Tag: SEC Filings

Is Groupon Getting Cold Feet?

Maybe! The Wall St. Journal reports that the “site isn’t cancelling its initial public offering […] but is reassessing the timing for an IPO on a week by week basis,” because some people have gotten spooked by this big, scary economy. Okay, things are actually pretty frightening out there but Bloomberg’s sources say that the company also “needs time to address regulators’ questions, including possible revisions to a controversial accounting method used in its filing.” But all this – or insolvency, for that matter – isn’t any cause for concern since this just like a couple postponing a wedding. They just need more time. [WSJ, Bloomberg]

Today in Spineless Audit Committees: Morris Publishing

As we’re all aware, the Audit Committee is supposed to be one of the key tools in corporate governance. If management is messing around with financial reporting, disclosures or there’s trouble with the auditors, the audit committee should be all over it like stink on a monkey. The audit committee also is in charge of appointing/firing the auditors to prevent management from throwing out auditors who tell them things that they don’t like.

Apparently this is not the case with Atlanta-based Morris Publishing. In a recent 8-K, the company explained that they fired Deloitte and more or less admitted that their audit commorthless:

Dismissal of Auditor.

On August 17, 2011, Morris Publishing Group, LLC (“Morris Publishing”, “we”, “our”, “us”) dismissed Deloitte & Touche LLP (“D&T”) as its independent registered public accounting firm.

The decision to allow our management, at its discretion, to change auditors had been unanimously approved by our Board of Directors and its Audit Committee on July 18, 2011. [this is my emphasis]

The audit reports of D&T on our consolidated financial statements as of and for the years ended December 31, 2010 and December 31, 2009, did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles, except:

(A) The audit report as of and for the year ended December 31, 2009 included the statements, “As discussed in Note 6 to the consolidated financial statements, on January 19, 2010 the Company filed for reorganization under Chapter 11 of the U.S. Bankruptcy Code. On February 17, 2010 the Bankruptcy Court entered an order confirming the plan of reorganization which became effective after the close of business on March 1, 2010.”

(B) The audit report as of and for the year ended December 31, 2010 included the statement, “As discussed in Note 10 to the financial statements, the accompanying 2009 financial statements have been restated to correct a misstatement.”

During the two fiscal years ended December 31, 2010 and December 31, 2009, and during the subsequent interim periods through June 30, 2011, there were no (1) disagreements with D&T on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to the satisfaction of D&T would have caused D&T to make reference in connection with their report to the subject matter of the disagreement, or (2) “reportable events” as defined in Item 304(a)(1)(v) of Regulation S-K; except as follows:

(A) We reported in April 2011 that management discovered errors in the accounting treatment for debt extinquishment such that our financial statements as of and for the year ended December 31, 2009, and the interim periods ended March 31, 2010, June 30, 2010 and September 30, 2010, should no longer be relied upon, and that the correction of these errors will be reflected within our Form 10-K for 2010 and subsequently filed interim reports; and

(B) as reported in our Form 10-K for the year ended December 31, 2010, we identified a material weakness in our internal control over financial reporting with respect to the operational effectiveness of controls in the area of accounting for complex non-recurring transactions. As a result of this material weakness, we concluded that our disclosure controls and procedures were not effective as of December 31, 2010.

We provided D&T with a copy of this Current Report on Form 8-K, and requested that D&T furnish us with a letter addressed to the Securities and Exchange Commission stating whether D&T agrees with our statements made in response to the disclosures required by Item 304(a)(3) of Regulation S-K. We subsequently received the requested letter, and a copy of such letter is filed as Exhibit16.1 to this Current Report on Form 8-K.

So it appears that Morris Publishing is definitely one of those clients. The kind that makes you wish that you had chosen a career that’s less likely to make you want to jump out of a window. Anyway, the aforementioned letter from Deloitte states the following:

We have read Item 4 of Morris Publishing Group LLC’s Form 8-K dated August 16, 2011, and we have the following comments:

1. We agree with the statements made in paragraphs 1 and 3 through 12.

2. We have no basis on which to agree or disagree with the statement made in paragraph 2.

In other words, Deloitte is saying, “Yes, we agree that your financial reporting is a mess and that your internal controls are awful. And if you want to admit that your audit committee is a bunch of lackeys for management, we’re not going to stop you.”

8-K [SEC]
Deloitte Letter [SEC]

Uncategorized

Today’s Groupon: Sorta Insolvent

Technically, we should say as of June 30, 2011, as the company had $376 million in current assets and $680 million in current liabilities for a negative working capital of $304 million. In accounting terms that’s known as notveryfuckinggood. Henry Blodget doesn’t want to freak anyone out but if things continue as they have been, this could end up being a helluva problem:

Companies can operate with a working capital deficit as long as they have another source of cash to cover the bills as they come due. Right now, Groupon has this source of cash: rapidly growing Groupon sales. As long as Groupon sells enough new Groupons in one quarter to pay all the bills it racked up in the prior quarter, it will not need additional cash. But if the company’s growth stumbles, or if competitive pressure leads to Groupon’s gross profit margin getting squeezed, look out. Under those scenarios, the company may not be able to sell enough new Groupons to pay off its old bills, and then it will face a serious cash crunch.

S-1 [SEC]
Don’t Mean To Be Alarmist, But Groupon Is Running Low On Cash [BI via Gawker]

Harbin Electric’s Ability to Timely File Financial Statements with the SEC Falls on One Lonely CPA

Today in odd things found in SEC filings, we were pointed to this 10-Q from Harbin Electric, Inc., “a Nevada Corporation, incorporated on July 9, 2003.” However, this gives you a little better idea about what Harbin’s business is:

Through its subsidiaries, the Company designs, develops, engineers, manufactures, sells and services a wide array of electric motors including linear motors, specialty micro-motors, and industrial rotary motors, with focus on innovation, creativity, and value-added products. Products are sold in China and to certain international markets.

There it is! Another reverse merger company operation. Of course, this could be a completely legitimate business that is making money hand over fist but if Roddy Boyd is writing about you, that could be a bad sign. But that’s neither here nor there. One interesting thing we found in the company’s Q is just how much the company depends on their SEC Reporting Manager (I’ve added some italics for emphasis):

We rely on the services of our SEC reporting manager to assist us in researching and resolving certain US GAAP accounting issues and preparing our consolidated financial statements.

We employ an SEC Reporting Manager who is a Certified Public Accountant in the United States to assist our internal accounting and finance personnel in resolving complex US GAAP accounting issues. From time to time we rely on her to conduct research on complex accounting issues relating to US GAAP and to provide advice to the Company as to how to comply with US GAAP. Although our SEC Reporting Manager is not involved in our day to day operations or the management of our accounting functions, she also assists us in our consolidation process and in preparing our consolidated financial statements and footnotes. If we were to lose the services of our SEC Reporting Manager, we would attempt to hire another similarly qualified person to replace her. The loss of the services of our SEC Reporting Manager, in the absence of a qualified replacement, could adversely impact our ability to accurately prepare our consolidated financial statements on a timely basis.

There’s really no way to know who this poor, lonely SEC Reporting Manager is but based on the disclosure, it seems pretty clear that if she were to meet with an unfortunate accident, Harbin would be up shit creek without a paddle (and there’s probably a hole in the boat).

Why, exactly, isn’t there an intern, temp, custodian, someone, ANYONE that serves as the backup QB? This is not immediately known. Perhaps the company broke the piggy bank paying for the reverse merger but it seems prudent that they at least throw in Ms. SEC Reporting Manager’s best girlfriend from high school or something.

Of course if you’re job hunting and have a decent résumé, you could always ring them up.

Groupon Will File a New S-1 to Pretend Like ACSOI Never Existed

All Things D has reported that Groupon will amend its S-1 public offering filing to remove references to its controversial ACSOI accounting treatment, which we discussed previously here.

In a June 2, 2011 SEC filing, Groupon admitted the metric was creative to say the least. “Our use of Adjusted CSOI has limitations as an analytical tool, and you should not consider this measure in isolation or as a substitute for analysis of our results as reported under GAAP,” they said. Some of the die-hard tin foil hat anti-IFRS brigade (I count myself as one of them) might feel the same way about other “alternative,” non-GAAP accounting methods but I digress.

ACSOI did wonders for Groupon’s numbers. It turned a 2010 operating loss of $420,344,000 into a positive $60,553,000, turning Groupon’s luck in its favor to the tune of $481 million. All well and good if investors can actually rely on those statements but didn’t the very idea of ACSOI self-proclaim that it was not to be relied upon? So how the hell did it end up in Groupon’s S-1?

All Things D elaborates on Groupon’s trouble since introducing the idea of ACSOI:

Hence, a furious debate — along with much internal tension — within Groupon about what to do. At first, in another S-1 amendment, the company backed away from using ACSOI as a “valuation metric.”

But that was apparently not enough for the SEC or anyone else, so Groupon’s top managers finally thought it best to rid itself of the term entirely. That will happen next week, sources said.

And, in coming weeks, sources added, the company will be filing additional financial information about both its growth and costs, which will undoubtedly also be put under a microscope by the media, investors and regulators.

Probably good for everyone involved. Things are complicated enough using metrics we all pretty much agree upon, no reason to start pulling accounting tricks out of our hats.

The Company That Brought You Farmville Is Going Public

In addition to the Nets’ financials, you’ve got plenty of reading to do over this long weekend.

Some highlights from Zynga’s S-1 courtesy of Zero Hedge:

• Q1 2011 revenue: $235.4MM, up from $100.9MM YoY, LTM revenue $731.9 MM
• Q1 Net Income: $11.8MM up from $6.4MM YoY, LTM Net Income: $96.2MM
• Q1 Adjusted EBITDA: $112.2MM, up from $93.5MM, LTM EBITDA: $411.4MM
• Adjusted EBITDA definition also excludes stock based comp and change in deferred revenue
• Cash: $995.6MM, almost the same size as the entire proposed IPO
• Working Capital: $603.4MM

Some other fun things of note:

&bull Jeffrey Katzenberg, CEO of DreamWorks is on the Board of Directors and serves on the compensation committee.

• CFO David Wehner is formerly of Allen & Company, an investment bank that specializes in media and technology. He has an M.S. in Applied Physics from Stanford and a B.S. in Chemistry from Georgetown. His total compensation for 2010 was $17,996,057, $16,087,500 of which was stock awards.

• The audit committee consists of Brad Feld, Reid Hoffman and Stanley Meresman. Feld is a MD at the VC firm Foundry Group, Hoffman is the former CEO of LinkedIn and Meresman, the chair of the committee, selected for “his background as chair of the audit committee of other public companies and his financial and accounting expertise from his prior extensive experience as chief financial officer of two publicly traded corporations.”

• Mark Vranesh is the Chief Accounting Officer and had total compensation for 2010 of $1,544,940, $1,287,000 was stock awards.

There’s plenty more to pour through, so have it. And yes, Ernst & Young says everything is kosher, so who wants a piece of this?

Zynga S-1 [SEC]

One Might Get the Idea That Glen Rose Petroleum Corp. Fired Its Auditor in Favor of a Firm That’s Less Likely to Issue a Going Concern Opinion

It’s not entirely clear why Jonathon P. Reuben’s services are no longer needed but you could easily conclude that the GCO wasn’t appreciated.

On June 20, 2011, the Audit Committee of the Board of Directors of Glen Rose Petroleum Corporation (the “Company”) approved the termination of services of Jonathon P. Reuben CPA, An Accountancy Corporation (“JPR”), effective immediately.

JPR was the independent registered public accounting firm for the Company for the fiscal years ended March 31, 2010 and 2009. The reports of JPR on the Company’s financial statements for the years ended March 31, 2010 and 2009 did not contain an adverse opinion or disclaimer of opinion, and such reports were not qualified or modified as to uncertainty, audit scope, or accounting principle, except that the reports of JPR on the Company’s consolidated financial statements as of and for the years ended March 31, 2010 and 2009 contained an explanatory paragraph which noted that there was substantial doubt as to the Company’s ability to continue as a going concern due to a deficit in working capital and incurring significant losses.

BDO will take it from here. Perhaps a nice welcome to the partnership gift for one of the newbies?

8-K [SEC via Citybizlist]