UPDATE: In March 2011, CFO Jacky Lam of China Media Express and the auditors (Deloitte) resigned. Deloitte said they could no longer rely on the representations of management, and they suggested an investigation was in order. Ping Luo, the analyst from Global Hunter who gave CCME rave reviews resigned. Maurice Greenberg’s Starr Investments sued CCME for fraudulently inducing it to invest $13.5 million. The stock was delisted from the NASDAQ in May 2011.
Deloitte raised the following issues: questionable authenticity of bank statements, supicioius bank confirmation procedures, existence of advertisers/customers, undisclosed bank accounts and bank loans, financial filings with the State Administration of Industry and Commerce differing from information provided to auditors, questionable authenticity of tax filing documents, cash payments to employees, and double counting of buses.
Earlier this week, I posted an article about China MediaExpress Holdings (CCME) and the allegations of fraud that were leveled recently against the company. I took a look at some of the commentary out there, asked questions and made comments, and ultimately decided that I am concerned about the potential that the company is a fraud.
Supporters of CCME have questioned the reliability and authenticity of the fraud allegations, and have provided evidence of their own about why the critics of CCME should not be trusted. I haven’t looked at all of those counter arguments, but I have looked at some of them, and some appear credible. I do not discount the due diligence that has been done by a number of investors. I am sure that they found plenty of evidence to suggest that the company is completely legitimate and their numbers are reported accurately.
However, I still believe that something is wrong at the company.
Here’s why: Even if most of the fraud allegations are either improper or incorrect, I believe that at least some of them are likely to be true. Even if one or two or three of the fraud allegations are true, the company has a serious problem. In my experience, lying and fraud do not occur in a vacuum. When small lies or frauds are found, very often they are the tip of the iceberg and more dishonesty exists.
All this aside, I have been asked to explain how CCME’s reported cash balance of $170 million as of September 30, 2010 could be fraudulent. As I have explained in articles here, here, and elsewhere, financial statement audits are not designed to detect fraud, and most often the do not detect fraud. It is dangerous to assume that because financial statements have been audited, the numbers do not contain fraud.
Auditors specifically disclaim responsibility for finding fraud over and over. Although the auditing standards in the United States require auditors to consider the possibility of fraud and to follow up on red flags of fraud that they might see, they are not required to find fraud. Fraud is difficult to find because, unlike simple errors in the accounting records and financial statements, instances of fraud are willfully and systematically covered up by those committing the fraud.
Further, it is unlikely that auditors will find fraud in a company because management is usually intimately aware of exactly how an audit is performed and what procedures the auditors will do. Management knows where they will look, and therefore can be very careful to hide the fraud where the auditors will not look.
Third Party Verification
Certain types of transactions or verifications are harder to manipulate than others. When audit evidence is coming from unrelated third parties, there is often a greater level of comfort that this evidence is authentic.
However, many times the auditors don’t truly know if the third parties are unrelated or if those third parties have a secret relationship with the company that will give them a motive and opportunity to lie. In the case of auditing the cash balance, an audit confirmation from a bank is typically considered a very reliable document, as is an original bank statement.
It is important to note that in this article, I am only referring to the process of auditing cash. Companies can engage accountants and auditors to do all sorts of procedures on their books, if they so choose. However, here, we are talking about a type of service that is clearly defined between the auditors and the company. Everyone knows exactly what the company is getting when they engage a firm to do an audit. So the comments here are limited to an independent financial statement audit.
How could the CCME reported cash balance of $170 million be fraudulent? First, it is important to understand that the cash balance of $170 million at September 20, 2010 is unaudited. That means that the auditors have not applied full audit procedures to the number. The most recent audited cash balance for China Media Express is $57 million as of December 31, 2009. This is the figure that Deloitte Touche Tohmatsu has allegedly audited. But let’s set aside the exact dollar figure and talk about exactly why and how an auditor goes about auditing a cash balance.
Under Generally Accepted Auditing Standards (GAAS) in the United States, the auditors are testing the existence of cash. They are not specifically testing how the cash got into the bank account. Other account balances are tested in various ways throughout the audit, and those procedures are deemed to verify how the cash got into the bank account.
A typical audit work program for the cash accounts will have
The two main procedures that are done to verify the cash balance are:
- Examine the bank statement that includes the last day of the financial statement period
- Receive a confirmation directly from the bank of the bank balance on the last day of the financial statement period
As part of the examination of #1 and #2 above, the auditors will:
- Examine #1 and #2 above in conjunction with the general ledger balance and a client-prepared bank reconciliation which will reconcile uncleared checks and deposits (which are recorded on the books, but not yet through the bank account) to the bank.
- Clerical accuracy of the reconciliation should be checked.
- A bank statement for the period after the close of the balance sheet date should be examined to verify that reconciling items (uncleared checks and deposits) did clear shortly after year-end.
After these procedures are done, the auditor should consider whether there are any fraud risks with the client that indicate additional work should be done.
The auditors typically will not look at other bank statements from throughout the year unless there is an occasional issue that requires it. They also will not look at all of the ins and outs on the bank statements throughout the year, or even on the last bank statement of the year. Some will say it’s advisable to look at the ins and outs of the bank account, but it simply doesn’t happen that way during an audit.
In a local case of fraud at Koss Corp., the VP of Finance Sue Sachdeva stole $34 million from the company. It has been said that one of the ways she avoided detection by the auditors was through not stealing from the company in the last month of the fiscal year. Koss was audited by a very reputable firm, yet a large fraud went on for years without detection. The facts in the Koss case are different from the allegations against CCME, nonetheless the case provides a good example of how reputable auditors can be fooled.
When you consider how little work is done on the cash account – – basically only verifying the balance as of the balance sheet date – – it is easy to see how fraud could occur and not be found. The auditors are not verifying the source of the funds, only the existence of them.
Creating a Fraudulent Cash Balance
One way to create a fraudulent cash balance is to deposit funds belonging to someone other than the company in month 11 of the year (so that an unusually large deposit isn’t showing on the statement for month 12, which the auditors will most likely see), and leave the money in the account through the end of the year (and, if you want to be safe, into the first month of the next fiscal year). There is legitimate cash in the bank account at the end of the year, the bank will confirm it, and no one will be the wiser.
If someone wants to be more clever and lower the risk of detection, smaller amounts could be deposited to the bank throughout the year to mimic collections from customers.
Of course, there are other numbers on the financial statements that will have to be manipulated to cover up whatever fraud scheme you’re perpetrating. However, the question I have been asked in this case is whether Deloitte could audit cash at CCME and fail to find fraud in the bank balance. The answer is yes, and it would not be all that difficult.
It has been said that since CCME has so few customers, it would be easy to interface with these customers and verify how much business is really being done with them and how much they have paid China MediaExpress. I suppose that could happen, but it is not what happens in an audit. Typically the only customer contact by the auditors is during the confirmation of accounts receivable. Some customers may be contacted, and may be asked to verify the amount they owe the company as of the balance sheet date. The auditors will not ask teh customers to verify all the business done throughout the year.
What about the fact that CCME is so small, therefore the auditors could do extra procedures to verify things? Again this is possible, but it is not going to happen. Auditors have work programs outlining the procedures that should be performed, and they don’t just arbitrarily decide to do more work. An audit is a very well-defined set of procedures and verifications, and there is no incentive for Deloitte to do more.
Further, there is a bit of a catch 22 when it comes to fraud. If auditors suspect fraud, they are required to look further to determine if fraud exists. But if they do not suspect fraud… if everything looks rosy… then they won’t be looking further to find fraud. The company just has to make sure that there aren’t any blatant red flags, and then the auditors will likely not look deeper to find evidence of fraud.
Remember too that if CCME has much lower revenue than they claim, and their operations are much smaller than many expect, then there is plenty of time for management to fabricate documentation. If they don’t have real customers, then their time can be spent manufacturing customers and documentation. I am not saying that this happened at China MediaExpress, because I don’t know that this is the case, but I am suggesting that it is possible.
In conclusion, the premise that the numbers are authentic because China Media Express was audited by a Big 4 firm is misguided. The audit can be one piece of evidence in favor of management, but it is not absolute by any means. The are many, many undetected frauds in companies with reputable audit firms. Audits have never been designed to find fraud, and management actively works to cover up instances of fraud. Therefore, the vast majority of audits do not find fraud.
Lack of a fraud finding by independent auditors is not assurance that a company is free from fraud, and auditors even explicitly say this in their audit documentation and communications with the client.
Note to Conspiracy Theorists: I am writing about China MediaExpress only because a story about the company caught my eye, and it seemed like an interesting topic to write about. I am not involved in any sort of conspiracy to harm the company.