Category: News

Winners and Losers in the Overstock Restatement

With Overstock.com announcing last week that they would be restating their financial statements for the the last three quarters and their 2008 consolidated financial statements, it marked another open-mouth-insert-foot moment for Patrick Byrne and his Company.

This will be the third restatement in the last three years. We understand that financial reporting can be tricky but this doesn’t make for a very good pattern.

Winners:

• Steve Cohen, Michael Milliken, Sam Antar, Joe Nocera, Gary Weiss, Roddy Boyd, Barry Ritholtz, Felix Salmon, Henry Blodget, John Carney, Joe Wisenthal, et al. – Anyone and everyone vilified by Patrick Byrne because they questioned either him, his Company, or both. Patrick Byrne has always maintained that these people were part of large conspiracy of short sellers and financial bloggers and journalists. The restatement simply proves that whatever suspicions they had about Overstock, they were right. Plus all their friends and family on Facebook were violated by creepazoid and Deep Capture hatchet-man, Judd Bagley. That’s just not cool.


• Grant Thornton – Not sure if GT realized it at the time, but getting fired by Overstock is looking pretty good right now. So they changed their minds on the accounting; BFD, right? It happens and clients typically get over it. Pat Byrne decided that it was unacceptable and that LOUDLY crucifying GT in SEC filings, the press, and on conference calls would convince everyone that the auditors were idiots and Overstock and he would triumph over this injustice. Grant Thornton did not hesitate in chanting “liar, liar pants on fire” to Patsy’s face (nothing to lose, they were already fired) and now they’re clear of this three ring circus.

Losers:

PricewaterhouseCoopers – PwC was the auditor for Overstoc prior to Grant Thornton and had always signed off on the company’s financial statements (excellent service in PB’s mind). Now that the restatement has occurred, PwC gets dragged back into the fray to explain what they did, why they did it, and how they got it wrong. A) That just sucks and B) who the hell is going to remember what the hell they did four years ago?

Overstock shareholders – Any Company that restates their financial statements with any regularity whatsoever should be avoided like a group of lepers. If you’re still currently long in Overstock, you have the chance to make the right the decision: sell while the shares are worth something. Your humble servant Patrick Byrne has failed you.

Jury is out:

KPMG: For some reason, Klyneveld Salt Lake City decided that despite Overstock’s dubious past, they were willing to roll the dice. The firm now has the pleasure of guiding the firm through this restatement and somehow pulling the audit for fiscal year 2009 together. The whole exercise reeks of futility. Anyone that happened to be assigned to this engagement and a shred of sanity would have given their notice on the spot. For the time being, the firm seems to be sticking it out but time will tell if the firm changes their mind about their risky new client.

SEC: Everyone knows that the Commission doesn’t have the best track record of late. They have managed to be the laughingstock of the entire bureaucracy and despite a lot of huffing and puffing about new divisions and putting together a dream team of enforcement and financial experts, we haven’t seen much for results. Overstock may be a chance to show everyone that they’re done taking shit and that they are going to start smacking companies around.

This Man Hates Taxes More Than He Loves His Family

Well, he doesn’t come right out and say that but actions speak louder than words, amiright?

This is Guy Hands, Founder, Chairman and Chief Investment Officer of Terra Firma a private equity firm with locations in London, Frankfurt, and Guernsey where he currently resides.

He moved there last April from Kent, a county in Southeast England, to “protest at higher income and capital gains tax rates,” and that “he has ‘never visited’ his school age children since he left the [the United Kingdom]. They have remained with his wife at their former family home in Kent and they now have to travel to Guernsey to see him.”


Guy “Father Knows Best” Hands also doesn’t visit his parents any more “and would not do so except in an emergency,” so he’s not much of a son either.

The devoted family man is an “‘outspoken’ critic of UK tax levels,” so this level of commitment to avoid paying taxes shouldn’t be a surprise. Non-resident tax status is at stake here; he won’t set foot in a UK airport even to transfer.

GH’s shrewd sensibilities were revealed in court papers last week as the venue for his dispute with Citigroup over Terra Firma’s purchase of music group EMI is being decided. If the proceedings are moved to London, Hands’ tax planning could be completely thwarted and — gasp — he might see his children in the UK (if time permits of course).

I save tax by never visiting my family, says tycoon Guy Hands [Guardian]

Five Things That Make Busy Season Suck

Here it is the second week of February and we’re concerned that many of you are working too hard. We’re guessing that many of you are already having nightmares about your senior/manager/partner putting condiments all over your work and then eating them while you watch in horror.

However your busy season is going, we here at GC decided to put our heads together to give you a list of some of the things about busy season that make it such a bitch; not to remind you of them but to let you know that we feel your pain. These appear in no particular order and were created by our own sick minds so if anything is missing you’ll have to point out the omissions.

• Gaining weight – Unless you’re a die-hard gym rat, your exercise regiment has probably been paired back significantly. Combine that with the all the cheap soda and takeout you’re eating on a nightly basis, that button on your pants is hanging on for dear life.


• Losing sleep – As we mentioned, work dreams seem to be part of many accountant’s busy season routine. Maybe it isn’t dreams for you; maybe you just wake up at 3 am thinking about the meeting you have coming up that day and you can’t get back to sleep so you throw on the business casual uniform and get to the office at 4 am to start your day. OR maybe you’re just working so many hours that the time between your departure and arrival times at work have shortened precipitously.

• Your busy season plan has been completely shot to hell – There’s a some saying about a road, intentions and Hell or something that we can’t remember but it basically means however good your plans were they probably hit a snag somewhere along the way and now you’re scrambling. When we asked our Tweeps about their busy seasons we got one response “it’s all about planning and execution.” Right. That execution is the tricky part.

• You’ve somehow ended up in an unexpected relationship – The busy season bitch if you will. Let’s not pretend it’s not happening people. One of you made an awkward advance and now you’ve got a situation on your hands. Whether it’s someone on your team or a client contact, more often than not, this ends badly. A band aid breakup is needed.

• Hours – Face it; this is the cause of all your pain. Regardless of what your teams do to make things bearable, the hours are just a bitch. Sitting on your ass, in front of that computer, listening to the person next to attempting to burp quietly while sucking down five sodas a day is about to drive you postal. Of course there are the sickos out there that somehow gear up every day to put in another 14 hours but those demented bastards plug in when they go home.

Reminder: Your Super Bowl Gambling Winnings Are Taxable

So it’s the Monday after the Super Bowl and most of you are suffering from some kind of hangover. Whether it was caused by food, booze or you’re simply wallowing in a lack of a Peyton Manning comeback, this day should really be a national holiday (even non-football fans can agree on that notion).

Melancholy, indigestion and cocktail flues aside, the other certainty that comes with the SB is gambling. And we’re not talking friendly-poker-game gambling, we’re talking recklessly wagering on every single aspect of the biggest spectacle in sports gambling.


Two of the most creative wagers we’ve seen so far was the betting on rating for the Focus on the Family (featuring Tim Tebow and Mamma Tebow!) ad and the betting the spread between Kim Kardashian’s measurements and Reggie Bush’s rushing and receiving production. Both of which are completely ridiculous, yet sheer genius.

Regardless of where you put your money yesterday (we took the overs on Archie Manning appearances and lost), there are plenty of big winners from yesterday’s game. And now that we have a government who is feverishly trying to close a deficit gap, the question remains: will the IRS more aggressively pursue taxpayers for their unreported gambling winnings?

If you’re a degenerate loser than this obviously doesn’t apply to you but if you’re lucky enough to find some extra scratch in your pocket, you’re legally obligated to report that income next year.

Our government is looking for solutions anywhere possible, so it’s entirely possible that you could find yourself on the wrong end of an IRS-issued shotgun if you’re leaving your winnings off next year’s 1040. Look, it’s not that crazy and the pols need all the ideas they can get. You’ve been warned.

Is Tim Geithner a Closet IFRS Supporter?

Tim Geithner has inadvertently given his endorsement to standardized financial regulation around the globe, so is he also giving the adoption of IFRS in the US his approval?

Possibly, since he told ABC that “he wasn’t worried that tighter financial regulation would put U.S. banks at an international disadvantage. ‘I’m very confident we can make sure that we are working very closely to raise global standards around the world so we have a level playing field,’ Geithner said.” His motivations are only slightly suspect. Why?

Under IFRS, assets are overstated as derivatives are measured in gross exposure, as opposed to GAAP which concerns itself with net value. More magic financial reporting; of course Geithner would want to see banks magically healed by a change in accounting. If we’re going to do it, let’s also restate years 1999 – 2009 so we can compare at least.


Incredible what a slight adjustment can do (See also: page 19 of the Deutsche Bank report “Financial Transparency” – bwhahaha).

Speaking to the G7 finance ministers in Iqaluit, Canada this weekend, Geithner reiterated his commitment to globalization, accounting magic, and the heavy hand of regulation.

“We all share a deep commitment to try to move forward and reach agreement on a strong, comprehensive set of financial reforms on the timetable we all committed to last September,” he said at a closing press conference following a meeting of Group of Seven finance chiefs.

“That means agreement on … a new set of capital requirements for large global institutions by the end of this year,” he added, playing down the possibility that the Obama administration might be headed in a different direction from other governments.

TG is talking about pacts made with winners like Japan’s Shoichi Nakagawa, who blamed his “drunken behavior” on cold medicine. Sort of like Beavis blaming his tax problems on TurboTax.

Timmy is also somehow convinced that the United States will never lose its AAA rating but he forgets that the MBSs that the Fed is buying were also AAA once upon a time too. He also seems to have forgotten about our massive deficit.

At least he remembered to push the globalization agenda he’s been blabbering about all this time.

Five Questions with Joe Kristan

Joe Kristan is the newest regular contributor to Going Concern but he’s been blogging on his own since 2001. For some of you, this predates your own lover affair with the American tax system.

Joe is a shareholder of Roth & Company, P.C. and also serves as the firm’s technical director. He works with a variety of clients on partnership issues, corporate restructurings, and acquisitions.

Between his professional responsibilities and discussing tax deductible sex change expenses and charities founded by pederasts, Joe also manages to find time to teach classes to other tax professionals and write articles for both professional and general publications.


Why do you blog?
Because I can’t golf or play an instrument.

If someone had to read just one post of yours which one would it be?
“Local CPA Firm vows to swallow pride, accept $28 million“

If you’re an accounting blogger you must…
…have understanding or clueless partners

Accountants are…
…people too.

Best Accounting firm we’ve never heard of
Roth Company, P.C. of course! It’s where I work, for starters. Also, we look a lot like a law firm, with 9 shareholders in a staff of about 35, with the non-shareholders weighted towards the highly-experienced. I think it’s a business model suited for an era of difficult tax and accounting rules and advancing technology.

Capitalizing on the Idea that “Accounting Is Boring”

Mucho apologies for the downtime yesterday; seems that our servers also took a snow day. Accordingly, we’ll dispense a little bit of weekend wisdom (?) to make up for it.

We all know that 99.9% of the Internet is useful and informative. Dancing hamsters, celebrity gossip and an infinite amount of porn are all crucial to the infrastructure. So when we came across a website that’s sole purpose is to accumulate all the Tweets that state that accounting is boring, we thought, “this has got to be the most worthless and dishonest website that has ever been created.”

There are currently 85 pages of tweets that state this falsehood:


It’s shocking and disappointing that there is an army of people out there that think accounting is so dull. We that appreciate the beauty and importance of double-entry bookkeeping know that they are misguided. On the other hand, there is a saying about trends or something that basically solidifies it as truth but it escapes us at the moment.

Then we noticed the note at the top of the page that states that accounting doesn’t have to be boring. Having been duped into thinking that this was a joke at the expense of lover of accounting everywhere, we decided to investigate as to who was behind this little ploy. Turns out the creator of the site is ClearBooks, an “online accounting system for small businesses,” founded by a former KPMGer, Tim Fouracre and Fubra Limited.

As far as we can tell, ClearBooks is basically QuickBooks using cloud computing and this little tactic to introduce us to it is nothing short of genius. Exploiting the boring nature of accounting is exactly what everyone in the business should be doing whether it’s a firm or accounting software.

The serious approach has been tried and frankly it doesn’t float our boat. We realize are view is like asking a manager to downgrade their workspace or rocking flip-flops at the office but we are, nevertheless, encouraged by this development.

Disappointing Accounting Firm Trend: Managers Sitting in Cubicles

Sorry for the downtime today, we’ll make it up to you over the weekend. Promise.

It’s no secret that staff professionals working in public accounting are urged to “stay until manager” for all kinds of substantive reasons that we won’t get into here.

The attraction of being promoted to manager has many superficial benefits including being called a “manager”, having “manager” on your business cards, and getting an office rather than slumming in the cube farm.


With the reconfiguration of some offices however, your dream of getting an office with a door and possibly a window may be dashed as more and more managers, senior managers, and — GASP — even some directors are living life in the grey squares.

Now while this development is most certainly a direct slap in the face of everything public accounting represents, our understanding is that it is not spreading around like H1N1. It depends on the city you’re in, your practice, and possibly your coolness factor.

But if you are in one of the unlucky few in could be much, much worse if more firms follow the lead of E&Y Jericho and go the no-décor-will-be-allowed route (God help you if they lock the bathrooms too). How will these managers be able to appropriately express themselves? Oh! And how on Earth is a manager supposed to get some action during busy season? Cubicle sex is not happening. Christ, how will they live?

KPMG, Grant Thornton DC Offices Are Closing at Noon

We heard that it was getting ugly in the Nation’s Capital so we called around to find out what’s what:

• KPMG – “Closing at noon both DC and Tyson’s”

• E&Y – “No word yet”


• Deloitte – “We’re hopeful”

• PwC – “We go by the Federal Government”

• Grant Thornton – Closing at noon.

Nothing like a snow day but a snow day during busy season is an especially welcome event. It’s supposed to get nasty in Philly too but it hasn’t started snowing there yet, so unfortch you’ll probably have a full day ahead of you (out at 3 pm if you’re lucky).

An added bonus is the possibility that the storm could keep you from working the weekend. Unless, of course, you plan on working from home. If this is the case, we advise you to get home safely, set everything down when you get there, take off your coat and slap yourself. Twice. Hard.

Overstock.com to Restate Financial Statements; Reassures Profitability for 2009

Well, then. This all very awkward for Pat Byrne and Co.

In an 8-K filed late yesterday Overstock.com announced that it would be restating the consolidated financial statements contained in its 2008 annual report, and the those contained in the Company’s last three 10-Q’s: period ended March 31, 2009; June 30, 2009; and September 30, 2009 (unreviewed!).

It goes without saying that those financial statements can no longer be relied upon.


The restatement is a result of errors that Overstock fired Grant Thornton for last year that led to a bit of a cat fight between the firm — who is not mentioned in the filing — and humble servant Patrick Byrne.

The Big O also admitted that it “incorrectly amortized the expense related to restricted stock units based on the actual three year vesting schedule rather than a three year straight line amortization and applied an outdated forfeiture rate in calculating its expense under the plans.” While they were at it, they threw a bunch of other corrections that were “[not] material either individually or in the aggregate,” as the saying goes.

The Company is still mulling over the numbers with both PwC and KPMG so there’s a chance that they could change but as of now, $1.9 million of income is going back to 2008 from 2009 and an increase in expense of $350k in 2008 and $900k in 2009.

But wait! The filing reminds us that “Patrick Byrne, the Company’s Chief Executive Officer, had stated to The New York Observer, ‘that the company is about to report its first annual profit.’ The Company continues to believe that it will report positive net income for fiscal 2009.” Whew! See shareholders? More commitment from your servant.

Sam Antar has been following this story from the very beginning and he is not shy about being vindicated:

Today’s news is a complete vindication of my analysis of Overstock.com’s financial reports and shows that the company willfully engaged in a financial reporting manipulation scheme. The company is restating its financial reports to correct GAAP violations, exactly as I have recommended in this blog. To date, every single initial financial report issued by Overstock.com throughout the company’s entire existence has violated GAAP or some other SEC disclosure rule. The company now has the dubious distinction of having to restate its financial reports three times in the last three years to fix GAAP violations.

We shot Sam an email last night and he simply told us, “I am going out for a glass of fine wine.”

So while this appears to wrap up the SEC’s Division of Corporation Finance investigation, one little problem that still remains is that the SEC’s Enforcement Division has not wrapped up its probe of the company. Yeah; so there’s that. Considering the the track record of the SEC, we’d typically give a company a 50/50 shot of coming out of a probe by the Enforcement Division unscathed but in the case of Overstock, we’ll be going with Schape’s crew.

Stephen Chipman’s Latest Blog Post: Atlanta Knows How to Party; The End of Suffering

Last week, we were a little disappointed in Stephen Chipman’s debut blog entry; A) it’s not public for the whole world to read and B) it reminded us of a journal except all the good stuff like morning bathroom routine, the wife’s headache, compensating for said headache, etc. was left out.

This week is a little better (no Lost recap and 1,200+ words are big negative points), as he shared with the GT troops about his little excursion down to Atlanta to do some glad-handing at the open house for the new office space there. Chip was impressed not only by the new LEED facility but by the willingness of a fair amount of people in Atlanta that had nothing better to do on a Wednesday night:

What struck me was that these were not people who came through obligation; they clearly wanted to be there. I met many clients, and they all had warm and wonderful things to say about our Atlanta office partners and people. Where some business receptions can be deadly if the mix and tone aren’t just right, people were really enjoying themselves — they stayed, they mingled, they had fun, many enjoying themselves well past 9 o’clock at night. (It kicked off at 5).

Okay, so where are these deadly receptions occurring? We’ve been to some wild get-togethers where some people might not get along but there was no risk of anyone ending up dead. Perhaps he just means “shockingly awkward.” That’s way more believable than a party where a homicide may or may not occur.

And why would he be surprised if people could booze for free for over four hours? If there’s free beer and wine to be had in the middle of the week, that probably is the best thing you could do on a Wednesday.

The only other tidbit worth mentioning is that Steve-o got a little redemption that was over two decades in the making. Back in the 80s when Chip was a manager living in Dallas, chasing SMU tail and starting to network, he was courting a prospect that ultimately went with a “large competitor.” Since that point in time, he has not taken it well:

For years — and this was more than two decades ago — I’ve watched this company from afar, and it’s become quite successful. I felt a pang every time I saw their signs (which were everywhere), and also their advertising at NHL games and sports arenas. With every sign sighting, I got increasingly frustrated that they were not a Grant Thornton client.

Many times SC could be caught looking off into the distance, dreaming about the one that got away. A tear. A lone tear…

Well you can rejoice now bitches! Turns out a current GT client recently purchase this prospect that broke our hero’s heart and is now a client of GT. “After almost 22 years of misery, my suffering has ended,” SC utters. This was his White Whale.

And to wrap it up, SC threw in a nice little pep talk for all of you GTers out there feeling down and out, “We don’t need to be the biggest to be the best.” He’s still thinking about you; even if you’re not in Atlanta.

Still no Lost recap.