There is an issue that we see floating at Pressnet. Actually it’s an issue that started last week. I got the news from Retail Week (at https://www.retail-week.com/companies/bhs/bhs-admin-costs-spiral-as-mps-demand-answers/7017777.article), yet it came from several directions, so there is ample visibility. Yet, what is going on? This is an important part and even as there is great benefit to anyone’s soul to blame PwC for this, yet is that fair? The question becomes, is it in the books? When we look at the previous audits, was the quote “BHS administration costs have come in at £1.3m more than expected as MPs question a £35m ‘floating charge’ paid by Arcadia” a fair question? In all this, are these floating costs in the books? I actually do not know, yet I equally question why certain parties aren’t openly asking these questions at the PwC desk. Is that not equally odd?
The two quotes that matter are “If it was such a completely standard move, as Duff & Phelps claim, one wonders why it was reversed by the co-administrators as one of their first acts upon being appointed, and why the PPF seems to take a rather different view.” and “Meanwhile, Field questioned the transference of a “floating charge”, put in place at BHS by Green’s Arcadia Group. Duff & Phelps transferred the charge to Linklaters last October“, this now gives us the parts:
- If we accept the bankruptcy announcements of April 2016, how come that this is done in October 2016?
- If we accept that a floating charge is ‘a liability to a creditor which relates to the company’s assets as a whole‘, than the part that this is a credit to the Arcadia group should be in the books, and should have been in there for some time I gather, so why are there no questions asked at the address of PwC, in addition, why are MP’s not asking certain questions from Linklaters? Now, we should accept that Linklaters cannot divulge too much (read: any) information, yet when this was all set up could be seen as mere administration and that needs to be logged, which means that either Arcadia or BHS could release that information, if they choose not to do that, the question that follows should be a lot more serious and we need to wonder what else is in play.
- When we look at the quote “If it was such a completely standard move, as Duff & Phelps claim, one wonders why it was reversed by the co-administrators as one of their first acts upon being appointed, and why the PPF seems to take a rather different view“. In that I look at another issue, the quote found in Professional Pensions gives us “A spokesman for FRP Advisory declined to comment, adding all that needs to be said is covered in creditor reports“, yet if it is there, should it not also be in the accountancy audit? That is an assumption from my side, and I could be wrong, yet the amount of £35m moved via Linklater in April 2016, if none of the audits has this on paper, questions should be asked, if it is there, questions should still be asked, yet it seems that questions are asked in such a late stage. In all this, City A.M. gives us: “Tension has been building between the PPF and Duff & Phelps throughout the administrative process. In November, the PPF voted against Duff & Phelps’ request to increase its fee. Malcolm Weir, head of restructuring at the PPF, said BHS pension scheme members deserved “value for money”“, which sounds fair enough, yet in all this, even if Arcadia hasn’t received the funds at present, the fact that we see “The £35m was never paid to Arcadia. It was always held in an account to our order. Our legal advisers have confirmed that the floating charge is valid. However, I understand that the liquidators and their legal advisers have made comments concerning its validity, but, I nor my legal advisers, have received any evidence to support their view.” In that regard, we now see that legal advisors are on opposite sides and both sides claim their version of validity, as legal advisors would. This is not in question at present, what is interesting is that the media at large have not included PwC in any of this, as they have been seen as the auditor of BHS. Oh, and there was a reason for me mentioning: “if none of the audits has this on paper, questions should be asked”, be aware that I have no experience on corporate taxation. However, would it not make sense that a £35m invoice would impact next year’s taxation significantly and as such, should it not be mentioned?
In this let me take you back to the previous article, where I discussed the Financial Times (at https://www.ft.com/content/4c3965f2-3c4e-11e6-9f2c-36b487ebd80a). Here we see “The Financial Reporting Council said its investigation related to PwC’s audit of BHS accounts in the year before the retailer was sold by Sir Philip Green’s Arcadia Group, in a deal that wrote off £215m of debts“, which is fair enough. In addition we see “At a committee session in May, PwC partner Steve Denison was asked by MPs to explain why the firm was prepared to sign off BHS as a “going concern” just days before its sale for £1“, which is fine too, yet where in all this is the £35m transfer to Linklater for the Arcadia group? If Duff & Phelps took control in April, would the accountant not have been aware of the thirty-five million, as such should PwC have been aware? (Read: not implied, yet questioned).
Let’s not forget that the Financial Times article was from June 27th, which means that the £35m should have been on many minds at that time, yet for the longest time there was little to no mention. I would think that if a firm is sold for the price of a mere Tesco Sliced Wholemeal Batch Loaf, would a question not be ‘What else needs to be paid for?‘ at that point the entire £35m transfer should be on the top of everyone’s mind, especially as there was a decadent pension gap issue many times that size? Perhaps it is just me, but that would be on my ‘media’ mind. Not just the actual newspapers, a few other publications (like TV and morning shows) would have had a field day with the mention that pensions will remain short, but the bosses will get squared for that thirty-five million. Emotions would be running high that day, let me guarantee you that emotions will run high on that topic!
In that regard, some MP’s are starting to ask additional questions as we see a fees increase £500,000 for Duff & Phelps’s. I wonder how many additional man years of work have been spent that warrants a £500K increase. The week gave the quote: “When they were appointed last April, initially at the behest of Green and then approved by the BHS board, the company estimated its costs would be around £3.5m“, now I imagine that an insolvency comes with all kinds of complications, but how much work, how many months of full day activities warrants £3.5M? I do not know, I am merely asking, especially as the pensions have been for the most unpaid for years now. The site this is money gives additional connections in the shape of Goldman Sachs, where among the top earners at the investment bank’s London office will be the former co-chief Mike Sherwood, who faced questioning from MPs last year over the bank’s role in the BHS scandal. He landed a $21 million pay and bonus package last year, worth £15 million at the time (at http://www.thisismoney.co.uk/money/news/article-4120336/Now-bankers-bonus-Brexit-Goldman-staff-BHS-probe-donate-pension-fund-says-MP.html).
Now a lot of this news is between 1-2 weeks old and a few items are merely days old. Yet in all this we see a massive drain to less than a dozen people, where including Arcadia a syphoning through invoicing has surpassed £50M if we include the Arcadia bound payment, yet all is not well as several sources give large payments in their report, yet the exact part of what represents BHS is not given, but implied to be a large part. As such Mike Sherwood might have ended up with 21 million dollars, yet what part is though or because of BHS is not given, in his position, with his amount of accounts, the BHS part could be less than 1%, and as there is no clarity, the Week who gives us in addition “Huge payments to bankers who worked on the BHS deal could prove particularly controversial“, only if the bulk of these payments were regarding BHS, but that is not a given, I would add, it is exceptionally unlikely. By the way, those people did not really bother reporting that when Greece got back onto the markets In April 2014. In my article ‘Are we getting played?‘ (at https://lawlordtobe.com/2014/05/18/are-we-getting-played/), where we saw the disastrous act of Greece getting back on the bonds field selling 5 billion in bonds. Yet the media at large was very very eager not to mention that the few bankers connected to this ended up with a total bonus of $50 million for what amounts to 3 days of work. So on one side they refuse to give the info, now we see incorrect (or at least incomplete info), with a reference of 21 million, the package of Mike Sherwood.
Yet there is more, the part I find hilarious is “Frank Field MP, chairman of the Work and Pensions Select Committee which quizzed the Goldman bankers on the deal, said: ‘This gives them an ideal opportunity to donate something to the pension funds, to make partial amends for the failure to give effective advice“, you see in that, he didn’t make any such reference to PwC. Pricewaterhouse Coopers, has been seen on the minds of a few as we see (in the Telegraph of all places) “select committees have also said that they have welcomed the Financial Reporting Council’s investigation into why PwC audited BHS’s accounts as a going concern when it was evident the high street chain was dependent on support from Arcadia Group, Sir Philip’s empire which includes Topshop, Dorothy Perkins, Miss Selfridge and Burton” in that the red flags of pension deficits we see a £571m pension deficit and kindly audited by PwC, so who else are they auditing in the Empire that is (or was) part of Philip Green?
Yet in all this, at present there is, just like with Tesco very little noise regarding the Financial Reporting Council and PwC, it seems like the press walks away when these two are mentioned in one sentence. After June 2016 there is abysmal little to see, which after Tesco and BHS that should be a little weird. Even when we look at the BHS elements now, overall the Auditor is left unseen in more serious ways, other than that Tesco is now hiring PwC again for other services, which after the shortfall and the DeLoitte results is a little bit weird to say the least.
You see, last year Aditya Chakrabortty in an opinion piece wrote: “Cameron warned of “the slow-motion moral collapse that has taken place in parts of our country these past few generations”. He was right. It’s just that it’s been led by those at the top – the ones at the boardroom tables, their expensive helpers – and their mates and supporters in politics using taxpayer money to wave them on” is not a wrong view, it comes three years after I made pretty much the same claim, so we can see that some players are a little late to the party. What is linked that when it comes to the matters as happened with BHS, crime literally does pay. It does for the auditor, the business men who own the place and sell it for £1 as well as the politicians who threaten with a £1,000,000,000 fine which will never happen (that pesky thing called the law gets in the way). You see, for many of us and for the victims it is a crime, yet from a legislation point of view that is not certain and it seems that no crime took place, because the people are not in jail, not in the dock and not in court. They are refurbishing their £10 million estates, whilst the working victims cannot make ends meet and where the auditor gets rehired by those they seemingly wronged for even more high priced consultancy.
As the costs are handed to the corporations in the shape of invoices, we see that crime seems to pay and it does so at a lower tax bracket than normal incomes. It can be stopped, you could be on the other side of the equation. You only have to be willing to do the one thing others did not anticipate and you have to be willing to be utterly ruthless. Basically you have to become a businessman like Sir Philip Nigel Ross Green and hire and firm like Pricewaterhouse Coopers to advice on your endeavour and audit it.
Lawrence van Rijn - Law Lord to be 