Disclaimer: I do not have any shares of Lordstown (Nu Ride) for now. This is the story I wrote for all people who were damaged, involved or just want to know why such a big company as Lordstown slipped from $5B valuation to bankruptcy and now spending its whole time in the court rooms.
CHAPTER 1 - HOPE FOR THE BRIGHT FUTURE
Lordstown Motors, now rebranded as Nu Ride Inc. (NRDE), was founded in 2018 by former CEO of Workhorse Group, Steve Burns. The company, starting from its IPO aggressively promoted its vision of revolutionizing the whole American EV industry with Endurance. That time, it was promised to compete with Tesla and Ford Motor. Now Lordstown, which was valued at almost $5B in 2021 before Hindenburg’s report, now has a market cap of just $27M and totally wipped billions of dollars of investors money off the table.
https://preview.redd.it/z7sucyjxc02d1.png?width=1556&format=png&auto=webp&s=869026ddc3d38a70aa397b2c59539a6d91ee8274
CHAPTER 2 - THE BEGINNING OF THE END
The truth always pops up at some point of time. You can picture the brightest future for anything you want, but be ready to be totally exposed.
On January 11, 2021, Lordstown announced surpassing 100,000 pre-orders for Endurance. CEO Steve Burns said:

“Receiving 100,000 pre-orders from commercial fleets for a truck like the Endurance is unprecedented in automotive history. Adding in the interest we have from federal, state, municipal and military fleets on top of that, I think you can see why we feel that we are about to revolutionize the pickup truck industry.”

At the proposed maximum retail price of $52,500, pre-orders for Endurance promised to bring in approximately $5B in revenue. Based on this promising pipeline of orders, Lordstown’s market value was pushed close to $5B in February 2021.
Then, the truth finally started to come out. On March 12, Hindenburg Research revealed that most of these pre-orders were fictitious or were placed by companies that had no financial backing or deposits to follow through with purchasing the Endurance truck.
https://preview.redd.it/44cx4bp8e02d1.png?width=1415&format=png&auto=webp&s=81759d19e5c7ae57d3842fd5df3141896aaac461
Lordstown Motors never accepted or requested deposits from most of the customers who were interested in purchasing its EV truck, contrary to the standard practice.
The decision to claim pre-orders as confirmed sales without even securing a deposit seemed questionable even at that time, and the fears were confirmed when none of these orders were delivered in the years that passed.
Second, Lordstown Motors stated that the company was on track to bring the Endurance to the market well before any other EV pickup truck.
https://preview.redd.it/bb3pi9wie02d1.png?width=795&format=png&auto=webp&s=8131dcf1d3126f4143f221b4c8e5e5e3b4179865
Commenting on the progress of production during the Q1 2021 earnings call, CEO Steve Burns said:

“Our mission here at Lordstown Motors is to be the leading manufacturer for electric light duty trucks in the United States. Our first vehicle, the all-electric Endurance work truck is on track to start limited production in late September, and we expect to start deliveries later in the fourth quarter.”

Guess how many EVs was delivered before production was halted? 6.
Third, Lordstown Motors failed to disclose info about its production challenges, leading investors to believe that everything is ok and the company fulfilled its obligations. A classic example is how Lordstown claimed it had access to critical vehicle parts from General Motors to design and produce the Endurance, when in reality the company did not have any such access.
CHAPTER 3 - HINDENBURG RESEARCH AND BATTLE
After Hindenburg Research highlighted Lordstown’s misleading statements on March 12, 2021, Lordstown Motors issued a statement regarding this report on March 15, 2021. In this statement, Lordstown defended its progress toward delivering Endurance trucks later that year and wrote:

“Lordstown Motors remains on track for start of production of its Lordstown Endurance all electric pickup truck in September 2021. This week, the company intends to elaborate on its progress towards start of production, including providing an update on beta vehicle production and other important business developments, on its inaugural earnings call.”

Despite this reassuring statement, Lordstown CEO appeared on CNBC Squawk Box on March 18 – just three days later – and claimed that the 100,000 pre-orders should never have been viewed as confirmed orders. Steve Burns, during this interview, said:

“We’ve always been very clear, right? These are just what they’re intended to be. These are non-binding, letters of intent. They’re called preorders out in the real world. I don’t think anyone thought that we had actual orders, right? That’s just not the nature of this business.”

The CEO made these comments soon after the SEC sent a letter to Lordstown inquiring about its business operations.
The company, however, appointed a special committee to investigate the claims made by Hindenburg Research.
On June 14, 2021, Lordstown published the findings of this special committee and denied some of the claims of Hindenburg Research. Though, they acknowledged that the company may have issued false, misleading statements regarding pre-orders. Revealing the findings of the committee, Lordstown Motors wrote:

“One entity that provided a large number of pre-orders does not appear to have the resources to complete large purchases of trucks. Other entities provided commitments that appear too vague or infirm to be appropriately included in the total number of pre-orders disclosed.”

Following the findings of this committee, CEO Steve Burns and CFO Julio Rodriguez resigned from their positions.
CHAPTER 4 - THE SEC INVESTIGATION AND NUMEROUS SUITS
The SEC concluded its investigation earlier this year and found that Lordstown Motors has violated several guidelines of the Securities Act. Mark Cave (Associate Director of the Division of Enforcement at SEC) said:

“In a highly competitive race to deliver the first mass-produced electric pickup truck to the U.S. market, Lordstown oversold true demand for the Endurance. “Exaggerations that misrepresent a public company’s competitive advantages distort the capital markets and foil investors’ ability to make informed decisions about where to put their money.”

Lordstown reached agreements to resolve allegations of misconduct by the SEC and two shareholder lawsuits. The company will pay $25.5M without admitting or denying wrongdoing - and the SEC will then withdraw its claim in Lordstown's bankruptcy case.
Our famous ex-CEO Steve Burns, in an email statement to Reuters, denied any wrongdoings last March following the SEC’s order and claimed that his actions were “falsely characterized” by the SEC. He went on to say:

“I categorically reject the suggestion that my actions constituted wrongdoing.”

CHAPTER 5 - WILL WE HAVE A NEW START?
Amongst its multiple lawsuits and current battle with Foxconn, Lordstown Motors agreed to a settlement with the affected investors, which can reach up to $10 million.
If you invested in Lordstown Motors between August 3rd, 2020 and July 2nd, 2021, or held Lordstown Class A common stock on September 21st, 2020, you can file for the part of this settlement to recoup some of your losses. You can check the settlement here, it could be useful (and also feel like kind of justice) to get at least something back.
Wrapping up, the company, now rebranded as Nu Ride, operates as a shell company to carry the Chapter 11 Cases and Plan. The production of Endurance has been halted since June 2023 and the company does not conduct any business as of today.
I also published the whole article here: https://11thestate.com/blog/case-study/lordstown-ride-casestudy/.
I'd really appreciate any comments, thoughts, losses history or anything you want to add - lets keep the true story for future generations

Original Source: https://boringmoney.in/p/manpasand-an-accounting-fraud (my newsletter Boring Money. Do visit the original link and subscribe if you'd like to receive similar posts directly in your inbox)

Let’s say you’re a company that wants to commit an elaborate fraud. What is the most egregious fraud that you can think of?
Maybe let’s not start with egregious. Let’s start with something simple! Here’s something that’s reasonably common:

1. Pay people to buy your product (or like give them huge discounts or whatever). Inflate your revenue. Lie about your actual customers.
2. Hype your company up. Do an IPO, take your company public. Sell some of your own stock.
3. Slowly try fixing your numbers. If you happen to succeed, that’s great! You win. If you don’t succeed, you still win? You’ve done your IPO and sold some stock. That’s a lot of money.

This is the simple kind of fraud, which also makes it difficult to identify. You might have to talk to the company’s customers, read the fine print in its disclosures, do sanity checks of its financials, that sort of stuff. It’s tough to catch the simple kind of fraud, which is also why so much of it exists in the form of whispers and rumours without ever getting proven.
Now let’s go egregious:

1. Why pay people to buy your product? Hell, why even have a product? Just manifest in your imagination that there are hundreds of thousands of people buying whatever you’re selling and write it down.
2. Hype your company up! Do an IPO, sell some stock. This part remains the same.
3. Don’t bother fixing your numbers. Instead, keep publishing imaginary revenue figures. Keep selling stock to public investors. Publish your financials every quarter with whatever numbers you like.

If you do this, there’s only so far you can go. Eventually, your hype will attract attention and someone might figure out that both your customers and product were creative imagination.
Here’s a SEBI order from late in April about Manpasand Beverages. Manpasand used to be a beverages company based in Gujarat. In 2019 the company shut down because it got caught in a bunch of frauds. It’s only now that SEBI published the details of what was happening. Probably best summarised by fund manager Amit Mantri: [1]
https://preview.redd.it/o85shr8p3y0d1.jpg?width=603&format=pjpg&auto=webp&s=26ace208d28eae2bb2401449f9b1dcc6bd1eefd0

Fake it till you make it (or don’t)

Manpasand faked its revenue (of course). It also faked its expenses, customers, vendors, tax liabilities, etc. How did it get away with doing this stuff? I don’t know, someone’s gotta ask Deloitte. They were Manpasand’s auditor for eight years, resigning only in 2018. The company’s fraud came out officially in 2019—Deloitte, whose job was to make sure the books were right and also had access to all the inside information, figured that something was off only a year earlier!
Anyway, SEBI appointed its own auditor to figure out what was wrong with Manpasand’s accounts and the auditor came back with a bunch of stuff. [2]
Here’s the bit about Manpasand inflating its revenue. From SEBI’s order:

… CGST vide letter dated July 07, 2019, inter alia, informed that Manpasand had shown inflated sales figure in its balance sheet by way of receipt/ supply of fake invoices without actual receipt/ supply of goods. It was further informed in the said letter that Manpasand had floated 38 bogus/paper firms to inflate its turnover and that inward and outward transactions made with such bogus firms amount to Rs.188.48 Crore and Rs. 691.30 Crore, respectively.

Manpasand created 38 different companies and it both “sold” its products to those companies as well as “bought” stuff from some of them. Basically, Manpasand created real companies to play the role of its customers and vendors.

… it was observed that the parties with whom transactions amounting to Rs.29.84 Crore were entered into, were not registered for dealing in the said goods/products being manufactured by the Company. Further, there was non-receipt of sale considerations and debtors balance were adjusted by passing journal entries

Manpasand was a beverages company that was selling stuff to its customers. Traditionally a company like Manpasand might have distributors as customers but Manpasand’s customers were registered as something else entirely (I do wonder what, the order doesn’t mention it). These are fake customers that Manpasand created out of thin air. Establishing companies is quite a bit of effort! Why half-ass the part where you select the “business type”? I sort of understand though. I’ve done it too. Put so much effort into something that you’re bored by the end that you muck it up.
I’m kidding! The real reason is probably that Manpasand wouldn’t have actually created these fake companies itself. There would be a middleman who would have them made in advance, all ready to go whenever needed to do fraud.
Manpasand propped up its sales as well as its expenses by pretty much just funnelling money around from one entity to the other. In some instances, it wouldn’t even move real money around. It would just note down that it had to pay one company, and had to also collect payments from another company, and then cancel each other out. Manpasand was running its accounts on Splitwise.
In general, there is nothing wrong with a company having such set-off arrangements. If you know your creditor owes money to your debtor, sure, cancel those transactions out. But how likely is it that a company’s suppliers and distributors know each other? And transact with each other?
This post is public so feel free to share it.

All except death and taxes

If you’re planning to do some accounting fraud, here’s something to keep in mind. I mean, I’m not not recommending that you do fraud, but if you do have your mind made up I might as well pass this along. Fake your sales, that’s fine. Fake your expenses, that’s fine too. But don’t fake your taxes, those guys will come after you.
In 2019 right before Manpasand shut down, GST officials raided its offices and arrested the CEO, CFO and a director. If you think about it, one of the reasons Manpasand got away with its fraud for as long as it did was that its accounts looked reasonably realistic. Deloitte made sure of that! Manpasand didn’t just arbitrarily put in fake numbers, oh no. It showed transactions to back them up with actual companies.
But any sales or purchases bring with it a cute goods and services tax, and the GST folks don’t care all that much about the fact that your sales are real. They’d like their share anyway. And not the GST you owe them, but because of how GST works, they would also want the GST your vendors (and your vendors’ vendors) might owe them.
GST has this magical thing called “input tax credit” which is basically the GST council giving you magic points every time you pay GST as a customer. Say, you buy some glass to make some marbles. You pay GST when you buy that glass, and you get some magic points. When you sell your freshly manufactured marbles, you collect GST from your customers and can redeem those magic points which you got earlier to reduce the GST you actually pay. (This isn’t tax advice so don’t come after me if you mess up your taxes because of anything you read here.)
These points are nice because they help save tax. But a basic requirement to use these points is that the company you bought your glass from has to have paid their fair share of GST in the first place! You only get the points if they’ve paid their tax! In Manpasand’s case the vendors it was dealing with existed solely for the purpose of enabling accounting fraud. Of course they weren’t going to be paying any tax. And yet Manpasand was claiming the magic points and reducing the GST it paid. These fake magic points is how the GST people figured out that there was something very wrong happening.
If the GST raid hadn’t happened, would Manpasand have survived as a company? Absolutely not. But would it have survived longer than it did? Probably.

Roll over, it’s a takeover

Things have already been a bit bizarre but what follows next is absolutely basket case. Here’s a section of Manpasand’s response to SEBI. From SEBI’s order:

The Company is a victim of a pre-planned, fraudulent scheme and conspiracy perpetrated by Finquest Financial Solutions Pvt Ltd (FINQUEST) wherein under the garb of promise to provide working capital worth Rs.100 Crores, six documents were executed by and between MBL & FINQUEST. Within a span of two and a half months, it was clear that this entire so called transaction of providing working capital loan was nothing but a mere play to gain the entire control of MBL which is having asset base of around Rs.625 Crores…

Finquest is an NBFC that lent money to Manpasand right after the GST raid happened and its officials were all in jail. Manpasand is claiming that Finquest’s goal wasn’t to just lend to the company and earn an interest income out of it, but to take over the company itself. Manpasand claims that Finquest defrauded it and even calls whatever they did a “hostile takeover”.
Let’s humour this idea for a bit. If you’re a listed company worried about a hostile takeover, you’d look at who’s buying your stock. That’s the normal way for hostile takeovers to work. You wake up one day to realise that Elon owns 9% of your and immediately fall into a state of panic. If you don’t own enough of your company, Elon just might.
Another hostile takeover could be by a distressed debt investor. You may have taken a loan from some banks or whoever some time back. The banks would’ve sold your loans to outside investors. But then because you’re in tough times, the investors would want to rid themselves of your loans at a discount. This distressed debt is then caught by investors trained in the art of recovering dollars from pennies. If you can’t repay your loans to these guys, they would be more than happy to squeeze it out of you.
This is what happened with Byju’s US unit. But really, hostile takeovers aren’t common with distressed debt investors. They don’t want to run your company! They want their money back with some (a lot) of interest. [3]
Finquest lent to Manpasand, it didn’t buy its stock. So maybe this was the second kind of hostile takeover, the distressed debt kind? Well, here’s Abhishek Singh, then director of Manpasand in an interview with Business Today back in 2019:

Business Today: Dhirendra Singh [the CEO] has accused Finquest of a hostile takeover bid, while Finquest claims that it was always mentioned in the term-sheet that the company will be managed by a professional team until its money was parked with you. It will be nice to get your side of the story.

Singh: Whatever amount has been transferred by the Finquest in the bank account of MBL was done in the new account opened by FFSPL's representatives in the name of MBL. The control of this new bank account lies with FFSPL's representatives. FFSPL was allowed operational access to business of MBL and not financial access, as per the term sheet dated July 3, 2019.
…As per the term sheet dated July 3, 2019, FFSPL had right to nominate two directors on the Board of Directors of MBL, which shall constitute minimum one-third strength of the Board. Pursuant to this clause, FFSPL appointed three directors instead of two. The total strength of the board became six directors, one-third of this comes to two. Thus, one more director being a nominee of FFSPL was appointed.
… What? Manpasand borrowed money from Finquest but the bank account where the money came in was controlled by Finquest? And Finquest got “operational access” (whatever that means) as well as a third of Manpasand’s board seats? This isn’t a hostile takeover! It’s a lamblike takeover.
Honestly, I get it. Manpasand’s CEO and others were in jail. The company needed money. The only lender willing to lend to a shady company whose executives are in jail would be a shady lender. And that shady lender was Finquest—which, by the way, had done something similar before—but Manpasand took what it got.
If there’s a second “don’t do this if you’re doing fraud” lesson in this, it’s this. Don’t borrow from a loan shark!
Footnotes
[1] A nice factoid is that Amit Mantri was the first to point out that Manpasand was manipulating its numbers all the way back in 2016. They did some really good on-ground research!
[2] The auditor that SEBI assigned to do this, Chokshi & Chokshi, came back with 12 findings from Manpasand’s accounts. But I think I found a couple of mistakes? It wouldn’t in any way affect SEBI’s conclusion on Manpasand, but I find it funny that a story which is essentially about an auditor’s massive failure to do its job also has an auditor that probably wasn’t too careful themselves? I’ll probably write about this in a future post.
[3] A distressed debt investor would prefer to take over a company to be able to put it into bankruptcy so that it can sell the company’s assets and recover its money. That’s very different from what the kind of takeover that Elon did of Twitter.
Original Source: https://boringmoney.in/p/manpasand-an-accounting-fraud

Original Source: https://boringmoney.in/p/manpasand-an-accounting-fraud (my newsletter Boring Money. Do visit the original link and subscribe if you'd like to receive similar posts directly in your inbox)

Let’s say you’re a company that wants to commit an elaborate fraud. What is the most egregious fraud that you can think of?
Maybe let’s not start with egregious. Let’s start with something simple! Here’s something that’s reasonably common:

1. Pay people to buy your product (or like give them huge discounts or whatever). Inflate your revenue. Lie about your actual customers.
2. Hype your company up. Do an IPO, take your company public. Sell some of your own stock.
3. Slowly try fixing your numbers. If you happen to succeed, that’s great! You win. If you don’t succeed, you still win? You’ve done your IPO and sold some stock. That’s a lot of money.

This is the simple kind of fraud, which also makes it difficult to identify. You might have to talk to the company’s customers, read the fine print in its disclosures, do sanity checks of its financials, that sort of stuff. It’s tough to catch the simple kind of fraud, which is also why so much of it exists in the form of whispers and rumours without ever getting proven.
Now let’s go egregious:

1. Why pay people to buy your product? Hell, why even have a product? Just manifest in your imagination that there are hundreds of thousands of people buying whatever you’re selling and write it down.
2. Hype your company up! Do an IPO, sell some stock. This part remains the same.
3. Don’t bother fixing your numbers. Instead, keep publishing imaginary revenue figures. Keep selling stock to public investors. Publish your financials every quarter with whatever numbers you like.

If you do this, there’s only so far you can go. Eventually, your hype will attract attention and someone might figure out that both your customers and product were creative imagination.
Here’s a SEBI order from late in April about Manpasand Beverages. Manpasand used to be a beverages company based in Gujarat. In 2019 the company shut down because it got caught in a bunch of frauds. It’s only now that SEBI published the details of what was happening. Probably best summarised by fund manager Amit Mantri: [1]
https://preview.redd.it/o85shr8p3y0d1.jpg?width=603&format=pjpg&auto=webp&s=26ace208d28eae2bb2401449f9b1dcc6bd1eefd0

Fake it till you make it (or don’t)

Manpasand faked its revenue (of course). It also faked its expenses, customers, vendors, tax liabilities, etc. How did it get away with doing this stuff? I don’t know, someone’s gotta ask Deloitte. They were Manpasand’s auditor for eight years, resigning only in 2018. The company’s fraud came out officially in 2019—Deloitte, whose job was to make sure the books were right and also had access to all the inside information, figured that something was off only a year earlier!
Anyway, SEBI appointed its own auditor to figure out what was wrong with Manpasand’s accounts and the auditor came back with a bunch of stuff. [2]
Here’s the bit about Manpasand inflating its revenue. From SEBI’s order:

… CGST vide letter dated July 07, 2019, inter alia, informed that Manpasand had shown inflated sales figure in its balance sheet by way of receipt/ supply of fake invoices without actual receipt/ supply of goods. It was further informed in the said letter that Manpasand had floated 38 bogus/paper firms to inflate its turnover and that inward and outward transactions made with such bogus firms amount to Rs.188.48 Crore and Rs. 691.30 Crore, respectively.

Manpasand created 38 different companies and it both “sold” its products to those companies as well as “bought” stuff from some of them. Basically, Manpasand created real companies to play the role of its customers and vendors.

… it was observed that the parties with whom transactions amounting to Rs.29.84 Crore were entered into, were not registered for dealing in the said goods/products being manufactured by the Company. Further, there was non-receipt of sale considerations and debtors balance were adjusted by passing journal entries

Manpasand was a beverages company that was selling stuff to its customers. Traditionally a company like Manpasand might have distributors as customers but Manpasand’s customers were registered as something else entirely (I do wonder what, the order doesn’t mention it). These are fake customers that Manpasand created out of thin air. Establishing companies is quite a bit of effort! Why half-ass the part where you select the “business type”? I sort of understand though. I’ve done it too. Put so much effort into something that you’re bored by the end that you muck it up.
I’m kidding! The real reason is probably that Manpasand wouldn’t have actually created these fake companies itself. There would be a middleman who would have them made in advance, all ready to go whenever needed to do fraud.
Manpasand propped up its sales as well as its expenses by pretty much just funnelling money around from one entity to the other. In some instances, it wouldn’t even move real money around. It would just note down that it had to pay one company, and had to also collect payments from another company, and then cancel each other out. Manpasand was running its accounts on Splitwise.
In general, there is nothing wrong with a company having such set-off arrangements. If you know your creditor owes money to your debtor, sure, cancel those transactions out. But how likely is it that a company’s suppliers and distributors know each other? And transact with each other?
This post is public so feel free to share it.

All except death and taxes

If you’re planning to do some accounting fraud, here’s something to keep in mind. I mean, I’m not not recommending that you do fraud, but if you do have your mind made up I might as well pass this along. Fake your sales, that’s fine. Fake your expenses, that’s fine too. But don’t fake your taxes, those guys will come after you.
In 2019 right before Manpasand shut down, GST officials raided its offices and arrested the CEO, CFO and a director. If you think about it, one of the reasons Manpasand got away with its fraud for as long as it did was that its accounts looked reasonably realistic. Deloitte made sure of that! Manpasand didn’t just arbitrarily put in fake numbers, oh no. It showed transactions to back them up with actual companies.
But any sales or purchases bring with it a cute goods and services tax, and the GST folks don’t care all that much about the fact that your sales are real. They’d like their share anyway. And not the GST you owe them, but because of how GST works, they would also want the GST your vendors (and your vendors’ vendors) might owe them.
GST has this magical thing called “input tax credit” which is basically the GST council giving you magic points every time you pay GST as a customer. Say, you buy some glass to make some marbles. You pay GST when you buy that glass, and you get some magic points. When you sell your freshly manufactured marbles, you collect GST from your customers and can redeem those magic points which you got earlier to reduce the GST you actually pay. (This isn’t tax advice so don’t come after me if you mess up your taxes because of anything you read here.)
These points are nice because they help save tax. But a basic requirement to use these points is that the company you bought your glass from has to have paid their fair share of GST in the first place! You only get the points if they’ve paid their tax! In Manpasand’s case the vendors it was dealing with existed solely for the purpose of enabling accounting fraud. Of course they weren’t going to be paying any tax. And yet Manpasand was claiming the magic points and reducing the GST it paid. These fake magic points is how the GST people figured out that there was something very wrong happening.
If the GST raid hadn’t happened, would Manpasand have survived as a company? Absolutely not. But would it have survived longer than it did? Probably.

Roll over, it’s a takeover

Things have already been a bit bizarre but what follows next is absolutely basket case. Here’s a section of Manpasand’s response to SEBI. From SEBI’s order:

The Company is a victim of a pre-planned, fraudulent scheme and conspiracy perpetrated by Finquest Financial Solutions Pvt Ltd (FINQUEST) wherein under the garb of promise to provide working capital worth Rs.100 Crores, six documents were executed by and between MBL & FINQUEST. Within a span of two and a half months, it was clear that this entire so called transaction of providing working capital loan was nothing but a mere play to gain the entire control of MBL which is having asset base of around Rs.625 Crores…

Finquest is an NBFC that lent money to Manpasand right after the GST raid happened and its officials were all in jail. Manpasand is claiming that Finquest’s goal wasn’t to just lend to the company and earn an interest income out of it, but to take over the company itself. Manpasand claims that Finquest defrauded it and even calls whatever they did a “hostile takeover”.
Let’s humour this idea for a bit. If you’re a listed company worried about a hostile takeover, you’d look at who’s buying your stock. That’s the normal way for hostile takeovers to work. You wake up one day to realise that Elon owns 9% of your and immediately fall into a state of panic. If you don’t own enough of your company, Elon just might.
Another hostile takeover could be by a distressed debt investor. You may have taken a loan from some banks or whoever some time back. The banks would’ve sold your loans to outside investors. But then because you’re in tough times, the investors would want to rid themselves of your loans at a discount. This distressed debt is then caught by investors trained in the art of recovering dollars from pennies. If you can’t repay your loans to these guys, they would be more than happy to squeeze it out of you.
This is what happened with Byju’s US unit. But really, hostile takeovers aren’t common with distressed debt investors. They don’t want to run your company! They want their money back with some (a lot) of interest. [3]
Finquest lent to Manpasand, it didn’t buy its stock. So maybe this was the second kind of hostile takeover, the distressed debt kind? Well, here’s Abhishek Singh, then director of Manpasand in an interview with Business Today back in 2019:

Business Today: Dhirendra Singh [the CEO] has accused Finquest of a hostile takeover bid, while Finquest claims that it was always mentioned in the term-sheet that the company will be managed by a professional team until its money was parked with you. It will be nice to get your side of the story.

Singh: Whatever amount has been transferred by the Finquest in the bank account of MBL was done in the new account opened by FFSPL's representatives in the name of MBL. The control of this new bank account lies with FFSPL's representatives. FFSPL was allowed operational access to business of MBL and not financial access, as per the term sheet dated July 3, 2019.
…As per the term sheet dated July 3, 2019, FFSPL had right to nominate two directors on the Board of Directors of MBL, which shall constitute minimum one-third strength of the Board. Pursuant to this clause, FFSPL appointed three directors instead of two. The total strength of the board became six directors, one-third of this comes to two. Thus, one more director being a nominee of FFSPL was appointed.
… What? Manpasand borrowed money from Finquest but the bank account where the money came in was controlled by Finquest? And Finquest got “operational access” (whatever that means) as well as a third of Manpasand’s board seats? This isn’t a hostile takeover! It’s a lamblike takeover.
Honestly, I get it. Manpasand’s CEO and others were in jail. The company needed money. The only lender willing to lend to a shady company whose executives are in jail would be a shady lender. And that shady lender was Finquest—which, by the way, had done something similar before—but Manpasand took what it got.
If there’s a second “don’t do this if you’re doing fraud” lesson in this, it’s this. Don’t borrow from a loan shark!
Footnotes
[1] A nice factoid is that Amit Mantri was the first to point out that Manpasand was manipulating its numbers all the way back in 2016. They did some really good on-ground research!
[2] The auditor that SEBI assigned to do this, Chokshi & Chokshi, came back with 12 findings from Manpasand’s accounts. But I think I found a couple of mistakes? It wouldn’t in any way affect SEBI’s conclusion on Manpasand, but I find it funny that a story which is essentially about an auditor’s massive failure to do its job also has an auditor that probably wasn’t too careful themselves? I’ll probably write about this in a future post.
[3] A distressed debt investor would prefer to take over a company to be able to put it into bankruptcy so that it can sell the company’s assets and recover its money. That’s very different from what the kind of takeover that Elon did of Twitter.
Original Source: https://boringmoney.in/p/manpasand-an-accounting-fraud

Original Source: https://boringmoney.in/p/manpasand-an-accounting-fraud (my newsletter Boring Money. Do visit the original link and subscribe if you'd like to receive similar posts directly in your inbox)

Let’s say you’re a company that wants to commit an elaborate fraud. What is the most egregious fraud that you can think of?
Maybe let’s not start with egregious. Let’s start with something simple! Here’s something that’s reasonably common:

1. Pay people to buy your product (or like give them huge discounts or whatever). Inflate your revenue. Lie about your actual customers.
2. Hype your company up. Do an IPO, take your company public. Sell some of your own stock.
3. Slowly try fixing your numbers. If you happen to succeed, that’s great! You win. If you don’t succeed, you still win? You’ve done your IPO and sold some stock. That’s a lot of money.

This is the simple kind of fraud, which also makes it difficult to identify. You might have to talk to the company’s customers, read the fine print in its disclosures, do sanity checks of its financials, that sort of stuff. It’s tough to catch the simple kind of fraud, which is also why so much of it exists in the form of whispers and rumours without ever getting proven.
Now let’s go egregious:

1. Why pay people to buy your product? Hell, why even have a product? Just manifest in your imagination that there are hundreds of thousands of people buying whatever you’re selling and write it down.
2. Hype your company up! Do an IPO, sell some stock. This part remains the same.
3. Don’t bother fixing your numbers. Instead, keep publishing imaginary revenue figures. Keep selling stock to public investors. Publish your financials every quarter with whatever numbers you like.

If you do this, there’s only so far you can go. Eventually, your hype will attract attention and someone might figure out that both your customers and product were creative imagination.
Here’s a SEBI order from late in April about Manpasand Beverages. Manpasand used to be a beverages company based in Gujarat. In 2019 the company shut down because it got caught in a bunch of frauds. It’s only now that SEBI published the details of what was happening. Probably best summarised by fund manager Amit Mantri: [1]
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Fake it till you make it (or don’t)

Manpasand faked its revenue (of course). It also faked its expenses, customers, vendors, tax liabilities, etc. How did it get away with doing this stuff? I don’t know, someone’s gotta ask Deloitte. They were Manpasand’s auditor for eight years, resigning only in 2018. The company’s fraud came out officially in 2019—Deloitte, whose job was to make sure the books were right and also had access to all the inside information, figured that something was off only a year earlier!
Anyway, SEBI appointed its own auditor to figure out what was wrong with Manpasand’s accounts and the auditor came back with a bunch of stuff. [2]
Here’s the bit about Manpasand inflating its revenue. From SEBI’s order:

… CGST vide letter dated July 07, 2019, inter alia, informed that Manpasand had shown inflated sales figure in its balance sheet by way of receipt/ supply of fake invoices without actual receipt/ supply of goods. It was further informed in the said letter that Manpasand had floated 38 bogus/paper firms to inflate its turnover and that inward and outward transactions made with such bogus firms amount to Rs.188.48 Crore and Rs. 691.30 Crore, respectively.

Manpasand created 38 different companies and it both “sold” its products to those companies as well as “bought” stuff from some of them. Basically, Manpasand created real companies to play the role of its customers and vendors.

… it was observed that the parties with whom transactions amounting to Rs.29.84 Crore were entered into, were not registered for dealing in the said goods/products being manufactured by the Company. Further, there was non-receipt of sale considerations and debtors balance were adjusted by passing journal entries

Manpasand was a beverages company that was selling stuff to its customers. Traditionally a company like Manpasand might have distributors as customers but Manpasand’s customers were registered as something else entirely (I do wonder what, the order doesn’t mention it). These are fake customers that Manpasand created out of thin air. Establishing companies is quite a bit of effort! Why half-ass the part where you select the “business type”? I sort of understand though. I’ve done it too. Put so much effort into something that you’re bored by the end that you muck it up.
I’m kidding! The real reason is probably that Manpasand wouldn’t have actually created these fake companies itself. There would be a middleman who would have them made in advance, all ready to go whenever needed to do fraud.
Manpasand propped up its sales as well as its expenses by pretty much just funnelling money around from one entity to the other. In some instances, it wouldn’t even move real money around. It would just note down that it had to pay one company, and had to also collect payments from another company, and then cancel each other out. Manpasand was running its accounts on Splitwise.
In general, there is nothing wrong with a company having such set-off arrangements. If you know your creditor owes money to your debtor, sure, cancel those transactions out. But how likely is it that a company’s suppliers and distributors know each other? And transact with each other?
This post is public so feel free to share it.

All except death and taxes

If you’re planning to do some accounting fraud, here’s something to keep in mind. I mean, I’m not not recommending that you do fraud, but if you do have your mind made up I might as well pass this along. Fake your sales, that’s fine. Fake your expenses, that’s fine too. But don’t fake your taxes, those guys will come after you.
In 2019 right before Manpasand shut down, GST officials raided its offices and arrested the CEO, CFO and a director. If you think about it, one of the reasons Manpasand got away with its fraud for as long as it did was that its accounts looked reasonably realistic. Deloitte made sure of that! Manpasand didn’t just arbitrarily put in fake numbers, oh no. It showed transactions to back them up with actual companies.
But any sales or purchases bring with it a cute goods and services tax, and the GST folks don’t care all that much about the fact that your sales are real. They’d like their share anyway. And not the GST you owe them, but because of how GST works, they would also want the GST your vendors (and your vendors’ vendors) might owe them.
GST has this magical thing called “input tax credit” which is basically the GST council giving you magic points every time you pay GST as a customer. Say, you buy some glass to make some marbles. You pay GST when you buy that glass, and you get some magic points. When you sell your freshly manufactured marbles, you collect GST from your customers and can redeem those magic points which you got earlier to reduce the GST you actually pay. (This isn’t tax advice so don’t come after me if you mess up your taxes because of anything you read here.)
These points are nice because they help save tax. But a basic requirement to use these points is that the company you bought your glass from has to have paid their fair share of GST in the first place! You only get the points if they’ve paid their tax! In Manpasand’s case the vendors it was dealing with existed solely for the purpose of enabling accounting fraud. Of course they weren’t going to be paying any tax. And yet Manpasand was claiming the magic points and reducing the GST it paid. These fake magic points is how the GST people figured out that there was something very wrong happening.
If the GST raid hadn’t happened, would Manpasand have survived as a company? Absolutely not. But would it have survived longer than it did? Probably.

Roll over, it’s a takeover

Things have already been a bit bizarre but what follows next is absolutely basket case. Here’s a section of Manpasand’s response to SEBI. From SEBI’s order:

The Company is a victim of a pre-planned, fraudulent scheme and conspiracy perpetrated by Finquest Financial Solutions Pvt Ltd (FINQUEST) wherein under the garb of promise to provide working capital worth Rs.100 Crores, six documents were executed by and between MBL & FINQUEST. Within a span of two and a half months, it was clear that this entire so called transaction of providing working capital loan was nothing but a mere play to gain the entire control of MBL which is having asset base of around Rs.625 Crores…

Finquest is an NBFC that lent money to Manpasand right after the GST raid happened and its officials were all in jail. Manpasand is claiming that Finquest’s goal wasn’t to just lend to the company and earn an interest income out of it, but to take over the company itself. Manpasand claims that Finquest defrauded it and even calls whatever they did a “hostile takeover”.
Let’s humour this idea for a bit. If you’re a listed company worried about a hostile takeover, you’d look at who’s buying your stock. That’s the normal way for hostile takeovers to work. You wake up one day to realise that Elon owns 9% of your and immediately fall into a state of panic. If you don’t own enough of your company, Elon just might.
Another hostile takeover could be by a distressed debt investor. You may have taken a loan from some banks or whoever some time back. The banks would’ve sold your loans to outside investors. But then because you’re in tough times, the investors would want to rid themselves of your loans at a discount. This distressed debt is then caught by investors trained in the art of recovering dollars from pennies. If you can’t repay your loans to these guys, they would be more than happy to squeeze it out of you.
This is what happened with Byju’s US unit. But really, hostile takeovers aren’t common with distressed debt investors. They don’t want to run your company! They want their money back with some (a lot) of interest. [3]
Finquest lent to Manpasand, it didn’t buy its stock. So maybe this was the second kind of hostile takeover, the distressed debt kind? Well, here’s Abhishek Singh, then director of Manpasand in an interview with Business Today back in 2019:

Business Today: Dhirendra Singh [the CEO] has accused Finquest of a hostile takeover bid, while Finquest claims that it was always mentioned in the term-sheet that the company will be managed by a professional team until its money was parked with you. It will be nice to get your side of the story.

Singh: Whatever amount has been transferred by the Finquest in the bank account of MBL was done in the new account opened by FFSPL's representatives in the name of MBL. The control of this new bank account lies with FFSPL's representatives. FFSPL was allowed operational access to business of MBL and not financial access, as per the term sheet dated July 3, 2019.
…As per the term sheet dated July 3, 2019, FFSPL had right to nominate two directors on the Board of Directors of MBL, which shall constitute minimum one-third strength of the Board. Pursuant to this clause, FFSPL appointed three directors instead of two. The total strength of the board became six directors, one-third of this comes to two. Thus, one more director being a nominee of FFSPL was appointed.
… What? Manpasand borrowed money from Finquest but the bank account where the money came in was controlled by Finquest? And Finquest got “operational access” (whatever that means) as well as a third of Manpasand’s board seats? This isn’t a hostile takeover! It’s a lamblike takeover.
Honestly, I get it. Manpasand’s CEO and others were in jail. The company needed money. The only lender willing to lend to a shady company whose executives are in jail would be a shady lender. And that shady lender was Finquest—which, by the way, had done something similar before—but Manpasand took what it got.
If there’s a second “don’t do this if you’re doing fraud” lesson in this, it’s this. Don’t borrow from a loan shark!
Footnotes
[1] A nice factoid is that Amit Mantri was the first to point out that Manpasand was manipulating its numbers all the way back in 2016. They did some really good on-ground research!
[2] The auditor that SEBI assigned to do this, Chokshi & Chokshi, came back with 12 findings from Manpasand’s accounts. But I think I found a couple of mistakes? It wouldn’t in any way affect SEBI’s conclusion on Manpasand, but I find it funny that a story which is essentially about an auditor’s massive failure to do its job also has an auditor that probably wasn’t too careful themselves? I’ll probably write about this in a future post.
[3] A distressed debt investor would prefer to take over a company to be able to put it into bankruptcy so that it can sell the company’s assets and recover its money. That’s very different from what the kind of takeover that Elon did of Twitter.
Original Source: https://boringmoney.in/p/manpasand-an-accounting-fraud

The kitchen is on fire. Welcome to the final part of the Vapiano story where the tables are turning. In the first two episodes we followed Mark Korzilius' journey from setbacks to founding Vapiano, a groundbreaking restaurant concept, highlighting its fresh ingredients, dynamic atmosphere, and data-driven operations that drove rapid success. While achieving initial profitability and garnering attention from industry giants like McDonald's, Vapiano's global expansion has led to stellar revenue growth. However, it has also resulted in the emergence of numerous side projects (or distractions), operational challenges, increased costs, significant investments, and a notable accumulation of debt. This underscores the prioritization of top-line growth over profitable growth. We will continue on this thread and see how the story ends, but I would encourage you to read part one and two for better context. Vapiano P1: Italian Food Made in Germany (substack.com). Let's dig in.
Before Going Public
We are now in 2015 and the year is a disaster for Vapiano's PR department. Employee time stamps are being manipulated, endless overtime for employees and high turnover in managerial roles are reported; mice in the kitchen and even rotten food allegedly found.
The company is confronted with allegations of exceeding working hours among trainees in an article published by Welt am Sonntag, while the same outlet accuses Vapiano of manipulating punch times. The auditing firm PwC is commissioned to investigate the allegations and finds that there is no systematic approach but rather misconduct by individual employees, a mistake that’s being corrected. Internal however, investigations into stamp times are carried out regularly now and beyond its obvious reputational impact, this sucks up valuable management time and attention.
In the summer of 2015 CEO, co-founder and investor Gregor Gerlach, who has been running the group since 2011 is stepping down and Jochen Halfmann is taking over. A new Vapiano People Program with an App is being developed with the aim to better interact with customers that will incorporate innovate features such as mobile pay. The German website sees a launch of new magazine to further promote the brand and there is now a full inhouse blogger and Instagram team being installed. In October the company buys seven restaurants from original co-founder, former co-investor and ex-president previously responsible for internation expansion Kent Hahne (2x Bonn, 3x Cologne, 1x Koblenz and one in Cologne that’s under construction). This package of Vapiano restaurants is very successful and generates net sales of more than 20 million euros in 2014. Hahne opened his first Vapiano restaurant in Cologne in August 2006 and in 2015 with his company apeiron AG, Hahne operates six L'Osteria franchise restaurants, a direct Vapiano competitor, and two self-owned restaurants GinYuu.
Then in November of 2015, the next public relations bomb goes off with allegations regarding the company's quality standards. The company immediately investigates the issue through internal and external specialists but finds no evidence of any quality issues. Nevertheless, knowing that the group is now being closely watched, the company’s already in place hygiene standards are being reinforced. Additional audits and inspections are performed nationally. Further, all Vapianos worldwide are being audited twice by the partners SGS Institut Fresenius and SAI Global. Auditing software is purchased to simplify the implementation of the audits and the resulting measures. Apart from the external examinations, there is a food sampling plan in place being performed continuously. Again, all of this sucks up costs, management time and attention. With all these tumultuous developments the company’s growth engine is undeterred. Revenue grows by a whopping 50 million euros to 202 million euros, an increase of 33%. Impressive. While average spent per customer increases in all countries, the number of customers per day in Germany decreases by 3.3% partially due to the negative press towards the end of the year. Five own, four JV and 19 new franchise restaurants are added that year to the group, the total number of own managed restaurants grows to 51, there are 31 JVs and 84 franchises which bringing the total to 166 Vapiano restaurants. Global restaurant sales are now above 400 million euros.
But while revenue grows by an astronomical 50 million euros, operating profits, alarmingly, shrink again. Gross margins are staying perfectly healthy above 75% but operating costs keep growing disproportionately fast. The Company’s outstanding debt jumps by almost 30 million, close to 85 million euros by the end of the year. With operating profits at 9.5 million euros, alarm bells should be going off right now.
In Q4 of 2015, new CEO Jochen Halfmann introduces Strategy 2020. The new strategy includes five essential points. One, profitable growth in the newly defined core markets of Germany and Austria as well as in the UK, Netherlands, France and USA. Two, operational excellence through strict “best practice” management. Three, further development and digitalization of the concept considering guest feedback. Four, greater focus on long-term employee retention and five, building a modern and sustainable IT landscape. Sound’s good on paper but let’s see how things pan out.
Vapiano's investments (capital expenditures) that year are primarily directed towards new restaurant openings, renovations of existing establishments, and share acquisitions in other Vapiano restaurants from franchisees or JV partners. A significant portion of funds is allocated to the digitalization of the guest experience, including the development of a new app scheduled for market release in 2016 and the implementation of a time recording system across all group restaurants. The world's first standalone Vapiano restaurant with a delivery service that year is built in Fürth, Germany. The company keeps expanding its presence in both inner-city locations and international markets, such as Shanghai, China.
To finance all of this, the group has its own operating cash flow which comes in at 18 million while capital expenditures are 26 million euros plus 14 million for acquisitions. The funding gab is filled with 26 million euros of new debt and a seven-million-euro equity raise. At that end of the year and after the equity raise Gregor Gerlach (through his AP Leipzig GmbH & Co. KG entity) holds 30.1%, Hans-Joachim and Gisa Sander through their Exchange Bio GmbH hold 25.5% and the Tchibo heirs, Herz through their Mayfair Beteiligungsfonds II GmbH & Co. KG hold 44,4%.
But for the first time the restaurant’s concept that was so successful to date is being questioned. Some customers are starting to mislike the operational flow of the concept itself. If you want pasta, you must queue for pasta. If you want pizza you stand in a different queue. A small side salad, yet another queue. "You spend more time carrying trays than an actress in Berlin-Mitte. The audience in the pasta limbo can only consist of people who have worked for an insurance company for a long time and, like Stockholm syndrome, they can no longer get away from the industrial canteen feeling," writes TV host Beisenherz provocatively. While overly harsh in his assessment he's not entirely wrong judging by customers venting their frustrations in forums and social media channels. It isn’t uncommon for those who ordered pizza to have already finished eating while there is little movement in the pasta queue. Long term that doesn't go down well, QSRs competitors like L’Osteria are handling this process differently, with much success.
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Tipping Point

Where are now in the year 2016 and things start to deteriorate visibility. Perhaps not for the leman’s eye but any business minded observer can see that there are problems under the hood. Yes, revenue grows yet another whopping 50 million to almost 250 million euros but half of that growth, comes from acquisitions of restaurants that the group didn’t already own 100%, which is now being fully consolidated within the group’s accounts. Here is a concrete example. In the past, Vapiano SE, the group’s top holding company held an indirect 50% stake in a French subgroup via the subsidiary VAP Restaurants SA, based in Luxembourg, and included this as an associated company in the Vapiano SE consolidated financial statements using the equity method. Due to the acquisition of additional shares in September of 2016, Vapiano SE's indirect share in the French subgroup increased to 75%. This means that Vapiano SE takes control of the French subgroup, which is therefore included in the group’s financial statements as part of the full consolidation. The revenue from the acquired subsidiary now recorded in the consolidated income statement amounts to 12.8 million euros. While that’s great for the top line, the loss of the fully consolidated entity equates to 0.2 million euros. Yes, you are buying revenue, but there are losses attached to them, not profits. A similar case is the Swedish entity that runs eight restaurants with revenue of 11.5 million euros but has losses of 235 thousand euros. So much for Strategy 2020 and “profitable” growth.
That year the group’s operating profits are absolutely tanking, halving to 3.5 million euros. Operating profits are now a mere 1,4% of revenue. Remember original founder Mark Korzilius who talked about operating margins of 25% to 28% at the restaurant level? Yes, there are overhead costs for the organization that sits above the chain of restaurants, but operating margins that low indicates a course correction is needed. What’s telling is that in the annual report, in the management discussion section, the company starts talking about EBITDA as a proxy measure of profitability, rather than operating profit or net income. This wasn’t the case in the years before. Is this window dressing for an upcoming IPO? EBITDA is short for earnings before interest, tax, depreciation, and amortization. How can you measure profitability of a restaurant chain that absolutely and unequivocally needs capital investment to maintain its restaurant operations, the very source of cash generation, by simply excluding this maintenance charge (depreciation in the income statement)? Vapiano’s own annual report talks about the fact that existing restaurants must be rejuvenated from time to time and that new interior designs have to be implemented every few years. These things wear and tear, they go out of style, kitchen equipment breaks and needs replacement. This business absolutely needs maintenance capital expenditure, why anyone talks of profits before these maintenance costs is beyond me. Fun fact: in the previous annual report EBITDA is mentioned seven times, mostly around restaurant acquisitions and financing, not however as a profit indication for the group. In the new annual report, EBITDA is mentioned 28 times. Maybe it’s just me but belated Charlie Munger liked to call EBITDA: bullsh*t earnings. When in doubt I stick with Charlie. Interestingly, EBITDA for Vapiano keeps growing while operating and net profits keep falling.
Operating cashflow for the group that year is about 21 million euros, but capital expenditure is 30 million and acquisitions for subsidiaries another 20 million. To finance these expenditures another 28 million euros of debt and 16 million of equity is raised. Net debt rises above 130 million euro. The operating cashflow of the group before any capital expenditures is 21 million euros. I am not sure free cash flow would be significantly positive after maintenance capex is paid out; it’s not broken out so we can’t be sure. Granted, I am not on the ground during this time, and I am not in the board room, I am simply reading what’s in front of me, but to me this is starting to look like a distressed situation. Regardless, the following year the company goes public.

IPO

Where are now in the year 2017 and its Vapiano’s first year as public company. The company’s annual report reads the following “Sales revenue, like-for-like growth (LfL) and the earnings figures EBITDA and adjusted EBITDA are used as the most important financial performance indicators for controlling operational business activities.” The very same report however also says: “The majority of the group's investments regularly go towards opening new restaurant locations and modernizing existing restaurants. The latter are differentiated into regular replacement investments that occur during ongoing operations (Maintenance CAPEX) and fundamental investments in the renovation of a restaurant (Remodeling CAPEX). On average, a restaurant remodeling takes place nine years after opening.” It says it right there in their own report; every nine years a remodeling is taking place. Remodeling and updating is not cost free, so why exclude depreciation charges which reflect capital expenditures? I understand that perhaps you would want to strip out one-off opening costs, that’s fine and fair, but don’t go overboard.
The number of restaurants increases by 26 (previous year: 13) to a total of 205. The increase consists of 27 new openings and one closure. Group revenue grows to an astonishing 325 million euros but here comes the shocker, operating profits turn negative to 25 million. Fine, strip out foreign exchange losses of 3 million, IPO costs of 5.8 million and new opening costs of 6.1 million and you still have 10 million euros of operational losses. All the while the debt load of almost 130 million hasn’t materially changed, so those operating losses are before a six-million-euro interest payment. 184 million euros are raised through the IPO of which 85 million go to the company. This money is earmarked for further expansion as the group has ambitions to almost double the footprint to 330 restaurants by the end of 2020. The company is currently not profitable on an operating basis, and still wants to expand aggressively? I don’t get it. The remaining 100 million euros of the IPO money raised is distributed to co-founder Gregor Gerlach and Wella heirs Hans-Joachim and Gisa Sander. The family office of the former Tchibo owners Günter and Daniela Herz with a 44% stake, don’t sell a single share. After the IPO, 32% of all the company’s shares are now in free float.
One year later, in 2018, things get even worse. Revenue grows to 371 million, but operating losses mount to 85 million euros, that’s before interest expenses of 9 million. Even the beloved EBITDA figure turns negative, meaning the operating business before any expansionary or even maintenance capital expenditures is loss making. All regions are experiencing significant deterioration in their earnings profiles. Like for like sales are down 1% across the board. That’s revenue, not profitability. The question naturally arises: is the Group approaching its natural saturation point here or this operational by nature? The operating cash flow is now 9 million while financing cost are close to 7 million. That leaves 2 million for maintenance capital for 74 own restaurants and 76 joint ventures ones. Describing this as financially tight, would be an understatement.
Things are not looking good at this point. Yet the company still grows restaurants by 26 new sites. 64 million euros are spent on acquisitions, new openings, and maintenance costs, financed through a 20 million-euro equity raise and 72 million of new debt. The Company now has net debt outstanding of over 160 million euros. After the equity raise and by the end of the year 2018, Mayfair owns 47.4%, VAP Leipzig, Gregor Gerlach’s entity owns 18.9% and the Sander couple own 15.5% of the company. Yes, the Sanders and Gerlach may have taken 100 million euros off the table, but they still have substantial skin in the game. Plus, Mayfair hasn’t sold a single share and instead injects more money into the company through the equity round. The stock has now fallen from its IPO price of 23 euros per share to under 6 euros by the end of 2018. Something must be done here. And indeed, there is pivot in strategy and a hard push for change. At last, the management team abandons its aggressive growth plan and curtails new openings significantly. Additionally, the team wants to run a thorough analysis of weak locations to then either discontinue or sell sites. In Europe, the operating focus will be put on corporate restaurants and joint ventures in major cities to ensure the ideal size and location to match the respective demographic target group. Outside of Europe, the franchising business is being expanded and at the same time a consolidation of the existing corporate and joint venture markets is being sought. All future investments will be reviewed to achieve higher rates of returns on new openings. Investments are also being made in the renovation of older restaurants. The goal in the future is to also open smaller formats, like Mini-Vapianos (less than 400 square meters) or Freestander at prominent transportation hubs outside city centers (currently in Fürth and Toulouse) to cater to individual location requirements, and to enter new partnerships. I am not sure why management hasn’t stopped all expansion altogether, bringing the ship in order first, getting profitable, clean up, all hands-on deck before considering any further expansions whatsoever. But again, it’s easy to comment from the sidelines; maybe they saw white spaces that would be covered by competing concepts if they weren’t moving fast and aggressively enough. Although pushing internationally means competing with local players such as Jamie's Italian, Prezzo, Pizza Express, Wagamama, Nando's and many more which brings in its own dynamic.
Management also aims to enhance guest satisfaction. This involves refining operational processes, reorganizing the support center, and refocusing on the core offering: providing fresh and high-quality Italian food at affordable prices for a broad audience. The group also aims to reduce waiting times, especially during lunch, while also improving the evening atmosphere. There is even what I would call an evolution, away from Vapiano’s original concept, reorientating the customer journey. The ordering flow is being changed, offering guests synchronized preparations of all dishes while eliminating wait times at the cooking stations. The open show kitchen remains, staying true to original mantra of freshness and transparency but now guests can choose their preferred method of ordering through a mobile app, using a digital order point (kiosk), or by personally placing an order with a waiter. Guests can still freely choose their table and are then informed about the complete preparation of their order through a pager or their smartphone. This is a substantial deviation from the original concept, but a needed one. The group is also exploring and implementing the expansion of take-away and home delivery services but only at suitable locations, not universally across new openings. I am not sure why home delivery is even a priority here; it adds operational complexity. It’s better to clean up shop first and get back to the basics before adding new complexities. To be fair management does try to simplify. There are 49 different permanent dishes on the menu and additional 10 seasonal ones. Customers can choose from eleven different types of pasta. There is simply too much choice, and it makes orders complicated. The company announced to slim the menu down to its most popular and typical Vapiano dishes. There’s no need for an Asian salad at an Italian restaurant. "We have to go back to the roots, i.e. classic, honest Italian cuisine" says COO Everke. Regardless, in November of 2018, the supervisory board pulls the plug on CEO Jochen Halfmann and replaces him with Cornelius Everke. Everke himself has just become COO five months ago. Since 2017 he was responsible for international expansion. From 2011 to 2017 that role was filled by Mario Bauer – put a pin in that name, he’ll play a key role in the groups fate later. Then nine months later, in the middle of 2019, Cornelius Everke quits. He essentially concludes that his skillset and experience in the areas of internation expansion is no longer needed in the foreseeable future. To put it differently: Vapiano has moved from a growth story and has become a restructuring case, and other skills are required for that job. In June of 2019 Everke says the following “(we’ve) made a bit of a mistake when it came to foreign expansion”. No sh#t. Vapiano postpones the presentation of the 2018 annual financial statements three times in the spring of 2019, citing negotiations over an urgently needed loan of 30 million euros. It’s not until the end of May that a binding loan commitment comes through from the financing banks and major shareholders.
We are now in August of 2019 and the corona pandemic is just around the corner. Supervisory board chief Vanessa Hall takes over as interim-CEO and things are unravelling. Visitor numbers are declining; originally, it was planned to sell the US business but halfway through the year the buyer cannot come up with the money. But not all restaurants are performing poorly. The group's poor figures contrast starkly as an example with the experiences of the Swiss-German franchisee, who runs six restaurants. The Sodano family in Switzerland pays Vapiano a royalty of 6% of sales for the use of the brand. Enrico Sodano explains in an interview that they operate largely autonomously from the licensor. If an “accident” were to occur, he could immediately replace the Vapiano sign with Sodano, he says. The family concluded the rents and contracts with employees and suppliers independently. The Sodano family have six locations in Bern, Basel and Zurich, around one million guests every year and 350 employees. Things are going well on the ground. The delivery service they’ve built is offering them a second income stream. Expansion into Winterthur, St. Gallen and Lucerne are being planned; small locations with 150 to 250 square meters and an attached delivery service. Originally, Vapiano restaurants used to be huge but for such a large restaurant to be profitable, 800 to 1,000 guests per day are needed. That’s possible in medium-sized cities, but not in smaller towns which is why the Vapiano group now also supports smaller formats. Back to our corporate drama. The 2019 annual report would be the last report the group files. By the end 2019 the outstanding debt of the company is at an astronomical 450 million euros. Revenue has grown by another 7%, produced by four net new openings through two JVs and two franchise restaurants but operating losses come in at 317 million euros. That sound like an absolute shocker at first but depreciation and amortization charges are 345 million, so that operating cash flow is actually positive but unfortunately capital expenditures and interest payments are so large that they are eating up all of the company’s operating cash flow. Then in the beginning of 2020 Corona hits with full force and the world shuts down. As a result of the measures to prevent further spreading of the virus, the group is forced to cease all global business operations (except in Sweden). While all these shutdowns are happening, the group is the middle of negotiating with its lending banks and main shareholders. There are additional financing needs for restructuring measures, even without a pandemic happening in the background. The situation is so dire that the company starts pleading to the German government to roll out the package of financial help more quickly. Unfortunately, it’s to no end. The rapid closure of restaurants and the resulting lack of operating cash inflows in conjunction with the additional financing requirements, lead to the company’s final knockout punch. In April of 2020, the Vapiano group officially files for insolvency proceedings. The end of an era.

New Beginnings

Because of the pandemic, the majority of the group's subsidiaries in Austria, the Netherlands, Denmark, the United States, Sweden, and China also file for insolvency or seek liquidation. The US business never gets sold in the end and is wound down. In the summer of 2020, significant group divestments occur, including the sale of 75% shares in the group's French subsidiaries, shares in franchisor companies, Australian subsidiaries, German subsidiaries, associated companies, self-managed restaurants in Germany, and insolvency-related sales in the Netherlands, Great Britain, and Sweden. The buyer of the Vapiano brand and one of these bundles of Vapiano restaurants is company named Love & Food Restaurant Holding, a consortium led by Mario C. Bauer – a name I told you to remember. Bauer was a former Vapiano board member and led the national and international expansion, opening 200 sites in 33 countries from 2011 to 2017 until he was succeeded by Cornelius Everke. Bauer didn’t feel comfortable with the IPO at the time but clearly has a lot of managerial and entrepreneurial talent.
The buyer consortium is an absolute A-Team comprised of European QSR top league hitters, including the founder of the Pret A Manger chain Sinclair Beecham; Henry McGovern, the founder and Ex-CEO of the giant international restaurant and foodservice operator AmRest; the Van der Valk Family that runs hotels and Vapiano restaurants in the Netherlands, and co-founder and ex-CEO Gregor Gerlach. The acquisition value is 15 million euros and entails 30 Vapiano restaurants in Germany, albeit that’s just the purchase price which comes on top of any capital investment needed to refresh and return the sites to its former glory. Nevertheless, just as a thought experiment, if you can get each site to 2 million euros of revenue and 400,000 euros in operating profit on average, which wouldn’t be an overly aggressively assumption given the company’s history, you’ve got yourself a package that can deliver restaurant-level operating profits of 12 million euros or more. It’s not disclosed how much capex was needed to refresh the operations, just that fact that the overall investment plus purchase price was a middle double-digit million-euro figure. Stil, it probably was a decent purchase. The same consortium buys Vapiano’s French business for 25 million euros just two weeks prior. After the transaction concludes, the master franchise is given to Delf Neumann and his Gastro & Soul GmbH. Neumann is an experienced operator, and he is ambitious to revitalise the brand with new services and products. For example, instead of pizza, the restaurants will be serving pinsa - a flatbread made from sourdough, wheat and rice flour, topped similarly to a pizza. It targets a more health-oriented customer base looking for a less calory heavy option. The menu overall is expanded by including a variety of vegan and vegetarian dishes.
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Today Neumann’s Gastro & Soul GmbH operates 18 Vapianos on its own account and has 29 franchise sites, amongst other brands. By the year 2021, Vapiano operates 191 restaurants in 34 countries. This is around 50 fewer sites than before the bankruptcy. The number of branches is particularly thinned out in Germany – from 80 to 55. Nevertheless, Vapiano's home country remains by far the largest market, followed by France with 35 restaurants and Austria with 15 locations. “We have shrunk ourselves to health,” says Bauer in the aftermath and there is no further shrinking planned. Quite the opposite, the smell of expansion is in the air again – pun intended. Not as aggressively as before and with a new menu and ordering process.
Overall, the team around Bauer is filled with industry experts with knowledge and networks gained over decades who have a great track record, a long-term view, and the staying power to let Vapiano breath and finds its way back to success. The pressure of being a public company with all the associated quarterly, half-year and yearly disincentives have been removed. The menu is changed and extended with new types of pasta and sauces with significantly more vegetarian and vegan dishes available. Guests can order with restaurant staff, at terminals or on their phones and there are barcodes attached to the tables identify the respective seat. The food is brought to your table, all at the same time if you are in a group, no more annoyances with waiting in line. There is a plan for smaller, 350 square meter locations, with half the number of guests and significantly fewer staff and less set-up costs required to make the economics work. Locations that capitalize on remote work and increased demand for local lunch options, higher population density with shorter delivery routes and therefore cost-effective in house delivery services are targeted. And Bauer is testing the concept of ghost kitchens, which operate without a dining room or service staff, focusing solely on preparing food for delivery services, which for obvious reasons have a very different operational set up and footprint. Original founder Mark Korzilius however is not entirely convinced. He is not a fan of the pinsa for instance and he considers Vapiano's pizza as its cash cow, flagship product and believes that the core Vapiano proposition of Pizza, Pasta, Bar that has given the company its original success is being diluted. He instead admires the competitor L'Osteria, saying they’ve done a better job by focusing on Italian classics, especially the impressively large pizzas that sticks out beyond the plate is leaving every customer in awe. The guys who run L’Osteria are the same guys who have built Vapiano with him in the first place. Bauer on the other hand, like a true business leader, remains undeterred, stating that he is frequently asked whether Vapiano's restart was bold or foolish. He believes in entrepreneurship, franchising, in his experienced fellow partners and importantly the Vapiano concept. By the year 2024 you can find over 140 Vapiano branded restaurant in 27 countries across the globe, including locations far away from its birthplace like Australia, USA, Columbia, Chile, Bahrain, and Saudi Arabia. And why not? Italian food is, and will remain to be, incredibly popular. Vapiano offers fresh and tasty food at affordable prices in a good atmosphere. This combination of attributes should attract a lot of customers. It certainly has in the past.
For more stories: WIP Thomas Weitzendoerfer Substack

It's hard to believe that as recently as 2021, Cazoo Group Ltd was valued at $8 billion. Its charismatic founder and SPAC sponsor, Alex Chesterman, who had made a career copycatting successful US startups, was then bringing to the UK its version of CARVANA, ( $CVNA), a renowned online auto retailer famous for its multi-story glass tower car vending machines.
But Cazoo’s heydays have since fizzled. Once dubbed the UK's fastest-growing unicorn, Its share price has collapsed by 99% since its IPO. Chesterman resigned from the troubled company in 2023 long after selling $120M in shares right after the IPO.
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Today, Cazoo is quite literally teetering into bankruptcy after reducing its headcount by 90%, unwinding its inventory and assets to focus: on its e-commerce technology platform, proprietary data, brand, and digital marketing and commercial functions."
The volatile micro-cap stock is also being promoted in many WhatsApp group chats managed by boiler room operators trying to pump and dump on novice speculators.
$CZOO increased 185% in a month because of speculative interest from day traders and boiler room mafias. However, a few factors might make the stock a great candidate for a short entry:
Cazoo Group's revolutionary project has failed. Its business model appears impractical because of the competition, the UK and global economic slowdown, and its shaky balance sheet marked by dwindling cash and an unsustainable debt level. The corp is a shell of its former self and may, therefore, be forced to dilute its shares to shore up cash and provide an exit door to the warrants and options owners.
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Carvana, the US online retailer that inspired CAZOO is facing similar tailwinds. However, the market still values the company at nearly $8B despite its astronomical debt level, mounting losses, evidence of consumer abuses, and, allegations of accounting shenanigans by short sellers.
Carvana's fundamentals are even worse than Cazoo's given the history and legacy of its founders/ operators who have been proven to be untrustworthy and unethical profiteers.
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Stock dumping before Q1 earnings.
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I view $CVNA as an extremely compelling short opportunity at its present Valuation.
The corp has an equity-to-book value of only $243M, $7B of debt, and growing operating losses.
The stock is also overvalued due to lawsuits, consumer complaints, allegations of accounting manipulations, and insider stock sales. As a result, it ought to be priced as a penny stock trading in the single digits.