Viceroy unearths Steinhoff's skeletons – off-balance sheet ... · PDF fileViceroy Research Group 1 viceroyreseach.org Viceroy unearths Steinhoff's skeletons – off-balance sheet

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Viceroy unearths Steinhoff's skeletons

off-balance sheet related party entities

inflating earnings, obscuring losses. How Steinhoff management use off-balance-sheet entit ies to obscure losses and enrich

themselves.

Steinhoff has long been under scrutiny for seemingly inexplicable factors including:

A long string of acquisitions of stagnating or deteriorating businesses whose performance seems to

miraculously improve post-acquisition, even if only on paper.

Cash flow trends that do not correspond to EBITDA.

Investigations into senior executives for tax-evasion, document forgery and fraud.

Rampant and dilutive equity raising.

Viceroys investigation into Steinhoff has revealed several concerning activities surrounding a number of at least

two off-balance sheet, undisclosed related party entities:

Campion Capital

Southern View Finance

While the existence of some of these entities has been reported by the media, their activities have not. Viceroys

analysis suggests Steinhoff uses these off-balance sheet vehicles to artificially inflate earnings:

Steinhoff has issued expensive loans to and booked interest revenue against Campion subsidiaries for the

purchase of loss-making Steinhoff subsidiaries. These revenues will never translate to cash.

Steinhoff has moved two loss-making and predatory consumer loan providers to off-balance sheet entities:

JD Consumer Finance and Capfin.

Steinhoff negotiated the re-purchase of the only profitable portions of JD and Capfin (loan administration

and debt collection facilities) while allowing losses to be incurred at off-balance sheet, related party entities

under Campion Capital.

Given these loss-making entities, such as SVF UK, are being round tripped back to Steinhoff, Viceroy believe

it is possible that Steinhoff are repaying Campions outlays through acquisition premiums (i.e. losses are

being capitalized through round-trip transactions with related parties).

Viceroy believes that, based on the contents of this report, Steinhoff should consolidate Campion Capital and its

subsidiaries given that Steinhoff bears full economic liability for these entities through loan arrangements and

exert total control through overlapping management.

Viceroy believes the facts presented in this report will bring Steinhoffs behavior to the attention of regulatory

authorities. We value Steinhoffs shares at EUR 1.29 per share, a 57% downside from close on December 6,

2017.

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Campion Capital, controlled by Jooste associate George Alan Evans and ex Steinhoff CEO/CFO Siegmar

Schmidt purchased GT Global Trademarks from Steinhoff through a loan from a direct Steinhoff subsidiary.

Steinhoff does not book these loans as related party transactions even though Campion Capital is a related

party entity. Viceroy believes these loans will never be repaid.

Southern View Finance: a Wiese entity which held two loss-making consumer finance issuers operating at

Steinhoff entities: JD Consumer Finance and Capfin. Southern View Finance received significant financial

support from Steinhoff and kept its loss-making loan portfolio off Steinhoffs books for several years before

selling them to Campion Capital. Steinhoff has recently purchased Capfin and JD Consumer Finances

administration and collection facilities, allowing the company to book further income from off-balance

sheet, non-performing loans.

Genesis Investment Management, controlled by ex-Steinhoff CEO/CFO Siegmar Schmidt purchased kika-

Leiner in deal financed by Steinhoff equity. 6 months later, Steinhoff purchased kika-Leiner Austrian

property portfolio for a greater sum it had originally financed the kika-Leiner merger for. The company

displayed no signs of any activity prior to its acquisition of kika-Leiner.

As of Tuesday December 6, Markus Jooste resigned as CEO of Steinhoff. On the same day the company

announced an investigation into accounting irregularities and that it was determining whether prior year

financial statements would need to be restated.

Contents

Background ............................................................................................................................................................. 4

Individuals of Interest ............................................................................................................................................. 4

Steinhoffs off-balance sheet entities ..................................................................................................................... 6

Campion Capital...................................................................................................................................................... 6

Genesis Investment Holding and kika-Leiner ....................................................................................................... 26

Other Issues .......................................................................................................................................................... 29

Valuation .............................................................................................................................................................. 34

Summary ...................................................................................................................Error! Bookmark not defined.

Appendices ...............................................................................................................Error! Bookmark not defined.

(EURm) Low Mean High

Earnings 1,234 1,428 1,603

Loans & investments income (184) (184) (184)

Reconsolidate JD consumer finance (160) (160) (160)

Remove non-cash provisions (30) (30) (30)

Add more depreciation (261) (261) (261)

Minority interest re Conforama & Poco (72) (72) (72)

Remove 100% other operating income (340) (340) (340)

Total adjustements (1,047) (1,047) (1,047)

Adjusted 2017 net income 187 381 556

Comp. P/E 10.4 14.7 19.5

Market Cap implied 1,941.78 5,580.12 10,836.35

Current market cap 12,932.70 12,932.70 12,932.70

Upside-Downside -85% -57% -16%

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