Vlădescu doesn't rule out a criminal complaint against Prosszer

Reporter: How do you think the major loss of approximately 39 million Euros which Romcab reported last weekend for the year 2016 can be explained, considering that after nine months, it had posted a net profit of approximately 9 million Euros?

Sebastian Vlădescu: The problem is that I can't explain that loss. The latest data I received from the Board of Directors that I have been a part of, in October 2016, concerns the 9-month results, which showed that the company was functional, profitable and had no problems, according to the business plan for 2016.

We had no records in the Payment Incidents Registry, we had no overdue loan payments, no unpaid debts to the state budget, no complaint from any suppliers that they hadn't been paid.

We were always careful for Romcab not to have debts towards the state budget and banks. We were also constantly on watch when it came to meeting the profitability, liquidity and leverage parameters agreed upon with our lenders. There were no deviations or elements that would raise my suspicions, with the exception of two figures that I have noticed and talked about with Zoltan Prosszer (ed. note: Romcab CEO, who became chairman in January), the inventory levels - 120 million Euros - and the high level of debts towards non-bank third parties (approximately 90 million Euros). But at the same time, there were about 50 million Euros, money in uncollected invoices.

Zoltan Prosszer told me that those deviations were caused by the new business model, which he had implemented, where he would buy raw materials from local customers, process them and then sell them. As far as I know, at the time of the request for insolvency, February 10th, Zoltan Prosszer said that the insolvency of the company had been requested by a creditor who had become impatient, but according to my information, he didn't mention that the company had posted losses in 2016, which he reported last Thursday, on February 16th.

Reporter: Did Prosszer inform you about the losses he was going to announce?

Sebastian Vlădescu: On the contrary, in December, when I had a meeting with the banks which he said he would attend, but he didn't, Prosszer sent me a document on a sheet of paper with the Romcab header, in which he was saying that the company had an inventory of 100 million Euros and a net profit margin of 4% the 2016 turnover.

Reporter: To clarify. Prosszer sent you a document for you to present to the banks in which he was saying that the net profit of 2016 was 4% of the company's turnover.

Sebastian Vlădescu: Exactly. Meaning about 10 million Euros in profit and a turnover of 260 million Euros.

Reporter: What was the justification of Zoltan Prosszer for implementing the new business model?

Sebastian Vlădescu: He said that he had very high domestic demand. Romcab was not borrowing any more from banks, because it had reached a limit on collaterals. Furthermore, we had decided to launch a bonds issue on the capital market. I want to mention that Romcab's business model was verified by Roland Berger. There is an Independent Business Review conducted by this institution in 2014-2015, which we have made available to all creditors, which certifies the fact that the business model is in line with the cable industry and which shows what the strengths and weaknesses of the company were and where we were supposed to intervene. Romcab's business plan for 2016 was in line with Roland Berger's proposal.

As for the audit, Romcab had as its statutory auditor "Evalex" of Târgu Mureş, but, additionally, in 2012, 2013 and 2014 the company was audited by PwC and, in 2015, by KPMG, because the loan agreements with the banks included this provision that we needed to have the opinion of one of the Big 4. The last audit received from KPMG was in fact a draft which we received on October 6th, with the results for the year 2015. So I can say that, from the point of view of the auditing and insuring the business, we have constantly taken action. The documents exist, the company has constantly been audited by a Big 4 consultant, aside from the statutory evaluator "Evalex".

For the bonds issue, "Investec" asked for a letter of comfort from KPMG as well as from PricewaterhouseCoopers. All the banks have requested that. With KPMG we had some problems last year, because we already had a statutory auditor. And we told them about that at the time they were hired, they knew who the statutory auditor was, because they had worked with it, and exchanged information with it.

On November 28th, Prosszer told me that KPMG had become more reasonable, which meant we would get the audit. Later, I heard that Prosszer did not pay KPMG for the audit.

Reporter: There is a KPMG audit report which was supposed to be sent to the International Investment Bank (IIB), one of the creditors of Romcab, back in November.

Sebastian Vlădescu: Yes, there is. I have the draft. It isn't signed, because I don't know if it has been paid. My last information was that it wasn't going to be sent because it hadn't been paid for. Prosszer and I met in the beginning of November, in Moscow, with the IIB, to talk about a new loan of 12 million Euros. They said that under no circumstances could they give us the money by the end of the year, but that we could start discussions about it starting in February 2017. They did set one condition, meaning that they asked for a partial audit, for the first nine months of 2016, and the audit for the year 2015. We had already sent all the data up until the month of September, which was according to plan and we were supposed to send in the data for the remaining months of the year, the cash flow and the business plan for 2017. It wasn't sent. I did not receive it. I didn't get it, the IIB didn't get it. And no other lender got it. I also talked to Piraeus Bank and it had the same problem, that they weren't getting information. I have sent summons to the executive management to provide data to the Board and to the banks. They didn't, as far as I know.

Reporter: When was the last audit from the ANAF?

Sebastian Vlădescu: There are the monthly audits generated by Romcab's request for reimbursement of VAT. When a company requests the reimbursement of VAT, an audit from the ANAF automatically occurs. We had requests for VAT reimbursement and compensation of debts in 2016, in order not to owe the state any debts. From that point of view, what the Board of Directors was seeing was that "Romcab" was a functioning company that was growing in line with the provisions of the business plan.

I want to make a mention here: I have never had any talk with Zoltan Prosszer about any defrauding of the company, about any operation where the money would be taken away and someplace else.

Reporter: Such as for instance, an operation of moving money from Romcab to Cyprus or another tax haven ...

Sebastian Vlădescu: Personally, I have never had a discussion with Zoltan Prosszer about any illegal transfer of money from Romcab, about making the company weaker or defrauding it. All the talks with the Romcab executives were about how to make the company grow. Including on the Board of Directors of November 28th, 2016, the last that I participated in, we talked about ways to develop and finance Romcab. I was one of those who have expressly asked for Romcab to be listed on the Stock Exchange, when the Rasdaq was closed, precisely for transparency.

I don't feel in any way that I have done anything against investors' interests. In six years, since I begun working for Romcab, it has grown from 10 million Euros turnover, to over 200 million Euros. The business plan for 2016 stipulated that we were supposed to have a turnover of approximately 240 million Euros. In the Board meeting of November 28th, 2016, Prosszer announced that November and December deliveries of products would amount to approximately 30 million Euros/month, which would lead to a turnover of more than 250 million, in line with the profitability parameters, namely the EBIDTA and the gross profit. At the end of last week Romcab announced total revenues of approximately 222 million Euros in 2016.

Reporter: What happened in the last few months at Romcab? Why haven't the employees been paid?

Sebastian Vlădescu: I have not received any information about employees not being paid, neither officially, as a notification by the Board nor in the form of any complaint. It was only in January 2017 that I found out, from third parties, that there were wages that had not been paid in three months. I am very ashamed when I think about those people, who didn't get their Christmas salaries.

Reporter: Didn't the executive have the responsibility of informing you in the event of problems?

Sebastian Vlădescu: Yes, the executive manager, the CFO and the CTO, they are automatically expected to inform the members of the Board of Directors.

Reporter: And they didn't inform you.

Sebastian Vlădescu: Never.

Reporter: What documents have you asked for from the executive management of Romcab for the meeting of the Board of Directors of November 28th and you didn't get? I understand that they said they couldn't give you the documents because of the delays in implementing the IT system.

Sebastian Vlădescu: I have asked for the October trial balance, the business plan and the cash-flow for the "worst case scenario", which would have been the situation where we wouldn't have accessed additional funding for 2017 and the last months of 2016, I have asked for the state of inventory, based on age and type, meaning whether they were finished products, raw materials, intermediate products, products on the assembly line.

I asked for a status report on promissory notes, issued and due by the end of the year. I didn't receive anything until December, when a so-called partial cash flow for the last days of December and the beginning of 2017 was sent to me, and a list promissory notes coming due in January. I immediately asked for explanations concerning the notion of partial cash flow, the mistakes in the document in question and the discrepancies between the so called cash flow and the due dates of the promissory notes. I did not receive any pertinent explanation from the executive management team, which is when I asked for the dismissal of CFO Dana Neţoi.

Reporter: Why did you ask for the report on the situation of promissory notes? Was that something you did all the time?

Sebastian Vlădescu: Zoltan Prosszer has begun mentioning the problem of payment orders. I said that it was in fact a cash flow problem and I asked him for a report on the situation of cash resources, together with the promissory notes, in order to see how that problem could be fixed. On November 22nd, I received a cash flow estimate, which stated that until January 1st, 2017, Romcab was in the black, that there was no deficit. In that discussion of November 28th, Prosszer told me that the estimate was pessimistic, that he had taken into account the worst case scenario.

Reporter: What is your explanation for the results of 2016?

Sebastian Vlădescu: As I have already mentioned, I can't understand it, I hope that the trial balances for the months of October, November and December are going to be sent to me in order for me to get a picture of what has happened inside the company and where that loss is coming from. I continue to believe that I have done my job according to the mandate that I had and in compliance with the information that I was receiving from the executive management. According to my information, there has been no problem within the company, until the end of September. I have never been informed about the failure to pay salaries, about overdue promissory notes. Until December 27th (when I was contacted by the IIB concerning an arrear of approximately 180,000 Euros, which was paid by December 30th, 2016), I have not been informed by the executive management or by any bank about any default incident. 2017 was going to be the year where things would be rebooted. We were about to finish repayment of the investment loan taken out from EximBank, we would be done with the payments towards BCR, we had reduced the number of banks we were working with and we were set to, by February 2017, get financing from the IIB in order to increase the share capital. I am embarrassed that in November, we talked in Moscow in an extremely professional manner with the IIB representatives about the new loan, we agreed on the terms of the new contract, on principle, and then it was going to be implemented once the bank received the information, including a partial audit for the first nine months of 2016, as a prior condition before any drawdown. At the time, we didn't have any information which would show that Romcab wasn't bankable. The same statement applies to the talks we were having with Piraeus or with stock market investors who had received a mandate (Investec, Oekoinvest, BT Capital). All of them were waiting for the current financial statements together with the business plan and the cash-flow for the year 2017 and the audit reports for the year 2015 and for the first nine months of 2016. That information was never provided by the executive management. I cannot understand what happened between September and December, try as I might. I want to read the annual report, read the trial balances for October, November and December, because there must be a discrepancy somewhere. I have asked for that information, I want to talk to the lawyers about how to obtain it. But in December, Prosszer restricted my access.

• "One of the things we were talking about was building a warehouse where the inventory used as collateral for each lender would be stored separately"

Reporter: There are complaints that the inventory put up as collateral did not exist. Who was supposed to audit that?

Sebastian Vlădescu: Swiss firm SGS was hired by Romcab to certify to banks the inventory which had been financed by each individual bank. There was actually a discussion about how SGS was the most expensive and that we should be hiring another company, but in the end we decided to work with the biggest company in the world in that line of business.

We were working with banks through trade finance loans. For instance, we would take out a one million Euros trade finance loan, guaranteed with a cash collateral or with assets of the company or guaranteed by Eximbank, as well as copper inventories. All that million Euros would do would be buying copper again. The role of SGS was to come in and confirm that Romcab had bought 1 million Euros worth of copper and that it is inside the plant. Once concluding a contract with the bank, Romcab would assign to it the revenues from some beneficiaries. Once you issued the invoice, you would take it to the bank, which would give you money based on the fact that it had an amount to collect from one of the customers, let's say Delphi. The customer would owe Romcab money, and Delphi, through the foreign factor, which would confirm that the goods have reached the beneficiary, would send the invoice and announce it would make the payment. The bank would release the money , but not to Romcab to do with it as its pleases. The bank would pay for the copper. Once the payment from Delphi came in, the bank would close the circuit.

Reporter: In fact, the money wouldn't go through Romcab at all.

Sebastian Vlădescu: Exactly. The copper would arrive from the supplier, be processed, go to the customer, the invoice would be discounted at the bank, which would pay the copper again and pay the equivalent value from the customer. This is the classic trade finance circuit in action.

Reporter: When did SGS conduct the last evaluation?

Sebastian Vlădescu: I think it was for the month of September. I participated in the first talk with SGS, with cu Eximbank, when it was established who would be making the evaluations of the inventories used for the banks. As the company was growing, we were also discussing the building of a hangar that would include enclosures for inventories.

Reporter: There are rumors that Romcab would use the same inventory to show to banks, meaning it didn't have separate inventories for each bank.

Sebastian Vlădescu: That is the responsibility of SGS. If inventory disappeared last year, then SGS should have announced that.

Reporter: What is the status of the investment loans?

Sebastian Vlădescu: Loans taken out for investment purposes have been almost completely repaid. Eximbank still has to receive the payments for the year 2017 and of course the payments for the purchases made through leasing. The Acăţari plant exists, I have seen it with my own eyes. The new equipment from the old factory exists, each year's sales are certified by the statutory auditor as well as by one of the Big 4 auditors. There have been no fictitious sales, or fictitious invoices. There has never been the sensation that something illegal exists. The only thing that we would talk about constantly was that customers were always pressing us for more product. We were wracking our brains on how to increase production. That is where I disagreed with Prosszer. In my opinion, I have always thought that there were internal reserves, that it was better to speed up the inventory turnover.

Instead of working with inventory of 100 million, I think it is better to work with inventory of 50 million and have the other 50 million constantly doing turnover.

In the cable industry, there is a problem that concerns the size of the series. Series are bigger cable quantities.

We had 3000 sorts of cables. A cable requires between 2 and 8-10 moves from one machine to the next.

If you move the cable ten times and make two tons, you lose money on each movie. If you move the cable twice and make 20 tons, you spend the same money. If you make two-ton series ten times, you lose ten times more money.

So you need to make big series, large volumes. Our idea was to always work with foreign, large, certified customers. And Romcab has very consistent customers. With one exception in 2013 or 14, Romcab did not have any problems collecting from foreign customers, as it has major and reliable customers such as Leoni, Delphi, Faber.

• Banca Transilvania had transferred Romcab to the work out department

Reporter: Why has Banca Transilvania moved Romcab to the loan work out division?

Sebastian Vlădescu: I tried to clarify what this transfer over to "work out" meant. I asked Prosszer if it was a problem that they moved us over to that department, but Banca Transilvania continued to extend our loans. When you move a borrower to the "work out" department, you don't extend their loans, if they're in trouble. I even talked to the management of Banca Transilvania. They told me that they have restructured their departments. What is certain is that I didn't get any information aside from that transfer and the agreement of the bank to exit the list of lenders some years from now, and the reason provided was that the bank wanted to focus on small and medium enterprises.

• Three questions raised around the Romcab insolvency request

Reporter: A few days before Romcab declaring its insolvency, the shareholder structure of Sadalbari, the majority shareholder of Romcab was changed, and Sadalbari has pledged its stake in the cable maker to an offshore in Cyprus - Stareal Limited. Romcab subsequently announced unexpected losses, on which the ASF has asked it for explanations as well.

Sebastian Vlădescu: Our discussion is the result of the fact that these things have actually happened. In the beginning, I wasn't planning on making any statements. I can't do anything about the fact that investors on the Stock Exchange feel that I am to blame for what has happened. Personally, I know that everything I have done has been transparent, legal and to the benefit of the company. Just like I didn't expect someone to thank me when the stock rose from 2 lei, to over 8 lei, I don't expect anyone not to curse me now.

But from my point of view, three very important and serious events have occurred that you have already mentioned. The first concerns the transfer of his Sadalbari shares by Zoltan Prosszer to Roxana Târcă, which I don't understand. Moreover, on January 14th, I received from Roxana Târcă (the representative of the investor relations department of Romcab), a paper by which I was being proposed to become a shareholder in Sadalbari, as Prosszer had promised and written to me, in the last five years, that we were partners and that that partnership would be eventually made formal.

Reporter: Were they proposing that you buy into Romcab or that you become a shareholder in Sadalbari?

Sebastian Vlădescu: I was supposed to buy them, for a very low price, because it was about the shares in Sadalbari, not Romcab stock. For six years he did nothing, except talk, and I found it strange that he would make that proposal on January 14th, when we already hadn't been speaking for about a month and a half. What purpose did it serve? What was the point? Selling me shares in a company that he would declare insolvent. Why would I become a partner with him, when he wasn't even talking to me anymore?

Reporter: Why did you have a fight?

Sebastian Vlădescu: We didn't fight, because we didn't have the time to do so. He stopped answering my phone. In good faith, in November, I personally lent Romcab 100,000 Euros for eight days, from 2 November 2nd to November 10th. I have documents signed with Zoltan Prosszer and with the seal of Romcab. I wanted to help the company because a Swiss supplier had obtained a judicial ruling in its favor and had foreclosed on Romcab for 2 million Euros. And Romcab needed liquidity to avoid having its production cycle being affected. I lent him 100,000 Euros, I understand that there are other people who have lent him more. On November 28th, since I hadn't received anything, I asked Prosszer for the money. I had borrowed that money myself, even though all my accounts were frozen because of my investigation by the DIICOT. At one time, I actually considered accusing him of fraud, for signing an agreement which he did not honor. The moment when, after the board meeting of November 28th, I told him that he had to give me back the money, because I had actually borrowed it myself, he said he would give it back to me in 3-4 days, even though he was already three weeks late. He was actually angry that I was pushing him. In the end, in December, I only received about 100,000 lei (about 22,000 Euros).

Reporter: What is the second thing that got you wondering?

Sebastian Vlădescu: The second event, which this time, wasn't just completely surprising, it was already a red flag, was the moment I found out that he had pledged his Romcab shares to a company in Cyprus, Stareal Limited. As a majority shareholder you can take out a loan, use it as collateral, bring the money into the company, plug up the holes and move on. That would have been a decent and honest operation. But if you pledge those shares, where did the money go? That sounds shady, opening an insolvency proceeding while hiding your shares. And what is even stranger is that I found that that company in Cyprus had previously had ties to Zoltan Prosszer, as there was even a criminal and fiscal investigation around it.

Reporter: What amount are we talking about in the investigation by the ANAF?

Sebastian Vlădescu: I don't know, a few million lei. Additionally, there had been a criminal investigation concerning what happened in the previous Paneuro insolvency, which eventually ended with the case being closed.

Reporter: Did you know Prosszer had been criminally investigated?

Sebastian Vlădescu: He told me when the case was closed that he was finally rid of a problem that was a constant thorn in his side. He did not tell me that it was a criminal case. When that case ended, he said it had been a thorn on his side.

Reporter: It is strange that he is pledging his shares which have seriously devalued anyway. Sebastian Vlădescu: It is strange to hide something that is almost worthless and to do so with a company that has been investigated before. It is beyond my comprehension. Why would anyone say that and what is the usefulness of such an operation? I can't understand why he acted like that.

Reporter: The third strange thing?

Sebastian Vlădescu: The final issue is the balance sheet which was published last week. Given the balance at the end of September, I can't understand how a company can post such a big loss, in three months.

A company can lose if it sells below cost. Up until September it was profitable. Everything he was buying, he would sell and the same model had been certified one year ago, and two years ago, and three years ago as well. It wasn't something that was called in question at that time. To say that he took out money and transferred it out through fictitious expenses, that is already fraudulent bankruptcy, theft. That is why I am currently discussing with lawyers. If he has made fictitious payments, that is an offense. If he has bought commodities from the regular suppliers and they have delivered the goods, that is something normal. In that case there is nothing to file a criminal complaint over. If he paid for buying raw materials from new, unusual suppliers without insurance, and they did not deliver, then that is a problem. That is what has caused me to have a talk with your newspaper and one with a law firm, to find out for sure what I have to do. If the inventory is there, it is not a problem, as the price of copper is rising. And the issue of the inventories must be resolved by SGS.

Reporter: Are you aware of any consulting contracts with some "stranger" companies?

Sebastian Vlădescu: No. He has a consulting contract with my company, but he hasn't paid it. He even gave me in writing that he would pay me a bonus. On November 28th, he wrote to me that he would pay me by the end of the year. He didn't pay me anything.

Reporter: Do you intend to take some action? Bring a complaint against him?

Sebastian Vlădescu: I don't know for now, I have to talk to the lawyers.

Reporter: With the first information about the unpaid promissory notes, information has surfaced that Morgan Stanley made its exit from the company.

Sebastian Vlădescu: That is completely unrelated. I talked to Morgan Stanley, in order to have them as partners, I tried to get them to have a man on the Board of Directors, about three years ago. They very clearly told us that Romania didn't interest them and that they wanted to sell their portfolio.

Reporter: Is there a connection between Călin Popescu Tăriceanu and Romcab, through you?

Sebastian Vlădescu: None. Tăriceanu and Prosszer were associates 15 years ago, they went their separate ways many years ago. I met Zoltan Prosszer around that time. Prosszer came to me on his own in 2010, he showed me the business, I was not convinced at first, and then I gradually got involved. I repeat, there is no connection, no contract of any kind, no advantage of any kind for Călin pertaining to the Romcab business. Just disadvantages when it comes to the public perception.

Reporter: Can Romcab be considered a company of the intelligence services?

Sebastian Vlădescu: No. In any case, not to my knowledge!

Reporter: There are people saying that if it wasn't for you, Prosszer couldn't have borrowed so much money from banks, with that kind of collaterals, and that you are involved in this scheme. What is your comment on that?

Sebastian Vlădescu: It is certain that I have been involved in the development of Romcab of the last few years, and in everything that pertained to the growth of the business, including financing. All the financing has been made with the approval of the General shareholder meeting, and no one has opposed those loans. The conditions demanded set by the banks and the level of the securities for the loans are very good.

Eximbank together with the IIB, CEC and Banca Transilvania can become the owners of Romcab.

Reporter: Zoltan Prosszer hired three new employees in the accounting department, last year.

Sebastian Vlădescu: Those people were necessary because a new software has been implemented. Moreover, as the turnover was growing, we had a staff shortage in accounting at Romcab. I still say "we", because for me, this company has been just like my child. It has been very interesting working there, making the business work. I have often asked for the CFO to be replaced. I have hired a human resources company to find us a CEO and a CFO. I had already begun wanting Prosszer to stop being CEO a year earlier. The deal was that he would no longer be CEO after the end of 2015.

Reporter: What are your complaints about the CFO?

Sebastian Vlădescu: I had two problems with him: he wasn't providing me with information and he would provide me with incomplete or strange information and I had to tell him that they weren't alright. For instance, the last document I got from him was called "partial cash flow". I asked him what that meant and he said that was the model that was used when working with Banca Transilvania. That was not an answer. I asked for the complete cash flow. And on top of that, the correlations in the partial cash flow were incorrect. In the end, the problem was caused by the fact that the IT system wasn't even implemented and the work was being done manually. We were told that in January the system would be operational and we would have the numbers. I told them that I wanted written statements, not verbal reports.

Reporter: You had decided to leave the company yourself, starting with January 1st, 2017.

Sebastian Vlădescu: I wanted to leave strictly for perception related reasons, in June 2016, when the criminal investigation against the company was launched. Back then I thought that I shouldn't be staying, as in order for the company to grow it was absolutely necessary to finance itself through the domestic and/or foreign stock market. You can't have an issue prospectus where it says that the Chairman of the Board of Directors is involved in a criminal investigation. Prosszer asked me to stay until the end of my term. I have repeatedly claimed that in order for the company to grow we need the stock market, that we need to have the company move from an entrepreneurial system to a corporate one, based on rules and procedures and that we need new people, professionals to lead the company. It has been a constant struggle between me and the majority shareholder. That struggle, as I have previously mentioned, was strictly related to the way that we viewed the development of the company. We have had any talks about any intention to commit fraud.

I won't run away, I have no intention of hiding, I have no intention of disappearing. I am here and I am going to answer for what I've done.