Hoogervorst said U.S. sovereignty would be protected by the SEC having a final say before any IASB rule is introduced. “Such endorsement mechanisms provide an important ‘circuit breaker’ if the IASB produced a standard with fundamental problems for the United States,” Hoogervorst told an accounting conference. The SEC would remain in full control of enforcement. “So there is absolutely no danger of importing different enforcement standards from abroad into the United States,” the former Dutch finance minister added. [Reuters]
Tag: SEC
SEC Not Amused By Deloitte’s Failure to Produce Documents Related to Company That Held Their Audit Workpapers Hostage
Remember Longtop Financial Technologies? Deloitte resigned as auditors of the Chinese company back in May after LFT took some actions that were, shall we say, unusual for an audit client. Among them, “interference by certain members of Longtop management in DTT’s audit process; and […] the unlawful detention of DTT’s audit files.” And there may be some financial statement fraud going on, to boot. What’s even slightly weirder is Deloitte’s resig nt to Longtop’s Audit Committee that laid out the specifics:
[A]s a result of intervention by the Company’s officials including the Chief Operating Officer, the confirmation process was stopped amid serious and troubling new developments including: calls to banks by the Company asserting that Deloitte was not their auditor; seizure by the Company’s staff of second round bank confirmation documentation on bank premises; threats to stop our staff leaving the Company premises unless they allowed the Company to retain our audit files then on the premises; and then seizure by the Company of certain of our working papers.
Right. The auditors-almost-taken-hostage situation. Quite a doozy, this one. Based on the history between Deloitte and Longtop, one would think that Green Dot would jump at any chance to exact a little revenge on these shady bastards. NOPE!
From the crack squad at the SEC:
The Securities and Exchange Commission today filed a subpoena enforcement action against Deloitte Touche Tohmatsu CPA Ltd. for failing to produce documents related to the SEC’s investigation into possible fraud by the Shanghai-based public accounting firm’s longtime client Longtop Financial Technologies Limited.
According to the SEC’s application and supporting papers filed in U.S. District Court for the District of Columbia, the SEC issued a subpoena on May 27, 2011, and D&T Shanghai was required to produce documents by July 8, 2011. Although D&T Shanghai is in possession of vast amounts of documents responsive to the subpoena, it has not produced any documents to the SEC to date. As a result, the Commission is unable to gain access to information that is critical to an investigation that has been authorized for the protection of public investors.
“Compliance with an SEC subpoena is not an option, it is a legal obligation,” said Robert Khuzami, Director of the SEC’s Division of Enforcement. “The ability of the SEC to conduct swift and thorough investigations requires that subpoena recipients promptly comply with that legal obligation. Subpoena recipients who refuse to comply should expect serious legal consequences.”
Maybe the email/hand-written letter sent by carrier pigeon (whatever method of communication the Commission is using these days) got lost OR maybe no one at Deloitte Shanghai was in the translating mood that day but it seems slightly strange that Deloitte would just blow this off especially since Longtop screwed them 70 ways to Sunday. Of course these documents could show that Deloitte was really a bunch of pansies and we’re letting LFT run the show until the gross negligence got to the point that they simply couldn’t ignore it anymore. It’s anybody’s guess, really.
UPDATE: The Journal reports that Deloitte claims to be “caught in the middle of conflicting demands by two government regulators,” which could be seen as extremely convenient.
SEC Files Subpoena Enforcement Action Against Deloitte & Touche in Shanghai [SEC]
Court Filing [SEC]
Also see: S.E.C. Asks Court to Force a Release of Papers From China [NYT]
When Booking Bogus Revenue, Ideally Your CFO Is the Type to Not Give a Rat’s Ass
James Li and David Chow used to run a shop called Syntax-Brillian Company as the CEO and Chief Procurement Officer respectively. They sold high-def, LCD TVs under the Olevia brand in China. Problem was, they didn’t really sell TVs under the Olevia brand in China. According to the SEC:
[F]rom at least June 2006 through April 2008, Li and Chow engaged in a complex scheme to overstate Syntax’s financial results by publicly reporting significant sales of LCD televisions in China, when in fact the vast majority of these sales never occurred. Li and Chow initially concealed the scheme through the use of fake shipping and sales documents.
Of course, they couldn’t do it alone. They needed a CFO. A CFO who would backdate things when asked and ignore obvious signs of bogus revenue. That man was Wayne Pratt who, from the sounds of it, wasn’t too concerned about ANYTHING:
The SEC alleges that Wayne Pratt, Syntax’s Chief Financial Officer, ignored red flags of improper revenue recognition and participated in preparing backdated documentation that was provided to Syntax’s auditors to support fictitious fiscal 2006 year-end sales. Pratt also ignored indications of impaired assets, agency sales, and potential collectability issues.
So, budding criminals, get on the look out for a guy/gal who is accustomed to shrugging their shoulders and responding “Meh. Whatever.” to your demands. Should work out well for you.
Litigation Release [SEC]
Complaint [SEC]
What’s the Deal with Groupon’s Adjusted CSOI?
According to Bloomberg, Groupon’s operating income and other accounting trickery habits are being studied by the U.S. Securities and Exchange Commission, part of a routine review of the site’s IPO. Nothing out of the ordinary there.
But Groupon seems pretty transparent about the unreliability of their methodology. I guess this is to say “don’t rely on this information, we’re kind of making some of these numbers up” so investors can’t say they weren’t warned.
Check out this June 2, 2011 SEC filing:
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. Some of these limitations are:
• Adjusted CSOI does not reflect the significant cash investments that we currently are making to acquire new subscribers;
• Adjusted CSOI does not reflect the potentially dilutive impact of issuing equity-based compensation to our management team and employees or in connection with acquisitions;
• Adjusted CSOI does not reflect any interest expense or the cash requirements necessary to service interest or principal payments on any indebtedness that we may incur;
• Adjusted CSOI does not reflect any foreign exchange gains and losses;
• Adjusted CSOI does not reflect any tax payments that we might make, which would represent a reduction in cash available to us;
• Adjusted CSOI does not reflect changes in, or cash requirements for, our working capital needs; and
• other companies, including companies in our industry, may calculate Adjusted CSOI differently or may use other financial measures to evaluate their profitability, which reduces the usefulness of it as a comparative measure.
Because of these limitations, Adjusted CSOI should not be considered as a measure of discretionary cash available to us to invest in the growth of our business. When evaluating our performance, you should consider Adjusted CSOI alongside other financial performance measures, including various cash flow metrics, net loss and our other GAAP results.
Better yet, AQPQ explains the math behind ACSOI:
Groupon acknowledges that it is losing money when profits and losses are measured in accordance with Generally Accepted Accounting Principles (GAAP). The firm claims, however, that its profits and losses are more meaningfully measured by a metric they call Adjusted Consolidated Segment Operating Income (ACSOI).
How does this number differ from profits and losses that are measured in accordance with GAAP? ACSOI apparently includes all of the revenues, but only some of the expenses, that are recognized by GAAP. By excluding certain significant expenses, Groupon manages to convert its losses into profits.
So what is the SEC going to find? Accounting methods already confessed to by the perps? Big deal.
Some Are Suggesting That the IASB Is Filled with a Bunch of Spineless Jellyfish
Representatives of large institutional investors told the Securities and Exchange Commission on Thursday that they had serious qualms about the London-based International Accounting Standards Board replacing the U.S. Financial Accounting Standards Board as the primary arbiter of accounting rules in this country.
Speaking at an SEC panel focusing on investor views of international financial reporting standards, the representatives roundly supported the goal of establishing a single set of high-quality global financial reporting standards in the United States in the form of IFRS. But they suggested that the IASB, the current promulgator of IFRS, lacks the backbone and outreach capability of FASB — qualities that would be needed for a global system to succeed. [CFO]
PCAOB, SEC to Be All Up in China’s Business Next Week
Perhaps you’ve heard that some U.S.-listed Chinese companies have had some trouble with their financial reporting. Often times this leads to CFOs quitting, auditors resigning or workpapers being held hostage. None of which are good. Occurrences such as these have been going on for a little while and more recently the SEC admitted that they had, in fact, heard something about it. Perhaps even more surprisingly, a Chinese official also confessed that some of these companies weren’t exactly on top of their shit and in some may not have the faintest idea of what they’re doing.
All this excitement has finally gotten the teams at the SEC and PCAOB worked up enough that it has been decided that they’re popping over to Beijing to meet with the country’s Ministry of Finance and the China Securities Regulatory Commission next Monday and Tuesday to see what’s what.
“This meeting is the commencement of our accelerated efforts with the People’s Republic of China to forge a cooperative resolution to cross-border auditing oversight. I believe we share a common objective with Chinese regulators to protect investors and safeguard audit quality through our mutual cooperation,” said James R. Doty, PCAOB Chairman.
The delegation will be led by Board Member Lewis H. Ferguson and include staff from the PCAOB’s Office of International Affairs and Division of Registration and Inspections, and the SEC Office of International Affairs and Office of the Chief Accountant. The delegation will meet with senior leadership of the Ministry of Finance and the CSRC.
“The purpose of this meeting is to provide an opportunity to exchange information about how each country conducts inspections of auditing firms and to move toward a bilateral agreement providing for joint inspections of China-based auditing firms registered with the PCAOB,” said PCAOB Board Member Ferguson.
Reuters reports that Ferguson considers the trip a “confidence-building exercise,” just in case you were still a little queasy on Sino-Forest, et al.
Statement on Delegation to China [PCAOB]
U.S. audit watchdog, SEC plan Beijing visit [Reuters]
Broker-Dealers, Prepare Thyselves for More Intrusive Audits
SEC commissioners will vote today on proposed changes to broker-dealer auditing and reporting rules at a meeting in Washington. As with the 2009 rules, which tightened oversight of advisers’ custody of client assets after Bernard Madoff Ponzi scheme was exposed, the new changes increase oversight of the minority of about 300 broker-dealers who hold customers’ cash.
The proposals — which would be opened for a 60-day comment period — would require that a broker-dealer’s internal controls be checked by a registered public accounting firm and would let regulators examine the broker-dealer’s audits. Broker-dealers would have to file quarterly reports describing whether they have access to client money and how any access is controlled. [Bloomberg]
Yes, the SEC *Has* Heard About the Trend of Accounting Problems at Reverse Merger Companies
The Securities and Exchange Commission warned investors about the risk of fraud, accounting problems and other abuses at companies that obtain stock listings through so-called reverse mergers.
The warning on Thursday comes amid a rash of accounting scandals involving China-based companies listed on U.S. exchanges through reverse mergers, or mergers with U.S. shell companies. “Many companies either fail or struggle to remain viable following a reverse merger,” the SEC said in an investor bulletin. Investors should be especially wary of reverse merger operating companies that are “nonreporting,” meaning they are not required to file reports with the SEC, the agency said. “Keep in mind that information from online blogs, social networking sites and even a company’s own website may be inaccurate and sometimes intentionally misleading,” the SEC said. [Reuters]
SEC Still Cleaning Up Waste Management
Former Waste Management Chief Accounting Officer Bruce Snyder settled a civil injunctive action with the SEC today. The action relates to a little incident when Brucey “among other things, prepared, reviewed, and signed a materially false or misleading Form 10-Q,” back in ’99.
Perhaps this case was handled as efficiently as possible but taking twelve years to wrap this up might be enough to encourage Mary Schapiro to ask some other people to get better at their jobs (that means, lay off the porn). [SEC]
Mary Schapiro Wants Accountants to Get Better at Their Jobs
Did you work hard this past busy season? Did you toil away for hours and hours to provide exemplary client service? Did you take one for the team when that creeper client contact wanted to dance at the end-of-the-year party? Great. Well done, good and faithful capital market servant. But guess who still isn’t satisfied? The SEC Chair, Mary Schapiro. Why? Well, it’s becuase you’re still not meeting investors expectations and the SEC is hearing about it. Everyone is demanding the best and you’re simply not cutting it right now.
“At the SEC, we have heard from investors that they are not as confident as they could be, and they have areas in which we all could expect more from accountants, from accounting standards, from regulators and from those who provide assurance through the audit process,” she said. “I believe that, when your customer asks for more, especially after the challenges of recent years, you need to listen.”
So maybe this is what KPMG is talking about when they say things are going to the next level?
SEC’s Schapiro Says Investors Expect More from Accountants [AT]
Is the SEC Actually Monitoring Social Media?
The SEC has stated its position on social media, and I use the term “social media” loosely. They have also warned of hot stock scams perpetuated through those same channels.
Remember this?
A document request list sent by the SEC to some advisers asks for a broad range of data related to social media use, according to a compliance alert from ACA Compliance Group. Among other things, the SEC is seeking to identify how often advisers use social media websites such as Facebook, Twitter, LinkedIn, YouTube, Flickr, MySpace, Digg, Redditt, as well as any blogs used by, or subscribed to, by the adviser. They are also looking at communications made by, or received by an adviser on any social media website including among others, blog postings, messages, and/or tweets.
MySpace? I doubt unscrupulous frauds will find many worthy targets there.
To me, it says that the SEC has no idea where the important information is when it comes to social media.
Look at the BlackBerry PlayBook recall. 900 units isn’t huge if you consider they moved 50,000 units on its first day. Then again, if it were an anointed Apple product, that would be a pathetic debut.
If the SEC is in the business of protecting the investor, it would want to have some kind of say in how useful, relevant and timely RIM’s information is to shareholders. Reasonable accounting authorities might also want to understand the impact of bad PR on the company’s overall financial health, instead of constantly wasting everyone’s time discussing how to account for a lease on the books. Please!
Like when the WSJ published this story about the PlayBook’s first day:
“The traffic’s not iPad crazy, but there is a buzz,” said a salesman. “We actually had 5 people in the morning when the store opened at 7.”
Early sales were also relatively strong at a Best Buy outlet in the Fenway neighborhood of Boston, where there were “only a couple” of tablets left as of midmorning, a salesman said. While he declined to say exactly how many the store started with, he said the majority had now been sold. There were people waiting to buy the tablet when the store opened, he said.
At a Staples store in downtown New York City, on Broadway, a salesman said all 10 PlayBooks it had in stock sold out within a couple of hours of opening at 7 a.m. People are still coming in to ask for it, and the store is having them order online, he said.
Shit, if I held a bunch of RIM (disclaimer: this author is long RIM) and this were a reasonable market in which I might feel safer knowing the SEC is totally protecting my interests, I might want a rule that calculates exactly what that bad PR is worth to the company I own. To a shareholder, this sort of news means my investment just took one hell of a hit. Ten PlayBooks per store? Sad.
But instead, the SEC wants to know what blogs investors are reading. I’m sure that’s a productive use of their time and far more important than monitoring the digital pulse of investing as it pumps through the veins of social media.