Last week we published the MacDonald Resorts Limited Directors Report for the year ending 1 October 2020, which was only submitted this year and we believe this prevented the “Compulsory Strike-off” order. The Directors’ Report and Financial Statements for 2021 have still not been submitted, so we suspect another “Strike-off” order may be issued.
The article itself focused more on what the Directors and the Auditors had to say rather than the figures. They were not very impressive and pointed to a distinct possibility of the company folding, this was reflected in the Auditors’ summary.
Irene Parker who has a background working with figures has been browsing through them and written a quick “idiots guide” to explain them to us mere mortals. So that is where we shall start.
I am not an accountant, but I used to give seminars sponsored by the Small Business Administration (SBA), and Small Business Development Center (SBDC) at the University of Hawaii, Maui, and the Big Island Kona, and Hilo campuses. The class, Understanding Financial Statement for the Small Business Owner, was team-taught by an accountant and me, instructing small business owners on how to use financial ratios as a tool to determine when to hire, when to fire, when to expand, and when to contract.
In reviewing MacDonald’s Directors’ Report and Financial Statements for the year ending 1 October 2020 I observed the following red flags:
I was not familiar with the term “Compulsory Strike Off” issued on 2/22/2020. It is worth noting the language in the Independent Auditors Report – First Gazette Notice SCO 19593 MacDonald Resorts Limited, Publication date 22/02/2022
The Registrar of the Companies gives notice that unless cause is shown to the contrary, the Company will be struck off the registrar and dissolved not less than 2 months from the date shown.
Upon the Company’s dissolution, all property and rights vested in or held in trust for, the Company are deemed to be bona vacantie and will belong to the Crown.
Charles lists below, that of the seven Directors, five resigned (Gillies was reappointed), with two new directors appointed in January of 2022. He also mentioned in his last report, a decline in gross profit of 15% in 2019 to 3% in 2020
In America, I’ve not heard of the terminology “Going concern for at least a year” mentioned in an annual report. I don’t know if this is standard language in European financial reports, or if this indicates a not-so-stable company.
|Profit and Loss Concerns||1 Oct 2020||26 Sept 2019|
|Operating loss||(922)||1, 254|
|Gain on the sale of land & properties||
|Amounts written off investments||
|Capital & Reserves|
|Profit & Loss Account||
|Equity Shareholder funds||
Turnover represents the total invoice value of sales made during the year consisting of the sale of goods and rendering of services.
|Cost of sales||
As a former stockbroker, this is not a company I would take a position in. While there are occasions when a troubled company may make a good turnaround as a value play, I don’t see this company as being a turnaround candidate. Holding people, especially seniors, timeshare hostage is just not a sound business model and the regulatory climate, especially in the timeshare-hotbed country of Spain, is not conducive to growth.
In America, we’ve observed that timeshare resorts with draconian exit restrictions are being converted to whole-use condos due to high maintenance fees delinquencies, no longer timeshare. A good example is Wyndham Carriage Hills and Carriage Ridge in Ontario, Canada. A group of determined volunteers forced the sale of both resorts. Prepared by Irene Parker
Thank you, Irene, your brief assessment does give us a glimpse into the reality of the situation, a company that is in deep trouble and this is only the tip of the proverbial “iceberg”.
After publication a discussion began with our friend at the TCA, Irene and a couple of others, they all seemed to come to the same conclusion, it looks like the company is being prepared for closure. The point they all found which gave them this opinion was not in the text, but in the attached documents and links.
All the “Active” Directors are Accountants except for one who is a Financial Director, or is that just another name for an accountant?
This point was omitted from the first article as further research was required, it has provided some disturbing facts which do give rise to our suspicions. Delving into the records which are freely available on the Company House Website, takes you to the company “Overview” page. From there you can access other areas such as “People”.
All the directors who have been appointed resigned and their occupations are listed from the inception of the company. From each entry, you can access lists of other directorships held.
We’ll begin with the full list of Directors for MacDonald Resorts Limited, it lists 35 officers with 31 resignations. From 1989 to 1999 8 directors resigned, between 2000 and 2010 there were 16 resignations. One of the directors who resigned in 2010 was Donald John MacDonald, well he was 63 at the time.
Then from 2011, we find there were 5 resignations, of these five, one was reinstated, Robert Gordon Fraser originally resigned on 19 May 2021, and his new appointment is dated 12 November 2021.
In the report the directors are listed as:
RG Fraser details of appointment above
I Gillies Resigned 7 December 2020
SR Jackson Resigned 22 June 2020
T O’Neill Resigned 12 November 2021
AP Falls Resigned 7 January 2022
P Carter Appointed 7 January 2022
R Scott Appointed 17 January 2022
Another appointment was made on 20 October 2022 with the appointment of Hugh Gillies.
This now leaves us with four active directors, two are listed as Chartered Accountants, P Carter and Hugh Gillies, one as Accountant R G Fraser and the last as Finance Director R Scott. All the directors with sales and hostelry experience are no longer in charge, this is always an ominous sign.
During one discussion on this subject with our friend at the TCA, he explained it as a battle, Sales and Marketing V Accountants. On the one hand, you have those with experience in hotels, sales and marketing as they have usually risen up the ladder. Mike Flaskey the ex-CEO of Diamond began his rise from the sales decks of timeshare.
Then there are the accountants, who balance the books and watch the spending, I said it sounded like having a nagging Mrs. All joking aside when the accountants take over you know there is something wrong.
This brings us to the lists of companies for which these four directors have also been appointed, they seem to cover every single company with an involvement with the MacDonald Empire.
Robert Gordon Fraser has 291 appointments, AIT has only published the first four pages in the following PDF, all are MacDonald Companies or linked.
Phil Carter has 75 appointments, again they all appear to be MacDonald companies or closely associated.
Robert Scott only has two directorships, and both are MacDonald companies.
This leaves our newcomer who was not named on the report, Hugh Gillies, who has 69 appointments with all being or closely associated with the MacDonald “Empire”.
Full list of Directors, Active & Resigned
On delving into the records, it struck home the number of companies that make up the MacDonald “Empire”, all limited companies with some showing as active yet “not trading”. The first thought was obviously the similarities with the “Trotta Empire”, hundreds of small, limited companies, all now controlled by Accountants.
As with Trotta, having a huge number of companies is perfect for spiriting away assets, it has taken hours of research to just briefly look at these directors, we have not even begun to examine the filings section for each and every company. Imagine how difficult and long it would take any “investigation” to go through all the company’s financial records and find any indication of possible irregularities, a task we are seeing the Spanish Authorities struggling with over Trotta and the Silverpoint investigations into possible money laundering.
We also have to ask the question if this one company is in such a sorry state, what about all the others?
For us at AIT and our friends elsewhere, all we see are the “members” who spent thousands on the initial purchase, possibly upgrading along the way and diligently paying their annual fees. Now it appears they are the ones who are going to be targeted to “bail” out the company, we have already reported a 30% rise at one resort in Scotland and a 40% rise in Spain.
These are the same people who were forced to hand in their “fixed week, fixed apartment” for a worthless points-based membership, and to cap it all, they have no way of exiting except by paying MacDonalds a ludicrous sum with no guarantee the membership will be terminated.
We can not even see any of the “big boys” bailing them out like Wyndham has done with Club la Costa, let alone re-start the sales of their worthless club.
These “members” are “timeshare hostages” in the true sense of the phrase, being financially drained from all angles, MacDonald Resorts has for many years played the bully, it is time they paid the price.