Friday 18 July 2014

The Pig and Pork Scam ...

Friday 18th July 2014

'Pig and pork' is the process whereby Pig Limited buys from Pork Limited, apparently at arm's length when in fact there is undisclosed or unclear common ownership of both companies. The result is that profits emerge in Pork Limited so that Pork Limited's financiers are conned into doling out more cash/finance, in effect to both companies. The auditors cannot systematically pick it up; especially if Pig Limited and Pork Limited appoint separate audit firms. And the only financial cure for both companies is that Pig Limited ultimately disposes of that which it has purchased at a profit after covering the warehousing costs incurred. Needless to add, this cure is not usually to hand in time. The practice is fraudulent. 

The definition above was provided to me by the Varlet, so I thank him for it. 

Now, how might this be applied in practice? Here is a fictitious example ... 

Let us suppose there is a company listed on London's AIM market, called Pork Limited. Pork Ltd has operations across many countries but is head-quartered in that bastion of financial rectitude that is Sofia, Bulgaria. 

Historically, Pork Ltd has reported growing revenue and profits but generated little in the way of cash. The cash was all tied up in debtors. However, debtors were not settling their accounts because the entries related to fake revenue. Fake revenue and profits continued to be reported. Debtors continued to pile up. Cash was still not generated and so Pork Ltd continually tapped the markets for finance. 

As a few years passed, the lack of cash generation and piling up of debtors became embarrassing. Debtors were being shoved in such places as trade receivables, post dated cheques, and amounts recoverable on long term contracts. So a solution had to be found. Amongst no less than say 13 subsidiaries, Pork Ltd had a wholly owned subsidiary called Pig Ltd; also head-quartered in Sofia. Pig Ltd was to be divested and the fake revenue and fake debtors were to go with Pig Ltd. However, Pork Ltd could not find a buyer for Pig Ltd (fake businesses are difficult to sell), so it sold 51% of Pig Ltd to Pig Ltd's management and financed the transaction for them. Strangely, Pork Ltd handed over, let's say €5 million in cash to Pig Ltd's management, and the terms of purchase would be that Pig Ltd's management paid, say, €10 million in instalments over say four years back to Pork Ltd for their purchase.

But Pork Ltd was still largely a fake business and with still largely fake revenues and fake profits tied up in high fake debtors. And with the promise to the market that fake revenue would go higher, real cash was urgently in need. So it tapped the market for its biggest equity raise ever, say for €20 million, with the use of proceeds supposedly for acquisitions, and working capital to support its impressive but fake growth. A little later in the year it took on a further, say €18 million, by way of debt. Nonetheless, Pork Ltd was still committed to demonstrating revenue and profit growth and needed to show cash coming in. 

Meanwhile, Pig Ltd took the opportunity to also raise debt. It raised say €16 million. So with the €5 million received from Pork Ltd, Pig Ltd had around €21 million in cash available. Free from the burden of having to demonstrate fake revenue to the AIM market, Pig Ltd's revenues dropped by say 40% in the year following divestment. This was all largely in one division, Pig Ltd's software butchery products business, where revenue fell by say €15 million or say 75%. Oh yes. €15 million. 

Back at Pork Ltd, it couldn't find any buyers for its butchery products. But it had led the market to believe that it had enough buyers to purchase say €20 million of its butchery products. So Pork Ltd got into contact with its now associate, Pig Ltd.

Pork Ltd highlights to Pig Ltd that as it has cash, why doesn't it buy butchery products from Pork Ltd? After all, Pig Ltd can always capitalise the cost of its purchase of Pork Ltd's useless butchery products on its balance sheet, and still report good fake profits. Pig Ltd's management keen to help out and mindful that they still owe Pork Ltd maybe €8 million, agrees. It might appear strange that Pig Ltd's butchery related revenues have collapsed and that it still spends and capitalises an even greater amount on butchery product development cost, say €12-18 million. Oh yes. €12-18 million. But it is in Sofia, and few will ever look at its accounts. 

To much fanfare, Pork Ltd's butchery product revenues grow by €20 million. Joyfully it collects some cash. Unbeknownst to the market most of the butchery products were purchased by Pig Ltd and the cash received from Pig Ltd. The Pig and Pork Scam continues ...

Disclaimer: The information, discussions or topics referred to on this blog should in no way be considered “advice” to buy or sell anything. The information which may be referred to is freely available in the public domain and where required the source of information is referenced to for verification. While every effort has been made to ensure the veracity of any information contained within this blog, the author accepts no responsibility for the accuracy of any information contained within this blog or for the sources of information which may be referred to. Readers are responsible for their own actions and interpretation of the information contained within this blog.

1 comment:

  1. thanks. i would love to discuss this with you. I have a suspect on a company. please drop me an email at