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Question: In March 2000, the Securities and Exchange


In March 2000, the Securities and Exchange Commission (SEC) began requiring public companies to have their quarterly financial statements “reviewed” by their independent auditors. The broad purpose of this new requirement was to improve the quality and credibility of quarterly financial reporting. A more specific goal was to reduce the frequency of accounting restatements by SEC registrants. In addition, the SEC hoped the new rule would serve to counteract the “increasing pressure” being imposed on public companies to “manage” their interim financial results. 1 On November 16, 2009, Overstock.com shocked its stockholders, regulatory authorities, and Wall Street by filing an “unreviewed” Form 10-Q with the SEC. In a press release issued that same day, Patrick Byrne, Overstock’s mercurial chief executive officer (CEO), reported that the decision to file the unreviewed 10-Q had been necessary because of an unresolved dispute with Grant Thornton LLP, the company’s audit firm. That dispute centered on the proper accounting treatment to apply to an unusual transaction involving one of Overstock’s business partners. Byrne also revealed that the company had dismissed Grant Thornton as a result of that dispute–later that day, Overstock filed a Form 8-K with the SEC reporting the audit firm’s dismissal.
Overstock’s surprising decision to file an unreviewed 10-Q with the SEC caused the investment community to wonder what would happen next. How would the SEC react to Overstock’s decision to seemingly thumb its nose at the federal securities laws? Would the NASDAQ stock exchange suspend the trading of Overstock’s common stock? When or would Overstock be successful in retaining another accounting firm to serve as its independent auditor?
Buffett, Byrne & The Bubble
Before entering the business world, Patrick Byrne, the son of a wealthy associate of Warren Buffett, lived the life of a bon vivant and Renaissance man. After spending time as a student in China, Byrne earned an undergraduate degree from Dartmouth, a Master’s degree from Cambridge, and a doctorate in philosophy from Stanford. In addition to accumulating an impressive educational portfolio, Bryne traveled the world, earned a black belt in martial arts, made a brief foray into professional boxing, and served as a university instructor.
Warren Buffet launched Patrick Byrne’s career in the field of corporate management in 1998 when he asked him to serve as the interim CEO of a financially troubled subsidiary of Berkshire Hathaway, Buffett’s flagship company. Eighteen months later, Byrne struck out on his own when he acquired a controlling interest in a small online company based in Salt Lake City that marketed “excess” and “closeout” merchandise over the Internet. Byrne was convinced that with the proper business plan, capitalization, and management team in place, the company’s core concept could be wildly profitable. Over the following few months, Byrne appointed himself CEO, invested several million dollars to expand the company’s operations, and renamed it Overstock.com. In 2000 and 2001, the spectacular bursting of the “dot.com bubble” decimated hundreds of New Age Internet-based companies that had………………….

1. The Overstock-Grant Thornton dispute was publicly aired via disclosure statements filed with the SEC. What impact do you believe those disclosures had on the investing public’s confidence in the financial reporting domain and the independent audit function? Were the interactions between Overstock and Grant Thornton unprofessional or otherwise inappropriate? Explain.
2. Do you believe that the $785,000 amount at the center of the Overstock-Grant Thornton dispute was material? Defend your answer. What factors other than quantitative considerations should have been considered in deciding whether the $785,000 amount was material?
3. Briefly compare and contrast the nature and purpose of an independent audit versus a quarterly review.
4. The SEC requires registrants to have their quarterly financial statements reviewed by an independent accounting firm but does not mandate that a review report be included in a Form 10-Q. Under what circumstances must a review report accompany quarterly financial statements in a 10-Q? Why doesn’t the SEC routinely require public companies to include their review reports in their 10-Q filings?
5. What is the purpose or purposes of Form 8-K filings by SEC registrants? What specific items of information must be included in an 8-K that announces a change in audit firms?
6. Do you agree with the accounting treatment that Overstock typically applied to the revenues generated by its “Partner” line of business? Why or why not?


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> Describe two broad approaches that companies can use to improve productivity.

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