Steinhoff International plans to dig deeper into the accounting misdeeds that brought the retailing giant to its knees as it seeks to get to the bottom of some $7.4 billion in fictitious or improper deals.
A forensic probe by PwC found that a small group of former executives — with the help of others outside the company — structured phoney transactions that substantially inflated earnings and asset values, according to a 10-page summary of the report published Friday. The deals, orchestrated over several years, enabled Steinhoff to artificially boost profits, puff-up property values and inflate cash and so-called cash equivalents.
“There are still a number of unanswered questions, particularly in relation to the identification of the true nature of the counter-parties or the ultimate beneficiaries to various transactions,” Steinhoff said in the summary. “These matters will be the subject of further investigation in order to assist potential recoveries for the group.”
The findings of the PwC investigation are finally giving shareholders some insight into the scope of the wrongdoing. Yet the brief summary provided few details, and may disappoint investors who have been waiting for 15 months since the South African retailer announced it had found a hole in its accounts. Steinhoff said the full PwC report runs to more than 3 000 pages and will remain confidential.
The report “hasn’t explained where the additional profit was going,” said Charles Allen, a London-based retail analyst at Bloomberg Intelligence. “If you’re an equity investor at the moment I suppose the only thing you are really looking for and hoping is that in some way some value can be rescued from the whole of the organisation.”
Jooste in December 2017 erased more than 95% of Steinhoff’s market value, forced billions of dollars in asset sales and unleashed a flood of regulatory probes and lawsuits.
No executives involved were identified in the summary of the exhaustive PwC probe, but Steinhoff did say Jooste hasn’t made himself available for interviews with investigators.
The phony transactions were entered into with parties that were made to appear independent of Steinhoff and its executives, but it now appears that these deals were with entities closely related to or having “strong indications of control” by the same small group of ex-executives and outsiders, according to the report. Irregular transactions with eight firms from 2009 and 2017 amounted to 6.5 billion euros ($7.4 billion), it said.
“The transactions identified as being irregular are complex, involved many entities over a number of years and were supported by documents including legal documents and other professional opinions that, in many instances, were created after the fact and backdated,” Steinhoff said in the summary.
Steinhoff also intends to seek recovery of the bonuses paid to certain individuals.
Jooste, who built Steinhoff into a global player through acquisitions from France to Britain to the US, has been in the sights of South Africa’s anti-graft police force since the scandal erupted. But the special unit, known as the Hawks, has delayed action against him while waiting for more details.
“The report is expected to enhance the investigation, which of course will lead investigators as to what further evidence need to be collected, which at the end of the day may lead to arrests,” a Hawks spokesman said by phone.
Jooste couldn’t be reached for comment as his phones didn’t ring. His lawyer didn’t immediately respond to an emailed request for comment.
At the least, Steinhoff can now proceed with preparing its 2017 and 2018 audited earnings, which will show whether the retailer is keeping sales moving as it seeks to complete its debt restructuring.
“The board and auditors are doing what they can, but the reality is the damage has been done, and we can never really undo it,” said Graeme Korner, a money manager at Johannesburg-based Korner Perspective. “The real tragedy here is the contagion effect, where a lot of value is being destroyed in other companies that can’t tap into capital markets because people are afraid.”
Here are the next steps Steinhoff’s board says it has planned:
Consideration of the findings in the PwC report to ensure that they are treated appropriately in the preparation of the group’s financial statements for the 2017 and 2018 financial years. Pursuit of recovery of losses incurred and damages suffered by the group.
Full assistance and co-operation with any criminal investigations against those who perpetrated the unlawful actions and with other regulatory authorities. Finalisation and implementation of the remediation plan, which will include bolstering corporate governance throughout the organisation. Consideration of the group’s options to address the various litigation action initiated against it.
Further detailed review of the findings of the PwC report and finalisation of the scope of work for Phase 2 of the investigation.
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