On or about July 20, 2012, in a telephone call with one investor, Sullivan candidly admitted, “Your money is all gone. This is a Ponzi scheme.”- SEC Complaint
The Securities and Exchange Commission today announced that it had filed fraud charges against a Denver company and two Colorado residents, charging them with carrying on a decades-long Ponzi scheme that took in at least $15.7 million from investors nationwide. Michael J. Turnock, William P. Sullivan, and their company Bridge Premium Finance, LLC ("BPF") were charged with multiple violations of federal securities laws. It is estimated that investors losses may near ten million dollars, and the SEC is seeking an emergency asset freeze to prevent further dissipation of investor funds.
Turnock was the principal of BPF, while Sullivan was the chief financial officer. BPF, which until September 2005 was known as Berjac of Colorado, LLC ("Berjac"), purported to be in the business of insurance premium funding. In 1996, Turnock bought a majority interest in Berjac, eventually purchasing the remaining interest in 2004. Potential investors were told they would be paid an annual return of twelve percent, and that their funds would be used to extend short-term loans to small businesses that would use the funds to pay up-front commercial insurance premiums. Further details were spelled out in a short brochure distributed by Turnock, including that the investment was "100% safe" and protected by the "Colorado Insurance Guarantee Fund."
Investors were issued promissory notes, known as "Berjac Notes" from 1996 to 2005, and "Bridge Notes" from 2005 thereafter. These notes, which were open-ended in term, were said to be payable on demand by investors, which was touted to investors as evidence of the liquidity of the investment. Ultimately, more than 120 investors contributed approximately $15.7 million to the scheme. BPF's promissory note offerings were never registered with any federal or state securities regulator.
Turnock claimed that BPF could afford to pay such generous returns due to the rate of interest BPF received on the "bridge loans" it was making. However, according to the SEC, while BPF had not had a profitable year in over a decade and had generated less than $2.5 million in revenue from 1998 to 2012, it still managed to make payments consisting of purported interest and principal redemptions to investors totaling $12.3 million. Indeed, revenues had been negative since at least January 2011. The company depended on a constant inflow of new investor funds in order to satisfy interest payments and redemption requests - a classic hallmark of a Ponzi scheme. The SEC began investigating in June 2012. After an investor telephoned Sullivan after learning of the investigation, Sullivan told him,
“I have a lawyer and I shouldn’t be talking to you. But I feel bad because you were just here in May. Your money is all gone. This is a Ponzi scheme.”
In subsequent interviews with SEC officials, Turnock and Sullivan refused to answer investigator's questions, citing their Fifth Amendment privileges against self-incrimination due to the possibility of criminal charges. While certainly permitted, the invocation of Fifth Amendment privileges in a civil lawsuit also comes with the strong possibility that those refusals to answer will be accompanied by an adverse inference when presented to a finder of fact, whether it be a judge or jury. See Baxter v. Palmigiano, 425 U.S. 308, 318 (1976).
The SEC is seeking injunctive relief, disgorgement of all ill-gotten gains, and civil monetary penalties.
A copy of the SEC's complaint is here.