Steinhoff - Steinheist (Corporate Accounting Fraud)
Steinheist - Book Summary (Corporate Accounting Fraud)#
- €21.2bn - Kika-Leiner properties for €452m
- Related party transactions Talgarth Capital
- $600mn mattress firm profit - deal that never happened
- Big cash and cash equivalents amount - wechsel - an IOU
- Foreign exchang conversions always benefitting the company
These were the issues raised by Steve Booysens - head of Audit.
Austrian - Andreas Seifert - in 2007 Steinhoff bought 50% of Poco, in 2014 Seifert bought 50%. In 2015 Steinhoff finances used all of Pocos revenue as their own. Police raid
A forged signature of Seifert in 2012 about the exclusive use of brand Movelix - was shown to Seifert - who claimed to never have seen the document.
- Ben la Grange - CFO - bland trust of Markus Jooste.
- Danie van der Merwe - COO - had 6.1m in Steinhoff from R550m to R15m overnight
- Stehan Grobler - Group executive Finance
- Mariza Nel - corporate service executive - head of Investor Relations
Wiese was just old and taken for a ride by the cheating charmer Jooste.
Dirk Schreiber - Finance chief steinhoff Europe.
Monday, 4 December 2017#
Messages were all in English – a sign he’d probably crafted them with his lawyer
After the announcement onMonday 4 December 2017 that it planned to put out “unaudited results” on Wednesday 6 December - the trading desks inside Joburg’s big banks to the money managers in Cape Town, investors had begun to smell blood. Something was going awry in Steinhoff’s kitchen…
Jooste was at a wine farm: Lanzerac
FGS lawyers were in Joostes pocket. He resigned through them.
Tuesday, 5 December 2017#
He lied and told Wiese he would be there in 2/3 hours. He never showed up. Jooste emailed staff. Steinhoff prepared to tell everyone.
Wednesday, 6 December 2017#
JSE sens hit about the immediate resignation. Steinhoff down 61%.
Anchor Capital - Peter Armitage - its exposure was only about R200m – which wasn’t in the league of the money managers who were in it for billions, like Coronation or Investec – so it was easier to dump the stock.
Jooste went to Affies.
Jooste worked at the receiver and learnt every trick in the book to evade tax.
Jooste humiliated someone for bringing a cheap champagne.
> Daardie een is ’n poes
No due diligence or lawyer. A handshake and shares.
I believed that companies were being set up – special purpose vehicles – specifically to hide certain losses, and make it seem like the profits were much better than they were
The preferred currency for paying for new companies that he bought was Steinhoff’s own sharres - just like EOH
Related party dealings.
Fihag Finanz und Handels AG, registered in Zurich, Switzerland, in 1997 seemingly owned by Brumo Steinhoff. A shelf company under Fihag - Kluh Investments - bought the Knysna land from Barloworld. Fihag paid R29.5m and used a R10m loan from Steinhoff. It then sold off part of what it bought. It only used R11.5m to buy the land. It let Steinhoff use it.
Steinhoff then had a change of heart and would pay pay Kluh R159.7m - 8 times more than it paid 8 months earlier.
Who owns Kluh? SARS found that out - Markus Jooste.
Joostes Company, Mayfair, bought Kulh from Fihag - for no money - even thought Kluh had assets worth R644m.
Related party transaction - if you have somebody on both sides of a deal like this, it is considered a “related party” transaction
A lawyer is required to see that the deal is fair and reasonable.
SARS saw the forestry sale profits as income tax (at 35%) as the farming enterprise during the normal course of business. Jooste wanted the 10% capital gains tax. They took it to the High court after Dennis Davis sided with Sars. The high court rules that Kluh owned plantations, it didn’t necessarily make it the actual farmer.
Capstone 556 was another company owned by Jooste. Capstone put 18.7% into a vehicle for JD group to buy Profun who owned Hi-fi corp. Jooste convinced Citibank to do a book build for JD Group - Jooste offloaded his shares at R42.50 he bought for R18. SARS wanted to tax it as trading profit. Jooste wanted it taxed as capital gains.
SARS claimed that neither Capstone nor Kluh had bothered to file financial statements for years
Furniture business consists of: manufacturing, logistics and retail
Murray and Roberts CEO: Brian Bruce
Clidet 386 - an off the shelf company to be used as a vehicle. Unitrans shifted properties off its balance sheet and Clidet leased it back for UNitrans to use. A big chunk of cash upfront and still get to use the properties. Company has chance to buy back later. Clidet loans from Gensec and Sanlam and only needed to repay when it could. Unitrans could state the revenue of R72.7m upfront. When Unitrans became 100% owned by Steinhoff it bought back the properties from Clidet. Steinhoff paid R501.6m for the properties.
Steinhoff’s logistics arm Unitrans sold all those properties in 2002, only to buy them back five years later for 580% more than they paid
In 2005 Clidet 386 renamed itself Erfvest
Business Venture Investments 338 “holds the entire issued share capital of Erfvest”. Tellingly, BVI 338’s only director was Jooste’s son-in-law Stefan Potgieter
Then in June 2007 Erfvest transferred R316.5m to Kluh Investments
In December 2003, Steinhoff put forward a new “share incentive plan”, which saw it issue 18,903,653 “share options” to twenty of its executives at 0.5 cents apiece. At the time, Steinhoff’s share price was R6.80 per share.
The way the scheme normally works in the corporate world is that if a company’s share price is R10, their executives are given an “option” to buy shares at R10 a share, so if the price rises to R20, say, they can get the benefit of the upside.
- Jooste himself was handed shares worth R31.1m, at a cost to himself of R22,933.
- Finance director Frikkie Nel got shares worth R5.1m for just R3,763.
- Danie van der Merwe got shares worth R12.9m for R9,512.
- Jan van der Merwe got shares worth R14.9m for R10,975.
- Stehan Grobler got shares worth R5.4m for just R4,037.
- Siegmar Schmidt got shares worth R4.2m for R3,096.
Terence Craig spoke about the share inventive scheme - an example of poor governance.
In June 2008, Jooste sold Steinhoff properties to Hemisphere - a Holland registered comapny (for tax breaks).
Take Google: it first books its European advertising revenues in Dublin, then declares its “royalties” to a Dutch company, before shifting the “profit” to a subsidiary in Bermuda.
Also the double tax agreement between Netherlands and SA.
Steinhoff got 45% of the Hemisphere company for the properties - the other 55% was owned by Dolus Grundstücksverwaltungs a german company.
The way it was meant to work was that Hemisphere would then lease all the properties it owned to Steinhoff Europe, collect rent, and split the profits with its owners.
Steinhoff then bought Dolus Grundstücksverwaltungs back by issuing shares 72m. Jooste rarely ever used cash.
Fihag Finanz und Handels AG happened to suddenly get 72m.
Changing ownership also gives opportunity to revalue properties. Hemispheres properties were valued at €1.1bn in reality, but Jooste made then worth €2.2bn.
The one unyielding ingredient for thriving at Steinhoff over the decades, one seen as definitive of the business, from the warehouse manager to the executives who flew on the company jet to Poland, was “trust”.
Verify. Never trust.
Jan van der Merwe when asked for info - he said “Ask Markus”.
That’s just unacceptable for the financial director either not to know what was going on, or to let the CEO run his portfolio.
Ben would never ask the hard questions.
“opaque businesses”, “tax risk”, “weak balance sheet”, “poor disclosure”, “significant transactions with unknown private entities” and “extremely poor” quality of earnings”
In 2011, Wiese bought 33% of Brait
Not only was the company overstating its profits, it was overstating its cash flows. - Craig Butters
Steinhoff would revalue its forests and take the difference as profits - paper profits. Foreign currency translations always boosted profits.
Significant interest and profit participation in companies it lent money to.
Loans to off balance sheet companies. Steinhoff then bought the companies and wrote off the loans as part of the deal. Always once off adjustments to earnings due to the acquisitions.
Net cash flows:
- -R2.13 bn
- -R1.39 bn
Generating positive cash flows is a good company
Intangibles - goodwill and intellectual property - increased. But tangible assets decreased yearly.
Extremely low tax rate of 14% yet tax on profits was 28% in SA
Awful disclosure: “Steinhoff is the only JSE top forty company that does not take questions at results presentations”
Unknown European auditors: Commerzial Treuhand.
Weise sold his wine farm Lanzerac to a Jooste consortium in return for Steinhoff shares.
Return on total asserts had decreased dispite acquisitions.
Steinhoff’s playbook when facing trouble: obfuscate, ignore or bully
The banker - Standard Bank and sponsor - PSG Capital, would ensure nothing bad is said about the company.
JP Morgan was part of a consortium of banks – including Goldman Sachs, Citigroup, HSBC and Nomura – that had lent €1.6bn to Wiese in September 2016 so he could buy more shares in Steinhoff. Their collateral for these loans was €3.2bn worth of Steinhoff shares.
The reality is, Markus knew the intricacies of accounting better than anyone, and when you called him on it, he would just flip entirely
In theory, furniture retailing is meant to be a simple business: you either make furniture and sell it, or act as a wholesaler by buying furniture from someone, and selling it on at a margin.
Analysts at big banks could not put out bad reports as the banks wanted to broker Steinhoff deals.
Fraser Perring - viceroy research.
By the time Steinhoff exploded in December 2017, the PIC owned 8.5% of Steinhoff. This wiped more than R16bn from government employees’ pensions.
Jooste Catpured SA horse racing. Jooste had 350 horses in training at his peak a cost of R125m a year.
After the collapse - Mayfair sold the horses.
- Legal Eagle was sold to Braam van Huyssteen, the founder of Tekkie Town (which was bought by Steinhoff in 2015) for R3.2m
Steinhoff bought Conforoma in December 2010 for €1.2bn.
Conforama’s network included 186 stores in France, 15 in Italy, 13 in Switzerland, 18 in Spain and Portugal, 3 in Croatia, and 1 in Luxembourg. Conforama injected a €1bn property portfolio into Steinhoff
He decided to create:
- “African industrial company”, which would hold PG Bison and Unitrans, called KAP
- “African retail company” called JD Group, which would hold stores like Joshua Doore, Incredible Connection, Timber City and Unitrans Motors
- The European side: a retail organisation that can compete with Ikea on a worldwide basis
The furniture business became a credit business:
They showed him a Restonic Ambassador Dream Top, on sale at R4,699. The salesman convinced him to take a Masterguard mattress protector as well, so, in all, Mkhabela agreed to spend R5,078.6 But – and here’s the thing – he agreed to buy it “on credit” and pay it back over three years. Suddenly, a R785 “initiation fee” was slapped on, plus an R800 “delivery charge”, a R513 “maintenance agreement”, a R57 monthly “service fee” and R109 every month for “customer protection insurance”. Mkhabela ended up getting a replacement bed (marked at R4,699) for more than three times that sum: R16,156.
Lewis had a clause in its contracts saying that if you missed a payment, they could charge you R12 for a phone call, to ask you why.
JD Group was worth R11.3bn at the time, Steinhoff managed to get it without paying a cent - and without issuing Steinhoff shares.
In May 2011, Steinhoff “sold” Unitrans Auto (which includes Hertz car rental and other dealers) and Steinbuild (which included Timbercity and Penny Pinchers) to JD Group for R3.1bn. Sussman’s company paid this price by issuing 49m shares to Steinhoff, which gave it 22.4% of JD Group
Steinhoff “sold” its industrial assets – Unitrans and PG Bison – to KAP International, which gave it shares in payment. This took Steinhoff’s holding in KAP to 88%. Step three: Steinhoff then did a barter deal: it swapped a chunk of its shares in KAP for more shares in JD Group. The upshot was, while its shareholding in KAP was now reduced to just 62%, it got 50.1% of JD Group.
It was a sorry tale. Overall, JD Group’s loan book had growth to R10bn, but it was riddled with cancer: more than R5.2bn was “non-performing
Theo Botha said there was too little set aside for Bad debts at the AGM - management rubbished the idea.
Steinhoff wanted JD Group off the books - Steinhoff told investors that it had sold JD Group’s “consumer finance book” to an unnamed “international consumer finance provider” for an “unnamed sum”.
The announced sale of the consumer finance division . . . resulted in this division being reflected as a discontinued operation in the income statements for both 2014 and 2013. Important if you can convince auditors of that you don’t have to include its losses (or profits) in your financials. All the liabilities and assets of such a business (like its bad debts) are classified as “held for sale” in a single line on the accounts and also aren’t included in your balance sheet.
JD Group consumer finance division had made a R1.97bn loss for the year, from R4.7bn in revenues.
A company called Genesis would get a commision of €130m (R1.9bn) for negotiating the sale of JD Group to BNP Paribas. Genesis could then recycle €100m back into Steinhoff, boosting Steinhoff’s profits by that amount.
It was revealed the BNP Paribas deal was not happening. BNP didn’t want the loan book for R4.6bn - it wasn’t worth it.
In the 2016 annual report: Steinhoff disposed of JD Group’s financial services division, including insurance operations, to a European private equity consortium.
Campion Capital (Swiss Company) -> Fulcrum -> Wands Investments bought JD Group. Steinhoff lent money to Campion to buy JD.
8. Three Card Trick#
In June that 2013, Steinhoff said it had reached a deal to “acquire the entire issued share capital” of Kika-Leiner – one of Europe’s largest retail companies, with 7,500 staff, shops in 73 locations (mostly in Austria) and sales of €1.2bn. That vanished and instead Genesis would be buying Kika-Leiner for €375m (R5.5bn) with a loan from Steinhoff. Then later Steinhoff wanted to buy the property portion from Genesis for €452m (R6.6bn).
Alan Evans - the Englishman was Campions president.
Evans managed the accounts of at least 700 different trust funds.
Campion had only ever done 3 deals:
- It bought JD Consumer Finance (as we’ve seen)
- the financial services arm of Pepkor, called CapFin
- Steinhoff’s trademarks through a company called GT Branding
Tax avoiding - trademark and brand:
Set up a company in a low-tax jurisdiction (say, Switzerland) and let it buy your trademarks or brands. Then, let that Swiss company charge an immense “royalty fee” to your holding company, which allows it to squirrel the bulk of the profits away to a place where they won’t be heavily taxed.
It sold the brands for €488m. The only was GT Branding could afford that was due to a loan of $810m from Steinhoff. No one knew that Setinhoff bought 45% of GT Branding the other 55% was owned by Campion.
Portsea Asset Management called them out on the loans and Steinhoff lied saying it was to Chinese suppliers.
If you’d taken out a R5,000 loan from Capfin in 2012, you’d have to pay back R6,925 barely six months later, with fees.
Mayo -> Southern View Finance (Registed in Bermuda)
Southern View Finance’s shareholders included Christo Wiese and Brait
NCR cancelled Capfins license - Banks pulled out and Steinhoff became lender of last resort. Southern View sold to Fulcrum for R4.6bn.
Later, Campion would sell Capfin’s “loan administration” and “call centre business” back to Steinhoff.
In May 2005, Steinhoff paid £105m (about R1.2bn at the time) to buy 61% of the company Homestyle UK.
The operations side of the business was weak.
Steinhoff had €9.1bn in “goodwill” and €7.3bn in “intangible assets.
Revealed in the Panama papers.
9. The Rise and Fall of Christo Wiese#
The way it was meant to end was that Steinhoff would have controlled the STAR African retail business, which would have been made up of Pep, the JD Group and, the biggest prize of all, Shoprite. These are the cream of African retailing, clocking up more than R200bn in sales every year.
By February 1968, Pep had 18 stores, and was making R1.6m in sales; by 1969, it had 58 stores and was clocking up sales of R2.9m.
Renier van Rooyen. In 1971, a fire gutted R1m worth of stock. 3 days after Whitey Basson joined.
Then, in 1972, Pep listed on the Johannesburg Stock Exchange at R2.75 a share. Ending the day at R3.30.
Whitey and van Rooyen bought Shoprite for R1.9m (Shoprite has R1m in the bank).
- In 1999: Shoprite made just R13m in sales and profit of R400,000
- In 2018: Sales of more than R140bn, and profit of R5.4bn
In 1992 it swallowed Checkers. It bought OK Bazaars for R1 in 1997 from SAB.
Integrating advertising departments.
Van Rooyen stepped away in 1981 and Wiese took over as chairman.
Shoprite was listed on the JSE - 15% of stock went for sale.
Pep made R27.7bn in sales and R480m in operating profit in 2000.
it became big and split up. Tradehold, Pep and Shoprite.
In October 2003 private equity company Brait swooped in with an offer to buy Pep entirely for R2.1bn - delisting Pep. Shareholders did not like the deal but Wiese called all the shots – though he owned just 21.3% of Pepkor, he held nearly half the voting rights.
In April 2009, Wiese was stopped at London’s Heathrow Airport with £674,920 in cash in his bags, on a flight from London to Luxembourg.
christo wanted his money out of SA.
In 2006 Wiese was invited to Steinhoff’s financial results presentation at the Mount Nelson Hotel.
Jooste wanted to buy Shoprite in 2009.
The Lanzerac sale to the consortium for Steinhoff shares and Joostes swapping of PSG shares for Steinhoff convinced Wiese to do it. Weise became a 2.4% owner of Steinhoff.
Before merging Pepkor into Steinhoff - Wiese asked RMB to check the books. I asked them to do one main thing: check the cash flow. I wanted to be sure that there would be proper cash flow to pay my dividends.
The conditions is to remain investment grade and to maintain voting rights. Jooste had to get rid of JD Group through Campion to maintain that.
Brait and Christo sold Pepkor to Steinhoff for R62bn in November 2014 - Weise and Brait took Steinhoff shares as payment.
Pepkor was now 3,742 stores in 16 countries, annual sales of R38bn and profit of R4bn.
Cash flow was looking terrible at Steinhoff - Pepkor was needed.
Pieter Erasmus did not like Jooste, Pieter used to refer to Markus and his crew as the Bentley brigade, as they’d always pitch up in their fancy convertible Bentleys. They weren’t retailers.
JSE requires companies to disclose the SENS - brait let the cat out of the bag about the pepkor sale on 19 September. Just days before 5 Steinhoff executives bought shares:
- Bruno Steinhoff R66.6m
- Wiese R53.1m
- Marcus Jooste R25.8m
- Theunie Lategan R550k
- Frikkie Nel R80.5k
Steinhoff should have been under cautionary preventing directors from buying and selling.
FSB shelved the insider trading thing - it was in the pocket of Jooste.
The final step would be to merge Shoprite into Steinhoff to create an African retail conglomerate. As a precursor, Steinhoff had to split into two: a European company and an African company.
Basson distrusted Markus Jooste. He didn’t like the way Jooste flashed his cash around, he didn’t like that he knew little about retail, and he didn’t like Steinhoff’s businesses.
No, I don’t know if it’s a good idea,” he said when asked about a merger. “What would you benefit by putting Anglo American and Toyota together?” he added.
Basson told him: I’ve built this business for years, and I don’t want to put my staff into a structure like that. Wiese replied: Well, if I’m the majority shareholder, you can’t tell me what to do with my shares.
In November 2016 Whitey retired and Christo Wiese saw a gap.
Steinhoff knew nothing about food.
If anything, the high-quality Shoprite business will be lumped together with lower-quality apparel, furniture and hardware retail businesses.
For years Markus had been telling Christo Wiese that half of the shares under Bruno Steinhoff’s name belonged to him. It was all a fib.
Jooste did not attend the Frankfurt IPO - due to “neck pain” - knowing full well Bruno Steinhoff had been raided.
Prosecutors believed, apparently, that Steinhoff was selling assets to other companies in the group at inflated prices, then declaring these as sales.
26 November 2015 - the raid happened. Steinhoff only put out a SENS on 4 Decmeber 2022.
Steinhoff bought poundland for 466m pounds. Bought mattressfirm for $3.8bn.
We were all shit scared of America – we’d all seen how almost every South African company that went there got hammered. There was Sage, there was Discovery, there were so many. Some of the directors warned against doing this.
Steinhoff spent all of five days doing due diligence at Mattress Firm, before deciding to pay double the market price
Mattress firm ahd its own real estate inflating insider scam going. Jooste wanted to pay double the market price. Mattress firm split with Tempur-pedic (their best seller memory foam) and instead stocked sertasimmons. They started making a loss.
They had different brands, Sleepy’s and Sleep Train, which focused on different market segments. But they rebranded everything under Mattress Firm, and lost one of those segments.
Argonaut: In the short book, the biggest contributor was Steinhoff (–90%) whose share price collapsed . . . we had long been suspicious of the company’s opaque reporting, disregard for normal standards of corporate governance and value destructive acquisition policy
Under depreciating assets - most companies assets lasted 14 years that was 24 years with Steinhoff.
Preprovisions leaked back after the acquisition.
The Port Sea asset management report: Steinhoff - Empire has no clother. Viceroy plagiaurised it. The Manager Magazin report identified the core group Jooste, Siegmar Schmidt, Alan Evans and Dirk Schreiber and also the forged documents.
Wiese appeared on radio, where host Bruce Whitfield asked about the allegations. Wiese described them as “drivel” – a phrase that would come back to haunt him.
Dirk Schreiber was head of Genesis. Siegmar Schmidt was fighting with Commerzial Treuhand to get it through the books. Schmidt ran Campion Capital.
Markus Jooste bought the house from Johann Rupert family trust. There was an agremeent not to cut the trees down. Jooste cut them down.
civilised people plant trees, he growled; uncivilised people rip them out
RMB was started by Johann Rupert. He sold it to RCI (Rand Consolidated Investments).
Mouton and Jooste bought a wine farm together – Klein Gustrouw – in the Jonkershoek valley.
Jooste made an approach to GT Ferrera: Ferreira was keen. He’d be swapping his shares in an entirely domestic company, PSG, for those in a company five times larger, with international exposure. It would also be far easier to trade the Steinhoff shares if he wanted.
Mounton sold his shares in Steinhoff. GT Ferrara and the Du Toits not so lucky.
13. The Gathering#
The whistleblower sent the documents to Deloitte.
Ppeople who owed Steinhoff money, its debtors, had been given a wechsel as a guarantee by Steinhoff itself. And the effect of this, they figured out, was that it made a debt look like actual cash on Steinhoff’s balance sheet.
This was alarming. It meant that the money Steinhoff was owed by outside parties, like Talgarth, was being guaranteed by Steinhoff itself. If Talgarth didn’t pay the debt, Steinhoff was liable - therefore liabilities were understated.
the debts were cooked up to make it seem Steinhoff had more cash than it did.
14. The Reckoning#
Booysens asked Christo to resign as he would have big claims against the company - conflict of interest.
three months of Jooste’s resignation, Steinhoff’s board committees met 63 times. Yet the whole of the previous year, the board had only met four times.
Find a way to boost Steinhoff’s sales by creating “fictitious debtors” – in other words, companies that supposedly owed Steinhoff money that could be used to create false sales and cash flow.
On selling the brands to Talgarth - Steinhoff was a manufacturing company, and it couldn’t risk suppliers thinking we were competing in the retail space, or they wouldn’t supply us…a fib.
Talgarth was secretly boosting Steinhoff’s accounts to the tune of €1.2bn
Talgarth was a “debtor”, as it owed money to Steinhoff, but Steinhoff provided a wechsel to Talgarth, which acted as a “guarantee” for this debt. In other words, Steinhoff was guaranteeing its own debt. But because Steinhoff was now owed money that was backed by a guarantee, it would classify this debt as almost equal to cash – a “cash equivalent”.
Then in 2017 Steinhoff “bought” Talgarth, shifting it back onto its own books. The move was ingenious. It meant that the massive debt Talgarth owed simply vanished
The amount steinhoff paid for Talgarth would be hidden in Steinhoff’s books as an “intangible asset”
Jooste convinced the board of a “Buying Group” that the company was to give money to - to get cheaper prices and rebates from suppliers. A sham. It was a way to get loans from Steinhoff.
Head of Audit committee: Steve Booysens
Component audits auditing specific countries of reginos. Better for a single auditor.
A few months before, in August 2017, Mayfair Speculators had secretly shifted all its R1.5bn in assets to its holding company, Mayfair Holdings, in what was called a payment of a “dividend in specie”
There’s more than one hardened entrepreneur who might liken a board of directors to tonsils: largely useless, mostly harmless, but best ignored.
In September 2016, Steinhoff bought the whole of Tekkie Town for R3.25bn. Pep owned Show city.
They were paid in Steinhoff shares - not cash with a 3 year lock-in clause.
Between 2003 and 2017, Jooste took home R492.7m – including R212m in “bonuses”. Even after tax (of which he seemed furiously and philosophically opposed to paying), Jooste would have got more than R300m over those years.
SMS Insider TRading#
Sent on 30 November 2017, steinhoff told to take the current price.
- [Rob Rose - “Steinheist – Markus Jooste, Steinhoff and SA’s biggest corporate fraud] (https://www.kobo.com/gb/en/ebook/steinheist)