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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]

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.

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.

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

Grant Thornton: Patrick Byrne’s Pants Are on Fire

patsy_byrne.jpgWant more twists out of the asylum known as Overstock.com? You got it.
Overstock.com filed an amended 8-K yesterday — after the markets closed — that included a letter from GT to the SEC. The letter, in so many words, says that OSTK lied about GT’s knowledge about the hocus-pocus accounting irdinary, every day case of client and auditor going their separate ways, the auditors letter would basically say, “Yeah, we’re cool and we’re moving on.”
But in this case, since we’re dealing with Patrick “I’ll open this letter with Nietzsche” Byrne, we’ve got an auditor saying, “Um, yes, this is what happened. In CRAZY TOWN.”


To wit (our emphasis):

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. 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.

Hang in there, GT isn’t done:

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 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. Such modifications are necessary due to the Company having reduced its cost of goods sold in the first quarter of 2009 by receipt of a refund of an overpayment to a fulfillment partner.

There you have it. Grant Thornton, in extremely diplomatic manner, is calling Patrick Byrne and Overstock.com liars.
Now after considering both the humble servant’s story and GT’s letter, our instinct tells us to go with GT. Obviously we’re partial to the servants of the capital markets but the other mitigating factor is, let’s see, Patrick Byrne is off his rocker.
Undiagnosed mental conditions aside, we wish we could give GT more credit for calling BS on a slimy client. Fact of the matter is, they were warned by Sam Antar back in March — when they took OSTK on as a client — that they were in for trouble:

I wish that I can wish you luck with your new client. However, I cannot wish you luck because you apparently ignored the basic “smell test” in evaluating Overstock.com as a potential client.
…
Apparently Grant Thornton, like your predecessor, PricewaterhouseCoopers, did not carefully examine false claims about Overstock.com’s financial performance, dating back almost ten years by CEO Patrick Byrne. You would have discovered that Byrne has no problem habitually lying to the investors, the news media and the public.

So as you can see, this is all very awk. In GT’s case, they were explicitly warned to stay the hell away from OSTK. And any auditor worth their salt would take one look at this company and get a feeling like their body was covered in centipedes.
As for Patsy and OSTK, well, as Gary Weiss notes, “Overstock will be tossed onto the pink sheet ant hill where it really, seriously folks, really belongs.” Indeed.
We asked for a show of hands yesterday on who you thought would roll the dice with Pat and Co. and so far KPMG has the lead which seems a tad ludicrous. But hey! We’re not one to argue with the voice of the people.
Voting remains open until the end of today, so check out the latest tally and throw support behind the next firm to get tangled in the Patrick Byrne web. We’ll continue to update you on this horror show as it develops.
Open Letter to the Securities and Exchange Commission Part 3: Overstock.com Lied About Grant Thornton and Concealed Error [White Collar Fraud/Sam Antar]
Grant Thornton to SEC: Overstock.com Lied [Gary Weiss]
Also see: The Auditor Disagrees With Overstock.com [Floyd Norris/NYT]
Overstock’s Fired Accounting Firm Says Overstock Is Lying [Silicon Alley Insider]

Caption Contest Winner: Auditing Is Craptacular

After a tight race, one caption ended up pulling away.
Thumbnail image for crapper.jpg

Upon their arrival to their workstation, the audit team quickly understood the reasoning behind the under-accrual for utilities expense for the months of January through March.

With just over 20% of the vote. If you’ve got audit rooms (or any photos for that matter) that you feel are worthy of a caption contest, send them our way. Thanks for voting.

Baker Tilly Virchow Krause Merges with Beers & Cutler

Thumbnail image for Thumbnail image for merge.jpgChicago-based Baker Tilly Virchow Krause announced today that they are merging with Beers & Cutler, a firm based Vienna, VA.
This latest acquisition by BTVK — its twelfth this decade — is part of the firm’s “national expansion” and will add to its presence on the East Coast with the Vienna office acting as the hub in addition to its New York City location.
The Washington Business Journal reports that BTVK’s expansion goals include doubling its revenue to $400 million by 2012, which CEO Tim Christen calls ‘conservative.’


From the press release:

“When we look for merger partners, we focus on the quality of the people and the reputation of the firm. There are many synergies between Baker Tilly and Beers + Cutler, and we see Washington, DC as a critical market as we continue to develop the Baker Tilly brand in the U.S.,” said Tim Christen, CEO of Baker Tilly. “As independent members of Baker Tilly International, we have been colleagues for many years, and together, we believe in the power of the network and the value it brings to our clients around the world.”

Beers & Cutler had been expanding their practice rapidly over the past four years, increasing its number of employees from, 202 in 2005 to 319 in 2008. In 2009, B&C cut 55 employees — 17% of their total headcount — however, managing partner Ed Offterdinger insists they were not related to the merger:

“[These layoffs] were not at all a factor in the decision to merge,” said Ed Offterdinger, Beers & Cutlers’ managing partner. “We’re doing this from a position of strength.”
The downturn is easing, and the firm is seeing increased demand for its services, and “the merger will help accelerate that,” he said.

The Washington Business Journal does report that the merger will lead to an additional ten layoffs, but that the firm will be adding staff “in the near future.”
Our understanding is that Mr. Christen and Mr. Offterdinger are meeting with Beers & Cutler staff today and were not available for interviews or additional comment. If you work at either of these firms and have any additional details (especially if you were in the B&C “meeting”) on this story, get in touch with us.
Beers & Cutler to merge into Baker Tilly Virchow Krause [Washington Business Journal]
BTVK_Press Release.pdf

Deloitte, Grant Thornton Settle with Parmalat Investors

check.jpgU.S. Investors in Paramalat — the disturbingly long-life milk producer — have settled their lawsuit with Deloitte and Grant Thornton for $8.5 million and $6.5 million respectively.

Personally, if you make the decision to be associated with a company that consciously screws with the natural dairy production of a bovine, we’d say you’re on your own. However, this is America, where if you lose an asston of money on an investment (despite the morally ambiguous nature of said investment, not to mention the shiesty management), you sue.

The case was brought by several funds on behalf of thousands of investors who said they lost money from Parmalat’s multi-billion-dollar fraud.

“It is very rare that worldwide coordinating audit networks enter into settlements like what we have,” said James Sabella, a lawyer at Grant & Eisenhofer PA in New York representing the investors, in an interview.

Lead plaintiffs include Hermes Focus Asset Management Europe Ltd, Cattolica Partecipazioni SpA, Capital & Finance Asset Management, Societe Moderne des Terrassements Parisiens and Solotrat, court documents show.

We don’t know about the statement that settlements are “very rare”. The Big 4 has paid out nearly $6 billion in settlements since 1999 and settlements this year have included Deloitte/American Homes and E&Y/Akai.

Regardless, the good news for the investors is at least they got something. The bad news is that it was far less than the amount they claimed to have lost:

The U.S. equity investors believed they suffered $138.2 million of damages, but Sabella said their claims might have been reduced by earlier settlements. He also said taking their case to a jury could have been “full of difficulties.”

A Deloitte spokesperson declined to comment pending the approval of the settlement by Judge Lewis Kaplan. Grant Thornton did not immediately return our email requesting comment.

This latest development in the story that never ends Parmalat case is the first that we’ve reported that doesn’t involve the persistence of the company trying and failing and trying again to chase down banks and auditors for money related to the company’s bankruptcy in 2003. From the looks of it, we’ll be following these developments long into the next decade.

Ex-Parmalat auditors settle US investor lawsuit [Reuters]

The Grant Thornton ‘Global Six’ Campaign Has Hit a Snag

Thumbnail image for Thumbnail image for Grant-thornton-logo.JPGGrant Thornton’s global revenue results have yet to come out, however the Times Online is reporting lower UK revenues for the past fiscal year. This widens the gap between GT and Big 4 and possibly jeopardizes any hope of the ‘Global Six’ moniker making it into the mainstream.


This despite their ambitious efforts:

Two years ago, Grant Thornton unveiled ambitious plans to increase revenue to £500 million. It had just acquired RSM Robson Rhodes and appeared set for rapid growth. There was talk that it could close the distance on Ernst & Young and break the Big Four’s lock on blue-chip audit and advisory work.

This, as the Times notes, appears to be only a pipe dream now. They dish a little gossip about GT merging with E&Y which was de-nied pretty adamantly by the UK CEO, ‘That’s absolutely not true and I’ve no idea where it comes from.’
We really wish we could take credit for starting that rumor but alas, we can’t. Furthermore, it wouldn’t be the same if GT had to merge with someone. It is, however, worth speculating if any type of semi-mega merger would even be possible. We touched on this topic some time ago but that was for sport so we’re asking for serious speculation now.
If you’ve heard merger talk at any of your firms discuss — or just wonder aloud about which firms would/could/should get together — in the comments and feel free to opine on GT’s latest efforts in the Global Six campaign.
Grant Thornton slips further behind the Big Four [Times Online]

Caption Contest Finalists: Auditing Is Craptacular

Who knew servants of the capital markets could be so creative? Since democracy is alive and well here at GC, it’s about time to get the vote on this one going.
Thumbnail image for crapper.jpg
Here are the finalists:

A. If you think that’s bad, you should see where the prior year work papers are kept.
B. You think this is bad, the intern’s desk is inside the bathroom.
C. The audit staff showed the client who is boss by blocking entry to the restroom until the accountants provided the requested PBC’s.
D. Don’t think the .05% raise was the only benefit to becoming a senior manager.
E. In retrospect, the auditors realized that they shouldn’t have expressed so much concern over where the client was going.
F. Upon their arrival to their workstation, the audit team quickly understood the reasoning behind the under-accrual for utilities expense for the months of January through March.