July 21, 2018

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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]