Contrarian Corpus
short seller research note follow up
2016-04-28 · 25 pages

Stroer SE & Co. KGaA SAX

Stroer's defense fails to rebut Muddy Waters' core allegations of overstated organic growth, misleading cash-flow netting and freeXmedia self-dealing, with a CIA polygrapher flagging Muller's response as deceptive.

N 4 Narrative
V 1 Visual
C 1 Craft
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Thesis

Muddy Waters Capital, led by Carson Block, doubles down on its 21 April 2016 short thesis against German out-of-home advertiser Stroer SE & Co. KGaA. The 25-page follow-up argues Stroer's rebuttal leaves the major issues unaddressed: historic organic growth remains overstated with no reconciliation provided; the cash flow statement nets borrowings in a way contradicted by the company's own Q2 2015 quarterly (at least EUR28m of supposedly short-term borrowings were classified as non-current); and the freeXmedia/Evidero acquisitions look like self-dealing routed through CEO Udo Muller's Media Ventures vehicle. Muddy Waters also documents Dirk Stroer's 'temporary' supervisory-board exit conveniently timed days before insider stock disposals, and engages a former CIA behavioral analyst who finds numerous indicia of deception, non-specific denials, attacking statements and convincing-statement padding, in Muller's call and written response.

SCQA

Situation

Stroer SE & Co. KGaA is a Frankfurt-listed German out-of-home advertising company controlled by founders Udo Muller and Dirk Stroer, and the subject of Muddy Waters' initial 21 April 2016 short report.

Complication

Stroer's rebuttal sidesteps the core allegations, overstated organic growth, improperly netted cash-flow borrowings, freeXmedia self-dealing and insider trading, while relying on broad denials and attacking language a CIA polygrapher flags as deceptive.

Resolution

Muddy Waters demands Stroer publish 2014 and 2015 organic-growth reconciliations for Digital and overall, explain Dirk Stroer's 'temporary' board exit and adjacent insider stock disposals, and address Muller's personal profit from related-party deals.

Reward

Implied continued downside as governance, accounting and self-dealing concerns crystallize; the follow-up note does not restate an explicit price target but reaffirms the original short thesis is intact.

The three reasons

  1. 1

    Stroer's rebuttal leaves overstated organic growth, netted cash flows and self-dealing allegations unaddressed

  2. 2

    Q2 2015 quarterly accounts contradict Stroer's claim that net cash-flow borrowing presentation is appropriate

  3. 3

    Former CIA behavioral analyst found numerous indicia of deception in Muller's call and written response

Primary demands

  • Publish 2014 and 2015 organic growth reconciliations for the Digital Segment and overall
  • Provide a credible explanation for Dirk Stroer's 'temporary' supervisory board exit and the timing of insider share transactions
  • Address the personal profit accruing to Udo Muller and Dirk Stroer from freeXmedia and related-party transactions

KPIs cited

Organic growth reconciliation gap
Stroer's JV adjustment of EUR1.5m in 2014 equals just 0.21% of reported revenue, far short of bridging the gap to Muddy Waters' calculation
FX adjustment
Muddy Waters credited Stroer with EUR15.1m of FX movements in 2014, not the EUR12m the company claimed was omitted
Q2 2015 borrowings classification
Non-current financial liabilities rose EUR37m vs. only EUR18m in current liabilities, contradicting Stroer's 'short-term' netting defense
Cash from borrowings
EUR46m of cash from borrowings in Q2 2015, of which at least EUR28m must be non-current
Operational EBITDA adjustments
~EUR7m of concession refunds booked into Operational EBITDA in 2014 despite recurring nature
Compliance spend
Muller cites EUR2m in annual legal and accounting fees as proof of 100% compliance

Pattern membership

Where this document fits across the library's 12 rhetorical / structural patterns.

Notable slides (5)

Notes

Word-document style memo (Times Roman body, no charts, only one embedded screenshot of Media Ventures' website on p4), 10 pages of main response plus a 14-page appendix. Follow-up to Muddy Waters' initial 21 April 2016 short report on Stroer. Notable rhetorical move: engages a former CIA behavioral analyst and polygrapher to dissect Muller's call transcript and written rebuttal for deception markers (non-specific denials, convincing statements, attacking statements, themes), a memorable specimen of forensic-rhetoric framing. Carson Block signs as Director of Research. Stake is disclosed only as 'short' with no percentage. Sector tagged communications (out-of-home advertising); ticker SAX inferred from filename (Frankfurt listing).