Alix Nyberg, CFO Magazine
September 01, 2004
It's getting much harder for public companies to keep skeletons in their closets. As they ready internal controls for the harsh light of Section 404-compliance testing, the pressure to disclose problems uncovered in the process has become palpable.
In the first six months of the year, more than 100 companies raised red flags about the current state of their internal controls in their Securities and Exchange Commission filings, largely at the behest of their auditors, according to a CFO magazine analysis of a database compiled by Compliance Week newsletter. While there is no comparable data for previous years, the month-over-month growth - from 10 in January to 32 in June and 30 in July - has convinced many experts that such public confessions are on the rise.
"Even though Section 404 certifications won't start to be due until later this year, you're seeing a lot of companies trying to get ahead of the curve," says Stephen Poss, senior partner and chair of the securities litigation, SEC enforcement, and corporate-governance practice area at law firm Goodwin Procter LLP. He expects those numbers to increase until the completion of the first round of Section 404 testing, "as more companies get word from their auditors that they may have problems."
"Problems" can mean poor procedures or IT weaknesses, but in many cases they are more basic: unqualified or inadequate finance staffs. "A company needs to have a certain amount of [in-house] knowledge to determine the appropriate accounting issues, now that it cannot rely so heavily on its auditor," says Richard Steinberg, who led Pricewaterhouse-Coopers's governance practice before starting his eponymous consulting firm. The deficiencies that BDO Seidman noted at $14.5 million Advanced Materials Group Inc., which included operating without a full-time CFO and a lack of staff expertise, were typical of what one-third of companies making disclosures heard. And while smaller companies are most susceptible to such criticisms, large companies are not immune. PwC told international insurance giant AXA that the company had "insufficient personnel in the corporate accounting department with sufficient knowledge...of U.S. GAAP," the company reported in June.
With the threat of Section 404 failures looming, many firms are scrambling to fix their problems by hiring additional personnel and reorganizing. Thanks to quarterly Section 302 certification requirements, though, many are finding that agreeing to remedy weaknesses also entails reporting them. That means even the companies that end up passing Section 404 may be exposed to unwelcome investor scrutiny. The big question, says Wayne Avellanet, director of internal control at SST Truck Co., is: "Will I suffer the consequences of having a material weakness because I have a problem I can't fix fast enough?"
What Is Reportable?
Companies have long been required to disclose control weaknesses, but before Sarbanes-Oxley, they were rarely held accountable for knowing about them. The annual testing that Section 404 demands now leaves executives with little opportunity to plead ignorance. "With all the documentation and monitoring required, companies are much more likely to detect problems now," says Steve Wagner, a partner with Deloitte & Touche LLP and co-chair of its Sarbanes-Oxley steering committee. Although the controls covered by 302 are not exactly congruent to those described by 404, there is enough overlap so that "CFOs should be vigilant about any disconnects," says Poss.
Experts say many of the issues being revealed might once have stayed behind closed doors until fixed. But an arguably broader definition of what constitutes a "reportable condition" is making that strategy harder to pull off. Auditing Standard 2, recently issued by the Public Company Accounting Oversight Board (PCAOB), parses the historically used phrase into three categories - control deficiencies, significant deficiencies, and material weaknesses - in order of severity. The old standard allowed for a "low" probability of error before the dreaded material-weakness label was applied. But now a material weakness is one that creates "a more than remote" chance that "a material misstatement will not be prevented or detected" in a company's financial statements. And to further complicate matters, now multiple significant deficiencies can combine to equal a material weakness.
While auditors and companies (which must conduct their own independent assessments) must vet all types of deficiencies, only material weaknesses must be disclosed. But delineating between what does and does not have to be disclosed "requires a lot of judgment," says Wagner, who expects there to be "a fair amount of discussion and dialogue" between companies and auditors.
Such semantic issues are already leading to serious arguments between CFOs and auditors, as filings show. A number of companies, such as PhotoMedex Inc., Sports Club Co., and Alloy Inc., dismissed their auditors shortly after they identified the problems. At other firms, such as Western United Holding Co., auditors resigned because they were unwilling to rely on the data provided by management. AirGate PCS Inc., meanwhile, simply disagreed with KPMG in its second-quarter 10-Q. "The company believed that no reportable condition existed by the end of fiscal year September 30, 2003" related to a previously disclosed problem with the accounts-receivable information provided by Sprint Corp., "but our independent auditors have not made that finding."
When auditors and management disagree, however, auditors usually prevail. For example, a dismissal triggers a requirement to disclose any differences the two have had, including those regarding controls. And companies that maintain their relationships with the audit firm are usually bound to make the suggested changes. AirGate, for instance, has promised to disclose "all changes in internal controls with respect to financial information provided by Sprint that involves an item in excess of $1 million, and on a select basis, those changes with respect to financial information below this threshold." Roanoke Electric Steel Corp. CFO Mark G. Meikle had to hire a new staff member to placate his auditors. "We have always run a lean shop, and so we had some middle managers who were multitasking," he says, a situation that Deloitte & Touche considered a significant deficiency. Compensatory measures, such as having higher-ups approve the managers' decisions, did not solve the problem, he says, so "we realigned and readjusted so we wouldn't have that problem again."
Background Noise?
The fear, of course, is that disclosing a control weakness will cause investors to doubt the financials. That's what happened to New York Stock Exchange-traded Adecco SA, which announced in January that Ernst & Young was refusing to sign off on its financial statements based on weak internal controls. The company's stock price dropped about 35 percent from the previous day and was still trading at more than 20 percent below preannouncement levels at press time - even after Adecco had spent more than $121 million to confirm the accuracy of the financial statements and replaced its CFO.
More often, it's hard to separate the effect of the disclosure from the rest of the news that accompanies it. Nortel Networks, Bristol-Myers Squibb, and Goodyear Tire & Rubber Co., for example, ended up restating earnings in part due to errors created by their lack of internal controls, which clearly had an impact on investors. At other companies, such as Mirant and WorldCom, the discovery came during well-publicized cleanup efforts after financial disasters, and had little effect on the stock.
The market does seem to have some sympathy for what companies are enduring, however. When Alloy Inc. revealed that KPMG had deemed its accounting staff's inability to properly account for goodwill as a material weakness in its May 27 10-K, its stock actually went up. Says Poss: "Everyone knows a lot of companies are struggling with the 404 issues." In fact, he predicts that in the first year, "so many companies will get a negative opinion [on their internal controls] that it will be little more than background noise."
While William J. McDonough, chairman of the PCAOB, won't speculate on the number of negative opinions, he recently told CFO (see "The Enforcer," August) that he believes "markets will distinguish [between] cases in which a company just isn't very well managed [and cases in which] a company has work to do, but will probably get a clean opinion next year."
All in the Details
The level of detail many firms are providing about their remediation may be helping to assuage investors' fears. "Companies want to illustrate the minutiae of the improvements they're trying to make," says Compliance Week editor Scott Cohen. Sola International Inc.'s June 10-K, for example, described the plan that new CFO Ron Dutt had presented to the board last October to correct deficiencies related to staffing, as well as a list of steps taken, including a reorganization of the international finance staff and the addition of three CPAs to its corporate accounting staff.
Some companies, such as Roanoke Electric Steel, are disclosing their hiring plans even when the underlying problem was not deemed to be material. "We wanted our shareholders to know that we were addressing it," says CFO Meikle, "so we went ahead and said we had the problem but we were going to solve it."
How well such efforts will insure companies against failing Section 404 is unclear, since passing depends largely on which problems still exist and their effects on financial statements. However, Wagner says that identifying finance-staff turnover as a risk and establishing plans to mitigate it, like "making sure they're adequately compensated, sufficiently trained, and given enough time to allow them to get on top of increasingly complex issues," is key to making auditors comfortable.
To that end, experts say that even damaging revelations about internal controls may be better than staying silent. Levi Strauss & Co. and Sonus Networks Inc., for example, have already been cited for allegedly failing to disclose control weaknesses as part of broader class action lawsuits. "You can pretty much count on the fact that any cases concerning GAAP violations brought after the 404 deadline are going to point to SEC reports that discuss internal controls," says Bruce Carton, executive director of Institutional Shareholder Services's Securities and Class Action Services.
More seriously, the SEC interest in such disclosures will surely carry consequences. "The SEC enforcement staff will increasingly try to make examples of outside directors in cases where companies have inadequate control over financial reporting," says Poss. The internal control environment was also included among the factors judges should use in deciding sentences for corporate defendants, he notes, in the U.S. Sentencing Commission's new guidelines.
At least until the first 404 audits, then, experts advise companies to disclose early and often. "This time next year," says Poss, "I have a feeling the market's going to be a lot less tolerant."
Alix Nyberg is a CFO contributing editor.
Loss of Control
A sampling of how companies are reporting internal-control weaknesses.
Company: Adecco. Problems: 01/12/04. "The reasons for the delay in completion of the audit include: the identification of material weaknesses in internal controls in the company's North American operations of Adecco Staffing...".
Impact on Stock Price: 01/09 - open: 16.47; close: 16.93
01/12 - open: 10.10; close: 11.70
01/13 - open: 11.78; close: 11.76
Company: AXA. Problems: 06/25/04. "In June 2004, PwC reported to AXA's Audit Committee and management that it had identified...two reportable conditions: ...instances of inadequate procedures for appropriately assessing and applying certain SEC disclosures and requirements, and...in PwC's view, the Company and certain of its subsidiaries have insufficient personnel in the corporate accounting department with sufficient knowledge and experience of U.S. GAAP accounting principles and SEC requirements."
Impact on Stock Price:: 06/24 - open: 21.59; close: 21.66
06/25 - open: 21.65; close: 21.52
06/28 - open: 22.17; close: 22.05
Company: BMC Software. Problems: 06/14/04. Management and Ernst & Young "identified during the course of the year-end audit a significant internal control deficiency involving inadequate staffing of qualified accounting personnel. We believe this deficiency is temporary and is due to a unique combination of factors, including larger than normal turnover of accounting personnel. Management is actively working to strengthen our accounting and finance team to correct the internal control deficiency identified and such efforts include: the recent hiring of additional senior financial management, including a new chief financial officer...."
Impact on Stock Price: 06/10 - open: 17.33; close: 17.50
06/14 - open: 17.29; close: 17.15
06/15 - open: 17.15; close: 16.99
Company: Bristol-Myers Squibb. Problems: 06/28/04. "In 2003...the Company has devoted substantial resources towards remedying the reportable condition in relation to taxes.... The Company expects to complete remediation of the reportable condition by the end of 2004."
Impact on Stock Price:: 06/25 - open: 24.78; close: 24.55
06/28 - open: 24.70; close: 24.74
06/29 - open: 24.74; close: 24.65
Company: EDS. Problems: 05/10/04. In April 2004, management learned of errors in contract accounting models and processes that "resulted in the untimely recognition of the purchase of certain hardware and assets under construction.... Other instances of breakdowns in our internal controls and procedures could occur or be identified in the future. Any such breakdowns may have an adverse effect on us and the market price of our securities...."
Impact on Stock Price:: 05/07 - open: 18.05; close: 17.79
05/10 - open: 17.79; close: 17.51
05/11 - open: 16.91; close: 16.48
Company: Mirant. Problems: 12/22/03. "Our internal-control deficiencies relate to the account reconciliation process and procedures, proper supporting transaction detail relating to journal entries and the controls over certain complex areas of accounting for derivatives and income taxation.... The current internal-control solution is not an optimal correction...."
Impact on Stock Price: 12/19 - open: 0.42; close: 0.42
12/22 - open: 0.40; close: 0.40
12/23 - open: 0.40; close: 0.40
Company: Nortel Networks. Problems: 11/19/03. In the 2003 audit, D&T informed the audit committee of material weaknesses in internal control: "...lack of compliance with established...procedures for monitoring and adjusting balances relating to certain accruals and provisions, including restructuring charges; and lack of compliance with established...procedures for appropriately applying generally accepted accounting principles to the initial recording of certain liabilities...."
Impact on Stock Price: 11/18 - open: 4.08; close: 4.04
11/19 - open: 4.07; close: 4.10
11/20 - open: 4.10; close: 4.07
Sources: Company filings; Compliance Week
¶ 9:49 AM 0 Comments
Don Durfee, CFO Magazine
April 19, 2004
There is a paradox at the heart of the Sarbanes-Oxley Act of 2002. On one hand, the law requires companies to provide more-detailed and more-accurate financial statements. On the other, it cuts the time to do so. As recently as last year, companies had 90 days to file 10-Ks and 45 days for 10-Qs. But over the next three years, the deadlines will shrink dramatically-all in an effort to get financial data into shareholders' hands faster.
This squeezed schedule will put many companies in a bind. While the companies interviewed for this article indicated that meeting the first accelerated deadline-75 days for the 10-K-hasn't been too difficult, reaching 60 days for the annual and 35 days for the quarterly will be. "Forty-five days for the 10-Q is already challenging," says Gil Borok, executive vice president and global controller for CB Richard Ellis Group Inc. Inc., a real-estate services firm. "So to take it down to 40 days and eventually 35 is very difficult for us." (Although CBRE is private, it has public debt, and will voluntarily comply with the accelerated filing times.)
Not everyone will have trouble meeting the deadlines. Zebra Technologies Corp., a maker of bar-code technology, was among the initial batch of companies required to comply with the shorter deadline, filing its 10-K just 58 days after its fiscal year end-a feat vice president and controller Todd Naughton describes as achievable because of "a very intense focus" on quick data turnaround. In fact, Zebra has been filing its 10-Q within 35 days for six quarters in a row.
But Zebra is one of a mere handful of companies to file so fast. A review of SEC filings conducted by KPMG LLP reveals that in recent years, few companies filed their results as swiftly as they will have to. For example, in 2003 only 26 percent of companies submitted their 10-Qs within 40 days, while only 11 percent filed within 35 days. Of course, past filing times don't necessarily indicate how quickly companies can file, if pressured. But they do suggest late nights ahead for many in finance.
Full Disclosure
What makes fast filing so difficult? One problem is the many items that must be included in filings as a result of new accounting and SEC rules. For example, items that formerly were reported annually-such as pensions and business-segment results-now have to be reported quarterly.
Moreover, companies have to provide more detail in a number of areas, including variable-interest entities (FIN 46) and derivatives (FAS 133). Similarly, Enoch Jen, CFO of automotive supplier Gentex Corp., notes that the latest SEC interpretation of Section 406 of Sarbox (which discusses a company's code of ethics) requires extra work for this year's filing.
There are more basic difficulties. Despite a decade of enterprise resource planning implementations, many companies still have trouble just pulling numbers into one place. Nonintegrated finance systems, data inconsistencies, and manual reconciliation processes remain commonplace. According to a recent PricewaterhouseCoopers LLP survey, some 21 percent of companies say that an ineffective IT structure is their greatest concern in meeting the deadlines.
The second part of the process-analysis, drafting, review, and disclosure-also takes time. Hoping to shield themselves from the danger of submitting flawed numbers, boards and CEOs have added additional layers to the task. For example, Alliant Techsystems Inc., a defense contractor in Edina, Minnesota, now has disclosure and compliance committees, a subcertification procedure for business-unit heads, and an audit committee deeply involved in reviewing filings.
Squeezing time savings from the external auditors will not be easy. While the executives interviewed stressed the need to work closely with the accountants, there appears to be little they can do to speed their review. "At the end of the day, there is still a bottleneck with the auditors," says one executive.
Time Savers
Such obstacles can be daunting. Before anything, says Lawrence Serven, principal at The Buttonwood Group LLP, companies need to recognize that meeting accelerated filing deadlines is a project, and that a haphazard approach will ensure failure. He recommends developing a project charter that outlines the project's objectives, its scope, a work plan, and a description of its structure in order to escape that fate.
Such basic project-planning skills are essential, says Zebra's Naughton. When the rules came out, "the first thing we did was put together a project plan outlining how we were going to do it, a time line of events, and steps for speeding up the review process," he says. One addition was an early review of any nonfinancial parts of the financial statement, such as the descriptions of the company's products, in the 10-K.
The first area to address in such projects is the close process. According to Serven, companies can easily save time there by redesigning tasks. One headache for many finance departments is rework time, the time spent verifying numbers submitted by business units. Companies that close their books rapidly often minimize this work by requiring employees in the field to scrub their numbers before submitting them to headquarters. Erik Linn, CEO of CapAdvisory, recommends that companies also consider performing daily reconciliations rather than waiting until the end of the month.
Technology applied to a streamlined process can help. For instance, the exception-reporting features available with many finance-software packages can speed the reconciliation process by showing a manager which accounts to focus on. Boston Properties, a real-estate investment trust that has met the shortened 10-K deadline, uses an internally developed, Web-based system to speed the review of variance in each of its 140 properties. "The system makes viewing actual results versus projections very easy," says Michael Walsh, vice president of finance.
And by using consolidation software-which pulls information from various systems into a single database-companies can escape the tedious, error-prone manual rekeying of data. Zebra's financial system (the company uses Hyperion Financial Management) has eliminated all spreadsheets, gives greater data consistency, and allows the controller to issue the financials within 7 days. "So we'll have 28 days from the day we issue internal financial statements to do all our writing and reviewing of the 10-Q," says Naughton.
There are also ways to shorten the back-end process. According to Alliant controller John Picek, his company uses the forecasting process to get an early start on the analysis of its filings. "We at least have a set of data so that we can start our 10-K and 10-Q drafting prior to the period end and get some preliminary drafts done," he says. "And then when you do close the books, your actuals are inserted, [and] hopefully they're not a whole lot different from what you estimated."
Just Good Housekeeping?
Not surprisingly, accelerated filing doesn't happen without cost. While none of the executives interviewed reported spending a great deal of money complying, there are costs nonetheless.
Most obvious are the upgrades to the IT systems necessary to speed the close and improve visibility. Naughton estimates that Zebra spent a total of $500,000 on its financial-management system. (Faster filing was an unanticipated benefit; the company actually bought the system to improve management reporting.) There is also the risk of overworking employees. "Companies will meet these new deadlines, but at what price? Burning people out and creating higher turnover," says Joseph M. Orlando, partner in charge of KPMG's CFO Advisory Services practice. All of which raises a basic question: What value do accelerated filings create for investors?
The answer appears to be that the rule will create fewer benefits than its drafters hoped. While the current deadlines are clearly too long to produce timely financial information, shortening them won't help much. By the time financial statements are issued, investors have already read earnings releases and made decisions. "If there were a material event, we're required to file an 8-K within four days anyway," says Borok. "So this is really just crossing the T's and good housekeeping."
The real value of financial statements, says George Benston, a finance professor at Emory University's Goizueta Business School, is that they are a more-thorough, audited version of the numbers. They allow investors to learn things about the company that they might not by relying on earnings releases. By this logic, if rushing the process leads to mistakes, then the rule may do more harm than good. "I don't understand the point," says Benston.
Still, a rule is a rule. Perhaps the best advice for finance executives is to treat the requirements as an excuse to clean up their processes. "You should be looking for opportunities to improve your management reporting, your analytical capabilities, and your ability to be more responsive to your internal customers," argues CapAdvisory's Linn. For example, a company might consider switching to Web-based reporting, which helps make performance data available to managers daily. When done correctly, such changes can help make a company more nimble and allow its managers to make wiser decisions.
And for investors, that change could be the greatest value of all.
Don Durfee is research editor at CFO.
Speed It Up
How SEC filing dates have changed.
Fiscal years ending
on or after... 10-K deadline* 10-Q deadline*
December 15, 2002 90 days 45 days
December 15, 2003 75 days 45 days
December 15, 2004 60 days 40 days
December 15, 2005 60 days 35 days
*Days after fiscal year end.
Source: Securities and Exchange Commission
[AM-NH3A852]
By Bob Couey
A world class photographer once said to me:
"Bad (or lackluster) photos are caused from laziness. Unfortunately, too many photographers, amateurs to professionals, will approach a photo assignment with a pre-conceived notion of attack - mostly from 'history of style' and wanting to play it safe. Rarely, will the photographer step back, put down the camera and size up the assignment before proceeding. Instead, many of us will execute the photo from the angle we initially approached the subject, never thinking to study the subject and its environment first.
"Look at it like this," he continued. "The subject you wish to photograph is the nucleus of an atom. You, the photographer, are the electron spinning around the subject until you find just the right angle and distance. Not until then will you have successfully evaluated every aspect of that subject and its possibilities." He added, "Just the slightest move to the right or left, up or down has the potential to make or break the photo. Don't be in such a hurry to finish and leave."
That observation affected how I look at photography more than any other instructor, class, course, seminar or guest speaker, before or since. In fact, long ago, I based my "photographic vision" on this wonderful tip. But what's more important; that professor suffered from the crippling effects of adult polio. And even with that affliction (and in his 60s), he still employed the "atom" philosophy with all the vigor of an athlete.
[AM-LPFHIT4]
¶ 5:14 PM 0 Comments
Il ne se passe pas une semaine sans que des apprentis-réseauteurs me fassent part des difficultés qu'ils ont à amorcer la conversation lorsqu'ils rencontrent des gens pour la première fois. J'ai réuni pour vous quelques « brise-glace » qui devraient vous faciliter la tâche.
Vous rencontrez un comptable. peu importe qu'il ou elle s'affiche comme une personne pétillante et aimant la vie, nous sommes toujours tentés de présumer qu'au fond, les gens qui oeuvrent en comptabilité sont des personnes plutôt ternes, dont le travail nous semble monotone. En effet, qui, enfant, a déjà joué à être comptable ou rêvé de le devenir ?
Mettez vos préjugés de côté. Je connais des comptables qui pratiquent des sports extrêmes et conduisent leur flamboyante BMW comme s'ils étaient au volant d'une formule un.
Pour les aborder, je vous propose les brise-glace suivants :
« Est-ce que vous êtes en pratique privée ? »
Dans ce secteur d'activité, on parle de pratique privée lorsque l'on exerce sa profession au sein d'un cabinet ou dans le secteur privé, industrie ou commerce. Il se peut que votre interlocuteur travaille dans le secteur public : pour un gouvernement ou dans le secteur scolaire, par exemple.
« Êtes-vous spécialisé dans un type particulier de client ou d'industrie ? »
Si la personne à qui vous vous adressez travaille pour l'une des six plus importantes firmes comptables au pays, où l'on compte des clients de tous les secteurs, vous pouvez poursuivre avec :
« Est-ce que les derniers événements, où de grosses firmes comptables ont été impliquées dans des situations délicates, ont modifié certaines de vos façons de faire ? »
À partir de ce moment, la conversation devrait normalement être engagée. Même si les comptables ont la réputation d'être introvertis, ils apprécient, comme tout le monde, que l'on s'intéresse à ce qu'ils font.
Vous êtes présenté à quelqu'un qui travaille en publicité. Vous auriez pu le deviner. Ceux qui oeuvrent dans ce secteur ont généralement un look artiste. Très peu de cravatés dans le lot. Certains ont même l'air aussi à l'aise qu'un poisson hors de son bocal dans une rencontre de réseautage.
Les questions à poser s'imposent d'elles-mêmes :
« Est-ce que vous travaillez pour une agence en particulier ? »
Cette personne pourrait tout aussi bien effectuer le même type de travail pour un magazine, une grande entreprise ou être travailleur autonome.
Si la personne est en agence, vous pouvez poursuivre avec :
« Quels sont les clients que vous desservez ? »
Il peut s'agir aussi bien d'entreprises que d'individus.
« Quelle campagne de publicité vous a apporté le plus de satisfaction personnelle ? » Ou encore : « Quel projet vous a demandé le plus de recherche ? »
« Utilisez-vous des groupes-témoins pour orienter vos stratégies ? »
Vous allez rapidement être séduits par leurs histoires. La vie des gens qui œuvrent en publicité est loin d'être monotone.
Comme vous pouvez le constater, il faut d'abord s'intéresser aux gens à qui l'on s'adresse pour qu'eux-mêmes s'intéressent à ce que l'on dit.
[AM-AH8EXX3] ¶ 9:43 AM 0 Comments
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