Author: Caleb Newquist

Founding editor, Going Concern.

Offshore Account Holdouts Better Start Coming Up with Excuses

Thumbnail image for IRS_logo-thumb-150x140.jpgThe jig is finally up for 500 UBS customers. The Swiss bank has notified the first group of the 4,000 some-odd clients that UBS said they would turn over to the IRS. This is one of those, “Have you ever had to deliver bad news to someone and if so, how did you handle it?” moments.
The good news for you holdouts is that you can still appeal:

Those taxpayers whose names have been selected have 30 days to appeal to Switzerland’s administrative court. Um, good luck with that. Part of the criteria for determining whether to turn over the names involved instances of “clear fraudulent actions” including the production of false documents. I’m not sure you could argue your way out of that one – even in Switzerland.

Never mind. You people are screwed.
UBS Set To Turn Over First Set of Names [Tax Girl]

Patrick Byrne: Noooo, Grant Thornton, You’re Lying

Thumbnail image for patsy_byrne.jpgOkay you guys, this Overstock.com/Grant Thornton cat fight is getting real mature.
Your humble servant Patrick Byrne has responded to Grant Thornton’s letter stating, in no uncertain terms that he is a L – I – A – R by saying, “I know you are but whatami? I know you are but whatami? I know you are but whatami?”
In the latest OSTK press release, Patsy lists nine points of contention that he has with Grant Thornton’s letter to the SEC which started all this “You’re a liar!” business. We’ve presented some of our favorite moments after the jump for your enjoyment (all emphasis is ours):

4. Grant Thornton Letter: “Further, paragraph 4 references a report on the Company’s consolidated financial statements for the year ending December 31, 2009. As we have not performed an audit of the Company’s financial statements for any period, this reference is incorrect.”
We know that Grant Thornton never performed an audit of our 2009 financial statements and, again, we never said otherwise: as it is currently November, 2009, our 2009 financial statements do not exist. The SEC requirement is that we disclose what Grant Thornton would have disagreed with had it performed what our audit committee engaged them to do – an audit of our 2009 financial statements. We complied with the SEC requirement. I’m not sure what Grant Thornton expected us to say in prefacing the explanation of our disagreements with Grant Thornton.
…
6. Grant Thornton Letter: “We disagree with the Company’s statement in paragraph 7 ‘that upon further consultation and review within the firm, Grant Thornton revised its earlier position’ regarding the previously filed 2009 interim financial statements. This statement is not accurate. The Company brought the overpayment to a fulfillment partner to Grant Thornton’s attention in October. After additional discussions with the Company, the predecessor auditor and receipt of additional documentation from the Company we determined that the Company’s position as to the accounting treatment for the overpayment to a fulfillment partner was in error.”
This is a falsehood. On several occasions Grant Thornton discussed with and provided guidance on the accounting for the $785,000 fulfillment partner overpayment during and prior to October…
7. Grant Thornton Letter: “Further the Company’s statement does not address the fact that the consultation noted in paragraph 5 was in relation to the ongoing incomplete review of the September 30, 2009 interim financial statements.”
This is a curious statement given that on October 30 Grant Thornton sent a final report dated November 5 (for a November 6 audit committee meeting) to our audit committee stating that “[w]e have concluded our review of the most recent interim quarter. Our review procedures identified certain immaterial differences,” all of which “are currently being addressed by management or will naturally be corrected by year-end.” These immaterial differences amounted to a net $35,000 for the first nine months of 2009.
8. Grant Thornton Letter: “We have also read Item 4.02 of Form 8-K of Overstock.com, Inc. (‘the Company’) dated November 16, 2009 and disagree with the statements concerning our Firm contained therein. During the course of our incomplete review of the Company’s September 30, 2009 financial statements, we advised the Company that disclosure should be made to prevent future reliance on its March 31, 2009 and June 30, 2009 financial statements. We advised the company [sic] to make the disclosure because we became aware that material modifications should be made to the previously filed 2009 interim financial statements to conform with US GAAP.”
This is incorrect. As noted above, on October 30, Grant Thornton sent a report to our audit committee stating that “[w]e have concluded our review of the most recent interim quarter,” and nowhere in its October 30 report is there any advice from Grant Thornton that we should make disclosure to prevent future reliance on our Q1 or Q2 2009 financial statements. Such an omission from such a report seems conclusive of the fact that this was not an issue until our audit committee dismissed Grant Thornton. In addition, on November 13 – after our audit committee dismissed Grant Thornton – our Senior Vice President, Finance specifically asked Mr. Haycock (the managing partner of the Grant Thornton Salt Lake office) whether Grant Thornton had communicated to our audit committee that we should take actions or make disclosures concerning our Q1 and Q2 2009 financial statements, and we noted that any such communications would trigger a Form 8-K filing requirement for us. Mr. Haycock answered that Grant Thornton had not made any such communications. Grant Thornton only gave us such advice later on November 13 in a letter to the chairwoman of our audit committee.

Byrne wraps it up this way, naturally:

As I said in my November 16 letter, our finance and legal teams continue to work with the SEC on the issues addressed in its comment letters, and once these issues are resolved (and we have engaged another independent audit firm), we will file a reviewed Q3 Form 10-Q/A.
Your humble servant,
Patrick M. Byrne

Oh yeah, did we mention they’re still looking for an auditor? Shockingly, there are still no takers.
The final numbers from our poll show that KPMG is the winner of auditor most likely to be fired next by Overstock.com. We’re still waiting to hear who’s actually entertaining the idea of sabotaging their own firm with this little treat of a company. Stay tuned.
GC Coverage of Overstock.com/Grant Thornton:
Grant Thornton: Patrick Byrne’s Pants Are on Fire
Overstock.com Receives Delisting Notice, Really, Really, Really Needs an Auditor
Overstock.com Fires Grant Thornton, Files Unreviewed 10-Q, CEO Remains Humble
Also see: Overstock: Actually, Grant Thornton Is Lying [Silicon Alley Insider]

Job of the Week: Resist the Turkey Coma and Find a New Job This Weekend

Thumbnail image for Thumbnail image for hire me2.jpgSince you’ll have a couple of days off it’s a perfect opportunity to get leg up on everyone else out there suffering from an L-tryptophan overdose.
After the jump, get the details for a Senior Auditor position at the Pentagon Federal Credit Union.


Position: Senior Auditor
Company: Pentagon Federal Credit Union
Location: Alexandria, VA,
Experience: 5 – 7 years
Responsibilities: Executes and/or leads complex audits and reviews to determine effectiveness of controls, accuracy of financial records and compliance with regulations and policies in accordance with accepted standards.
Develops audit programs, obtains, analyzes and appraises documentary evidence sufficient to formulate an objective opinion regarding the efficiency and effectiveness of the operations and activities being audited.
Oversees the work of Staff Auditors assigned to assist on audits, including methodologies utilized, work paper documentation, and reports of findings or recommendations to Management.
Based on established reporting standards, prepares a formal written report of the audit showing the purpose and scope of the completed audit, the conclusions and any findings and related recommendations.
Qualifications: Possession of strong financial and analytical skills, advanced planning, organizing and problem-solving skills, a thorough understanding of financial institution practices and in-depth knowledge of internal audit principles and regulatory compliance.
See the entire job description over at the GC Career Center and jump over to the main page for all your job searching needs.

Jeremy Newman: See? I Told You That There Were ‘Big 4 Only’ Clauses

BDO Global CEO — and infrequent blogger — Jeremy Newman would like everyone to know that he wasn’t dreaming when he stated that some financing agreements included “Big 4 only” clauses.

Apparently Newman was thought to be a little Patrick Byrne-ish on this particular point:

These are views that I have been expressing for some years, although many have questioned the prevalence of such clauses and indeed some have sought to deny their existence.

It was comforting therefore for me to read in the report published by the UK’s Financial Reporting Council in October 2009 entitled ‘Choice in the UK Audit Market’ that reference was made to restrictions in loan covenants. The report from the FRC noted:

‘..it is too early to determine how widespread such obligations are; however, the FRC continues to receive examples of banks imposing loan covenants with ‘Big 4 only’ clauses, including one which imposed a higher rate of interest if the borrowing company chose a non-Big 4 auditor.’

Surely there is now sufficient evidence to recognise that such clauses are a potential constraint on choice in the market place and regulators should be urged to ban them.

So despite the lack of evidence that these obligations are widespread, this remains a matter of “urgency,” according to Newman. There are examples, people. That should be enough for you. The man is trying to build a Global 6 firm after all. Kindly throw in a little additional bank regulation to help him out.

Ernst & Young Is Thankful for Lawyers, Possibly Toblerones

Thumbnail image for madoff-sentenced.jpgJust when we think the Madoff beat has quieted down, we’re reminded that the tentacles of the Ponzi scheme of our lifetime reach far and wide and for that we are thankful.


Not because we enjoy the carnage that has come about from this particular scheme. No, that would be in bad taste. We’re mostly thankful because we’re certain that today, 90% of you will spend the entire day gabbing about turkey-lurkey-do instead of sending us details on your firm’s cost saving initiative du jour, thus making it a slow news day.
So, thank you Berns, for providing us a story on this most non-productive day of the year:

Private and institutional investors who lost money through Access International Advisors LLC’s LuxAlpha Sicav-American Selection are suing UBS and Ernst & Young for “seriously neglecting” their supervisory duties of the fund. A Luxembourg court will decide in hearings that started today whether investors have the right to bring direct claims against the fund’s custodian and auditor.
“These cases are very important,” Pierre Reuter, who represents clients in six of the lawsuits being reviewed over four days of hearings, said by telephone before the hearing. “They could set the course for some 100 pending cases and many more to come.”

Since these are simply “test cases” the plaintiffs will be anxious to see the results, especially since the Swiss are involved. A pallet of Toblerones will certainly find their way to the offering table at some point. Whether UBS allows E&Y to squeeze in on this valuable bargaining chip remains to be seen.
UBS, Ernst & Young Face Test Cases Over Madoff Funds [Bloomberg]

Preliminary Analytics | 11.25.09

Thumbnail image for Thumbnail image for overwhelmed.jpg• Sixty-Five Percent of Nevada Homeowners Underwater – That’s a lot. [The Atlantic]
• Tax Burdens, Around the World – If you like to complain about taxes, move to Denmark. [Economix/NYT]
• From the Hospital to Bankruptcy Court – “Last summer, Harvard researchers published a headline-grabbing paper that concluded that illness or medical bills contributed to 62 percent of bankruptcies in 2007, up from about half in 2001. More than three-fourths of those with medical debt had health insurance.” [NYT]
• Microsoft CFO to leave, look for bigger job – Team Jehovah must need someone. [Reuters]
• Diners Club franchise sold – The Citigroup garage sale continues. [CT]
• Leadership: A Guest Post from Tenacious Truman [RTA]

Review Comments | 11.24.09

MelanconBCROP2.jpg• AICPA Objects to ‘Reckless’ Behavior Bill – Barry Melancon, on the Hill, earning the dollar. [Web CPA]
• Accused Ponzi schemer Petters’ case goes to jury – The effectiveness of the cocker spaniel defense will live and die on this trial. [Reuters]
• Sarbanes-Oxley For Everyone: To Be Or Not To Be? (With Postscript) – One GC contributors point of view on small company SOX compliance. [RTA]
• Sarbanes Oxley Logic and the Paper Tiger – And another. [Accounting Nation]
• ‘Bought’ Isn’t the Same as ‘Place in Service’ – Section 179 and depreciation discussion. Go tax people! Go! [Tax Update Blog]

Accountants Can Kick a Politician’s Butt?

Figuratively, of course.
Denver Post:

Perlmutter, a Democrat from Golden, had introduced an amendment that would allow regulators, if they ever faced another economic crisis like the one last fall, to tinker with standard accounting rules that many believe exacerbated the crash.
But accountants, despite their milquetoast image, are not to be messed with lightly. An army of pinstriped lobbyists had been working committee Democrats for two days, and by just after 2 p.m. Wednesday, they forced Perlmutter to accept a compromise that gutted the amendment.
“Basically, the accountants were kicking my butt,” Perlmutter conceded.

Of course. Should of known it was lobbyists and not an army of abacus-wielding Bob Herz fanboys.

(UPDATE) KPMG Will be Stingy with the Letterhead From Now On

Thumbnail image for 200px-KPMG.svg.pngHave you been craving a tech startup accounting scandal? Thought so. Enter Canopy Financial, Inc. who “provides technology-enabled electronic payment, account management, and investment technology platforms for health savings accounts, flexible spending accounts, and health reimbursement arrangements.”
The company was ranked #12 in the 2009 Inc. 500 List of fastest growing companies in America:

In 2008 CEO Vikram Kashyap said his company had 2007 revenues of $9 million. More recently, we’ve heard, the company was saying they’d hit $60 million in revenue and $9 million or so in EBITDA.
All of this may have been lies.
Until recently all the venture capitalists involved proudly placed Canopy Financial on their portfolio pages. Now all trace of the company have been erased from the portfolio pages of investors GGV Capital, Spectrum Equity and Foundation Capital. And their investment bank has erased them from their trophy page as well.
So what happened? Multiple sources have told us that Canopy was absolutely making up their financial statements, even forging audited statements with fake KMPG [sic] letterhead. And somehow the investment bank and all the investors never figured it out.

Jesus, this doesn’t even qualify as cooking the books. This is more along the lines of:

CFO: No, we cannot say $100 kajillion.
CEO: Why?
CFO: Because no one will believe it.
CEO: Why?
CFO: Do you know what a kajillion looks like?
CEO: Um, no.
CFO: It has to look like a real number. I’m saying $59,984,387.
CEO: What about…
CFO: Shut up, that’s the number.

Then all you have to do is get your hands on some KPMG letterhead and BAM your company is listed in a magazine.
We tried contacting KPMG about this but our emails have gone unreturned. We’ll let you know if we hear back from them. In the meantime, if you know anything more about this particular story, enlighten us in the comments.
UPDATE: See the clarification about the authenticity of the letterhead on our post from December 3rd.
Canopy Financial Accused Of Serious Financial Fraud, Investors Burned [Tech Crunch via FINS]

Grant Thornton Named in New Writ, Partner Still MIA

Thumbnail image for Thumbnail image for Grant-thornton-logo.JPGToday in non-Patrick Byrne Grant Thornton news, the Hong Kong and International firms are now named in a new writ related to the scandal involving nowhere-to-be-found-former-partner Gabriel Azedo.

We imagine GT is less than thrilled with this latest development since they probably felt pretty good about firing Gabe’s ass the moment they found out he was a liability. The new writ states that the firms are ‘vicariously liable’ for $10.3 million.

There’s no indication that Eddie Nusbaum & Co. have put out an APB on Gabe in order to track him down and get all Jack Bauer on his ass. If it were us, we’d have every SD scouring the Earth* for this guy.

Until that happens, Grant Thornton is in deny ’til you die mode, saying that it will be ‘defended vigorously’ and that they expect to be ‘fully exonerated.’ God, will someone come up with a new press release for these scandals?

Grant Thornton linked to fraud claims [FT]

*You’re a Global Six Firm after all

PwC Is Here to Remind You that Someone Is Watching Your Utilization

scrutiny.jpgEarlier this month, we mentioned a rumor we heard about PwC putting in calls to the rank in and file of one industry group in the tax practice. The caller was just letting them know that their utilization was getting the crook eye by the partner in charge of the group. Not exactly something that would give you the warm and fuzzies Well, now have another report of P. Dubs putting people on notice:

I was recently informed that despite my good performance and strong mid-year reviews, “[my] utilization is being watched.” Its nice to know that this company values cold metrics as opposed to quality, hardworking employees.

Here’s a question: who at PwC thought that notifying employees that their utilization is being scrutinized was a good idea? Especially since Bob Mortiz sent an email to say that it’s unlikely that there will be layoffs in tax and assurance?
One email says “don’t worry, everything is fine” while someone else calls you up in order to scare the bejesus out of you by letting you know that despite your fine performance someone is watching. Can anyone explain the rationale? Our emails to PwC have gone unreturned, so we’re all ears.