Luca Pacioli

 

 

In the history of business, there are no innovations more important, transformative, valuable and widely-used than Luca Pacioli’s. Yet, few know his name. He never made a fortune and likely spent most of his adult life in prayer and cloistered meditation. 

Pacioli was a 15th century Italian mathematician and monk who first codified the system of double-entry bookkeeping. This made modern corporate management possible, by providing a standardized and generally foolproof system for summarizing a business’s financial condition. Pacioli’s system of offsetting credits and debits remains very much the basis of all modern corporate accounting. 

I looked around, but couldn’t discover when double-entry bookkeeping, Pacioli’s brainchild, was first introduced to China. It is certainly pervasive now. The principles of corporate accounting, like mathematics,  don’t change as you move across national borders. In private equity investing, the process of assessing a company’s performance and attractiveness as an investment will be a function, ultimately, of its profitability and net asset value. Pacioli’s methods are the tools to determine both. 

Yet, there are times when I think Pacioli’s accounting principles are no more useful a tool in private equity investment in China than his fellow Italian Marco Polo’s travelogues are to current-day tourists visiting the Great Wall. They are better than nothing. But, you will still need to do a lot of your own strenuous legwork. 

The reason is that accounting principles are not widely applied in the management of many of the better private SME in China. They are entrepreneur-led businesses. Usually the most complete statement of the businesses financial worth is not to be found on a company balance sheet, but in the mind  of the entrepreneur. Some of this is by habit, other by design, to thwart any unwanted outsider, especially the taxman, from knowing exactly what is going on in a company. 

One example from my own work: I made a first visit to an excellent company, with a thriving retail business and brand that’s both well-established and well-known in large parts of China. I was immediately impressed and asked the finance director for the company’s last year’s revenues and profits. “I don’t know,” she replied. Quickly, it became clear she wasn’t being coy or secretive. She genuinely did not know. “Only the boss knows”, she explained, looking over at him. 

He looked momentarily baffled, as if the question had never been posed before, and then did the calculation aloud. He knew precisely how many products he manufactured last year, the average selling price, and unit profit. So with a little multiplication, we were able to get to a number. Turned out, revenues were well north of USD$65mn, and net profits over $7mn. Very solid numbers. We later brought in an accounting firm to do a trial set of financials, and in fact, the true figures were about 15% higher than that first calculation by the boss. Apparently, he hadn’t fully consolidated the results from an outsourced production facility. 

It’s a great company from every perspective – except if you’re trying to evaluate it quickly, using a statement prepared using Luca Pacioli’s principles. Anyone attempting to assess the company using such methods is going to hit a wall, right at the outset. 

The company, like many others of China’s best private firms, does not track its performance with a set of financials, or commission an annual audit. Management stays rigorously attuned to operational details, to cash in the bank, to inputs and outputs, to seizing any available economies to fatten its profit margin. Most often, none of this is ever summarized in a P&L or balance sheet. The boss doesn’t need it. He lives and breathes it every day. 

Any PE firm looking to evaluate the company needs to do the same  – spend time at the company, with the boss, in the factory, and get a feel for how the business is running. If you make it a precondition before any visit to have a set of financials, you’re going to be spending a lot of time anchored to your desk, or visiting only companies that are so hard-up for cash that they’ve spent a good chunk of money getting financials done, to please potential investors. Even in China, an audit done by a local Chinese accounting firm can cost well over USD$50,000. I’d rather have that money spent where it can do more good, like building the business.  

Some good private Chinese companies do have audited financials. They are usually the ones with sizable bank loans. An annual audit is often a covenant of such loans. But, in my experience, most good Chinese companies, with little or no debt and no urgent need to attract investors will not have the sort of financials that some PE firms want to see at the start. 

In China, a set of financials should not be an absolute prerequisite for PE investors. The first step should be to understand the business operationally, and then pay a visit, if the industry and business model both seem attractive. You learn more in two hour site-visit than you would in two days combing through financials.  Besides, any PE firm will commission its own audit, usually by a Big Four accounting firm, before it invests, during the due diligence phase. So, no one is committing money blindly. Eventually, Luca Pacioli’s principles will be put to work. The only issue is whether this is a first step, or one that comes later in the process. 

Accounting rules have enormous value.  Double-entry bookkeeping has never been improved upon, in the 500 years since Pacioli wrote the rules. But, in private equity investment in China, an over-reliance on financial statements, especially as a first-step in getting to know a company, will distort more often than it clarifies. As brilliant as he was, Luca Pacioli could not have anticipated the singular conditions and management style of the current generation of China’s successful private entrepreneurs.