Author: Caleb Newquist

Founding editor, Going Concern.

Dear CFO, Tell Us Everything We Want to Know About Your Repos or We’re Coming in with Guns Blazing. Sincerely, the SEC

As we mentioned this morning, twn to brass tacks on these repurchase agreements that have captivated the entire financial world. Maybe “captivated” is overstating it but there’s been no shortage of commentary out there blaming Lehman’s shifty accounting ways for nearly ending the entire world as we know it.

The SEC let Lehman Brothers and Ernst & Young take their public beatings but now they’re moving on. The Commish’s Division of Corporation Finance sent out the following letter to “certain public companies” (aka banks) this month in order to get the scoop on their repos.


Furthermore, you should probably take this letter as a good indication of how the SEC feels about them in general, sayeth Edith Orenstein, ” would suggest companies, auditors, legal counsel, and audit committees consider such “Dear CFO” letters as illustrative of the SEC’s general view on accounting and disclosure matters for the issue(s) addressed in the letter.”

Oh yeah, about that letter. It’s long and has plenty of standard SEC vernacular so we’ll give you the abbreviated version (although the full thing appears below for you sickos).

“For those repurchase agreements you account for as collateralized financings, please quantify the average quarterly balance for each of the past three years. In addition, quantify the period end balance for each of those quarters and the maximum balance at any month-end. Explain the causes and business reasons for significant variances among these amounts.”

Translation: “Listen you shifty bastards, we know you move that sh*t off the books right before the end of the quarter. You won’t be able to hide it when we ask you for the averages.”

“[I]f you accounted for repurchase agreements, securities lending transactions, or other transactions involving the transfer of financial assets with an obligation to repurchase the transferred assets as sales and did not provide disclosure of those transactions in your Management’s Discussion and Analysis, please advise us of the basis for your conclusion that disclosure was not necessary and describe the process you undertook to reach that conclusion.”

Translation: “We’re guessing you didn’t tell anyone that you were parking a bunch of capital sucking crap off your books in your MD&A. If that’s the case, you get to explain to us, in excruciating detail, how you came to that asinine conclusion.”

If the Commission isn’t satisfied, it’s likely that the next step will be an interrogation in a poorly lit room. When your handlers leave, an incessant buzzing sound will commence until you soil yourself. Then they’ll try asking you again. Keep your fingers crossed that you don’t get a letter.

Dear Chief Financial Officer:

We are currently reviewing your Form 10-K for fiscal year ended ______. In our effort to better understand the decisions you made in determining the accounting for certain of your repurchase agreements, securities lending transactions, or other transactions involving the transfer of financial assets with an obligation to repurchase the transferred assets, we ask that you provide us with information relating to those decisions and your disclosure.

With regard to your repurchase agreements, please tell us whether you account for any of those agreements as sales for accounting purposes in your financial statements. If you do, we ask that you:

• Quantify the amount of repurchase agreements qualifying for sales accounting at each quarterly balance sheet date for each of the past three years.

• Quantify the average quarterly balance of repurchase agreements qualifying for sales accounting for each of the past three years.

•Describe all the differences in transaction terms that result in certain of your repurchase agreements qualifying as sales versus collateralized financings.

•Provide a detailed analysis supporting your use of sales accounting for your repurchase agreements.

• Describe the business reasons for structuring the repurchase agreements as sales transactions versus collateralized financings. To the extent the amounts accounted for as sales transactions have varied over the past three years, discuss the reasons for quarterly changes in the amounts qualifying for sales accounting.

• Describe how your use of sales accounting for certain of your repurchase agreements impacts any ratios or metrics you use publicly, provide to analysts and credit rating agencies, disclose in your filings with the SEC, or provide to other regulatory agencies.

• Tell us whether the repurchase agreements qualifying for sales accounting are concentrated with certain counterparties and/or concentrated within certain countries. If you have any such concentrations, please discuss the reasons for them.

• Tell us whether you have changed your original accounting on any repurchase agreements during the last three years. If you have, explain specifically how you determined the original accounting as either a sales transaction or as a collateralized financing transaction noting the specific facts and circumstances leading to this determination. Describe the factors, events or changes which resulted in your changing your accounting and describe how the change impacted your financial statements.

• For those repurchase agreements you account for as collateralized financings, please quantify the average quarterly balance for each of the past three years. In addition, quantify the period end balance for each of those quarters and the maximum balance at any month-end. Explain the causes and business reasons for significant variances among these amounts.

In addition, please tell us:

• Whether you have any securities lending transactions that you account for as sales pursuant to the guidance in ASC 860-10. If you do, quantify the amount of these transactions at each quarterly balance sheet date for each of the past three years. Provide a detailed analysis supporting your decision to account for these securities lending transactions as sales.

• Whether you have any other transactions involving the transfer of financial assets with an obligation to repurchase the transferred assets, similar to repurchase or securities lending transactions that you account for as sales pursuant to the guidance in ASC 860. If you do, describe the key terms and nature of these transactions and quantify the amount of the transactions at each quarterly balance sheet date for the past three years.

• Whether you have offset financial assets and financial liabilities in the balance sheet where a right of setoff — the general principle for offsetting — does not exist. If you have offset financial assets and financial liabilities in the balance sheet where a right of setoff does not exist, please identify those circumstances, explain the basis for your presentation policy, and quantify the gross amount of the financial assets and financial liabilities that are offset in the balance sheet. For example, please tell us whether you have offset securities owned (long positions) with securities sold, but not yet purchased (short positions), along with any basis for your presentation policy and the related gross amounts that are offset.

Finally, if you accounted for repurchase agreements, securities lending transactions, or other transactions involving the transfer of financial assets with an obligation to repurchase the transferred assets as sales and did not provide disclosure of those transactions in your Management’s Discussion and Analysis, please advise us of the basis for your conclusion that disclosure was not necessary and describe the process you undertook to reach that conclusion. We refer you to paragraphs (a)(1) and (a)(4) of Item 303 of Regulation S-K.

As noted above, we seek to better understand the basis for your decisions and your disclosure. Please provide us with a written response to these questions within ten business days from the date of this letter or tell us when you will respond. Upon our review of your response to these questions, we may have additional comments that we will provide to you with any other comments we may have on your Form 10-K.

Please contact me if you have any questions.

Sincerely,

Senior Assistant Chief Accountant

IFAC President Bob Bunting: IFRS Adoption Is Necessary to Keep U.S. Businesses Competitive

International Financial Reporting Standards (IFRS) will continue to be more prevalent in the accounting landscape. Regardless of the SEC’s strategy of procrastination, it is the opinion of many that it’s a matter of “when” the standards will ultimately be adopted by public companies in the United States, not “if.”

There are many questi have related to this important issue. Accordingly, we’re opening a dialogue with experts of all opinions about IFRS so that you may be better prepared for this monumental development in financial reporting.


Bob Bunting is the President of the International Federation of Accountants (IFAC). Mr Bunting is former Chairman of the AICPA Board of Directors and the former Chairman and CEO of Moss Adams, serving in that role from 1982 to 2004. He currently serves as the lead partner for Moss Adams’ International Services Group.

Do you support the adoption of International Financial Reporting Standards in the United States? Please explain why or why not.

We definitely support the ultimate adoption of IFRS for publicly listed companies in the United States. Our principal trading partners, including Europe, Canada, China, India, Brazil, and Mexico, have already either adopted IFRS or are well on their way to a mandatory adoption date. Most U.S. public companies have at least some exposure to foreign markets and will have to grapple with IFRS even if it’s not the U.S. standard. The cost of conversion to IFRS in the United States will pale in comparison to the long-term costs of dealing with a dominant world standard (IFRS) for out-of-country reporting and having to maintain U.S. GAAP systems and reports for U.S.-only reporting.

What’s the most common argument you hear against IFRS?

There are a number of myths associated with IFRS. One is that it’s a “foreign” standard. In fact, the United States has been a dominant force in the International Accounting Standards Board (IASB) from its inception, and the convergence process between the IASB and the U.S. FASB has profoundly affected the shape and direction of IFRS for many years. Another complaint is that IFRS might not be “robust” enough for the U.S. market. This comes in part from the fact that IFRS is principles-based and U.S. GAAP is rules-based. Codified U.S. GAAP runs approximately 17,000 pages of text because of its rules orientation, whereas IFRS runs fewer than 3,000 pages. Since the FASB and IASB have been on a path to converging the two standards for more than six years, it’s hard to argue that one standard is more robust than the other.

If I’m a client that is skeptical of IFRS how do you convince me that A) it’s the best thing for my company from a financial reporting perspective and B) it’s the best thing for my company from a cost perspective?

IFRS may not be the best near-term option for a purely domestic U.S.-based company. However, companies with substantial international footprints have found that the cost of operating under two standards is far greater than operating under one. This cost will seem increasingly burdensome if the United States becomes the only country in the world not using IFRS.

Does it make a difference if the United States follows one set of rules and the rest of the world follows another set of rules?

It could make a huge difference, as the U.S. banking industry discovered in the early stages of the financial crisis. A good illustration of this is the debate over fair value. Multinational companies compete for capital globally. If U.S. and international standards require different approaches to fair value, it’s highly likely that either U.S. companies or their foreign competitors may find that their respective financial performance looks better or worse under one set of standards than the other. Companies reporting under the more attractive standard may report better results. In extreme cases those results could be the difference between apparent success and technical violation of lending covenants or even bankruptcy.

It’s a big challenge for accounting professionals to keep up with the rules that they currently follow. Is it reasonable to expect them to prepare for a switch to standards that will drastically change their methods?

We recognize that many accountants might be tempted to make this argument. However, as capital, trade, and even small companies become more global, an ever-larger portion of the accounting profession has been forced to learn at least two standards (IFRS and U.S. GAAP). This large and growing portion of the accounting workforce recognizes that one standard is a lot easier to keep up with than two. As IFRS grows in its dominance—and make no mistake, it’s overwhelmingly the dominant standard—U.S. accountants run the risk of having their skills marginalized and their job prospects limited by their desire to avoid change.

Only a small number of colleges and universities are implementing international rules and standards in their curriculum. How will higher ed catch up?

I visit with many U.S. accounting professors in my role as president of IFAC. Virtually all that I have met with are introducing IFRS content in their accounting curriculum. Most seem to accept that IFRS is an eventual certainty, and they would love to have better guidance from the regulators so that they can plan for transition better. Additionally, financial reporting is only one part of an accounting education. Integrating IFRS into a curriculum should involve three or four classes out of dozens that accounting students are required to take.

How would you respond to the argument that the only people that will benefit from the conversion to IFRS are the partners in large public accounting firms?

While adoption of IFRS in the United States will create new revenues for some accounting firms, they won’t be the principal beneficiaries. I’m pretty sure that the SEC commissioners did not confirm the IFRS road map to enrich accountants of any stripe. IFRS adoption is ultimately necessary to keep U.S. businesses competitive in the global contest for capital and investors. U.S.-based multinational companies have been strong supporters of IFRS adoption as a means of reducing their financial reporting costs and ensuring a level playing field with their foreign competitors. This ultimately benefits U.S. investors, and this is whom the SEC commissioners are charged with protecting.

The SEC remains cautious with regard to IFRS. What is your reaction to their recent announcement?

The SEC is charged with protecting U.S. investor interests. They’ve expressed concern about the lack of investor input during the comment period following the original publication of the road map. They’ve committed to gathering further input from investors as part of the new work plan. The fact that the commissioners recommitted to the road map, with some changes, suggests that they think adoption of IFRS is more likely than not to be in investors’ best interests. It seems prudent to be cautious and seek more input, but we doubt that the outcome of this process will do much to change the commissioners’ decision.

Maybe Deloitte Should Give Up Doing Business in Italy

Deloitte has managed to get itself into more trouble in Italy. After settling the lawsuit with freakishly long-life milk company Parmalat, the firm may be facing charges of “market manipulation, false accounting and obstruction of justice, as well as fraud,” according to Bloomberg.


In this particular Italian job, Deloitte is lumped in with a couple of Deutsche Bank employees, who were allegedly complicit in losses at Banca Italease SpA, “Milan prosecutors are probing Italease after potential losses accumulated by clients on interest-rate swaps swelled in 2007 and the bank’s unprofitable positions ballooned. The Bank of Italy fired the company’s board in July 2007 for lack of internal controls.”

While zee Germans are standing behind their two boys, Francesco Giuliani and Dario Schiraldi, Deloitte didn’t comment for the article but the firm is certainly familiar with the tenacity of the Italians are not be trifled with. The Parmalat case dragged on for over six years before investors finally received a settlement from the firm so you can expect that the screwed investors of Italease will be equally as determined.

Deutsche Bank Employees, Deloitte Said to Face Charges in Milan [Bloomberg BusinessWeek]

Doug Shulman Takes It as a Compliment That the IRS Is the ‘Go-to’ Government Agency

If you’re a member of the AICPA the biggest benefit you enjoy is not the prestige, not the certificate that you have mounted on your wall but the Journal of Accountancy that shows up in your mail every month. It’s really solid that your firm shells out good money on an annual basis so you can add new Excel tips to your spreadsheet wizard repertoire.

JofA manages to talk to a number of high profile as well, which you would expect from a behemoth professional journal. Case in point, when we received the latest month’s issue we couldn’t help but get a little giddy seeing Doug “Help me, help you” Shulman. We flipped to the Q&A immediately after seeing his handsome mug on the cover only to find the Commish’s picture at right. It makes us think that he’s channeling Monty Burns, which some of you probably find appropriate.


The Q&A is pretty much what you would expect, touching on the new preparer regulations, “We ran a very open, transparent, public dialogue about this,” to threatening offshore tax scofflaws, “The U.S. government is getting very serious about rooting out offshore tax evasion,” and warning whistleblowers not to expect that money any time soon, “[T]his could take multiple years to get the awards out. But I’m a big fan of the program.”

A couple of more interesting statements, include how excited Dougie is that all the assignments that other government agencies don’t want, get dumped on the service, “it’s…a big compliment that we’re seen as a ‘go-to’ agency in government.”

That being said, this particular interview was certainly conducted prior to the passage of the healthcare reform bill and no mention of the IRS’ role in enforcement (or lack thereof) was brought up. Maybe if the JofA had seen the Bill O’Reilly/Anthony Weiner throwndown it would have been a stop the presses moment.

The only other thing worth noting is that pizza parlors around the country might want to tighten up the ship in the coming months, “We will build features into our technology system so if we see, say, a pizza parlor that says they had $90,000 of sales last year and it shows that they had $85,000 of credit card sales and we know that pizzerias have a lot of cash sales, that will be a red flag. We’ll use it to better target our audits, to see where there’s potential noncompliance, and then we’ll use it to better focus our resources.”

Maybe the Commish is just giving an example of what a red flag is but using this particular example rather than say, a celebrity, seem peculiar. Just leave Di Fara alone, okay?

Tax From the Top: Q&A With IRS Commissioner Doug Shulman [Journal of Accountancy]

Accounting News Roundup: Treasurer Is Not a Disclosure-Worthy Position at Overstock.com; SEC Investigating Repurchase Accounting; Deloitte Considers Camping at World Financial Center | 03.30.10

• Another Key Departure at Overstock.com: It Went Unreported, Too [White Collar Fraud]
Criminal-turned-forensic sleuth Sam Antar is reporting on his blog that SEC problem child Overstock.com had another key employee depart the company but this time, the Company failed to report it publicly. Gary Weiss was tipped off about the departure of Richard Paongo, the former Treasurer at OSTK, in an anonymous post that was confirmed on Mr Paongo’s LinkedIn profile.

It appears that Mr Paongo’s departure occurred around the same time as ex-CFO David Chidester’s which was reported to the SEC.


Sam notes the requirements of an 8-K disclosure:

If the registrant’s principal executive officer, president, principal financial officer, principal accounting officer, principal operating officer, or any person performing similar functions, or any named executive officer, retires, resigns or is terminated from that position, or if a director retires, resigns, is removed, or refuses to stand for re-election (except in circumstances described in paragraph (a) of this Item 5.02), disclose the fact that the event has occurred and the date of the event.

So maybe OSTK figured that Paongo’s was worth sharing with investors? Sam says, “Apparently, it’s Overstock.com’s position that none of the above applies to Rich Paongo. However, Paongo’s departure from Overstock.con [sic or maybe not?] can be viewed as a material event requiring disclosure amid an expanding SEC investigation and given Paongo’s role at the company.”

Whether or not Paongo’s departure qualifies as a disclosable event might be arguable but the timing of his departure is certainly noted. In semi-related news, Overstock still has a couple of days before the 10-K extension runs out, so we’re likely to hear more out of SLC.

• S.E.C. Looks at Wall St. Accounting [NYT]
With Repo 105 on everyone’s brain, the SEC figured it should snoop around and see who else is using the repurchase agreements. Bank of America and JP Morgan have already admitted that they use repurchase agreements but Mary Schapiro remains coy about what companies are getting the crook-eye.

• Deloitte eyes sticking with World Financial Center [Crain’s New York]
Deloitte is in the market for about 600,000 square feet to house some its New York employees and one possibility is that the firm will set up camp at World Financial Center where it is currently the largest tenant. The firm is also reportedly considering 825 Eighth Ave.

Crain’s reports that Casa de Salzberg was looking for 1 million square feet last year, considering possible locales at 11 Times Square and 277 Park Ave. Deloitte insists that it was never looking for 1 million square feet and will be perfectly happy to cram the employees from the current two non-WFC locations into one place.

The PCAOB Proposes Ideas on How Auditors Can Better Communicate with Other Human Beings

Last week the PCAOB announced that it was getting serious about audit committee communication after it was revealed that Ernst & Young kinda sorta didn’t think the Repo 105 sitch was worth brining up to the Lehman Brothers audit committee. Granted, Dick Fuld is pretty scary dude and has probably eaten plenty of Big 4 partners for breakfast in his day but avoiding the awkward convo this time around almost resulted in everyone fighting over stale hot dog buns in the street.


Oh sure, the PCAOB has been kicking this around for awhile but something needed to happen to get their motors going and it appears that the LEH/E&Y fallout has done the trick. We might be completely wrong on this but it’s becoming increasingly obvious that the PCAOB has lost faith in auditors to do their jobs and will continue to inundate them with rules until they get an “Uncle.”

How about that statement? It’s the typical press release whathaveyou including quotes from the bigshots:

“The proposed standard on audit committee communications is intended to enhance the relevance and effectiveness of the communications between an auditor and audit committee throughout the course of an engagement,” said PCAOB Acting Chairman Daniel L. Goelzer.

“The proposed standard contains appropriate requirements to achieve effective, two-way communication between the auditor and the audit committee, which we believe would improve audit quality,” said Chief Auditor, Martin F. Baumann.

So if we take Goelzer and Baumann at their word, audit committee communication has been pretty ineffective up to this point? That’s good to know.

And here’s the gist of the required communication:

• Communication of an overview of the audit strategy, including a discussion of significant risks, the use of the internal audit function; and the roles, responsibilities, and location of firms participating in the audit;

• Communication regarding critical accounting polices, practices, and estimates;

• Communication regarding the auditor’s evaluation of a company’s ability to continue as a going concern; and,

• Evaluation by the auditor of the adequacy of the two-way communications.

So there’s your checklist people. Sorry to ask but were these items not being discussed previously? One could assume that since these items are on the list, they weren’t always being discussed in practice. Does standard audit committee communication revolve around Gossip Girl? Tiger Woods’ mistresses?

This really appears to be an example of the PCAOB taking away auditors’ “professional judgment” and making them “professional inquisitors.” Further, as Jim Peterson has pointed out, checking off required communication will do nothing to protect auditors from liability in the future, “there is no legal defense or ‘safe harbor’ in American law based on proof of compliance with professional standards – box ticked or otherwise.”

In other words, make all the professional requirements you want, auditors are still going to get sued and claiming “But we checked the box!” will not work as a defense. So the rationale must have been checklists are fun and easy to follow? Sigh. You’ve got until May 27th to get your thoughts in on this thing before it gets rubber stamped. Get on it.

Press Release [PCAOB]

A Salute to Charlie Rangel

Apparently it’s Chuck Rangel day here at GC. Since we know there is a contingent of you that love Rangs and his exploits (and bow ties!) we feel compelled to follow up the ironic tax advice report with this.


We don’t know who’s running against Rangel (anyone?) this fall but we don’t see how this spot would be excluded from the arsenal.

[h/t TaxProf]

Here’s Why Most Sin Taxes Aren’t Stupid (Hint: It Makes More Things Legal)

Elie Mystal, the Editor of our sister site Above the Law, did a fair amount of kvetching over the Texas “pole tax” on Friday. He focuses primarily on his distaste for sin taxes, “I can’t avoid sin taxes — and thus I can’t stand them. First of all, they are regressive. Secondly, they’re anti-business. So we literally have a tax regime that freedom-loving progressi conservatives should hate, and yet sin taxes continue to be an acceptable way for the government to shove its morality down our throats.”

We’ll address that statement in a minute but first, we’ll examine the pole tax which supporters have stated, “is an appropriate exercise in state power — promoting public safety by discouraging the ‘combustible combination’ of drinking and live nudity.”


Elie’s thoughts:

Nude women + alcohol = rape? What kind of sex crazed sociologist came up with that equation? Just because boobs and beer make your sick ass go out and terrorize females doesn’t mean that other males are incapable of telling the difference between fantasy and cold, lonely reality.

And if this is a serious problem — what the f*** is $5 going to do about it? Texas legislators want us to believe that there is an epidemic of sexual assaults occurring because of the “combustible combination” of alcohol and live nude girls, but they also want us to believe that a $5 surcharge is going to make a difference.

We agree with Elie that Texas has come up with a bad — nay — horrendous idea. An extra $5 at the door isn’t going to accomplish a damn thing. Strip clubs are highly “combustible” environments regardless; taxing patrons to get them to think twice before entering doesn’t make a lot of sense.

Where Elie is dead wrong is his notion that “Either [the behavior subject to tax] is a serious societal problem that the government needs to step up and make [it] illegal — or it isn’t. If it’s not that big a deal, then what is a sin tax other than the government trying to get a taste of a lucrative American business?“

We have a problem with the “step up and make it illegal” part. The decriminalization and taxation of certain “sins” is a perfectly good way for states to raise money since taxes on income and property are far more political and thus, not effective.

Alcohol and tobacco both cause a myriad of health problems in humans that can result in high medical treatment costs. Taxes on these items are appropriate in order to supplement the burden that they place on society as a whole. Drugs and prostitution are, for the most part, criminalized. Thousands of people are arrested and jailed yearly for engaging in these behaviors, imposing millions of dollars in costs to taxpayers. Here’s a newsflash: human beings are not — ARE NOT — going to stop engaging in these behaviors. So why not take the “criminal” element out of the equation?

If they were to be made legal, highly regulated and taxed, states could enjoy new revenue streams and citizens can engage in behavior that they choose. That’s something many “freedom loving progressives” can certainly get behind. Plus, if drugs and prostitution are legal, won’t this encourage entrepreneurship and a more competitive marketplace? That sounds like something “money-loving conservatives” would approve of.

So while we’re with Elie railing against Texas’ impotent legislation, sin taxes are useful when implemented intelligently. California is putting legalized marijuana to a vote and DC may not be far behind so maybe we’re beginning to see some common sense for a change.

No Sin Taxes in the Champagne Room [ATL]
Earlier:
Texas Stripper Tax Will Survive One More Valentine’s Day

What’s the Best Course of Action When Your Client Starts Sobbing Over Their Tax Bill?

Tax professionals require many traits: good with numbers; explaining complex issues; the ability to forego adequate sleep regularly; borderline insanity, among others. One talent that some tax gurus, certainly not all, possess is that of makeshift therapist. When you think about it, this makes perfect sense, since Americans hate taxes and the IRS.

This passionate resentment obviously leads to strong emotions and sometimes actions; emotions that have to be addressed by tax professionals. Many situations that CPA, EA, or tax attorney encounter necessitate the phrase “calm your ass down.”


From the San Francisco Chronicle, a few examples include, marital relations “My actual designation is enrolled agent, but it should be marriage and family counselor…Sometimes I know about a divorce before the spouse. Or I’ll get a call after a couple has just had a hellacious fight, and she or he wants to have the tax refund put in another account.”

Then of course, the overall warped fear of the IRS that no amount of Xanax will help subside:

“People have had it drilled into their heads that the IRS is as close as we can get to the secret police,” says Stephen Graves, a CPA in downtown San Francisco who has been preparing tax returns for more than 40 years.

“The IRS (audit) is the adult equivalent of being called into the office — it’s a very interesting, basic emotion,” he adds. “Twenty to 30 percent of my job is kind of like being a shrink, and guiding them through that fear.”

However, the biggest common denominator that tax pros report is the weeping. All clients have personal problems of some sort but when you break the news to them that they owe the Feds a grip of cash, that can be too much to bear.

Your inclination may be to roll your eyes and drum your fingers on your desk until they get it out or to point at them accusingly and shout, “Jesus! Pull yourself together man!” but this would not be the advised course of action. The most effective? Nod, listen and don’t get all judge-y:

[T]heir techniques are decidedly un-quantitative. “I listen…I try not to patronize them and say, ‘Everything will be OK.’ I try and be a good listener. A lot of times people just need to get it off their chest and get on with it.”

“I try to be empathetic…Nobody leaves my office without a hug.”

There’s the answer friends. Hugs. More hugs.

Tears and taxes: Meet my therapist, the accountant [SF Chronicle]

PwC Had Enough with Old Republic’s Sketchy Accounting

Accounting firms take a lot of grief for bending over backwards for their clients. They’re in the client service business after all and keeping them as happy as possible is priority numero uno (despite what you might hear). Considering this factoid, when an accounting firm decides to cut a client loose for a “disagreement” over an accounting practice, we feel that’s a pretty good reason for any future accounting firm to think long and hard before taking on said client (case in point: KPMG taking the Overstock.com audit).


PricewaterhouseCoopers notified Old Republic International Corp. on March 19th that they would be “declining to stand for re-election as Old Republic’s independent registered public accounting firm for 2010.” That’s nice SEC filing language for “We’re so grossed out by you that we refuse to audit you any more.”

The two firms disagreed about the accounting treatment of “certain mortgage guaranty reinsurance commutation transactions with captive reinsurers owned by lending institutions.” That description alone makes us nauseous. The gist from Old Republic’s 8-K filing:

Old Republic had concluded that, in accordance with traditional reinsurance accounting practices, funds received ($82.5 million) in excess of amounts owed to it by the captive reinsurers should be deferred and recognized in the income statements of the future periods during which the related claim costs were expected to occur. PwC believed that generally accepted accounting principles (“GAAP”) required that the $82.5 million be recognized immediately as income from a contract termination.

So you have “traditional accounting practices” versus almighty GAAP. The tradish accounting wasn’t good enough for PwC, so they brought the probelme to the attention of the audit committee. The AC ultimately decided…wait…that management was correct. Shocked? Us too. The disagreement was brought to light back in November and in a press release when the company said that the transactions in question “which resulted in little consequential effect on the pretax loss.”

Apparently PwC wouldn’t let it go and the Company called in the SEC to get their $0.02 on the matter. Lo and behold, the Commission sided with PwC. After a lot profanity-laced belly aching (that’s what we imagine, anyway) and sleepless nights for both OR’s accounting department and the PwC audit team (that’s not debatable), Old Republic filed the delayed 10-Q last month with restated financial statements.

After what was surely 5 or so months of pure hell, PwC figured that this was an awkward enough situation that a break up was warranted. This was probably the perfect opportunity for PwC to get out of this engagement. They figured Old Republic wasn’t going to change their less-than GAAP-y ways, the audit committee is obviously no help, and God knows you don’t want to get the SEC involved every single time there’s a disagreement. If you were to ask us, its seems like a pretty logical reaction.

Now the only question is, which audit firm picks up Old Republic? PwC will certainly have some interesting things to share with the firm that decides they’re up for this particular headache.

PricewaterhouseCoopers drops Old Republic [Chicago Breaking News/CT]
8-K [SEC.gov]

The Irony of Charlie Rangel Giving Tax Advice Is Not Lost on His Constituents

Charlie Rangel may have lost (temporarily!) his Chairmanship of the House Ways & Means committee because of a few tax issues but that doesn’t mean he isn’t willing to shell out a bit of tax advice during tax season.

Rangs sent a flier in the mail to his 15th District constituents so they could “put money back into your pockets.”

This particular bit of irony was not lost on the voters in the 15th District; the Daily News shared some of their thoughts including the obvious, “It’s probably not the best time to put something like that out,” to the practical, “I’d never take tax advice from that guy,” and those pointing out the chutzpah, “That is amazing. He certainly has gall.”


A spokesman is quoted that this SOP for Charlie during this time of year, “[He] has sent his tax newsletter to constituents for many years in order to assist them in filing their tax returns and ensuring that those who are eligible take advantage of important benefits, including the Earned Income Tax Credit.”

So maybe this is one of those time-honored Congressman Rangel traditions in the 15th District that operates like clockwork. Every tax season, voters can expect to get Chuck’s smiling face in their mailbox sharing tax advice on laws that he has helped write for decades. A little tax-related scandal isn’t going to put a stop to that. Unfortunately, we’re guessing the pamphlet doesn’t discuss how to exclude $75,000 in income from a rental property in the Dominican Republic. That would be taking things a bit too far.

Rep. Charlie Rangel’s constituents tell congressman to keep tax advice to himself [NYDN]