What is a Consolidated Financial Statement and Why You Should Care

Arqala Minor with the Prep School's
Beloved Accounting Teacher Mr. Debits
I studied hard then so I could answer your questions today.

At first blush this topic no doubt sounds like it will be a recitation of arcane accounting principles and standards complete with multiple examples of journal entries and the tracking of matching debits and credits.

I promise you it won’t be. Can’t promise much on length though.

The real point of this post is the second part of the title.

You may be thinking why should I care?

After all the accountants will do their job and “account”. 

“Why should I care anymore about this than the recipe the hummus chef at Hummus Express uses?

The reason you should care is that consolidated financials are not the financials of a legal entity rather they are the financials of an “economic entity”. 

An economic entity that the accountants have “constructed” according to certain (accounting) principles. 

From a legal standpoint, this entity exists solely on the pages of a financial report.

Consolidated financials are designed to give a picture of the position and performance of the economic entity or group.

But they can also be misleading, if one doesn't know what they represent.

In the real world, one conducts business with legal entities not accounting constructs.

One buys the stock or debt of a legal entity. One signs other contracts with a legal entity.

Contracts with legal entities are enforced against legal entities and their assets.

Not against economic entities.  

One only gets protection from the "group" if subsidiaries of the parent guarantee the obligations of their parent.

What are the benefits from understanding consolidated financials?

First, the “ships” of many a credit officer or “wise” investor have floundered on the conflation of “consolidated” financials with legal entity financials. Legal entity financials look much different than those of a consolidated group.

Assets (including cash) that appear in the consolidated financials that one thought were available to the Holding or Parent Company are not.  Because they are  assets that belong to a separately incorporated company.

One which is likely to have other shareholders (NCIs) whose permission would be required to "use" them for the Holding Company. And whose reluctance/refusal to give permission to use their "money"   to bail out the Holding Company is probably a safe bet.

Absent a guarantee from the operating subsidiaries, if you lend to the parent company or invest in its securities, you have a claim against the parent company and its assets and cashflow as reflected in its legal financials.

Second, if you understand what you’re looking at, you will be able to get a better sense of the performance of the legal entity whose stock or debt you own. And whether you should accumulate or divest. 

Sometimes you can get an insight into problems in the "group" merely by looking at the NCI share of income.  

In 2019 the NCI share of income at GFH was minus $13 million.  If we assume a 50% split between GFH shareholders and NCIs, this means that GFH also experienced a similar loss. But in GFH's case there was other income that absorbed that loss. The size of the total loss would suggest that there were problems in a major subsidiary.  KHCB would be a likely candidate.

How does consolidation work?

Consolidated financials include not only 100% of the assets and liabilities of the subsidiaries and associated companies that meet the accounting tests for consolidation, but also 100% of their revenues and expenses (thus, their net income). 

Any transactions between the "group" companies are eliminated, i.e., removed from the financials.

When subsidiaries are not 100% owned by the Holding Company, two adjustments are made to reflect the non controlling shareholders’ interests (NCIs).

On the balance sheet a single line adjustment is made on the liability side by creating a component of total equity called Non Controlling Interests. 

No adjustment is made for assets and liabilities of the NCIs on the balance sheet. If you're looking to the consolidated financials as an indication of the assets the "group" has you should not "count" those belonging to the NCIs.  But you have no idea what assets and liabilities "belong" to the NCIs.

A similar approach is taken on the income statement. A single line adjustment is made in net income for the 100% of NCI revenues and expenses by distinguishing a component called “net income attributable to NCIs” from “net income attributable to shareholders of the group”.

Keep in mind that this is a single adjustment across all the subsidiaries. If NCIs have net income of $104 in some subsidiaries and a net loss of $100 in other subsidiaries then the amount shown will be $4.  Again the absence of detail is not particularly helpful for analysis.

Also keep in mind that NCIs are unlikely to be exactly the same parties across all subsidiaries.

Let's turn to Citigroup to get real life examples of these key points with the intent to make them more concrete.

To be very clear there is no negative connotation in the choice of Citigroup.

Rather there is a rich vein of information in their 2020 FY annual report. (Form 10K) 

Compare this to Note 33 in JPMorgan’s FY 2020 Annual report. (Form 10K) which has less detail.

2020 Revenues (Page 301)

Citi Parent’s net income is shown on the extreme left. Citi consolidated on the extreme right with adjusting entries in the middle.

There are wide differences in amount in each revenue or expense category.

In the end the net income for both Citi Parent and Citi consolidated is equal at $11.047 billion. 

But the details show that there are two critical differences between the two sets of financials.

First, Citi Parent does not conduct significant business on its own as reflected in the individual revenue and expense items. Its cashflow is largely secondhand and dependent on payments from the subsidiaries.

Second, subsidiary dividends drive Citi Parent’s cashflow. And, thus, are (a) volatile and (b) subject to constraints on payment.

In 2020 Citi Parent did not receive $9.894 billion of that year’s net income in cash (roughly 90%).

And will not until the subsidiaries pay it dividends.  Until it receives the cash it cannot use it to settle obligations, make investments, etc.  

Government agencies or regulators have the right to restrict the amount of dividends that a regulated firm—think primarily FIs--may pay under various measures to "protect the financial system". 

In all firms shareholders must approve the payment of dividends through formal processes, e.g. AGM.  So one can't simply ring up the subsidiary and ask for $1 billion in dividends by tomorrow.

As to volatility, in 2019 and 2018 (pages 302 and 303), Citi Parent received dividends 10x those in 2020.  In both of those cases the dividends were more than 100% of those years’ net income.

Also look at the penultimate column on the left "consolidating adjustments".  That will give you an idea of intragroup transactions "eliminated" on consolidation.  You will also see this on the balance sheet, statement of cash flows. 

2020 Balance Sheet (Page 304)

Here the difference is even more stark.

Citi Parent had total assets of $386.134 billion, while Citi consolidated had assets of $2,260.090 billion (almost 6x Citi Parent).

Even more telling, 95% of Citi Parent’s assets were equity in subsidiaries (55%) and advances to subsidiaries (40%). Probably most holding companies look like this. They after all are “holding” equity in subsidiaries.

Compare that to the consolidated financials where there is a greater range of asset types and a greater range of liquidity as well as much larger amounts..   

That has implications when there is corporate distress.

Distress at the subsidiary level is usually but not always the cause of distress at the Parent. 

At this particular time the Parent will be even more dependent on the subsidiary for cash because it most likely has no significant operations of its own. In such a case dividends are unlikely.  Selling the equity in the subsidiary or pledging it as collateral is unlikely.  

The most likely scenario is that the Parent will have to wait for its share from the liquidation of the subsidiary's assets.

Because the Parent holds equity in the subsidiaries, it is last in the priority of payments. Senior creditors get paid first, subordinated creditors next, and equity holders get what’s left. Usually that’s nothing or close to nothing.

There is also a risk that Parent extensions of credit to the subsidiaries may be equitably subordinated to other subsidiary creditors or recharacterized as equity. This of course depends on jurisdiction and the specific circumstances/form of the extension of credit.  

If this happens, the cash flow from the subsidiary to the Parent will be even less.

Even if it doesn't,  Parent Company creditors and investors are likely find themselves at the very end of the cash "waterfall".  

Not where they thought they would be when they extended credit or invested. 

GFH Treasury Shares – More Shareholder Value Destruction on the Horizon

It’s hard to understand the “logic” being applied by GFH’s board and management with respect to Treasury Shares, particularly given GFH's weak state.

On 16 February 2021 GFH announced two proposals:

1. The cancellation of 141,335,000 in Treasury Shares.
2. The issue of 94,339,623 in new “bonus” shares.

I’ve written before that the cancellation of Treasury Shares is a direct waste of shareholder funds. One buys shares from the market paying cash and then one cancels them and receives nothing. A dead loss.

The first proposal will result in the cancellation of 45% of GFH’s Treasury Shares (total value of USD 69 million). So USD 29 million. 

A large amount for a bank like GFH that has reported net income of USD 50 million the past two years.

If approved, the first proposal will bring the total of shareholders money “whistled” away in Treasury Share transactions to some USD 161 million before 2021's TS trading losses:

1. USD 3 million in losses on 2017 TS sales
2. USD 27 million in losses on 2018 TS sales
3. USD 28 million in losses on 2019 TS sales
4. USD 51 million in losses on 2019 cancellation of TS shares
5. USD 23 million in losses of 2020 TS sales
6. USD 29 million loss on the proposed 2021 cancellation of TS shares

As I noted in my most recent post on this “strategy” it does not make sense nor does it appear to have resulted in any benefit to shareholders in general.

Imagine instead that GFH had not “spent” (or more appropriately mis-spent) shareholder money on TS. 

Instead of borrowing USD 300 million at 7.5% per annum, it would only have needed to borrow USD 140 million resulting in an annual saving on interest of some USD 12 million a year. 

An amount equal to 24% of reported FY 2020 net income!

I’ve argued that cancellation of TS is unlikely to have a material impact on GFH’s share price given the relatively small percent canceled.  And that there are other less costly ways to increase the per share price of GFH. 

But note those would not increase the value of GFH.

Once again via the second proposal GFH will undo what little effect there is by issuing 94 million new bonus shares.

GFH is a weak institution.

Low quality of earnings. Subpar ROAE. Concentration in illiquid assets. A sub investment grade debt rating. 

Poor market performance of its stock, now trading at a P/BV ratio of 0.6X

All this would seem to argue for a more careful stewardship by the Board and management of the bank.

Given all that, it is also hard to understand how the CBB allowed these proposals to be put forward.

That leaves the decision in the hands of the shareholders.

Based on the past the probability of shareholder action to reject these proposals seems low. 

Market Commentary: Archegos

Perhaps the One Call You'd Prefer Not to Get

You’ve probably read how Archegos “blew” up the market.

It sounds like the result of a deliberate decision by Archegos.

What it seems happened is that A couldn’t make a margin call, prompting creditors to sell off the pledged shares.  Billions of USD worth.  No small beer here.

Also there has been a lot of talk about Archegos' responsibility, but not so much about those who provided the explosives.

Some additional observations.

Sophisticated Investors

No so long ago, I read an article in the financial press, either the FT or WSJ, discussing the “big boys’ market”.

That’s the market for supposed sophisticated investors. 

It is generally a tenet of free market economic dogma that regulation and protections aren’t required in this market, because unlike retail investors, the “big boys” know enough to look out for themselves.

As near as I can tell, two of the big boys apparently managed to do just that. Others not so well.

Risk Management and Profit

It’s also a story about the dynamic tension in firms between those two elements.

As sadly is the case, the lure of profit overcomes the hard cold facts of risk management.

No surprises here.

We’ve seen this in Gamestock where the short positions were multiples of the free float, setting up a “classic” illiquidiity trap for the shorts to name just one of many such occurrences.

LTCM.

Greensill.

Mr. Hwang was encumbered by some past regulatory enforcement baggage. 

But redemption is possible in the market when accompanied by the right level of profit to wash “sins” away. 

The Sermon at the Bourse

Reuters had an interesting article under the title “Comeback quashed for faith-driven investor Bill Hwang.”

In it he is quoted as saying: 

When we create good companies through the capitalism that God has allowed, it enhances people’s lives….God delights in those things.

I’ve searched my copy of both the so-called Old Testament and New Testament and cannot find the Sermon at the Bourse. Perhaps I missed it. 

Perhaps, this teaching is based on more skillful exegesis than I am capable of. A not unthinkable possibility.

Analyst Disclosure: I don’t hold much with anthropopathism given my categorical rejection of anthropotheism. (See Xenophanes.)

But for argument’s sake let’s take Bill at his word.

Or perhaps I should say the Lord’s word?

A host of theological questions come from his statement.

Here are but a few.

If God is delighted at times, it seems that logically at other times He must be (a) sad or (b) neither glad nor sad.

Given the size of the reported losses at Archegos, Nomura, Credit Suisse might God be severely depressed today?

Besides the emotions of delight and sadness, does God have other emotions?

Does God feel hot or cold depending on the season of the year?

If God allowed capitalism, did He also allow socialism?

Assuming the translation of Bill’s remarks is accurate, “allowed” doesn’t seem to be much of an endorsement of capitalism by God.

God has apparently “allowed” all sorts of things. 

Not all of which are good: Brexit, Disco, Spam, supply side economics, lost matches and missed trophies by Arsenal,  Not to mention more serious events.

If all the above questions sound absurd to you, you've gotten my point about the absurdity of the assumption that got us here as well of the validity of the two "a's" above.

Investment Bank Analyst “Angst” – Bootcamp It Takes a Team (Preferably in Person)

Borstal Investment Bank UK
Had Greater Success with More Cohesive Teams

Having called out those who offered theories why IB analysts were experiencing angst, today I’m here to offer my own theory. Kettle meet pot.

In an earlier post, I described the employment “life” of IB analysts as composed of three elements: audition, apprenticeship, and bootcamp.

A military bootcamp is designed to break old individual “molds” and create a new communal one.

What does this mean?

The prioritization of a single shared mission over personal identity, individual goals, ways of thinking, whatever.

In the military “national defense” is the replacement priority mission.

The civilian is turned into a soldier whose primary goal is to fight and perhaps die for the country.

Bootcamps are generally grueling. Not particularly attractive experiences.

50 for 50. Fifty pound backpacks for 50 mile hikes. Physical and military arts training.

Some of this well required by the needs of the apprenticeship – developing the aptitude and attitude to “do the job”.

But if you look closely, much of it is of doubtful direct use in a military situation. 

Soldiers who can make their beds so tight that a quarter will bounce when dropped on them are not generally more effective than others.

Soldiers whose boots are polished to a blinding shine and whose uniforms are crisply ironed don’t necessarily do better in war than those clad in black pyjamas or wearing flip flops.

The goal of these practices is psychological.

To “break” the civilian and once “broken” turn him into soldier.

An important element in this is making the individual part of a team.

Mission first, the team a close second, individuals third,

There’s a similar process in Investment Banking.

With similar “character redevelopment” going via the process. Long hours, face time, etc.

Here the communal mission is the priority of the deal. It takes precedence over everything else.

The team is created “We are Morgan Stanley”.

This poster approved by HMG.

As in the military, there is another function to the team.  To lessen the strains of bootcamp.  To make team bonding stronger.

First, misery loves company.

When you’re working long hours, it’s comforting to see someone beside you slogging away as well. Or to hear that another team worked 36 hours straight without a break. Someone has it worse than you!

Second, hardships become badges of honor and rites of passage.

Team B may have worked 36 hours in a row, but your team has worked 37. 51 for 51.

Third, the team offers a sympathetic ear to release one’s frustrations.

They say there is grumbling in the sergeants’ mess about more senior officers.

No doubt the O-1s and the O-2s grumble about those whose O’s have higher numbers.

In the IB world one can complain to one’s peers about the behaviour of one’s team leader, the more senior chap whose dithering or change of mind caused work to be delayed or redone, the last minute “Richard” (more familiarly known as “Dick” to analysts with a few months under their belts) who came up with apparently meaningless revisions to the pitchbook extending the time to completion.  

It's "us" against the "world".

Fourth, at times the unit may be rewarded or individual team members’ distinctive services reognized and honored. 

A timely “pass”. A bump up in rank. Recognition!

In the IB world, in-house dinners are usually provided for evening work. Some times the “usual” pizza. Sometimes, depending on the team leader, more elegant fare.

It is claimed that at some firms some team leaders have non-official “bottles” from which team members would take a libation after the slide deck was finished to “seal the deal”.

A “black car” to take one home – an indication to one and to all those who might see about the importance of one’s position as well as generally being more convenient.

A team leader mentioning your name in front of your fellows. “Nice work on the slide deck. The MD making the pitch mentioned that he especially liked the graphic on the transaction structure. Kudos to you, Rupert, for the suggestion.”

A liquidity preference function – ideally the day before one of those rare off-days.  Either team member organized.  Or hosted by the team leader.

An off-campus off-day celebratory meal -- “somewhere nice” when a particularly big fish was landed. Billed (or attempted to be billed) as team development: “Lessons learned from the [Name] Pitchbook.” (Let's chip in and buy "Dick" a trip to Bosworth Field).

When there aren’t opportunities for these sorts of in-person interactions, bootcamp is even more difficult.

It's also harder to develop the sort of camaraderie among one's fellow rookies over Zoom as one would in person together in the trenches.    

Additionally, unlike a military bootcamp where one's team is all rookies, at an IB the rookie joins an existing team members of which have existing relationships with one another and the shared history of "past battles".  

Over Zoom one is on one's own among the other rookies and the veterans. 

I think that explains a good deal of the angst. 

As well, there is the human factor.

Some bosses don’t know when to lighten the pressure.

Some folks aren’t a “fit” for the demands of IB. That’s nothing against them or AA.

A note on terminology. 

“Slide deck” always sounded to me like the cruise ship deck for kids. Perhaps, it was as well that it carries the connotation of three card monte. 

“Pitchbook” sounds more congenial and substantial.  It's not a collection of slides, but a book.  

With a bit of athletics involved.  Sports is a beloved business metaphor.

And, if one had a particular rough experience preparing one, one could always “pitch” it against a convenient wall.

Investment Banking – Why is It the Way It Is? Part 4 The Nature of the Analyst Position: Audition, Apprenticeship, and Bootcamp

 

Analysts are generally hired for a fixed period.

At the end of which depending on performance and need, they are either invited to remain with the firm as associates or are bid adieu.

One can think of their stay as a prolonged audition.

As we know from watching shows like Britain’s Got Talent, competition is intense. Sometimes the judges can be direct, even cruel. 

And here there are no “golden tickets” or “buzzers” for contestants. 

It’s often an uncomfortable experience, especially since many are called but few are chosen. 

The process is designed to turn “kids” into deal generating machines.

See Part 2 of this series about the pitch intensive culture. 

Think bootcamp for an elite military service. 

It is also a crash course whose goal is to endow the analysts with the experience and skills to discharge their tasks with greater rapidity and competence. 

And at least a feigned indifference to demands on their time.  

Coming soon IB pathologies explored and explained.

Investment Banking – Why is It the Way It Is? Part 3 Marketing a High Priced Intangible Product

 

You'd Probably Find an IB Pitch
from this Duo Unconvincing

IB’s sell high priced professional services.

If you’re in the market for a car, you can nip down to the Maybach dealer and kick the tires. And then continue over to check out the latest offering from Geely. Take a test ride.

IB’s products aren’t hard physical items. 

Usually they act as intermediary between two parties in a transaction.

They help you to find buyers for that unwanted division of yours. 

Or help you find just the new division you’re looking for. 

And negotiate the “best” price.

Or investors for your debt or equity issue at the “fair” or “market” price.

By expanding the geographic or sector range of investors they may be able to lower the price. Or though nifty new instruments. 

That applies even if they underwrite because they don’t underwrite until they have a good sense of their ability to place the deal and a price range.

Success in these endeavours depends on their "smarts", experience, range of contacts as well as their ability to persuade other parties to participate in a transaction. 

So you’re looking for professional, competent, self-assured, experienced, persuasive bankers.

If they can prepare “flash” presentation materials (a “pitch book”), deliver a convincing (verbal) sales pitch to you, all the time maintaining a professional appearance, you're more likely to have confidence that they will be able to perform these same tasks with the transaction counterparties you need to have convinced.

Pin-striped suited bankers will make a better impression than the same presentation team in Hawaiian shifts. Thought the latter may make a better impression when pitching a movie idea to an entertainment conglomerate.

In other words: horses for courses.

McDonald’s pitches its offerings with a clown. IB’s don’t.

While past performance is no guarantee of the future, a track record of success (league table positions), a brand name, a team with documented experience are also selling points.

Often IB’s cut prices on megadeals – to garner market share stats. That’s why sometimes you see a plethora of banks on a deal even though they are not all really needed.

Not only is the cut of their jib important, but also the appearance of materials associated with the sale.

When you buy a Rolex, it doesn’t come in a cardboard box lined with plastic foam.

Nor is that pearl necklace you just bought at Mikimoto handed to you tucked into a handy Ziploc plastic bag.

Investment Banking – Why is It the Way It Is? Part 2 Compensation Structure: Bonus Drives Behaviour

(Investment Banker Charles Wellington III)
He's Got His Mind on His Money
and His Money on His Mind

Like other businesses IB’s are in the business of making money.  As much as possible. No surprise here.

So what’s the difference from other firms?

Investment banks largely but not exclusively compensate an employee for his or her personal revenue generation.

While investment bankers have relatively high salaries, their yearly bonuses are often multiples of the base. And thus can easily dwarf the base salaries.

Few other industries are as generous.

The more revenue one generates or is seen to have generated the higher one’s bonus.

Promotion depends on revenue generation. Those in the higher realms receive bonuses based on their team’s revenue generation along with any “rainmaking” of their own.

Generating transaction volume and favorable publicity also generates bonus “credit”.

Bosses are therefore motivated to ensure that they “pitch” as many clients as possible. So are those with their eyes on the higher rungs of the corporate ladder.

All of them are also motivated to ensure that no opportunity to pitch is lost because of “bandwidth” problems. Not enough people. Just work the ones you’ve got longer hours. And yourself - ideally.

Woe betide the boss whose team misses a marquee deal.

There is another motive: self-preservation.

In most firms, each banker has a minimum target of annual revenue he or she must generate. An amount that depends on his or her “level”. 

Miss that target and you may find a target of another sort on your back. 

And the target meter resets to zero revenue with uncomfortable regularity. 

It's not what revenue you brought the firm in the past, but what revenue you will bring today.

Investment Banking – Why is It the Way It Is? Part 1 - Introduction

 

Like Bob Cody AA Says What He Means
and Means What He Says

Recently there’s been a lot written about the plight of investment bank analysts. 

Long distance psychological diagnoses have been performed on both analysts and those who manage them. Paging Senator/Dr. Bill Frist!

Various economic theories have been trotted out and fingered as the culprits.

Deep societal analysis has shown. The weakness of youth. The enlightenment of youth. The end of the American Dream.

What I haven’t seen is a look at what are the fundamental drivers that affect how investment banking operates.

Not all industries are the same. There is no one organizational or management style that fits all. And even within industries there are differences.

Corporate organization and management style have a direct impact on how an organization behaves or doesn’t.

One more introductory comment. 

When there’s talk about “investment banking”, the names Goldman Sachs or Morgan Stanley usually come to mind.

Just to be clear: these and similar firms do more than investment banking.

What are some of the other activities?

Global client and proprietary trading. Asset management. Investment vehicles/funds. Securities research. And (shudder) now even retail banking. These all have different characteristics than investment banking and operate differently.

Broadly speaking what then is investment banking?

Capital (debt and equity and hybrids thereof) raising and placement. Mergers and Acquisitions. Structured Finance. Derivatives. And more.

In the posts to follow, I’ll look at two key characteristics of investment banking and the role/purpose of analysts with a firm. And use some of the observations to explain IB behaviour or misbehaviour.

All this meant to be descriptive not normative. 

Or, if you’d like, explanatory not exculpatory.

The three topics that I think are relevant to how IB’s operate are:

1. Compensation Structure
2. Product Characteristics
3. The Role and Purpose of Analysts

Windsors of Change - A Diversity Champion in The Firm?

Tan, Ready, and Rested

Robert Shrimsley had an absolutely brilliant article in The FT Weekend Magazine on the topic of a diversity champion for the English Royal Family.

One very major quibble. 

He mentions that currently the Family (or is that The Firm?) are primarily Windsors. And seems to suggest that a Plantagenet would be a worthy addition.

How sad when there are descendants of the House of Stuart extant to reclaim their rightful place on the throne. Or at least a share.

Who knows how such a magnanimous gesture might affect the fate (and perhaps faith) of the Union

Scotland: John Major Endorses IndyRef#2

 

Not Peter Greaves

Yaldi!

You could have knocked me over with a feather or a perhaps more appropriately a small thistle.

I read in The Financial Times today that John Major--yes, that John Major--believes “Westminister should not refuse Scotland a referendum”.

Which I believe demonstrates quite clearly that the Conservative Party does have something to offer Scotland.

An offramp.

To be fair he did go on to natter about “constitutional reform”, “devolution”, etc.

The Unionists “strong” economic arguments for the “Union”.

And that “small” Scotland would be but a minnow in the EU and have a concomitant small voice.

That is, no doubt in contrast to today?

One final comment a quote from the FT for those who have forgotten or perhaps never knew: The writer is a former UK prime minister

Bahrain Middle East Bank - 2020 Financials and 1Q2021 Financials Still in "Limbo"

24 March BMB announced that no date had been set by its Board of Directors to review and approve the bank’s financial statements for the period ending 30 June 2020, 30 September 2020, or 31 December 2020. 

As well it announced no date had been set for Board review and approval of its 31 March 2021 financials. These cannot be approved until 2020 financials are “set”.

Clearly, there is no “good” news to report. Which suggests that the news is bad.

Not a big surprise the bank is in dire straits.

But the continued delay on the financials probably indicates that things are heading further "south".

Wirecard: More Missing Money - This Time Real Money

Recommended Not Only for Its Fine Weather
But Also for Its Banking Facilities and "Discretion"

The FT reported 24 March that sources told them that Oliver Bellenhaus, late of WireCard and Al Alam, informed investigators that in 2011 he and Jan Marsalek, Wirecard’s former CF), began a scheme to shift money out of WC into “an array” of offshore accounts of shell companies in Hong Kong and the British Virgin Islands. Said account opened in 2010.

As I read this account, I suspected that many readers would think that this is where WC’s missing Euros 1.9 billion had gone.

I don’t think that this is the case.

Why?

Because it’s hard to steal what doesn’t exist.

If press reports are correct and WC was loss making, then the Euros 1.9 billion never existed. And couldn’t therefore be stolen.

These “shifted” funds would have had to be derived from other sources. And while no doubt significant, nothing close to the former amount.

Earlier I posted a detailed explanation why fiddling with the income statement requires fiddling dollar for dollar with the balance sheet (and vice versa) in my earlier post here.

Let’s look at WC’s financials from FY 2004 though 3Q19 to see if there was evidence of income above the imaginary Euros 1.9 billion. That may have produced actual cash to be stolen.

Why that period?

Prior to 2004 Wirecard was InfoGenie, a rather small call center with negative retained earnings.

There wasn’t much to fiddle with before 2004.

As the table below shows, during that period WC reported Euros 1.919 billion in net income, paid dividends of Euros 165 million, and had other adjustments to retained earnings of Euro 15 million. The dividends were likely funded via increased liabilities rather than cash flow from operations.

So, if there were transfers of “millions” as Mr. Bellenhaus is reported to have said, where did they come from?

Two likely possibilities.

Overstatement of  Expenses/Costs

Either those recognized through the income statement (expenses) or capitalized (costs).

For the former, professional services are a frequent favorite as they don’t generate a hard asset. Or business acquisition/referral fees, processing fees. 

Perhaps, imaginary fees on the imaginary transactions with the difference here is that the latter were paid in cash.

A particularly fertile ground for the latter might be the creation of intangible assets.

What is the proof of the cost of new software, other than the bill for development, particularly if outside vendors were contracted?

In its FY 2018 annual report, WC discloses it spent some Euros 86 million in FY 2018 and Euros 98 million in FY 2017 in cash for “investments in intangible assets”.

Over the period 2016 through 2017, WC’s internally created and other intangible assets increased from Euros 181 million to Euros 252 million.

Could some of these be the result of shifting funds? We don’t know.

Overpayment for Acquisitions

Acquisitions by their nature are “chunky” unless there are periodic payments, e.g., if the newly acquired company performs above a benchmark, the sellers may be entitled to a payment reflecting the greater value of the company they sold. That of course will depend on the terms of sale.

Another possibility would be fees to those who sourced acquisitions for WC, provided WC financial advice, performed due diligence, etc. This presumes such charges were capitalized as part of the cost of the acquisition rather than expensed.

Expense fiddling would a better “cover” for frequently recurring transfers than acquisitions which tend to be lumpy, particularly if the same accounts were used again and again.

It’s not clear from the FT article whether the same accounts were used over and over. 

Does “array of accounts” mean a single group of accounts created in 2010? 

Or could it mean repeated creation of new accounts?

Acquisitions would allow for larger payments in a single transaction. But it would seem that these would be handled by using a different (new) account for each acquisition rather than the same accounts. 

It would (should?) look a bit suspicious to auditors –at least I hope so—if acquisitions from different sellers and in different part of the world went to the same account.

So, if I’ve read the FT article correctly, my best guess would be expense fiddling.

With Mr. Bellenhaus’ co-operation and access to WC’s accounting records, investigators should be able to calculate the amount “shifted” and what transactions were used for cover.

Presumably, the stolen amounts were used to fund the costs associated with running the income fraud as well as to compensate the key players (like Mr. Bellenhaus) for their role.