Category: News

Social Media Poses Enough of a Risk to Overstock.com That They Disclosed It in Their 10-K

It’s been quite some time since we picked up the Overstock beat but Gary Weiss picked up something in the company’s recently filed 10-K yesterday that makes us wonder if the company was shooting for irony or if they’ve given up on blaming the “shorts” turning instead to “social media,” which, similar to the anti-short campaign would allow them to encompass a number of villains without naming anyone directly.


From “Note 1A: Risk Factors” section of the company’s notes to the financial statements:

There has been a marked increase in use of social media platforms and similar devices, including weblogs (blogs), social media websites, and other forms of Internet-based communications which allow individuals access to a broad audience of consumers and other interested persons. Consumers value readily available information concerning retailers, manufacturers, and their goods and services and often act on such information without further investigation, authentication and without regard to its accuracy. The availability of information on social media platforms and devices is virtually immediate as is its impact. Social media platforms and devices immediately publish the content their subscribers and participants post, often without filters or checks on accuracy of the content posted. The opportunity for dissemination of information, including inaccurate information, is seemingly limitless and readily available. Information concerning the Company may be posted on such platforms and devices at any time. Information posted may be adverse to our interests, it may be inaccurate, and may harm our performance, prospects or business. The harm may be immediate without affording us an opportunity for redress or correction. Such platforms also could be used for dissemination of trade secret information, compromise of valuable company assets all of which could harm our business, prospects, financial condition and results of operations.

As Gary points out, this disclosure is especially rich since Patrick Byrne had a goon using Facebook to stalk critics like Gary, Sam Antar, Barry Ritholtz among others which of course was disseminated in various social media outlets. Newsflash to Overstock’s risk managers: when people are being pursued by creeps on the Internet, they complain about to EVERYONE THEY KNOW.

One could easily argue that Segway accidents at the office pose just as great of a risk to key employees – and thus a disclosable item – but perhaps that’s covered under their D&O policy? It still seems plausible that disclosure would still be warranted. Additionally, the risk of a good snowfall might cause some of Salt Lake City-based company’s employees to call in sick to enjoy the fresh pow could have resulted in a late filing which is certainly something the SEC would want to know. We know KPMG has a crack squad of auditors all over this engagement but it’s conceivable that they overlooked some other risks. If you’ve got ideas on what those might be, let us know below.

Which Accounting Firm Has a High-Ranking Partner Whose Hooker Habit Got Him in a Bit of Trouble?

Actually, there might be a few of them but we’re talking about a very specific instance. A partner with a hectic international travel schedule got taken to the cleaners by his wife after she discovered that he was keeping company on the side while on his business trips, including the aforementioned hookers. And as luck would have it, some of the court documents found their way into our inbox. We’ve clipped some of the juicy parts for you:


It should be noted that this particular situation took place a number of years ago and proceedings were still being wrapped up fairly recently. Now, the hookers angle is especially salacious (which we like) but what does a situation like this say about the pressure that many globetrotting partners are under? The firms demand a lot from their top leaders and a lifestyle of high pressure and international travel can wear on a person. If whores on the cheap happen to be in close proximity to your hotel…well, it’s not inconceivable that some partners may want to blow off some steam. Landing an exotic piece of tail to help you cope with the stress while traveling on business may be a lot of fun but if you have a wife and kids and home, that’s where things get can complicated, and in this case expensive, as the following indicates:

And we didn’t even mention the possibility of the spreading around the clap. No one wins there.

O Bank Restatements, Where Art Thou?

Because Jonathan Weil is wondering.

He noticed that Audit Analytics found that 699 SEC-registered companies filed restatements last year which was slightly higher than ’09. This was considerably less than the 1,566 restatements in ’06 but when it came to the number of banks that had restatements, he noticed something strange:

The figures for banks, in particular, look unnaturally low. Forty-four banks restated last year, one fewer than in 2009. Even more curious, there were 133 banks that issued corrections from 2008 through 2010. That was down from 169 banks during the previous three-year period, before the financial crisis took off in earnest, which makes no sense.

Here we had the greatest banking industry meltdown since the Great Depression. Hundreds of lenders failed. And yet the number of banks correcting accounting errors declined while the collapse was unfolding. There were no restatements by the likes of IndyMac, Washington Mutual or Lehman Brothers, for example. The obvious conclusion is the government has been giving lots of banks a free pass, as have their auditors.

Honesty for Banks Is Still Such a Lonely Word [Bloomberg]

Whoever Founded ‘National Employee Appreciation Day’ Probably Never Worked as an Accountant During Busy Season

That’s right team, March 4th marks National Employee Appreciation Day and if you happen to have a deadline today or just got Lumberged into working the weekend, you’re definitely not feeling appreciated.


Doubly ironic is the news from the latest list from Forbes that says that “Accounting” is the 6th Happiest Job in America. That is followed up by “Finance at #7 and “Legal” at #10. On the one hand, Forbes has these professions in the correct order – accountants are generally less miserable than those in finance or law but the fact that they appear in the top ten is laughable. Of course now that we have In a JIT, perhaps the happy ranking is slightly more believable.

Employee Appreciation Day 2011 [CBS]
In Pictures: The 10 Happiest Jobs In America [Forbes]

During the 1099 Repeal Debate, a Democrat More or Less Called a Bunch of Republicans Liars, Then Took it Back, and Then May Have Called Them Liars Again

The repeal of the 1099 reporting provision of the healthcare reform bill was finally passed by the House today but not before things got a little awkward when Represenative Earl Blumenauer (D-OR) “said Republican claims that the law is a government takeover of healthcare had been deemed ‘the 2010 political lie of the year.’ “

Now, on its surface, this seems like a little bit of tangential grandstanding by the man-child gentleman from Oregon but his colleague Dan Lungren (R-CA) didn’t appreciate the remark and was not about to let this slide:

Blumenauer seemed to gesture toward Lungren, who had just finished speaking, and said the Republican member called the healthcare law a government takeover.

Lungren did not directly say the law is a government takeover, but did criticize the laws in other ways.

After Blumenauer’s “lie of the year” comment, Lungren quickly interrupted to raise a point of order and ask whether Blumenauer should be allowed to say, or imply, that Lungren is a liar.

Blumenauer – not to be outdone – countered this challenge with one of his own:

Asked if he was demanding Blumenauer’s words be “taken down” — a challenge to their propriety — Lungren said no, but did ask the acting Speaker to warn members about referring to colleagues in this way.

The exchange continued: Blumenauer said he was simply citing a Politifact finding that Republican claims of a government healthcare takeover are the political lie of the year. Lungren then immediately asked that Blumenauer’s words be taken down.

Blumenauer, knowing he was beat, then capitulated (he’s a Democrat, after all), “Several minutes later, Blumenauer asked unanimous consent to strike his words,” and then thought better of it, “[he] repeated the Politifact citation again in his explanatory comments.”

“I’m not calling anybody a liar,” Blumenauer said. “What I intended to say … is that as we have repeated talking points about a government takeover of healthcare, this has been judged by an independent undertaking as the political lie of the year.”

It could probably go either way but someone seems to be getting called a liar in there somewhere.

Lawmakers spar over ‘lie of the year’ in debate over healthcare provision [Floor Action/The Hill]

Bill Gates Has Less Than Flattering Things to Say About Government Accounting

“[R]eally, when you get down to it, the guys at Enron never would have done this. This is so blatant, so extreme,” Gates said of state governments’ accounting practices generally. “Is anyone paying attention to some of the things these guys do? They borrow money — they’re not supposed to, but they figure out a way — they make you pay more in withholding to help their cashflow out, they sell off the assets, they defer the payments, they sell off the revenues from tobacco.” [HuffPo]

Are Accountants in Denial About North Africa?

From February 9th to 24th, they may have been.

A CPA Outlook Index put together by the American Institute of Certified Public Accountants and the University of North Carolina rose to its highest level since the third quarter of 2007 — before the recession took hold. That was largely due to a big jump in optimism over the U.S. economy, but the 1168 accountants surveyed were also felt better about their own firms and expect stronger sales, profits, spending and hiring. The survey was conducted between Feb. 9 and 24 — a period that captures the resignation of Egypt’s Hosni Mubarak, growing unrest in Libya and rising energy prices. That offers evidence that, thus far, the tremors in the Middle East and North Africa haven’t seriously unsettled U.S. businesses.

Possibly related – CBS had just suspended Two and a Half Men on February 24th, thus, this survey may not accurately reflect the effect this loss has had on our nation.

Accountants Get More Optimistic [WSJ]

WeiserMazars Moves into Chicago as Part of Acquisition of LECG Units

Earlier this week, we told you about the fire sale that was going down at LECG Corp. LECG was selling off various units to FTI Consulting, Grant Thornton and WeiserMazars to try and pay down a portion of the $27 or so million that they owed on their credit facility. After speaking with Doug Phillips, the managing partner at WeiserMazars, we have learned that the deal has officially closed and few more details about the units they acquired in the deal, including their move into the Chicago market.


As we reported on Monday, WM is picking up five partners and approximately 40 staff from LECG. Mr Phillips told us that “we are very excited” about the transaction and these professionals will join the commercial and insurance audit practices as well as business advisory services. The majority of the new professionals will be located in the firm’s Horsham, PA location while one partner and approximately ten staff will be located in Chicago.

Mr Phillips told GC that this acquisition strengthens WeiserMazars’s “insurance, commercial and business advisory services, as well as solidifies our presence in the Philadelphia market.” Perhaps more importantly, however, is that “[WeiserMazars] now has a presence in the Chicago marketplace,” Mr Phillips aid. This will mark the 9th location for the firm in a key market for a firm that appears to have some wind in its sails after last year’s combination of Weiser and Mazars. We’ll be keeping an eye on them as things progress after this latest move.

UPDATE:
Check out the WeiserMazars press release for more details.

Does Hollywood Always Portray Accountants as ‘Pathetic’ or ‘Despicable’?

That’s the question put forth by a reader across the pond to the group and since the Academy Awards have come and gone with nothing more than the cliché PwC jokes, it seems worth discussing.

But first, the Brit with the beef:

I watched the brillant [sic] Untouchables yesterday. This triggered the point about portryal [sic] of accountants by Holloywood [sic]. It is very poor in comparision [sic] to other professions.

Most accountants in the movies are either pathetic (think Rick Moranis in Ghostbusters) or despicable (Ed Begley Jr. as the sleazeball accountant who crosses a vengeful Roseanne Barr in She-Devil).

Other professions like, firefighters, doctors, and lawyers (Julia Roberts in the Oscar-winning Erin Brockovich), get their fair share of heroic roles. But when it comes to accountants we are pushed aside.

Well, for starters, comparing the work of firefighters and doctors to accountants makes as much sense as sending a team of interns into an audit committee meeting. If you’re looking for heroics, there are few opportunities for accountants in Hollywood; even a crook-turned-crime-fighter like Sam Antar would be a anti-hero at best. One exception would be Ben Kingsley as Itzhak Stern in Schindler’s List.

As for Morris in Ghostbusters, he scores with Annie Potts in Ghostbusters 2, so that hardly qualifies as pathetic. As for motive behind the unflattering portrayals, maybe enough people working in Hollywood have been ripped off by their own accountants that a slight vein of villainy is always written into their characters. The most recent muse being Ken Starr.

Despite that possibility, there are plenty of accountants in film that we like:

• Thandie Newton as Stella in RocknRolla

• Leo Bloom in The Producers (Wilder or Broderick, take your pick)

• Danny Glover as Henry Sherman in The Royal Tenenbaums

• It’s on the small screen but George Wendt as Norm Peterson on Cheers

Whether you see these characters as flattering or not, is your call but their awesomeness is not in question (I’m partial to Stella, frankly). We’re missing some, surely, so feel free to chime in with others.

What Will Maryland CPAs Put on Their Vanity License Plates?

Of course Tom Hood had something to do with this.

Get your MACPA vanity license plate, complete with the CPA logo and tagline “CPA – Never Underestimate the Value” prominently featured. Let everyone know you are a member of the Maryland Association of CPAs. Plates cost just $25. They’re a fun way to show you are proud to be a CPA.

There’s one resident of Maryland who probably would like one of these that simply says “JDA” but we’re guessing “CPA wranglers” aren’t eligible. As for the legit CPAs out there, unless there’s a proctologist out there that’s already nabbed it, we suggest you move quick to get “ASSMAN” because it won’t last. We’ll hear your other clever suggestions now; shoot for style points.

LECG Selling Off Practice Groups to FTI, Grant Thornton, WeiserMazars

LECG Corporation, a global professional services company that specializes in “global litigation; economics; consulting and business advisory; and governance, assurance, and tax expert services” is spinning off five practice groups to help pay off $27.8 million on a credit facility. Two of the expert groups are going to FTI Consulting, Grant Thornton is picking up two groups and also a third that is being split with WeiserMazars. News of this fire sale has given LECG’s stock price a serious case of the Mondays (bolding is ours).

The tenth amendment to the credit agreement is expected to tion several practice groups to other firms and determines the process for similar transactions in the immediate future. The tenth amendment also will limit how LECG may use its cash until it repays its lenders. The facility matures on March 31, 2011 and approximately $27.8 million is outstanding. Absent sufficient proceeds from the transition of practice groups, the company will not have adequate cash resources to repay amounts outstanding under the facility.

The transaction with FTI Consulting, Inc. involves the transition to that firm of LECG’s International Arbitration and Aviation Competition practices and is expected to be effective today, subject to satisfaction of closing conditions, including the consent of its lenders to the release of liens on certain assets to be transferred. Terms were not disclosed.

The company also signed a letter of intent with Grant Thornton LLP to transition the company’s tax and business consulting groups. Simultaneously, the partners of LECG Partners, LLP, which provide attest services under an alternative practice structure, will continue to provide their professional services with either Grant Thornton LLP or WeiserMazars LLP.

The announced transitions will involve approximately 350 employees in Atlanta, Albany, Cambridge, Chicago, Devon, Harrisburg, Houston, New York, Schaumburg and Washington, DC.

Doug Phillips, Managing Partner of WeiserMazars told GC that the firm is “working to close the agreement” and that it is expected to finalized this afternoon or tomorrow morning. WeiserMazars will assume five partners and 40 professionals and they will be based in their Horsham, Pennsylvania office. Messages left with Grant Thornton, FTI Consulting and LECG were not immediately returned.

These spin-offs are occurring less than a year after LECG merged with Smart Business Advisory & Consulting, however a quick glance at their last three income statements shows drastically dropping revenues from $370.43 million in 2007 to $335.68 mil in 2008 and $263.20 mil for 2009. Cash flow from operations was also trending negatively for the last three years and the company’s equity is dwindling. By the count in the LECG/Smart press release, the company will have around 300 employees remaining after the transitioning of these practices groups is finalized. Not too good, man.

Despite all this, Deloitte’s most recent audit opinion was a clean one with no indication that the company was having problems. This fire sale of revenue-producing assets tells a very different story and we can’t say that we’d blame anyone that was thinking about rushing for the exits. If you’re in the know, email us and we’ll update you as we learn more.

UPDATE:
After poking around a little bit, we have a bit more to share (although more questions seem to persist). A source familiar with the consulting industry informed us that FTI Consulting was very interested in LECG’s European locations however, there’s nothing in the press release that indicates that this was part of the deal, despite the fact, our source said, that Paris is major hub for international arbitrage. Our source speculated that LECG would liquidate in the next 60-90 days which confirmed the thoughts shared with us by a source close to LECG.

One other interesting item of note – Grant Thornton continues its expansion, with the pickup of these tax, advisory and attest groups. It’s not entirely clear what areas in advisory GT picked up here but we’re definitely seeing Stephen Chipman’s dreams of my dynamism (yes, it’s a word) in action.

UPDATE 2:
Joseph DiStefano writes over at PhillyDeals that the deal would “[leave] about 1,000 with LECG in its remaining units.” Our previous number was based on the 650 cited in the March 2010 press release which appears to not have included the number of Smart employees that were added to the headcount.

DiStefano also published portions of a letter that LECG Managing Director John B. Stine II sent to clients:

“I am very excited to report that our tax, compensation & benefits, consulting and certain components of the audit practice of LECG (formerly SMART Business Advisory and Consulting) have joined Grant Thornton in its offices in Philadelphia, New York, Chicago, Atlanta, Portland, and London.

“Grant Thornton, the sixth largest firm globally, proved to be the best choice among the 11 accounting firms and 6 consulting firms that pursued our team.

“In only 10 days, Grant Thornton went from an initial one-on-one meeting to Board approval and sign-off of a deal that brings over 300 professionals to the firm…

So based on that it sounds like there were a bunch of firms in the mix and Stine gave clients the reasons behind going with GT: “Grant Thornton was the only firm with a similar roster of clients […] in contrast to the numerous local firms that showed enormous interest in doing transactions that cut out geographies or service lines.”

‘Massive Accounting Fraud’ Du Jour: DBH Industries (nka Point Blank Solutions)

Maybe color blindness is the reason everyone misses the “red flags.”

The Securities and Exchange Commission charged a supplier of body armor to the U.S. military for engaging in what it called “massive accounting fraud.”

The SEC alleges that DBH Industries, now known as Point Blank Solutions Inc. (PBSOQ), “engaged in pervasive accounting and disclosure fraud through its senior officers and misappropriated company assets to personally benefit” its former chief executive, David Brooks.

The regulator also charged outside directors Jerome Krantz, Cary Chasin and Gary Nadelman for their parts in the scheme, saying they were “willfully blind to numerous red flags” signaling the fraud.”

“As the fraud swirled around them, Krantz, Chasin, and Nadelman ignored the obvious and submitted to the directives and decisions of DHB’s senior management while themselves profiting from sales of the company’s securities,” said Eric Bustillo, director at the SEC’s Miami office.

SEC Charges Body-Armor Supplier For ‘Massive Accounting Fraud [Dow Jones]