on the opening day and if I'm thinking this then others will be too (admittedly higher than this I'd be uncertain, not because it's not worth higher but a question of how high in one day without a pull back).
Elf Beauty currently valued at over 76x Revolution Beautys, despite having FY23 sales that are only 2.11x Rev Bs predicted FY23 sales and FY23 EBITDA that is 5.07x Rev Bs predicted FY23 EBITDA.
Walmart launch into over 2,500 stores yet to be priced in at all. There's a decent amount of products there when you scroll though including higher margin ones, not just the cheaper Relove range - https://www.walmart.com/search?q=makeup+revolution&page=4&affinityOverride=default
Bob Holt being made CEO has yet to be priced in too, I believe that would have been a bounce by itself.