BDO International – Yellow Card or Red Flag?
If you’ve been reading me for a while, you know that I pretty much stick to discussing the largest 4 audit/accounting firms. This is for practical reasons – keeping my sanity in dealing with so much information – and to be realistic. Put the three next tier firms in the US together and they don’t equal either the critical mass in terms of experience and infrastructure nor the client/revenue base of any one of the Big 4. They will never, either individually or collectively, be able to step up and absorb the detritus from another Big 4 firm failure, either in the US or out.
That doesn’t mean the next tier don’t serve the clients they have well. Mostly. Just means that the next tier are not ready to play in the same pitch as Cristiano Ronaldo. (Front page photo/Portuguese.)
Or even Ronaldinho. (Brazilian) (Pictured here with Ronaldo the Brazilian)
And this conclusion is drawn before you consider the considerable litigation threats each one faces. RSM and Grant Thornton both have Madoff exposure and Grant Thornton also has Refco. And BDO, well, in addition to Madoff exposure, there’s the BDO International litigation and the judgement against BDO Seidman US for Banco Espirito Santo. You’ve heard of zombie banks? Well, BDO in the US, at least, and potentially overall if the case against BDO International is also won, is a zombie audit firm.
So I’m constantly amazed to find Grant Thornton’s CEO Ed Nusbaum acting as the designated spokesboy for the accounting industry. He probably drew the short straw at the last Center For Audit Quality back room with cigars and cognac pow-wow. And I’m incredulous to see Jeremy Newman of BDO International still huffing and puffing a seemingly progressive and transparent patter with whomever will interview him.
Now, that’s no slight to my friend Dennis Howlett. I was genuinely chuffed to see Newman post a comment to Dennis’ blog. Dennis blogged about Newman’s “candid” admissions in his Huffington Post blog post regarding the auditors and mark-to-market accounting.
“It is easy to look at the details of the accounts with hindsight and see how banks results were boosted by certain transactions. The transparency required by current accounting standards ensures we can see how banks were affected by increases in the market values of financial assets. However, it seems no-one realized the fragility of the markets in such securities. When problems first emerged in the sub-prime debt market, no-one was prepared to recognize the scale of the impact. In reality, we all looked for reasons why the problem would not be contagious.
Should accountants and auditors have identified these issues? Should regulators have realized the vulnerability of banks’ capital and reserves? Should governments have recognized that a problem in one bank would affect others? The answer to all these questions is “probably.” We believed that real value was being created by these new financial instruments and wanted to believe that the “good times” were here to stay…”
My comment in Dennis’ original post responds to this Pollyanna-ish pronouncement.
“Unfortunately, I don’t agree that any of the Big 6 firms are “recovering” from the intoxication with good times at all. All you have to do is observe closely, which I am, all the reductions in force and other cost cutting moves they’re making because of the way they say they indulged themselves with too many resources and overhead during the good times.
Although I value the candour exhibited by that emphatic “probably,” I’m less ecstatic about the firms’ complicity in the creative accounting we are seeing at Citigroup, for example…
Inspired by Mr. Newman’s seeming desire for a conversation, Dennis grabbed the bull by the horns, or the CA by the short-hairs, and asked for a meeting. And he got it.
I helped him draw up some questions and was excited for him.
On May 15th Dennis interviewed Mr. Newman in London and tells us he spent two hours shooting the bull with Newman, a man he already admired for his candor. His post, Jeremy Newman, The Cautious Maverick, begins with some flattery.
“I also had the sense I’d be meeting a person willing to speak with passion for a profession that I and others believe needs to change. It is perhaps a reflection of the liveliness of our discussion that what was meant to be a one hour meeting turned into nearly two hours of debate that only ended because we each had other things to conclude that day…”
To Dennis’ credit, his first question is the toughest one: What of the BDO franchise?
In light of the crippling Banco Espirito Santo judgement against their US firm and the impending trial for BDO International to determine their culpability in this case, I’ve said BDO US is already dead.
“He was unequivocal: “It will be dealt with and we’ll move on. And no, we’re not at any risk.” I have no reason to disbelieve him…”
Well, I have 521 million reasons to disbelieve him. That’s the number of millions BDO has to pay. It’s already been adjudicated in the BDO Seidman vs. Banco Espirito Santo case. They lost. They’re hanging on by the thread of a desperate appeal. At the time of the judgement in August of 2007, a mere two years ago, mandatory discovery revealed that they could not pay it. It would break them.
Jury Awards Rise Against BDO Seidman
“A jury on Tuesday ordered the accounting firm BDO Seidman to pay more than $351 million in punitive damages in a negligence case, bringing BDO’s potential liability in the case to roughly $521 million, an amount the chief executive said threatens its operations.
The Florida jury had found BDO negligent for failing to find extensive fraud in its audits of a financial services company backed by a Portuguese bank. The amount will be added to the same jury’s award of $170 million in compensation to the bank, Banco Espírito Santo.”
““The big problem is a single case can bring down a big firm,” University of Georgia Professor Dennis Beresford said. Firms such as BDO Seidman typically distribute most of their profit to partners each year, leaving little in reserve for large legal judgments, said Beresford, a former chairman of the Financial Accounting Standards Board. ”
So what’s changed in two years? Has BDO, in this period of pre-recession and recession, sold enough profitable services, asked partners for more capital, and begged, borrowed, or worse enough to cover the judgement if they lose on appeal? Given the lack of transparency of all the audit firms with regard to actual profits and reserves for such contingencies, it’s hard to know for sure.
In the year ending June 30, 2008, BDO’s US firm had revenues of $659 million and claims 81 percent cumulative growth over the past three years (2005-2008). But how much profit? The profit margin for the year ended 2007 was 30%. If the numbers are accurate, how much could they have set aside since? Would you lend money to an accounting firm to pay a judgement?
“Jurors were given financial statements indicating Chicago-based BDO made a $176 million profit last year after collecting $526 million in revenue, up 25 percent over the previous year.
BDO chief executive officer Jack Weisbaum testified the firm has about 2,800 employees and its 250 partners made $131 million in total compensation last year.
“The company couldn’t pay punitive damages. We certainly wouldn’t look the way we do now,” he said.
Back in February, after being granted the umpteenth BDO International requested delay in the case which is due to start May 26th in Miami, Mr. Newman was much less effusive:
BDO International’s defence has always centred on the fact that the umbrella body only has 10 employees and the audits conducted by member firms are done independently. BDO International has said it has no control over its audits and should therefore not be held responsible.
Jeremy Newman the CEO of BDO International would not comment on the issue.
Mr. Newman: I dare say, you’re bluffing.
Jeremy Newman the CEO of BDO International would not comment on the issue.
Many thanks for the riff – an enjoyable read.
There is one crucial omission here that is important supported by 1st hand facts from my end:
Newman looked me straight in the eye and was unequivocal. He has seen the piece I wrote and in email to me says ‘it is fair.’ I take from that I have not misrepresented him or his words. Therefore if as Francine suggests he is bluffing then it is much more than that. It is a lie. If that’s true then he will be hung out to dry and his firm will collapse. Globally. Given the caution with which he treated many other topics, I have to believe that at this stage BDO, whether locally or globally, has the resources to meet the judgment. They’ve had 2 years to work through the problem financially (there was hint about insurance.) I’m betting they’re hurt but not punched out. At least not yet. In the meantime, they will continue to get caned on legal fees.
There is another aspect that I don’t believe has ever been aired but which I will speculate upon. As a ‘cost of doing business’ I’m presuming they will get a tax break on this. If so then that potentially reduces the exposure by around 35%. If correct then all of a sudden the exposure looks a lot more digestible. As always thoug we will see because as we both know, the fat lady hasn’t sung yet though I suspect she’ll be making her grand entrance quite soon 😉
I have two comments:
1) With regard to whether Mr. Newman is bluffing or not- Ask him to put up the balance sheet or wave the white flag.
2) With regard to tax consequences – I am not sure. Any tax experts care to tell us if a legal judgement, including penalties, is deductible in the US for a partnership?
Photographic inconsistencies: On the front page you have a picture of Christiano Ronaldo, the young Portuguese (& Manchester United) soccer superstar, then at the top of this article you have pictures of Ronaldo and Ronaldinho, the slightly-less than young Brazilian (and Barcelona, AC Milan, Real Madrid etc…) soccer superstars. Which Ronaldo are you referring to in your opening paragraphs? I think we should be told.
Both are Brazilian.
Since Ronaldo, who I refer to as “Ronaldo”, is a little older and a better player (as well as foxier) I mention him in the first paragraph as emblematic of a Big 4 firm.
Ronaldinho, who I refer to as “Ronaldinho” is mentioned in the next sentence, by comparison, as I think the next tier are not even just slightly smaller or less qualified to be big time audit firms, like Ronaldinho, but completely better left in the junior team pitch.
Sorry for my tortured analogies and metaphors. Just trying to make it a little interesting for you.
in my opinion Ronaldinho is in Ronaldo’s class. both are soccer legends in their own right.
but back to the point…
If BDO is a ‘dead’ firm as you claim, when do you expect BDO to completely fall apart and cease to exist? After their appeal gets rejected? What is the timeline like? I have a friend who’s starting at BDO in november and she’s freaking out that they’ll be gone soon.
Well, there are two legal dates to keep in mind:
1) When the appeal of the judgement in the BDO US case is decided
2) When the BDO International case goes to trial. The judge has already ruled it must be tried.
I do not know what these dates are as they are always moving and there is never any publicity.
I do have it on my list to find out status, as well as to try to ascertain what’s happening in the Deloitte Flanagan insider trading case. That did have a hearing about a month ago on the issue of whether Deloitte can deny payment of retirement benefits which are covered under Erisa. Deloitte won the right to proceed with its suit. (Deloitte is suing Flanagan) http://www.iii.co.uk/news/?type=afxnews&articleid=7263380&subject=companies&action=article
September is when promotions happen, and new hires start. Right after the Aug 2007 judgment, EVERYONE was promoted one level. The senior manager-to-partner traffic jam eased. There was a flood of new partners, card-carrying members who paid into the capital pool.
They’ve gone from low-key, private, middle-market clients to very risky, ethically-questionable ones – the kind that attracts attention from the press, and from legal entities.
Anony @ 7 — lots of new partners, huh?
I guess $131 million divided by 250 partners looked really attractive, at first blush anyway. But the downstream exposure should have been factored into that analysis.
In other words, I bet it was NOT about the additional capital contribution, but instead more about the potential litigation exposure and spreading the pain to more folks, thus lessening individual partner exposure. Sounds like BDO figured out a way to spread the pain to a lot of naive new partners. Those Sr. Managers should have checked with the ex-Andersen folks before accepting that promotion ….
“Spread the firm operating expenses and capital losses evenly by headcount, allocate income/compensation by seniority.” That’s the way it was at one firm, at least with respect to certain matters of which it is better that I not be too specific.
Apropos of nothing much, I have concluded that Andersen taught this profession and its practitioners nothing. Santayana was right.
— Tenacious T.
Deloitte recently put out a market assessment for their tax function which proclaimed Grant Thornton a greater competitive threat than KPMG for private company services. Ouch.
@number 7 do you think this is why GT, continues to delay my start date, and change my signing start salary? GT recenly adjusted my start date from Sept to October? what does this mean?
#7 – anon: Newman and I talked about the risk-reward issue, a topic *he* brought up. Now bear in mind he’s only been in post since Oct 2008 but ran UK prior to. Do you think he’s that brain dead he’d be stoking up problems for the future in this manner goven everything else that was said? That doesn’t compute.
A couple of points I would like to make. Firstly, Christiano Ronaldo, the Manchester United player on the homepage is NOT Brazilian, he is Portuguese. The Ronaldo you are referring to is in the photo alongside Ronaldhino, and is class below Ronaldinho.
Secondly, I disagree that BDO International will collapse due to this litigation. BDO International is a not-for-profit secretariat, it has no assets or bucket loads of money for lawyers to dig into. It doesn’t provide services to clients. As a journalist, I’ve followed this and similar cases for a while and to date nobody has been able to lay the blame of member firm activity on the international HQ, with the exception of Andersen. We all know what happened there. Parmalat could be different but that is before the courts as well. There is no doubt that this Seidman case could set a dangerous precedent if it can be linked to BDO International, but there is nothing to suggest this will happen.
An interesting aside is that when these organisations try to become more integrated and network like in structure, they further open the door to vicarious liability. Deep pocket syndrome, which seems to be a pandemic in the US, will always seek to get every last penny out of firms regardless of their direct or indirect involvement. If you ask me, the laws that allow this, at considerable cost to firms, need to be changed.
fm: You should be applauding not deriding the fact that people like Ed Nusbaum and Jeremy Newman provide the media (public) with frank, honest comments. It’s near impossible to get the Big Four to comment on anything remotely controversial that doesn’t directly benefit their business in the US.
I’m quite surprised that you have such a low opinion of the mid-tier, have you had a bad experience at one of these firms or something? Just because they serve different sized companies to the Big Four doesn’t make them any better or worse or irrelevant. I often like your blog but I feel that on this occasion your comments on the mid-tier are a touch patronising and unnecessary.
Francine, you’ve mentioned several times that GT has Maddoff exposure. I’ve been told by various GT parters that’s not the case. Just curious where you got that info.
I stand corrected on Cristiano Ronaldo. Portuguese. He is the superior player. I thought I had Ronaldo Luís Nazário de Lima, Brazilian. I am more of a fan of how they look than a soccer expert. 😉 I spent some time living and working in Brazil, so I became a fan in general, but need to catch up!
If the judge decides to find BDO International culpable for not supervising risk and quality of its member firm, they will determine a judgement and the firm will have to figure it out. The judgement against the US firm alone is enough to cause alarm, in my opinion.
I see more and more cases being brought against the International firms, because their marketing and brand say they are supposed to be doing something. There is the BDO International case, the Deloitte Parmalat case, the KPMG New Century case and, for sure, a PwC Satyam case, all looking at responsiblity of the international firm. Two are set for trial. I think the lawyers are getting the template down.
I am deriding Nusbaum and Newman for being spokespersons, not on a personal level, but because I believe that, in the grand scheme of things, they are small potatoes. They are not spokespersons for the industry, any more than I am an expert on soccer. It is exactly the lack of real, honest transparent information from the Big 4 which gives me my niche. Unfortunate, but true.
I have many friends and readers in the next tier firms. They do a good job and serve their clients as best as possible. But they are not in the same business as the Big 4. And they are all extremely vulnerable. They cannot afford the strategy of paying any settlement. That’s what the Big 4 has used to avoid the real issues being exposed at trial. The next tier bet the farm, as BDO did, and unfortunately if they lose, they really lose.
Re: your comment in #2 about asking for the balance sheet: this may be a pipe dream but when are firms going to be required to publish financials (my guess: not anytime soon)? These firms go on and on about their integrity and service to the capital markets but they obviouisly don’t care about transparency (which is not mutually exclusive of the other two).
With all this regulatory overhaul talk, the PCAOB might as well require auditors of public companies to put out audited financial statements. I admit that this is a logistical nightmare and probably some violation of partnership law but right now the firms aren’t really accountable to anyone yet they claim that everyone in the country is depending on them. I call BS.
Thanks for letting me vent. I realize that I’m probably going off the deep end.
@GT Valuation Guy
GT is liquidator of Madoff firm in UK. There has been some controversy over their cooperation with US officials. I should have been more specific.
RSM, BDO, PWC and EY have litigation exposure to Madoff. So far.
GT still has exposure regarding Parmalat. I didn’t emphasize that. Like beating a dead horse. http://www.forbes.com/feeds/afx/2009/02/26/afx6103243.html
Francine, your article says Grant Thornton has Madoff exposure – this is incorrect. It is pretty clear you do not understand how the non-Big 4 firms operate, not all companies need a Big 4 firm and those who work at the mid-tier firms have no interest in working with the mega companies. Your comments are insulting and (probably intentionally) condescending. If you had met Jeremy or Ed you would know they are first class professionals equally as good as any in the Big 4.
GT has Refco (where they just won a huge piece of that litigation) and Parmalat. How are they extremely vulnerable. Not sure how you can say they cannot affors ANY (your words) settlement. Do you have their financials?
@#10 – pureley an economic decision, no need to have first years sitting around for a month doing nothing so timing delayed.
I clarified my statement about GT exposure to Madoff in comment #17. I apologize for any confusion.
I’m sorry that you find my comments insulting or condescending. It must be difficult to admit there is a huge gap between the Big 4 and next tier firms. It’s not intended as a slight or a compliment to the Big 4, just a statement of facts. The next tier firms are in no position, given their lack of interest and aptitude for auditing large multinational public companies, to absorb the fallout for a Big 4 failure. How much does GT or BDO or RSM have in insurance coverage and reserves for settlement of litigation? Until they are transparent about this outside of a threat of firm destruction, I will continue to doubt their ability to survive a big hit or a thousand ongoing paper cuts.
Refco and Parmalat are great proofs of that contention. Just look at any set of metrics. i have a unique advantage in observing BDO and GT also, since they are headquartered in Chicago. They have had a very hard time recruiting risk and quality as well as SEC and GAAP expertise for their engagements. They have to wait for refugees from the Big 4 and sell them on work-life family balance (really true?) and faster road to partnership, that dubious prize. How many partners at GT or BDO, for example, are really equity partners in the true sense versus high-end salaried employees? How many make more than $1,000,000 a year rather than the $500k that the numbers in the post suggest? Are they ready to kick in hundreds of thousands of dollars each to pay for a settlement like KPMG partners did after their tax shelter mess?
I have heard mixed reviews on quality of work performed by these firms at local mid tier companies. I have witnessed it with my own eyes. That doesn’t mean there aren’t a lot of good people doing good work for their clients at the next tier firms. As with the Big 4, my beef is with the leadership and the model they perpetuate, not individuals.
“…no need to have first years sitting around for a month doing nothing…”
You said it yourself. How can that statement be construed as anything other than an indictment of how “not” well the firms at your level are managed?
I don’t think it is the responsibility of BDO International to supervise risk, it is the responsibility of the firms. BDOInternational is not a firm, it provides no sevrices. It is also not a Big Four firm in the sense of integration and structure. It doesn’t have a centralised command that co-ordinates workflow. In essence, BDO is a group of individual firms, often with different names, that work together when required. They are certainly trying to become more integrated like the Big Four but there is a long way to go. As a result, while there is certainly more of a case for the global headquarters of a Big Four firm to be hit with litigation, the same rule might not apply so much for the mid-tier. I guess the courts will determine the boundaries, but I think comparing the Big Four to the mid-tier is pointless.
I agree that a large legal case will be more damaging to mid-tier firms but not at an international level. Seidman seems to be in trouble and it will be interesting to see how they respond if their appeal is rejected. On the surface, it would appear BDO International is very much distancing itself from the whole thing.
There is a big gap between the Big Four and the mid-tier in terms of size, scale and revenue, but the impression I get from speaking with both Big Four and mid-tier leaders is that the leading mid-tier firms are not too far behind in terms of quality. Certainly among the smaller mid-tier firms/networks there is a more noticeable difference, but there is little point comparing apples with oranges.
I disagree completely about your comments on Ed and Jeremy. I actually think it is great that they are willing to speak up. One of the major problems with the profession is this veil of silence, especially in the US, because firms are too paranoid about saying anything that can be used against them in court. As the Big Four never want to speak up about profession issues in the US, it’s good that there are some mid-tier leaders who will. I also don’t believe Jeremy or Ed are taking on the role of profession spokespeople, they are making comments on behalf of their firms or airing their personal views. I’ve interviewed both men several times and can reassure you that Jeremy, nor Ed, would ever want to be seen as speaking on behalf of the Big Four or even the mid-tier. If that irritates the Big Four, perhaps they can take a position on issues. They certainly do that more in the UK but in the US they are often silent.
I understand your point on the International firms responsibility, in particular with regard to BDO or the other next tier firms. They have less of a hold on their member firms. I was describing it to my lunch partner today as much more of a marketing confederation than a real global firm based on resources devoted to it by next tier firms. I am sure this will be their defense. However, a judge agreed to hear the case, to have it go to trial because he saw some merit in the argument. DId you see the defense their lawyer put up in order to avoid this trial?
“BDO International claims control relationships were not so strict, with only ten people working at the umbrella body, and described the control claims are ‘puffery’.
Rhett Traband, representing BDO International at the appeals court argued that the network’s audit manual, which all BDO firms follow, does not apply to all audits.
‘The only agreement between the parties specifies that [the rules] only apply in limited circumstances to trans-national audits rules and inward referred work, neither of which were the Bankest audit.’
Traband added: ‘[BDO International] cannot come in during an audit and say to them “do it this way” ”
It’s counterintuitive. It’s all well for BDO International to try to distance themselves but they have to show up in court. In Miami. Tuesday. Stay tuned. We shall see.
It is much more difficult for the Big 4 to deny responsibility and interest in their member firms from an international firm perspective. They make the case to clients and regulators ever day, but then throw off a problem firm like an ugly stepchild when issues surface. I’m not the only one who has said this.
Listen to the transcript of this meeting of the PCAOB Standing Advisory Committe and listen to Lynn Turner’s comments.
As far as Jeremy and Ed… I think Ed was designated by the brethren to stand up for profession. His public remarks have gone beyond just talking for his own firm. And the same for Jeremy. Meet them in person? Maybe someday. But I am very skeptical they are doing anything other than protecting their own self interest and those of the leadership at the other firms as their proxy.
I think your choice of soccer (football) is a poor one. I think a more apt comparison is Freddy Sanchez and Jason Grimsley being horked off because they aren’t being compared to Barry Bonds and Roger Clemens, when, in fact, history will show them all to be detrimental to their sport.
Oh, yeah…Bank of the Holy Spirit? Really?
There is a big difference between the “little three” BDO, GT and McGladrey and the Big Four in clients served. The Big Four serve about 98% of all publicly-held companies by market cap, the “little three” about 1%, 1,700 tiny firms about 1%. In my experience, the “little three” are not far behind the Big Four in quality, except in international tax services. Why? The “little three” hire many Big Four castoffs who are competent, but not salespeople. At least that’s my experience.
@francine: @AH’s characterization of Newman is in line with my own. Subsequently, several of his past colleagues contacted me and said that I’d got it right in the way I’d editorialized the story. As someone who has a rep for smelling BS from 100 paces I would have been disappointed if I’d got it wrong. As to quality, we discussed this in the context of various territories. He had some interesting anecdotes that will be worth surfacing at the appropriate time.
Sometimes you just have to take things on face value when nothing leads you to believe otherwise.
The deep pockets syndrome argument posed elsewhere is very well made.
I will reserve judgement until my own meeting or actual events prove otherwise. Until then I hope you’re right.
PS. Trial for BDO International starts Tuesday in Miami. I will be monitoring gavel-to-gavel coverage and blogging exclusive clips from the courtroom. More info later. The proof will be in the [black] pudding.
11) I’m not sure what Newman’s mental state was/is when you spoke with him. Just sharing my observations:
Newman likely knows more about BDO’s client list than I do, but the client “conflict check” emails I received seemed to go from “private, boring client, maybe has a website” to “I read about them in the newspaper last week.”
What Newman knows, or what kind of leeway he’s been given to discuss or comment on issues, I don’t know. Others and I, even thousands of miles apart in different office locations, often observed a disconnect and dysfunction within different management levels.
weisbaumi is a liar jack cheats and he will be exposed for the liar he is