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Order Instituting Disciplinary Proceedings,

Making Findings, and Imposing Sanctions PCAOB Release No. 105-2022-024

In the Matter of Spielman Koenigsberg & October 18, 2022

Parker, LLP,

Respondent.

By this Order Instituting Disciplinary Proceedings, Making Findings, and Imposing

Sanctions (“Order”), the Public Company Accounting Oversight Board (“Board” or “PCAOB”) is:

(1) censuring Spielman Koenigsberg & Parker, LLP (“SKP” or “Respondent”), a registered
public accounting firm;

(2) revoking SKP’s registration;1

(3) imposing on SKP a $150,000 civil money penalty; and

(4) requiring SKP to undertake remedial measures concerning quality control and
training directed toward satisfying requirements applicable to audits and reviews of
issuers before filing, and to provide evidence of such measures with, any future
registration application.

The Board is imposing these sanctions on SKP on the basis of its findings that SKP
violated PCAOB rules and standards, including quality control standards, in connection with the
audits of two issuer audit clients from 2018 to 2021.

I.
The Board deems it necessary and appropriate, for the protection of investors and to
further the public interest in the preparation of informative, accurate, and independent audit

1 SKP may reapply for registration after five years from the date of this Order.
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reports, that disciplinary proceedings be, and hereby are, instituted pursuant to Section 105(c)
of the Sarbanes-Oxley Act of 2002, as amended (the “Act”), and PCAOB Rule 5200(a)(1) against
Respondent.

II.
In anticipation of institution of these proceedings, and pursuant to PCAOB Rule 5205,
Respondent has submitted an Offer of Settlement (“Offer”) that the Board has determined to
accept. Solely for purposes of these proceedings and any other proceedings brought by or on
behalf of the Board, or to which the Board is a party, and without admitting or denying the
findings herein, except as to the Board’s jurisdiction over Respondent and the subject matter of
these proceedings, which is admitted, Respondent consents to the entry of this Order as set
forth below.2

III.
On the basis of Respondent’s Offer, the Board finds that:3

A. Respondent
1. Spielman Koenigsberg & Parker, LLP is a partnership organized under the laws of
the state of New York and located in New York, New York. At all relevant times, SKP was
registered with the state of New York (Certified Public Accountancy Partnership No. 041869).
SKP registered with the Board, pursuant to Section 102 of the Act and PCAOB rules, on May 30,
2006.

B. Issuers
2. PVH Associates Investment Plan and PVH Associates Investment Plan for
Residents of the Commonwealth of Puerto Rico (collectively, the “PVH Plans”) are defined
contribution plans covering certain salaried and hourly employees of PVH Corp., a Delaware

2 The findings herein are made pursuant to Respondent’s Offer and are not binding on any other
person or entity in this or any other proceeding.
3 The Board finds that Respondent’s conduct described in this Order meets the conditions set out
in Section 105(c)(5) of the Act, 15 U.S.C. § 7215(c)(5), which provides that certain sanctions may be
imposed in the event of: (a) intentional or knowing conduct, including reckless conduct, that results in a
violation of the applicable statutory, regulatory, or professional standard; or (b) repeated instances of
negligent conduct, each resulting in a violation of the applicable statutory, regulatory, or professional
standard.

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corporation headquartered in New York, New York. The PVH Plans were each, at all relevant
times, an issuer as that term is defined by Section 2(a)(7) of the Act and PCAOB Rule 1001(i)(iii).
SKP’s audits of the PVH Plans included audits of their financial statements as of and for the
years ended December 31, 2017, 2018, 2019, and 2020 (respectively, the “2017 Audits,” “2018
Audits,” “2019 Audits,” and “2020 Audits”). The PVH Plans are the only issuer clients that SKP
has ever audited.

C. Relevant Person
3. Jonathan B. Taylor, CPA (“Taylor”), is a partner of SKP. Taylor served as the
engagement partner for SKP’s audits of the financial statements of the PVH Plans as of and for
the years ended December 31, 2017 through 2020. At all relevant times, Taylor also served as
SKP’s partner in charge of technical and quality review.4

D. Summary
4. This matter concerns SKP’s failure to comply with PCAOB quality control
standards during 2018-2021, including with respect to audit documentation. Among other
failures, SKP’s system of quality control failed to prevent or detect efforts by Taylor and other
SKP personnel to improperly alter approximately half of the work papers for the 2019 Audits
after they learned of an upcoming PCAOB inspection (the “Inspection”). These improperly
altered work papers were then provided to the inspectors.

5. SKP also failed to obtain engagement quality reviews (“EQRs”) of its audits of the
PVH Plans for multiple years. Moreover, the firm failed to timely file several Form APs, and filed
several materially inaccurate Form 2s, with the PCAOB.

E. SKP Violated PCAOB Rules and Standards

6. PCAOB rules require that registered public accounting firms comply with
applicable auditing and related professional practice standards.5 As set out below, SKP failed to
comply with PCAOB rules and standards.

4 See Jonathan B. Taylor, CPA, PCAOB Rel. No. 105-2022-025 (Oct. 18, 2022).
5 See PCAOB Rule 3100, Compliance with Auditing and Related Professional Practice Standards;
PCAOB Rule 3200, Auditing Standards; PCAOB Rule 3400T, Interim Quality Control Standards.

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i. Quality Control
7. PCAOB rules require that a registered firm comply with PCAOB quality control
standards, which require that a firm “shall have a system of quality control for its accounting
and auditing practice” and describe “elements of quality control and other matters essential to
the effective design, implementation, and maintenance of the system.”6 As part of this
requirement, “[p]olicies and procedures should be established to provide the firm with
reasonable assurance that the work performed by engagement personnel meets applicable
professional standards, regulatory requirements, and the firm’s standards of quality.”7

8. PCAOB quality control standards recognize that “[t]he elements of quality

control are interrelated,”8 and that monitoring procedures are necessary “to provide the firm
with reasonable assurance that the policies and procedures related to each of the other
elements of quality control are suitably designed and are being effectively applied.”9 Under
PCAOB standards, monitoring involves an ongoing consideration and evaluation of, among
other things, compliance with the firm’s policies and procedures.10

9. As noted above, the PVH Plans are the only issuer clients the firm has ever
audited. Having decided to perform audits of issuers, however, SKP was obligated to design and
implement policies and procedures, including monitoring procedures, to provide reasonable
assurance of compliance with regulatory requirements applicable to issuer audits. SKP failed to
do so.

10. Prior to 2020, SKP documented its audit quality control policies and procedures
using a questionnaire received by the firm in connection with an audit peer review program.
Taylor populated that questionnaire with certain cursory descriptions of SKP’s audit practice. As
implemented by SKP, the policies and procedures described in the completed questionnaire did
not comply with PCAOB quality control standards. In 2020, SKP put into place a set of “SKP
Quality Control Policies and Procedures,” assembled by Taylor, which were also deficient and
failed to provide the necessary reasonable assurance.

6 PCAOB Rule 3400T; QC § 20.01, System of Quality Control for a CPA Firm’s Accounting and
Auditing Practice.
7 QC § 20.17.
8 QC § 20.08.
9 Id.; QC § 30.02, Monitoring a CPA Firm’s Accounting and Auditing Practice; see also QC § 20.20.
10 See QC § 20. 20.c-.d; QC § 30.02.c-.d.

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11. Significantly, SKP’s quality control policies and procedures in 2018-2021 were not
suitably designed and effectively applied to provide reasonable assurance that the work
performed by its engagement personnel met PCAOB audit documentation requirements. For
example, SKP’s quality control policies and procedures did not address whether or how its
engagement personnel could add, modify, or delete audit documentation following the
documentation completion date.11 SKP’s quality control policies and procedures did not address
the need to retain records relevant to the audit for a seven-year period after conclusion of an
issuer audit.12 SKP also failed to design or implement other policies and procedures to prevent
or detect improper alterations of audit documentation after the documentation completion
date.13 These quality control failures increased the risk that work papers might be improperly
altered after the documentation completion date.14

12. In anticipation of the Inspection and after the documentation completion date,
Taylor coordinated an extensive effort involving several SKP professionals to improperly alter
and backdate the work papers for the 2019 Audits before providing them to the PCAOB
inspectors. This effort, which lasted over a period of months in 2020 and 2021, and which
directly interfered with the integrity of the PCAOB’s Inspection, involved substantial revisions to
multiple work papers—including changes to existing key work papers and the addition of audit
programs and other work papers—in violation of PCAOB audit documentation requirements.

11 See AS 1215.15-.16, Audit Documentation (“A complete and final set of audit documentation
should be assembled for retention as of a date not more than 45 days after the report release date
(documentation completion date). . . . Circumstances may require additions to audit documentation
after the report release date. Audit documentation must not be deleted or discarded after the
documentation completion date, however, information may be added. Any documentation added must
indicate the date the information was added, the name of the person who prepared the additional
documentation, and the reason for adding it.” (italics in original)).
12 Regulation S-X, Rule 2-06, 17 C.F.R. § 210.2-06.
13 Starting with the 2018 Audits, SKP personnel prepared, assembled, and kept the work papers for
audits of the PVH Plans in electronic form as part of a software database file. Though the software
database file had a feature that, when activated, made the database file “read-only”—allowing it to be
opened and viewed but not modified—SKP audit personnel did not routinely use that software feature,
and did not activate that feature for the work papers assembled for the 2018-2020 Audits.
14 See Galaz, Yamazaki, Ruiz Urquiza, S.C., PCAOB Rel. No. 105-2016-044 (Dec. 5, 2016) at 7 (“Not
only did those failures to timely archive work papers for PCAOB Audits violate AS3 [AS 1215], they also
increased the risk that the work papers might be improperly altered after the documentation
completion date.”).

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13. As part of this effort, Taylor contacted members of management at PVH Corp. to
request and obtain additional audit evidence related to the 2019 Audits. Taylor, as well as the
other SKP professionals whose efforts he was coordinating, documented the additional client
information that they obtained, and the results of additional procedures performed—without
complying with PCAOB audit documentation requirements—before making work papers
available to the inspectors. Taylor and the other SKP professionals improperly added or altered
approximately half of the work papers for the 2019 Audits in anticipation of the inspection,
without ever disclosing those changes to the inspectors

14. SKP’s failure to detect this extensive effort to improperly alter and backdate
audit documentation reflects the deficient nature of SKP’s quality control monitoring policies
and procedures.

15. SKP’s quality control policies and procedures with respect to EQRs in 2018-2021
were also deficient. Specifically, those policies and procedures failed to provide reasonable
assurance that EQRs were performed for the audits of the PVH Plans in multiple consecutive
years (see below section E.ii, “Engagement Quality Reviews”). SKP’s failure to identify the
repeated failure over several years to obtain EQRs reflects the deficient nature of SKP’s quality
control monitoring policies and procedures.

16. In addition, SKP’s repeated failure to ensure timely filed Form APs and accurately
filed Form 2s (see below section E.iii, “PCAOB Reporting”) demonstrates that the firm lacked
adequate policies and procedures to obtain reasonable assurance of compliance with
regulatory requirements.15 Once again, SKP’s failure to identify the repeated failure to timely
and accurately file required Form APs and Form 2s, respectively, reflects the deficient nature of
SKP’s quality control monitoring policies and procedures.

17. Accordingly, SKP failed to comply with QC §§ 20-30.

15 See WWC, P.C., PCAOB Rel. No. 105-2022-006 (Apr. 19, 2022) at 13 (“WWC’s repeated Form AP
and annual report violations—which ranged from the omission of required information to late filings
and failures to file at all—demonstrate that the firm lacked sufficient policies and procedures to ensure
that these forms would be accurate and timely filed, in compliance with applicable regulatory
requirements.”).

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ii. Engagement Quality Reviews

18. PCAOB standards require that EQRs be performed on all audits.16 A firm “may
grant permission to the client to use the engagement report only after the engagement quality
reviewer provides concurring approval of issuance.”17

19. SKP failed to obtain EQRs in the 2017-2020 Audits of the PVH Plans. In each
instance, SKP improperly permitted the issuance of its audit reports without obtaining
concurring approval of issuance. As a result, SKP violated AS 1220.

iii. PCAOB Reporting

20. SKP has repeatedly failed to timely file Form APs with the PCAOB and, moreover,
has filed several materially inaccurate Form 2s with the PCAOB.

a. Form APs
21. PCAOB rules require that a registered firm file a Form AP for “each audit report it
issues for an issuer.”18 A Form AP is timely filed if the form is “filed by the 35th day after the
date the audit report is first included in a document filed with the Commission.”19

22. SKP’s audit reports for the 2019 Audits were first included in documents filed
with the Commission on June 24, 2020, when the PVH Plans filed their Form 11-Ks for 2019. SKP
accordingly was required to file Form APs for the 2019 Audits by July 29, 2020, but failed to file
them until February 4, 2021—more than six months late—and only after PCAOB inspectors
alerted the firm to the fact those forms had not been filed.

23. SKP’s audit reports for the 2017 Audits and 2018 Audits were first included in
documents filed with the Commission on June 29, 2018, and June 27, 2019, respectively. SKP
accordingly was required to file Form APs by August 3, 2018, for the 2017 Audits and by
August 1, 2019, for the 2018 Audits. But SKP failed to file Form APs for those audits until
February 16, 2022—over three-and-half years late for the 2017 Audits and over two-and-a-half
years late for the 2018 Audits.

16 AS 1220.01, Engagement Quality Review.

17 AS 1220.13.
18 PCAOB Rule 3211(a), Auditor Reporting of Certain Audit Participants.
19 PCAOB Rule 3211(b).

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24. As a result, SKP violated PCAOB Rule 3211.

b. Form 2s
25. PCAOB rules require that a registered firm “file with the Board an annual report
on Form 2 by following the instructions to that form.”20 The Form 2 Instructions for “Part V –
Offices and Affiliations” require that a registered firm state in response to Item 5.2.a.1. of
Form 2 whether it has any “Membership or affiliation in or with any network, arrangement,
alliance, partnership or association that licenses or authorizes . . . the use of a name in
connection with the provision of audit services or accounting services.”21

26. SKP has filed a Form 2 each year for several years, including in 2018-2021. In
each of the Form 2s that SKP filed in 2018-2021, SKP answered “No” in response to Item
5.2.a.1.

27. SKP knew or should have known that answer was inaccurate. SKP, since January
2015, has been a member of Russell Bedford International (“RBI”), which publicly describes
itself—and is described by SKP—as a network of independent or independently owned firms.
SKP entered into an agreement with RBI in January 2015 that, among other things, licensed SKP
to use the RBI name in connection with SKP’s audit and accounting services. SKP understood
that RBI not only authorized, but encouraged, use of the RBI name and branding in connection
with those services.

28. As a result, SKP violated PCAOB Rule 2200.

IV.
In view of the foregoing, and to protect the interests of investors and further the public
interest in the preparation of informative, accurate, and independent audit reports, the Board
determines it appropriate to impose the sanctions agreed to in Respondent’s Offer.
Accordingly, it is hereby ORDERED that:

A. Pursuant to Section 105(c)(4)(E) of the Act and PCAOB Rule 5300(a)(5), Spielman
Koenigsberg & Parker, LLP is hereby censured;

20 PCAOB Rule 2200, Annual Report.

21 Form 2 – Annual Report Form, General Instructions, https://pcaobus.org/about/rules-
rulemaking/rules/form_2, Part V – Offices and Affiliations, Item 5.2.

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B. Pursuant to Section 105(c)(4)(A) of the Act and PCAOB Rule 5300(a)(1), the
registration of Spielman Koenigsberg & Parker, LLP is revoked;

C. After five years from the date of this Order, Spielman Koenigsberg & Parker, LLP
may reapply for registration by filing an application for registration pursuant to
PCAOB Rule 2101;

D. Pursuant to Section 105(c)(4)(D) of the Act and PCAOB Rule 5300(a)(4), a civil
money penalty in the amount of $150,000 is imposed on Spielman Koenigsberg
& Parker, LLP. All funds collected by the Board as a result of the assessment of
this civil money penalty will be used in accordance with Section 109(c)(2) of the
Act. Spielman Koenigsberg & Parker, LLP shall pay the civil money penalty within
ten days of the issuance of this Order by (1) wire transfer in accordance with
instructions furnished by Board staff; or (2) United States Postal Service money
order, bank money order, certified check, or bank cashier’s check (a) made
payable to the Public Company Accounting Oversight Board, (b) delivered to the
Office of Finance, Public Company Accounting Oversight Board, 1666 K Street,
N.W., Washington D.C. 20006, and (c) submitted under a cover letter, which
identifies Spielman Koenigsberg & Parker, LLP as a respondent in these
proceedings, sets forth the title and PCAOB release number of these
proceedings, and states that payment is made pursuant to this Order, a copy of
which cover letter and money order or check shall be sent to Office of the
Secretary, Attention: Phoebe W. Brown, Secretary, Public Company Accounting
Oversight Board, 1666 K Street, N.W., Washington, D.C. 20006. By consenting to
this Order, Spielman Koenigsberg & Parker, LLP acknowledges that a failure to
pay the civil money penalty described above may alone be grounds to deny any
reapplication for registration pursuant to PCAOB Rule 2101. Spielman
Koenigsberg & Parker, LLP shall not seek or accept, directly or indirectly,
reimbursement or indemnification from any source including, but not limited
to, any current or former affiliated firm or professional(s) or any payment
made pursuant to any insurance policy, with regard to any amounts that
Spielman Koenigsberg & Parker, LLP shall pay pursuant to this Order.

E. Pursuant to Section 105(c)(4)(G) of the Act and PCAOB Rule 5300(a)(9), Spielman
Koenigsberg & Parker, LLP is required:

1. before filing with the Board any future registration application, (a)
to establish policies and procedures, or revise and/or supplement existing
policies and procedures, for the purpose of providing SKP with reasonable
assurance of compliance with regulatory requirements applicable to audits and

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reviews of issuers;22 (b) to establish a policy of ensuring training of personnel,

whether internal or external, on an annual or more frequent regular basis,
concerning requirements applicable to audits and reviews of issuers; and (c) to
ensure training pursuant to that policy on at least one occasion; and

2. to provide with any future registration application a written

certification of compliance with the above undertakings, written evidence of
compliance in the form of a narrative, exhibits sufficient to demonstrate
compliance, and such additional evidence of and information concerning
compliance as the staff of the Division of Registration and Inspections may
reasonably request.

ISSUED BY THE BOARD.

/s/ Phoebe W. Brown

________________________
Phoebe W. Brown
Secretary

October 18, 2022

22 See PCAOB Rule 1001(i)(iii), Definitions of Terms Employed in Rules (“The term ‘issuer’ means an
issuer (as defined in Section 3 of the Exchange Act), the securities of which are registered under Section
12 of that Act, or that is required to file reports under Section 15(d) of that Act, or that files or has filed a
registration statement that has not yet become effective under the Securities Act of 1933, and that it
has not withdrawn.”).

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