The interim results statement from Burford Capital (LON: BUR), currently AIM’s largest company, provided an interesting commentary on its reasons for remaining on AIM, rather than consider a move to London’s Main Market. With a market capitalisation approaching £4 billion, Burford would be close to gaining entry to the FTSE100 Index should it be on the Main Market, which would see index tracker funds be obliged to acquire shares, thereby offering a boost to the share price.
So why doesn’t Burford Capital move to the Main Market?
Burford Capital’s interim results statement comments that it hardly ever encounters potential investors who baulk at buying larger AIM stocks like Burford and companies with market capitalisation above £500 million make up around half of AIM’s total value.
Burford has broadened its shareholder registry over time to include some of the world’s largest and most sophisticated investors who are unperturbed by their choice of market.
Burford sees no evidence that it would see increases in liquidity or other trading benefits from a move to the Main Market and they already have liquidity comparable to or better than Main Market companies with similar market capitalisations to theirs.
As they concluded, the reality is that both AIM and the Main Market see corporate and governance failures at companies of all sizes – for every Patisserie Holdings on AIM there is a Carillion on the Main Market, although in the case of the latter at least investors were forewarned! Listing rules and governance codes are not the primary defences against such failures; rather, sound management, an experienced, attentive and involved Board and high-quality external advisers (and especially auditors – Grant Thornton take note) are key.
Therefore, despite its size and evident appeal to large institutional investors, Burford is unlikely to pursue a Main Market listing in the near term as they do not see the benefits exceeding the costs and disadvantages.
Fundamental does not hold shares in Burford Capital. In addition to concerns surrounding its qualification for Inheritance Tax planning purposes (Investor’s Champion AIMsearch gives a detailed explanation of this) , we remain wary of its business model where reported profits are far removed from the operating cash flow. We are also uncomfortable with the opaque nature of its accounting, where the details of litigation investments remain hidden.
For the 6 months ending 30 June 2019 pre-tax profit of $226m resulted in an operating cash inflow of only £6.7m. Add loan interest of $19m and that derisory inflow turned into an operating cash outflow of $12m. It has always been this way at Burford, which brings in substantial unrealised gains as income, something it regularly addresses in its results statement.
Other than snippets of information relating to very substantial cases such as the giant Petersen claim, in respect of which Burford has banked huge sums, we are left in the dark on the identity of its ongoing investments.
We are not alone in being concerned that, by including unrealised gains in income, there is a risk that Burford is recognising income associated with ongoing investments that may one day become losses. Furthermore, the immediate re-investment of cash generated into new claims means very little internally generated cash is ever reinvested into anything shareholders have a clue about.
We acknowledge that both IFRS and US GAAP require a wide swathe of businesses to fair value Level 3 assets (the most illiquid and hardest to value) and flow unrealised gains through their income statements, including not just Burford but firms like Blackstone and KKR.
We also appreciate that Burford is not unique in holding a significant number of Level 3 assets, however, it’s the contentious nature of these so-called ‘assets’ which are very different to the equity holdings of private equity groups. Furthermore, Burford’s contentious assets are now supported by a growing debt pile, a highly unusual scenario.
Nevertheless, up to now Burford has been a roaring success on AIM, where it seems set to remain for the foreseeable future.