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IQE: a Tale of Two Jvs This Research Report Was Completed and First Distributed at 5Pm GMT on Friday 8 December 2017 Author: Matthew Earl - Managing Partner

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IQE: a Tale of Two Jvs This Research Report Was Completed and First Distributed at 5Pm GMT on Friday 8 December 2017 Author: Matthew Earl - Managing Partner IQE: A tale of two JVs This research report was completed and first distributed at 5pm GMT on Friday 8 December 2017 Author: Matthew Earl - Managing Partner ShadowFall Capital & Research LLP Research Recommendation Disclaimer and Disclosures: Please note this final research report was completed and first distributed at 5pm GMT on Friday 8 December 2017. All information was up to date as of this date. Contact: [email protected] Author: Matthew Earl - Managing Partner ShadowFall Capital & Research LLP is authorised and regulated by the Financial Conduct Authority. This research report, which contains an implicit research recommendation, has been produced by ShadowFall Capital & Research LLP (“ShadowFall”), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom (firm reference number 782080). This research report has been produced exclusively by Matthew Earl who is the managing partner of ShadowFall (the “author”). The report is for your sole use and provided to you subject to legal terms which must be adhered to at all times. This final research report was completed and distributed at 5pm GMT on Friday 8 December 2017. ShadowFall has taken all reasonable steps to ensure that factual information in this research report is true and accurate. However, where such factual information is derived from publicly available sources ShadowFall has relied on the accuracy of those sources. All statements of opinion contained in the research report are based on ShadowFall’s own assessment based on information available to it. That information may not be complete or exhaustive. No representation is made or warranty given as to the accuracy, completeness, achievability or reasonableness of such statements of opinion. This report is intended for FCA defined professional clients, who are expected to make their own judgment as to any reliance that they place on the research report. It is not suitable for, nor intended for any persons deemed to be a “Retail Customer” under the FCA Rules. In addition, distribution is not intended for any jurisdiction outside of which ShadowFall has permissions to distribute research. ShadowFall does not take responsibility or accept any liability for any action taken or not taken by the recipient of a research report as a result of information and/or opinions contained in a research report. Recipients must exercise their own judgment and where appropriate take their own investment, tax and legal advice prior to taking or not taking action in reliance on the contents of a research report. Forward-looking information or statements in this report contain information that is based on assumptions, forecasts of future results, estimates of amounts not yet determinable, and therefore involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of their subject matter to be materially different from current expectations. Neither the authors nor ShadowFall is aware of any factor, subject to the paragraph below, which might reasonably be expected to impair their objectivity in the preparation of this updated research report. The authors and ShadowFall are not aware of any direct or indirect conflicts of interest, subject to the paragraph below, that might exist between the authors or ShadowFall and any issuer which is the subject of this research report (the “issuers”). In particular, neither the author nor ShadowFall has any affiliation with the issuers. ShadowFall manages an alternative investment fund (the “fund”) which inter alia takes positions in traded securities. At the time of distribution of this research report the fund holds no positions in the issuers, nor any options, swaps or other derivatives relating to the issuers. The fund may take positions in the issuers (long or short) at a future date once recipients of this research report have been given a reasonable opportunity to act after the date of receipt of this research report. ShadowFall is committed to providing services and products which are unbiased and impartial and have implemented a Conflicts of Interest Policy pursuant to FCA rules. The existence and content of this research report has not been discussed in any way with the issuers or their corporate brokers prior to completion and publication. Neither the authors nor ShadowFall has received any payment from the issuer, its corporate broker or any connected party for preparing this research report. Prior to completion and distribution, this research report has been seen by ShadowFall’s legal advisers and its regulatory advisers. For US recipients: This report is being distributed in the US in compliance with the “Foreign Private Adviser” exemption under rule 202(a)(30) of the Investment Advisors Act 1940. The information contained in this report is intended solely for institutional investors only and may not be used or relied upon by any other person for any purpose. Such information is provided for informational purposes only and does not constitute a solicitation to buy or an offer to sell any securities under any U.S. federal or state securities laws, rules or regulations. For Hong Kong recipients: This report is intended for Professional Investors only under the rules of the Hong Kong Securities and Futures Commission. ShadowFall Capital & Research LLP. All rights reserved. This document may not be reproduced or redistributed in whole or in part without prior written permission from ShadowFall Capital & Research LLP. 2 IQE: A tale of two JVs IQE is an AIM listed company, capitalised at £1.3 billion. It describes itself as the global leader in the design and manufacture of advanced semiconductor wafer products, with its products being used to produce the high performance components that enable a wide range of high-tech applications. Since 2009, IQE has: • Reported a cumulative £180.0 million in EBITDA. • Generated a cumulative £12.7 million in Free Cash Flow1. • Paid no dividends. • Spent a cumulative £59 million on acquisitions. • Raised around £166 million in capital; c. £147 million in equity issuance and c. £19 million in net debt issuance. Most recently a gross £95 million equity raise on 10 November 2017. • Prior to its recent equity raise, seen its net debt steadily rise. The headline performance of IQE portrays a company whose valuation we struggle to understand. We conclude that the market is pricing in stellar growth on the horizon. However, as the saying goes: “study the past if you would define the future”, and when we dig deeper into IQE’s recent past, we discover a range of accounting features, which increase our incredulity further. More specifically, our concern centres on the Group’s two JVs and a series of related party transactions, that appear to us to be somewhat circular. 1 The company’s reported Free Cash Flow stated in its annual filings from 2009 to 2016 is a cumulative total of £17.8 million. We estimate that in H1 2017 the group achieved a £5.1 million Free Cash Outflow. IQE defines its reported Free Cash Flow as net cash flow before acquisitions, financing and net interest paid. Our estimate for H1 2017 is derived using IQE’s definition. In H1 2017 the group reported £11.195 million cash inflow from operations, (£0.946 million) cash outflow on tax, (£9.604 million) cash outflow on investment in intangible fixed assets, and a (£5.763 million) cash outflow on purchase of PPE. Hence, H1 2017 reported Free Cash Outflow equals (£5.1 million) and therefore, cumulative Free Cash Flow since 2009 is estimated to be £12.7 million. ShadowFall Capital & Research LLP. All rights reserved. This document may not be reproduced or redistributed in whole or in part without prior written permission from ShadowFall Capital & Research LLP. 3 Summary of Findings • In 2014, IQE incorporated two companies that subsequently became JVs. • These JVs made significant contributions to IQE’s profitability in 2015 and 2016. The JVs contributed: • £8.0 million or 42% to 2015 adjusted EBIT. • £6.7 million or 30% to 2016 adjusted EBIT. • On an EV/EBIT basis, IQE trades on c. 60 times its 2016 EBIT. Sixty times the JVs’ 2016 profit would suggest that the market is attaching over £400 million in value relating to the profit generated by these JVs. • While IQE has reported significant profits from these JVs, by contrast the JVs have reported significant and growing losses. The JVs reported combined losses of: • c. £1.9 million in 2015; rising to • c. £6.3 million in 2016. • IQE has reported a cumulative £180.0 million in EBITDA since 2009. • IQE has reported a cumulative £12.7 million in Free Cash Flow since 20092. • We estimate that the JVs contributed: • £7.7 million towards (or 74% of) IQE’s Free Cash Flow in 2015; and • £7.0 million towards IQE’s Free Cash Flow in 2016. • Without the JVs’ cash contribution in 2016, we estimate that IQE would have reported negative FCF in 2016. Whereas the JVs purchase from IQE, and IQE purchases from the JVs, aside from IQE, it is not altogether clear that these JVs have any other customers. It is a somewhat circular state of affairs. On the basis of: • The joint control of these JVs; • The apparent lack of any other customers for these JVs, other than IQE; • The seemingly one way benefit to IQE from this relationship, where IQE books the profits and the JVs retain the losses; and • The cash flows from the JVs to IQE, that appear to have markedly improved IQE’s FCF. We have serious concerns about IQE’s governance, its reported profitability and sources of cash. 2 IQE’s reported Free Cash Flow from 2009 to 2016 is a cumulative total of £17.8 million. In line with IQE’s own definition of reported Free Cash Flow, we estimate that in H1 2017 the group achieved a c.
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