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Quindell – Ingenie (abbreviated) accounts filed: what is Quenron trying to hide now?

By Tom Winnifrith, The Sheriff of AIM | Friday 10 October 2014


Disclosure: I have no positions in any stocks mentioned, and no plans to initiate any positions within the next 72 hours. I wrote this article myself, and it expresses my own opinions. I am not receiving compensation for it (other than from ShareProphets). I have no business relationship with any company whose stock is mentioned in this article.


Quindell subsidiary Ingenie Ltd (of Gary Lineker fame) has filed its calendar 2013 accounts at Companies House but this is a spectacular own goal as it has hidden the full ghastly truth from investors. In the words of Alan Hansen “shocking defending” by Rob Terry. 

In 2012 Ingenie used the same small firm of auditors as in 2013 to file its accounts HERE. It displayed a company and group P&L and Balance Sheet. For 2013 it has shown only a consolidated balance sheet – nothing else, claiming a small company exemption. 

I do not doubt that Ingenie (which Quindell said was worth £50 million when increasing its stake from 19.7% to 43% on 19 September 2013) is a small company but section 384 of the Companies Act should apply here. This states that the small company regime does not apply if a company was at any time of the year a member of an ineligible group. It then defines an ineligible group as being if one member is a plc. Quindell is a plc and owned 43% of Ingenie at 31/12/13. 

I have lodged an official compliant with Companies House on this matter. Quindell may have delayed the publication of the whole truth but it is just playing for time. The Companies Act is 100% clear. And even the morons at QPPSAG must wonder why when the Quindell stake has increased we are being provided with much less information.

As to the 2013 accounts as they are it is the usual bollocks as you can see HERE

I note for you a number of Red Flags. 

  1. On 19 September 2013 Quenron PLC claims to have paid £8 million of cash to buy 40% stakes in 2 newly formed subsidiaries (Ingenie UK and Ingenie Canada) in which Ingenie owns stakes of 56% and 60% in respectively. The stated losses in 2013 for the 2 newly formed entities were £239 and £178,398. So surely the cash (or at least 56% and 60% of it) would be consolidated. WTF has it all gone?
     
  2. Cash is shown at the year-end as £3.1 million up from £339 million. We know that in 2012 that cash came entirely from flogging the Quenron shares issued to it on 21st July 2011 (it made a big profit on those shares and hauled in £650,000). So where did the cash increase in 2013 come from? Well for starters the share premium account shows you that a stack of new shares were issued in 2013 £1.5 million worth according to the share premium account. Those shares were issued to Quindell in July of 2013 when it issued 71.642850 new Quindell shares in part to buy out some of the holdings of existing investors but also to buy new shares.

    The current assets investments figure on the 2013 balance sheet is not specified as to what it is but it would be investments held for resale , i.e. the Quenron shares and the value is just £859,752. Given that the Quenron share price jumped by 75% between mid-September 2013 and the year-end I put it to you that Ingenie was flogging Quindell shares aggressively. And I bet you a fiver that “current assets investments as at today is NIL”
     
  3. Ingenie appears to have booked a profit for the year of c£1.2 million ( as per balance sheet). No doubt Rob Terry will say that this vindicates the purchase but without a P&L and cashflow you need to ask where did that profit come from. How much came from profits on flogging shares in Quenron. If Ingenie had £1.5 million of Quindell shares at September and by December those shares should have been worth £2.525 million but were in the books at just £859,752 then it appears that two thirds of the shares have been dumped. Dump them at a 75% gain and that would be a £750,000 profit on its own.

    And how much “business” is done with other companies in the Quenron group. Again we do not have a Scooby as this is not disclosed. However I draw your attention to the fact that while trade receivables slumped by £700,000 to £827,948 creditors due within one year rocketed from £145,997 at the end of 2012 to a stonking £4,514,946. What on earth is going on there? Who has been invoicing Ingenie for so much? Why is it not payng when it appears to have so much cash? What services are being provided? etc etc etc


I repeat what is Quindell hiding by showing you LESS information?  Why is it filing under s small company exemption when it is not allowed to? This only delays the sordid truth from coming out?

The shares are a sell. Target Price 0p.


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More on QPP


Comments

23 comments


  1. lostindenmark

    Tom

    The links seem to be broken

  2. Darren has fixed – get a young person to help with IT!

    Sorry about that

    T


  3. Duck and Dive

    Owning 43% of the equity doesn’t amount to ownership of the company. On that basis, Ingenie wasn’t a subsidiary of the PLC.

  4. Duck and Dive:
    Correct, Ingenie wasn’t a subsidiary of QPP PLC. However, it was an associated company.
    I fall down on understanding the implications of this on the annual accounts though.

  5. D&D

    43% gives Quenron control. It is thus part of the group & as such will now be getting a call from Companies Hse today :)

    T

  6. Tom,

    This may be a stupid question as I’m not an expert but is there also another reason why Ingenie is covered by S384? I understand that it is not on the list of authorized insurance companies, but what is the definition of “carries on insurance market activity”? Does this fit ingenie? Sorry if that’s a stupid or non-relevant question.

  7. Insurance companis MUST file in full. Just not being an insurance company does not mean you are exempt

    T

  8. Yes what I was getting at was whether Ingenie actually counted as an insurance company under the act or not. I guess that under lay terms it would but perhaps in this legal sense it isn’t. And by covered I meant that it wasn’t exempt under the small companies provision.

    Either way if the group bit means it can’t get away with the abbreviated accounts then it makes it interesting.

    As a general point, I have found your articles on QPP very interesting and hope that everything comes out in the end. I feel that as well as a potential case study in the financial world the bulletin boards for this stock would make a fascinating behavioral study. The abuse that you get is disgusting and I just wish that people could instead attempt to provide a constructive counter argument. (But maybe there isn’t one).


  9. drunken sailor

    A few observations from the accounts.

    The increase in NAV Is basically down to the “investments which are non current assets and are presumably ingenie UK and Ingenie Canada.

    Although there is no P&L the P&L account records an overall loss of £695,911 reduced from the previous year loss of £1,872,988 which implies a profit of about £1.2m for the year

    Ingenie UK Made a loss of £239. Ingenie Canada Made a loss of £178,398. Both have significant book values but who knows what that is based on, probably some software that they are way over valuing..

    Shares issued in the year For £1.5M – To QPP.

    500 shares were issued for £33,750. for employee options (nice work if you can get it)

    As Tom says not much more to draw from these without the corresponding P&L and cashflow with proper explanatory notes.

  10. Just keep on shorting the rallies until it stops working.

  11. My guess is you will see a figure corresponding to a large portion of the £4m plus hike in payables mirrored in the Himex receivables – probably pass through revenues from the sales of Calamp boxes (NASDAQ:CAMP). No real Q IP in that, belongs to CAMP. Beyond that my sources tell me Ingenie struggles to grow because it only advertises via social media (you won’t see ads elsewhere I am told). As such it should be moving into heavy losses if it wants some skin in the game. Booking a profit suggests that ramp is not happening or shares are being sold, or probably both. One can only speculate, given the paucity of these “accounts”. To buy a niche company (young drivers) in a niche market (usage based insurance) at this price from a pal (Richard King – also a co-founder of the Innovation Group) is not unusual in the Quindell or TIG history books. COSY was bought from Hassan Sadiq (now Himex) just a year or two before being pretty much totally written off. As is well known Mr Terry made some of the most shockingly bad investments at TIG (just check out Huon writedowns – the name of the company bears onomatopoeic resemblance to shareholders’ reaction on reading their papers over breakfast) and just can’t seem to kick the habit. I bet King and Sadiq buy him the first round at the local boozer mind…

  12. I hope if all this is proven that those croneys are all held to account. This is not a victimless crime and it deserves the medias full attention. I’m also investigating another piece this weekend that will if am right show this whole scheme has been plotted way before anyone has yet alluded too. does anyone know what the origin of the Quindell name is and why significant? Does it mean anything?

  13. 43% does not give you control. 50% of the share capital plus 1 does.

    Another elementary mistake.


  14. Paulie Walnuts

    It would be interesting to hear the views of the resident beancounters here as to whether Ingenie can file abbreviated.

    My reading of S384CA is that the small companies regime does not apply to any COMPANY that’s part of an ineligible group.

    It doesn’t say any SUBSIDIARY that’s part of an ineligible group.

    Ingenie looks like a company that’s part of an ineligible group to me. Therefore, no abbreviated’s allowed.

  15. Fact: Ingenie HAS to file full accounts. It has no rights to an exemption.

  16. s474 CA A group is a parent company and its subsidiaries which is why they have filed abbreviated accounts.

  17. Lastly, companies house may also decide to refer the case to regulatory authority for review…
    Not looking good for Quindell’s ABS law firm, am sure law society will frown upon this transgression…could license be at risk for all the shenannigans ? Oh and did I happen to see…

    Ingenie Services Limited (authorised and regulated by the Financial Conduct Authority – FRN 568113 and registered in England and Wales company number 07465078 and whose registered office is at 310 Harbour Yard, Chelsea Harbour, London, SW10 0XD).

    Yep, fisma and lawsoc gonna be all over these cronies. They won’t be ignoring the noise. I wonder if they’ll ask to pay ther late filing penalty in shares…they’ll be “significantly earnings per share (“EPS”) enhancing….snort!

  18. Woody Ash

    You are the one making the elementary mistake.
    If you were invested in Quindell, would you not want to know the full health of it’s investments, even if Quindell had 1%, as you carry the consequence as a shareholder, you would want to know.
    There are 3 issues here.
    They have tried this before, it didn’t work.
    By hiding something they have created an ethic there is something to hide.
    They have once again, busted yet another commitment, to be transparent. There are others, move to Main Market – failed. Sue SP – ??, oh they will, they will, no they. wont. Promised divi – they have no cash. Buy back – what with, they have no cash. spend 6 months dilution to death, solution buy them all back again !!. An accrual stacked balance sheet, which is going to cash out in what 3 months – well lets see, bet they do, bet they don’t, they haven’t even invoiced a fat percentage of them, a proportion of them wont even get invoiced. We have paid millions to bring shareholders value added with this new acquisition, value added – less than £70,
    Perhaps the ethic of 43% against 51%, seems a little lost in all this, don’t you think

  19. Don’t hold your breath waiting for Companies House to take any action. I launched an official complaints about the filing of abbreviated accounts for BE insulated UK Limited. Eventually I was informed that this had been passed to “their accountant”.

    I have now been informed that they are writing to the company to ask them to comment on their relationship.

  20. Hi Phil
    Delighted to read your response. I have a small position (for me) in QPP. I am more interested in the psychology of rampers and de-rampers.
    I think you need to read the definition of parent and subsidiary in the Companies Acts – would be good of Tom explained why full accounts are required given the parent company subsidiary company definitions – not that he will of course! There is a difference between requesting further information and alleging that someone has covered things up by not supplying information that they are not required to supply

  21. Oh and I asked Tom a simple question on his review of Quindell Resources and he still hasn’t responded. Strange that – a question challenging his views and he goes all shy …

  22. Woody

    a) I have a life outside work and am under no obligation to work 24/7 answering questions from morons

    b) How do you keep an idiot in suspense?

    c) I will tell you tomorrow in an article I shall publish then

    T

  23. for gods sake, just look at what Ingenie says on the footer of their website, it covers two perfectly valid reasons it has to file full…stop arguing this point…they are NOT exempt and they bloody well know it. If you can’t be bothered to look i copy this verbatim below..

    Ingenie Services Limited, a Quindell company, is registered in England & Wales (No. 07465078) and authorised and regulated by the Financial Conduct Authority (FRN 568113). The Financial Conduct Authority’s Register can be accessed through www.fca.org.uk/register. Ingenie Services Limited offers general insurance policies from a limited number of insurers.

    Parent on a regulated market (Check)
    Operates within the insurance industry (Check)

    I also think this is laughable that a company who QPP valued recently in excess of 70m is being argued that its too small to file full accounts, i mean are you mad? it is embarrassing either way you look at it. Querplunk!


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