- Certified Public Accountant (CPA), Certified in Financial Forensics (CFF) by AICPA, Certified Valuation Analyst (emeritus) (CVA) by NACVA.
- B.S. Accounting & Economics, Indiana University (attended grad school, but took a standing offer from International Harvester when there was no money for grad assistants).
Coming to RJR
John left International Harvester and joined RJR in 1972 so he and his wife Shirley could return to North Carolina. His responsibilities at RJR included internal financial reporting, stockholder and SEC reporting, acquisitions and divestitures, and foreign currency accounting. John’s last position at RJR was Director, Financial Reporting.
Memorable Events at RJR
From the Sea-Land container shipbuilding era, 1970-72. “An SL-7 is a hole in the ocean surrounded by steel into which you pour money.”
Managing Foreign Currency
In 1982 our Treasury Department set up offices in London and Geneva for currency trading. For tax purposes, it needed to be a Swiss corp., but traders and others were in London. I believe the first trade was for about 140 million Marks ($60 million). That sent a ripple through the trading community due to the size and a new trader making the trade. I traveled to London as many as six times in a year and made trips to several European countries. During one trip in 1982, I was jogging around Hyde Park with Otis Scott, my foreign currency accounting manager. After returning to Winston-Salem I was watching the national news which was reporting on a bombing by the IRA that killed 11 people. From the news report, I realized we were jogging in the exact spot of the bombing two weeks earlier.
Joe Abely (CFO before Nabisco)
Otis and I met with Joe Abely to discuss foreign currency issues including a problem with Sea-Land. Sea-Land billed and recorded in $. Their customers had the option to either pay (30-day terms) in local currency or $. Of course, customers would always pay in the currency that benefited their bottom line. This option was Sea-Land’s policy and an industry standard. The best outcome for Sea-Land was to break even and the company often took a small loss. We explained the details to Joe. Joe says one of his favorite lines “my eyes glaze over” and slaps his hand on the desk and says, “Fix It!” (Okay, I’ll call a meeting of international shippers and………….)
Another Joe Abely story. I was Joe’s golf partner at an RJR financial conference held at the Innisbrook Golf Resort in Palm Harbor Florida. He probably picked me as I had a single-digit or close to it handicap at the time. No pressure (ha) don’t remember how much the bet was but recall feeling Joe’s glare as I lined up a birdie or par putt on 18 to win the match. Putt made; Joe collects.
1984 Sale of Aminoil USA
At Houston Aminoil, data rooms were set up for oil and a smaller room for geothermal. Bidders were invited to come in based on our Business Planning Department’s expected level of interest and ability to do the deal. Companies brought in engineers, etc. to review the data and make their valuations. The leased properties were disguised so that our partners were not revealed. Each bidder had two weeks to look at data.
Phillips 66 was deemed first, Shell was second, forgot who was third. On Wednesday of the second week of Shell’s time, Ty Wilson and Paul Sticht called the M&A group. Phillips had called and offered $1.8 billion. The offer was good only until 4:30 tomorrow. Phillips’ move was very astute as they knew our board met the next day. We all looked at each other and I think it was Paul Bott or Ogier Mathewes who said $1.8 was about the expected amount. Everyone nodded and said take it. Ty said great job guys, pack it up and come on home.
Somewhere there is a photo of Ogier Mathewes and me in front of the Aminoil office sign before heading to the airport as we were the last two out of Houston.
The sale was completed in 1984 and in 1985 the oil business collapsed. Houston became a city of abandoned houses and unkempt properties. One prospect I interviewed for a job at RJR said he had to abandon his home. The mortgage was underwater.
The IRS had a permanent office at RJR WHQ. They were not allowed to eat in the cafeteria because RJR subsidized it. People joked about it while sitting in the cafeteria and watching agents go out to lunch in the pouring rain.
RJRT did LIFO accounting for its leaf inventory. One of the IRS agents said RJR was doing it wrong and thought he could come up with something that would increase the tax. LIFO accounting is quite complicated, and the saying was that RJR didn’t have LIFO ‘pools’ (tax lingo) but puddles. The RJR guy (can’t recall his name) in charge of LIFO told agent he shouldn’t mess with it and the agent’s boss told him to leave it alone, but the young agent went ahead anyway. In the end, there was a $20+MM repayment to RJR. IRS had to get congressional approval to repay RJR.
More Foreign Currency
I went to NJ to talk with Nabisco personnel about foreign currency accounting. Lynn Lane, who I recall was fairly new in the treasury department went along. RJR hedged (cash flow hedge) but never speculated forward exchanges. For instance, if Del Monte made a contract (usually months ahead of delivery) to sell pineapples to a company that would pay in Japanese Yen and Del Monte was satisfied with the price, a fx contract was made and locked in cash flow no matter what happened to the currency fluctuation. RJR managed by cash flow.
RJRT (and Sea-Land, Del Monte, etc.) dealt in about 60 currencies every day. Nabisco did what we considered speculation. Ross Johnson hedged budget and earnings – cash against book.
Here’s an example of how Ross viewed fx hedging. A Nabisco UK operation paid for its labor, ingredients, etc. in pound sterling (£) and sold all its products in the UK. We did not consider this to be a foreign operation as all transactions were in pounds and no risk of exchange loss. Ross considered this a foreign operation as the £ would be translated into $ for reporting purposes. So, each year when the annual budget was approved, he bought a forward contract to lock in expected translated accounting earnings. Gambling cash to for book earnings.
I said you lost $50MM in cash last year to speculate on book earnings. He replied, “I lose one year, win another, it all evens out over time”. Ross believed it was a hedge. I’m not sure he knew the difference between cash and book. He was more concerned about how his earnings looked rather than the cash flow or stability of the company. So here is a real used car salesman.
I think it was 1985 or 1986 during a trip to England when I discussed taking an open position as European Director of Finance for Del Monte and relocating to Staines near London. I was extremely interested. Sadly, this was after the Nabisco takeover, and their finance person took the position.
KFC Sale August 1986
Started on a Saturday morning. Ty Wilson’s secretary called me on Thursday and said Ty wanted me to attend a meeting Saturday morning at 10am in the executive conference room and not to tell anyone. I assumed from the call it was about an M&A deal. Ty started the meeting by stating a decision had been made to sell KFC to PepsiCo and we were to handle the deal. I, and some others, lived in the downtown Hyatt in Louisville for the next month. RJR and PepsiCo had four floors in the Hyatt. Each company had one floor with normal hotel rooms and on the other floor, the hotel furniture was replaced with office furniture. Most of the M&A team stayed the month while others went back and forth to Winston. Normal run for the RJR air force was to come to Louisville on Friday afternoon to pick up those going home for the weekend and return with employees on Sunday night. (There were a few other flights during the week.) Since planes were usually empty on Friday and after the Sunday run, RJR families could come up on Friday and return home on Sunday night. The only time I saw my wife and son (daughter in college) was one weekend when they came to Louisville. Our son was 16 at the time and rode in the jump seat.
One room on the office floor served as our breakfast and break room. I normally saw Paul Bott (VP-Business Planning) at breakfast and discussed whatever we were working on for that day. One morning June Reichart (Paul’s secretary) came into the room and asked if I had seen Paul that morning. I had not and said that was a little strange. June said she had just seen him, and he looked terrible like he had been up all night. A few minutes later Paul walked into my office and waved the others to leave. He closed the door, sat down and said “Ty called me last night about midnight and said he had been blindsided. Board is naming Ross CEO today.” Paul said he knew he was gone as he was always tagged as Ty’s right-hand man. He said you are probably gone too. An aw crap moment, especially since I had just signed a contract to buy a second home near Pinehurst. Paul said something like what do we do now. I replied that they probably won’t fire us until we finish this project so carry on. We did and finished the deal in PepsiCo’s New York office.
Jasper Randall Gathers Fans
A funny side story to KFC project. Jasper Randle was with us in Louisville. Jasper worked mainly for the RJR executives as a chauffeur and did anything that needed to be done. He was our ‘go-to’ guy for anything needed. If you didn’t know Jasper, he was a handsome man and dressed like he had just stepped off the cover of GQ. Evidently a gospel singing event was taking place during our stay at the hotel. Jasper was in the elevator when three or four of the female singers joined him. They were, in his description, wearing white robes and carry hymnals. One of them looked Jasper up and down and exclaimed to another “Honey, I’d sin for that.” Jasper came into my office and told me the story. He said he couldn’t get off that elevator quick enough – “Those aren’t my kind of women.”
After the project was finished, my group had about nine banker boxes of paper plus various equipment. There were two of us there and I thought we could rent a van and drive back to Winston. I called the Travel Department and for some reason, Chief Pilot Tommy Orrell answered. Told him I needed a van. He said, “No way. I’ll be there with the G4 (our largest bird at the time). Said he needed the hours and didn’t want me on the road for a day. Besides that, there will be a bottle of Jack Daniels waiting for you – he remembered what I drink – nice!
RJR Board Meetings
After the Nabisco merger, I went to New York about every other month when they began alternating board meetings between Winston and NYC. My department prepared the reports for the board and Ed Robinson (CFO) wanted me there in case questions arose and/or there were actions necessary as a result of the meeting. We used the offices at 9 West 57, the Avon Building. Ohlmeyer Communications was on the floor with RJR. Don Ohlmeyer also oversaw Nabisco’s 20% stake in ESPN. I occasionally used Horrigan’s office, but was warned that nothing should be moved. If anything was out of place, Ed would demand to know who used his office. Must say that I had little interaction with Ed, but he was always cordial to me. During that time, I was reporting to Andy Hines, the RJR VP-Controller brought in by the Nabisco team, who reported to Ed Robinson.
My last M&A project was the sale Heublein to Grand Metropolitan (UK company). Heublein was headquartered in Hartford Connecticut and was the liquor company RJR acquired along with KFC. We were in NYC and as somewhat typical, the team worked all night the last night. Grand Met wanted to make the announcement in London before the stock market opened there. A five-hour difference so we finished around 4 am. One thing I learned was that the street-level activity on Wall Street at 4 am seemed to equal mid-day.
By 10 am the M&A team was headed back to Winston on a company plane. Just after takeoff, Paul Bott said “look around guys, this will be our last deal together. Ross is going to scatter us to the wind and put his on people in”. Never has there been a more accurate prediction.
Another NYC Story
Cannot recall the year but we were working on a large SEC filing and the final phase before actual delivery is review/proofing of the printing. We had a saying about S-1 filings which were voluminous. ‘If the second coming is announced in an S-1 probably no more than two people will show up and they will be from the SEC.’
The printing company was in a rough area in Manhattan somewhere near the US Customs office. So bad the printing company people told us not to go out for lunch as the cops in the area walked in twos and threes. Leo Wilkerson (RJR attorney), the Ernst & Whinney partner and I took a taxi from our Essex House office at about 2 or 3 am one night to review the printing (another all-nighter). It was wintertime and, in those days, we wore overcoats and hats and during the ride, don’t think anyone said a word. Three guys in the back seat wishing they were in bed. I paid the taxi driver upon arrival and he asks, “Are you guys customs or cops?”. I just told him to have a nice night and left him wondering.
I was asked to make the move (and offered a nice raise) when the corporate office was relocating to Atlanta in 1987. Shirley and I thought about it and made the trip to Atlanta for house hunting. Our daughter was in college and our son in high school. He did not want to move but would if he could get into one particular school. That school had no openings. The next thought was to find an apartment and go back and forth to Atlanta. I could establish residency as our son wanted (and did) attend Georgia Tech.
I told Shirley that I did not have a good feeling about this move. They are a bunch of idiots and this organization will not last. If I take the job, I get a guarantee of a two-year severance package, but that shouldn’t be the deciding factor.
Another incident put that in perspective. Shortly before the move Andy Hines walked into my office and said Jerry McMahan won’t report to you anymore. We are bringing in a man from NJ who will be the VP of public reporting. Okay, I’m a director and you’re bringing in a Nabisco guy who gets less than one-third of my responsibilities and he’s a VP. You don’t have to write that on the wall. Can we say bloated payroll?
A friend knew I was unsure about the move and said he knew of a company that was looking for someone. I took that job and told Andy I was not going to Atlanta. One of my managers had just returned from the new office building and told me my office was ready – a nice corner office, nameplate, three phones, two sofas, etc.
1987 Atlanta Accounting and Costs
Not sure how much the Atlanta move cost, but there were a lot of questions of what costs could be capitalized versus expensed that would hit the P&L. Don’t think Ross and his gang wanted to admit the amount spent; just like a used car salesman doesn’t tell all. As part of the move RJR gave the WHQ building to Wake Forest University, but the building’s electric power came from the Whitaker Park tobacco plant across the street. State law forbids a private company from selling or giving away power. So, a little hiccup for Ross – RJR had to build a substation to provide power to the WHQ. This was an added cost of the “charitable gift.” The company also paid for security for Ross’ house in Atlanta. We will never know how many hundreds of round trips flights employees made for house hunting, etc.
RJR never cooked the books, but, like any company their timing issues when looking at expected quarterly earnings. (I know expense versus capital expenditure was going to be an issue for the relocation costs, but I left before getting involved.) Cash flow had always been King at RJR. Cash is number one, not book earnings, but Ross didn’t see it that way.
One incident I always wondered about. One morning, maybe a day or two before we announced quarterly earnings, I realized somebody had been in my office and the book containing the earnings release had been moved. Always suspected someone was looking for the EPS before it was public.
I think the world would have been better off if Ross Johnson had never been with Standard Brands, Nabisco, or RJR. Looking back, my years with RJR before Ross arrived were great. The company culture and professional level of RJR personnel made it a wonderful workplace. I worked with a lot of great people, I won’t make a list for fear of leaving someone out but will say I was blessed with the world’s best secretary, Lois Church. Ross screwed up my dream and that of many others.
After turning down the offer to relocate to Atlanta in 1987 John became CEO/CFO of Specialty Retail Concepts, a publicly held retail foods company (Winston-Salem) in distress, and managed a successful bankruptcy turnaround.
He left SRC to accept an offer to become the CFO of Beaman Corporation, a publicly held modular building manufacturer headquartered in Greensboro, that manufactured and installed buildings for Exxon, BP, Hardees, etc. The connection was both firms utilized the same Greensboro attorney for corporate law. Beaman was purchased by a U.K. company that later went into bankruptcy in the U.K. and took down the profitable U.S. operations.
John then began management consulting and worked with J. Paul Sticht, the retired Chairman of R. J. Reynolds (RJR Nabisco) as CFO of Castle Springs, a bottled water and craft brewer started by Paul. John had known Paul for many years as they worked together on financial reporting for annual and quarterly reports, SEC filings, etc.
Thoughts on Paul Sticht
Castle in the Clouds was (and is) a tourist attraction in Moultonborough, New Hampshire near Paul Sticht’s summer home on Lake Winnipesaukee. Paul was asked if he had an interest in purchasing the operation and its 5,500 acres. Paul saw springs on the property and had a sample analyzed. Pure spring water. He bought the property and began a bottled water company. He pumped considerable money into the business. I was doing consulting work at the time the plant was in operation. Paul said he needed an experienced CFO for a couple of days a week. If I would join him, he would give me an office in his Salem Tower penthouse. That was a no brainer. The company grew during my tenure and a brewery was established with the brand ‘Lucknow’.
Paul’s winter home was in Palm Beach, in the private gated community of Lost Tree Village. Jack Welsh lived there. Greg Norman lived there. Average house price today price is $9 million. Paul and Fern’s house was on the golf course. When I think of their house always recall the garage with a tile floor where Paul kept his Mercedes sportscar. Played the course with Paul and his boat was named Sea Nile. One comment of Paul’s made me laugh – “if I never see New York City again I will be happy”. So will I.
I left Paul in 1999 when offered a position by an old friend and former associate at RJR. In 2003 Paul sold the water operations to a company that had Crystal Geyser brand and the acreage to the Castle Preservation Society. Paul died in 2007. I know some people had disagreements with Paul’s style, but I never had a problem. I did have one rule and passed that on to Tom Faucett (also former RJR) when he succeeded me at Castle Springs. Tell Paul something twice. If he doesn’t make the change move on.
The J. Paul Sticht Center on Aging and Rehabilitation is in Baptist Hospital in Winston. The grand opening was April 11, 1997. I attended and Paul had a long list of dignitaries in attendance. Included Shirley Temple Black (at one time on board of Del Monte), Eddie Albert, and many more. Eddie came over to my office before the luncheon, nice guy. The Sticht Center has grown. Shirley (my wife, not Shirley Temple, for whom she was named) had back surgery at Baptist in 2018 that lasted over eight hours. During her stay for five days, I checked out the JPS Center and spent some time around town, sort of like old home week.
After the Water Operation
While John was working with Paul Sticht, he was offered a position by Roger Kramer at Carroll’s Foods, a major hog and turkey producer. He worked in Turkey NC for eighteen months until that business was purchased by Smithfield Foods. Roger also worked for RJR and at one time was a manager reporting to John.
John then became CFO of Sampson-Bladen Oil Company in Clinton, a petroleum marketer that ranked in the top ten largest privately held companies in NC. That company’s divisions included convenience stores with the trade name of Han-Dee Hugo’s, bulk lubricants, wholesale petroleum distribution, and Waccamaw Transport. He left that post after eleven years for semi-retirement.
He currently works part-time offering general management consulting and financial project services associated with mergers and acquisitions, business valuations, and financial forensics. In 2019 John completed the sale of a chain of convenience stores located in North and South Carolina. He is also a consultant with Southeast Appraisal of Atlanta, GA (seappval.com).
John Allen obviously has had a long and interesting career both at RJR and after. His memory of RJR incidents is impressive, and his comments certainly give a flavor of the financial work there. Whoever said accounting and finance are boring? John even remembered buying a side of beef from me in the mid-1970s when I was in the cattle business, something that I had forgotten. I thank him for sharing his many stories of life at RJR over the years.. GAH