Wirecard scandal

The Wirecard scandal is a series of accounting scandals that resulted in the insolvency of Wirecard, a German payment processor and financial services provider that was part of the DAX index. Wirecard AG is a payment processor headquartered in Munich, Germany. The company offers its customers electronic payment transaction services and risk management, as well as the issuing and processing of physical cards. The subsidiary Wirecard Bank AG holds a banking licence and holds contracts with multiple international financial services companies.

Wirecard's headquarters, raided on 1 July 2020 by German authorities[1]

Allegations of accounting malpractices have trailed the company since the early days of its incorporation, reaching a peak in 2019 after the Financial Times published a series of investigations along with whistleblower complaints and internal documents. On 25 June 2020, Wirecard filed for insolvency after revelations that €1.9 billion was "missing",[2][3] and the termination and arrest of its CEO Markus Braun.[4] Questions are raised with regards to the regulatory failure on the part of Federal Financial Supervisory Authority (BaFin), Germany's top financial watchdog, and possible malpractice of its long time auditor Ernst & Young.

Rise of WirecardEdit

The company was founded in 1999. After Markus Braun joined as CEO in 2002, the company focused on online payment services, starting with porn and gambling websites as clients.[5] By taking over the listing of InfoGenie AG, a defunct call centre group, Wirecard entered Neuer Markt stock market segment, an action that has been criticised as avoidance of proper scrutiny during an initial public offering.[6] This was achieved through a decision in an InfoGenie general meeting to transfer the non-listed Wirecard to InfoGenie AG by way of a capital increase against investment in kind, making Wire Card a stock corporation listed in the Prime Standard stock market segment through a reverse IPO. A clean audit from EY in 2007 allayed investors concerns. Wirecard was included in the TecDAX since 2006[7] and in the DAX since 2018.[8] In 2018, Wirecard shares reached a peak, valuing the company at €24bn.[6]

Wirecard attributed its fast growth to а fast international expansion achieved through acquisition of local businesses, resulting in its revenue growth often outpacing general industry trends. In March 2017, Wirecard acquired Citi Prepaid Card Services and created Wirecard North America, entering the US market.[9] Also in 2007, Wirecard moved into the banking by purchasing XCOM Bank AG, allowing it to issue credit and debit cards through licensing agreements with both Visa and Mastercard. Since November 2019, Wirecard was represented in China by acquiring AllScore Payment Services from Beijing.

Causes of downfallEdit

Wirecard is suspected to have engaged in a series of fraudulent accounting activities to inflate its profit.[10] Despite allegations lodged against the company, BaFin ultimately took little action against the company before its eventual collapse, while it constantly joined in the company's attack against critics by associating them with short sellers.[11]

Accounting irregularitiesEdit

Wirecard's combined banking (through its subsidiary Wirecard Bank) and non-banking operations (mainly payment processing) makes its financial results harder to compare with peers, so the investors had to rely on adjusted version of the financial statements of the company.[6] The "adjusted" accounts, unlike the reporting adhering to International Financial Reporting Standards, resulted in inflated earnings and cash flow figures.[12]

Red flags were raised as early as 2008 when the head of a German shareholder association attacked Wirecard's balance sheet irregularities. After EY conducted a special audit in response to the criticisms, it took over as the main auditor for Wirecard and would remain so for the rest of the company's history. As a response, German authorities prosecuted two persons due to insufficient disclosure of holding Wirecard's stock.[6]

In 2015, the Financial Times reported what it saw as a significant gap between the short-term assets and liabilities in Wirecard's payment business. This is a result of Wirecard's taking only a small commission from its payment processing volume, and the transient payment flow through Wirecard's accounts were adjusted to reflect Wirecard's small cut.[13] As a response, Wirecard retained services of Schillings, a UK law firm, and FTI Consulting's public relations agency in London.[6] Later in 2015, J Capital Research published a report recommending shorting Wirecard's stock as it sees the company's Asian operations to be much smaller than claimed.[14] In 2016, a critical report published by a previously unknown entity named "Zatarra" lead to share price crashes, prompting BaFin to launch an investigation on market manipulation.[11][15]

In July 2021, Wirecard hired corporate investigations firm Alix Partners to perform a forensic investigation of the accounting practices that led to its insolvency.[16]

Opaque acquisitions and corporate structureEdit

Critics point to Wirecard's global acquisitions to mask trouble with organic growth by adding revenues from external sources, a tactic referred to as a rollup. Early criticisms were directed towards Wirecard's purchase of smaller businesses at significantly above market value. In 2015, Wirecard purchased an Indian payments group at €340m, despite the founders of those businesses failing to raise funding while valuing their key asset at €46m.[17] Wirecard responded to the reports by claiming its payment technologies are superior and arguing the current rapid growth of the cashless fintech industry justifies such valuations.[18] A series of deals involving Wirecard's “buy and build” strategy, which intends to buy customers for the company's payment services, has been criticized as structured in an unusual manner, resulting in difficulty in verifying €670m of intangible assets.[19]

In 2018, Southern Investigative Reporting Foundation (now the Foundation for Financial Journalism) concluded after a seven-month investigation that according to documents filed, at least €175m from Wirecard's €340m purchase of an India-based payment processor in October 2015 were not transferred to the seller.[12]

Artificial inflation of profitEdit

In January 2019, Financial Times reported on irregularities uncovered by Wirecard's Singapore investigation, which began in March 2018 internally but whistleblower feared was being squashed. Edo Kurniawan, head of accounting for Wirecard's Asian-Pacific operations, was accused of creating forged and backdated contracts in order to artificially inflate profit, creating questions as to the reliability of Wirecard's balance sheets.[20] At one instance, €37m was moved between Wirecard subsidiaries and external businesses, in a practice known as "round-tripping." A preliminary report commissioned by Rajah & Tann and seen by the FT points to several years of book-padding across Wirecard's Asian operations, with some degree of knowledge at Wirecard's Munich operation teams.[21]

Despite the report, no actions were taken against key personnel named in the report. Singaporean authorities raided Wirecard as part of an ongoing investigation in February 2019.[22] BaFin banned short-selling for two months citing falling investor confidence.

Third-party acquirersEdit

Third-party acquirers are local companies who process transactions on behalf of Wirecard for clients, with which Wirecard then pays a commission from processing fees. According to Wirecard, they are used in transactions where Wirecard does not hold the necessary license, or when the nature of the transaction is unsuitable for direct processing on the part of Wirecard. According to internal whistleblowers, as of 2018 transactions originating from third-party acquirers account for half of global transaction volumes reported by Wirecard.[23] Due to Wirecard's singular approach to counting its cash reserves, the cash held in trustee accounts of its third-party acquirers are counted in the balance sheets.[24] In 2019, it was reported that half of Wirecard's worldwide revenue and almost the entire profit are processed through three opaque and poorly audited third-party processors.[25]

Wirecard announced lawsuits against the Singaporean authorities and the Financial Times in response to the allegations.[26][27]

Aggressive attack on criticsEdit

Wirecard has a pattern of unusually aggressive tactics towards those who raise questions about the company's business operations or accounting. In 2019, the company hired former head of Libyan foreign intelligence Rami El Obeidi to conduct sting operations against journalists and public shortsellers.[28] Mr. El Obeidi presented evidence that the Financial Times colluded with shortsellers,[29] which the newspaper rejected after an investigation by an external law firm.[30]

Auditing and regulatory failureEdit

BaFin conducted multiple investigations against journalists and short sellers because of alleged market manipulation, in response to negative media reporting of Wirecard. BaFin lacks the authority to investigate Wirecard's core business or its accounting practices, and in fact, only has authority over Wirecard's bank business subsidiary.[31][32]

As revealed by KPMG's special audit, Wirecard's long time auditor EY failed to verify the existence of cash reserves in what appeared to be fraudulent bank statements.[28] The special audit also revealed inability to verify the majority of Wirecard profits from 2016 to 2018.[28] During the special audit, Wirecard made misleading statements to investors, resulting in a criminal investigation after a complaint was referred to prosecutors by BaFin.[6]

Role of sell side analystsEdit

Sell side analysts were almost universally positive until as late as February 2020.[33][34] Analysts at Goldman Sachs had a "Conviction Buy" rating until as late as September 2019.[35] Commerzbank analysts who were positive on the shares even dubbed FT articles questioning the company "fake news".[36] Analysts at Bank of America Merrill Lynch were among the very few skeptics. In 2018, they questioned Wirecard's poor positioning within the German e-commerce payments market,[37][38][39][40] and raised concerns related to financial controls.[41]

WhistleblowerEdit

On 20 May 2021, Pavandeep Gill (Pav Gill), Wirecard's senior legal counsel based in Singapore who looked after all legal aspects of Wirecard's business and operations in the Asia-Pacific region, revealed himself to be the whistleblower who provided documents exposing the fraud to the Financial Times.[42]

AftermathEdit

InvestorsEdit

With respect to criticisms against Wirecard, a set of smaller investors has long been supportive of the company by joining in both the company's and regulator's accusations against short-sellers and market manipulation. Critics cite the German regulator, press and investor community's tendency to rally around Wirecard against what they perceive as unfair attack.[43] Softbank invested with a €900m cash injection in 2019.[44] After the company's failure was made public, Softbank's executives blames what they see as failures on the auditor's part,[45] and announced plans to sue EY for damages,[46] joining other efforts to launch legal actions against the auditor.[47][48]

RegulatorsEdit

After initially defending BaFin's actions, its president Felix Hufeld later admitted the Wirecard Scandal is a "complete disaster."[49] In response, the European Commission calls for an investigation on whether BaFin broke EU rules on financial reporting.[28] Berlin announced strengthening of regulations on accounting,[28] beginning by severing ties with, the Financial Reporting Enforcement Panel (FREP), the quasi-official account watchdog and transferring the duties to BaFin.[50][28] Investors joined calls for union-wide regulation on market rules[51] and for a EU body in charge of regulatory actions.[52] The FT noted that FREP only has 15 employees with an annual budget of €6m.[53] FREP was thought to be too under-resourced to adequately audit Wirecard, and only concluded that the published accounts were inadequate after the company became insolvent.[53]

On 1 September 2020, the German parliament announced that will organise an inquiry in order to fully investigate the reasons why the government failed to prevent corporate fraud.[54] The scandal has highlighted the close ties between German politicians and Wirecard.[53] On 29 January 2021, Hufeld and deputy Elisabeth Roegele left BaFin as part of a plan to reform the agency.[55]

SuspectsEdit

CEO Markus Braun was arrested shortly after his resignation. COO Jan Marsalek disappeared shortly after he was suspended from the management, and was later traced to have fled to Belarus.[56] He is a fugitive wanted by the German police, is listed on Europol's list of Europe's most wanted fugitives, and Interpol issued a Red Notice against him. Christopher Bauer, the company's former Asia manager and son of Paul Bauer-Schlichtegroll, former chairman of the advisory board, died in Manila, Philippines.[57] Bauer was very close to Jan Marsalek.[58]

In 2020 the FinCEN Files showed that Aktif Bank helped launder money for Wirecard.[59][60]

ReferencesEdit

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Further readingEdit