Earlier this month Accounting Today reported the latest data from Audit Analytics on public company audit client gains and losses for the third quarter, with Florida-based CPA firm Assurance Dimensions picking up nine new ones thanks to an acquisition. Among firms you’ll usually see in SEC or PCAOB enforcement orders, Marcum and Deloitte were the […]
Protip: If you’re an entitled, old, racist white guy, it’s not wise to go on a rant against black people in an airport when the whole world can whip out their smartphones and record you being a douchebag. That’s what happened last Thursday evening at Cape Town International Airport in South Africa, when a PwC […]
Over the past four years, Deloitte U.K. has gotten rid of about 20 partners for inappropriate behavior, including sexual harassment and bullying, the firm’s CEO, David Sproul, told the Financial Times in an article published on Dec. 9. “We will fire people for any inappropriate behaviour. No one is protected,” said David Sproul. “There has […]
Last October we learned that a PwC fired an employee named Canal O'Rourke for violating the firm's "ethics standards." This violation came about after O'Rourke became understandably agitated over his Comcast bill and the company's failure to rectify the situation. BEEN THERE. At some point, Mr. O'Rourke reached Comcast's Chief Accounting Officer, Larry Salva. O'Rourke started […]
In short, Comcast is a despised company.
Now we have another tale of its treachery and the tentacles have intertwined a “large, prestigious accounting firm.”
Back in June, Warren Buffett's BFF Charlie Munger canned EY, who were happily auditing his Daily Journal Corp, in favor of BDO. Now, we're sure this had absolutely nothing to do with the fact that EY expressed an adverse opinion on DJCO's internal controls when last these two ships passed in the night. And it […]
Well, if that won't light the rumor mill on fire, I don't know what will. Let's see the press release: NQ Mobile (NYSE: NQ), a leading global provider of mobile Internet services, today announced that it has engaged Marcum Bernstein Pinchuk LLP (MBP) as its independent Registered Public Accountant. The Company's Audit Committee has dismissed […]
And by “independence violation” we mean “they were probably banging”
Alright people, let's not freak out, it's just a jobs report. Dec jobs report showed a 25,000 decline in accounting jobs. Zandi: "That’s pretty bizarre.There’s no reason to think that actually happened" — Annalyn Kurtz (@AnnalynKurtz) February 5, 2014 That's Moody's Analytics Chief Economist Mark Zandi, and if you can't trust him, who can you […]
The Wall Street Journal is on it, you guys: Plenty of accountants make errors on tax returns from time to time but most manage to remain on good terms with their affected clients. Make a big mistake or too many, however, and the tax pro can be out of a job. Financial advisers often help […]
If you've read anything recent about Chimera Investment Corp., you're no doubt glad that you don't have any part in it. Tony Catanatch's post from last week has more than enough to most auditors want to grit their teeth into dust: Here is a company that has neither filed a quarterly report since November 18, 2011 […]
On Wednesday, a bunch of people stood in stupidly long lines to eat unhealthy food to demonstrate appreciation for a company whose president expressed a personal opinion about gay marriage. Some idiots took this personal opinion and extrapolated it to the employees of a company, some of whom, no doubt disagree with Chick-fil-A president Dan […]
Yesterday morning we linked to a little story about Francesca Holdings Corp. CFO Gene Morphis getting fired for "improperly communicat[ing] company information through social media." The Journal picked it up later in the day with details on some of this social media activity that we thought we'd share with you Board meeting.Good numbers=Happy Board. — […]
The Kansas City Business Journal reports that former McGladrey President (and former Andersen Global Managing Partner) C.E. Andrews had his employment contract terminated by H&R Block yesterday. But don't worry, his landing will be nice and soft: According to a separation agreement, Andrews will receive cash payments totaling $957,226, minus deductions. He also will receive […]
Earlier this month a senior accountant for the City of Birmingham, Alabama, Virginia Spidle, won the right to return her job after she was fired after allegations of racial bias against black employees. When she won the right to return to work, Spidle was quoted as saying, "I didn't do anything wrong, so I have […]
On Monday, we had a very serious discussion about business expense abuse. Who’s committing it? Why are they committing it? Can the fun be stopped? The discussion must have made its way to the hallowed hallways of Ernst & Young because yesterday an email went out to all FSO employees (and subsequently forwarded to us) […]
If you’re a small city in California, you probably won’t be looking to Mayer Hoffman McCann to do your audits. If you’re already with them, it’s time to go auditor shopping.
Following the debacle that was Mayer Hoffman McCann’s completely blown city of Bell audits, the city of Riverside has joined the angry mob and will not be looking to renew with MHM any time soon. Riverside’s CFO Paul Sundeen said “given that the firm’s five year contract with the city is at its end and the controversy at the city of Bell, we will not include them [when seeking proposals for an auditor]”. Sorry, MHM, don’t wait by the mailbox for that invitation because you aren’t invited to the party.
Now that’s not nearly as harsh as getting fired by the client but sends a clear message to MHM (and any other questionably-equipped-to-do-their-job auditors out there) that ineptitude will not fly with the client. Unless, of course, there’s a conspiracy at work to defraud TPTB, in which case ineptitude is totally welcome if not encouraged.
Once again, it comes down to scope. No audit firm should be expected to look at every receipt and every statement but in the case of the Bell audit, auditors obviously missed some very large accounts either on purpose or because the firm sent a bunch of fresh-faced neophytes down there (this rarely happens) to actually perform the audit (Note to MHM: $8.89 million is significant unless you’re auditing the King of Saudi or the Federal Reserve). What happened to the accountability SOX promised us?
Said Riverside city controller Jason Al-Imam, “They want to do the right amount of work because they don’t want to lose their license, but they can’t audit everything. Sometimes something might go wrong and that just might be an area that they didn’t look at.”
Scraping by isn’t doing it anymore for the profession, so Riverside is more than welcome to go track down some new auditors but who wants to bet the kids doing their next audit will be just as fresh-faced and clueless as the last bunch MHM sent to fetch the client’s bank recs and invoices?
City of Riverside to drop Bell’s financial auditor [The Riverside Press-Enterprise]
In the April 4, 2008, letter petitioner stated that respondent [IRS] had repeatedly refused to answer his questions regarding Code sections that define income and property received as income and establish respondent’s “Delegated Constitutional and Legislated Lawful authority”. The letter contained meaningless language, for example: “I do hereby give you notice that you, and all you are, are Fired from any and all representation of my private affairs without recourse“.
Yesterday, Henry Blodget wrote about Universal Travel Group’s auditor – Goldman Kurland Mohidin, LLP – quitting two weeks after Bronte Capital’s John Hempton issued a re ss explained that the whole damn company was a fraud.
This, of course, resulted in a reactionary measure by UTA, who denied all the allegations immediately and announced that they were looking to sue Hempton because, seriously, who likes getting their feelings hurt?
So that’s the backstory. A little bird suggested to us that maybe we should look into the company’s past to see just how many auditors they’ve burned through and maybe check out how many CFOs they’ve gone through also. WELL!
First we went back to the 10-K filed on March 31, 2008 and discovered that on June 23, 2006, the company dismissed Moore & Associates, Chartered:
On June 23, 2006, we dismissed the firm of Moore & Associates, Chartered (“Former Auditor”), which had served as our independent auditor until that date. The Former Auditor was our auditor prior to the acquisition of control of our Company by Xiao Jun.
On June 23, 2006, we retained Morgenstern, Svoboda & Baer, CPA’s, P.C. to serve as our principal independent accountant.
This seemed to be a pretty good call on UTA’s part since it turned out that Moore & Associates was issuing bogus audit reports. No cause for concern at this point.
The relationship with Morgenstern, Svoboda & Baer appeared to be going on swimmingly but ultimately, for reasons unbeknownst to all, it didn’t work out. MS&B resigned on June 30, 2009 to make way for Acqavella, Chiarelli, Shuster, Berkower & Co., LLP:
On June 30, 2009, our prior independent registered public accounting firm, Morgenstern, Svoboda & Baer CPA (“Morgenstern”) resigned and on the same day, we appointed Acqavella, Chiarelli, Shuster, Berkower & Co., LLP (“ACSB”) as our new independent registered public accounting firm.
Similar to their predecessors, ACSB & Co. was humming along just fine, getting ratified in the recent preliminary proxy statement filing until they were up and fired on September 1st:
On September 1, 2010, our current independent registered public accounting firm, Acqavella, Chiarelli, Shuster, Berkower & Co., LLP (“ACSB”), was dismissed and on the same day, we appointed Goldman Kurland Mohidin (“GKM”) as our new independent registered public accounting firm.
Anyone weirded out yet? Does appointing a new auditor the same day that the previous quit strike anyone as panicky? Maybe that’s just us. Anyway, so GKM spends four weeks on the job until:
On September 29, 2010, we received a letter dated September 28, 2010 from our current independent registered public accounting firm, Goldman Kurland Mohidin, LLP (“GKM”), informing us that they had resigned as our independent registered public accounting firm effective with the commencement of business on September 27, 2010. No reason was given as to the cause for their resignation.
Windes & McClaughry Accountancy Corporation is new auditor and has not quit at the time at the time of this writing. They way things seem to be picking up, however, it could be any minute. So for those of you not counting, that makes five different auditors going back to June 23, 2006. Probably not a record but it certainly puts the auditor musical chairs at Overstock.com to shame.
The CFO situation is less exciting but there’s enough going on that should make any investor run screaming for the hills. Xin Zhang was appointed CFO as of July 12, 2006. After an eternity (by UTA standards anyway), on February 17, 2009, UTA appointed 27 year-old Jing Xie as CFO. Now maybe this Jing is a financial wizard but this seems, at best, fishy.
Xie lasted exactly six months, resigning on August 17th and Yizhao Zhang was appointed to the big chair the same day, again because there was no time to waste.
Yizhao was on quite a roll but then he resigned on August 16th for “personal reasons” (freaked the hell out?) and the company promoted the crafty veteran Xie back to his old position (on an interim basis). This rivals the CFO shuffle that was going on at Lehman.
So quite the riddle. Quite the riddle indeed. Maybe Hempton and Blodget are on to something with this whole “it’s a complete sham” notion. Or maybe UTA is just a bunch of jerks. Theories are welcome at this time.
Michael Burke need not worry. David Paterson will be unemployed soon enough.
Albany International (NYSE: AIN) announced on Sept. 23 that it terminated CFO Michael Burke without cause. Burke was also senior vice president at the manufacturing company headquartered in Menands, New York.
Albany International’s board of directors tapped John Cozzolino to serve as acting CFO. Cozzolino is a vice president overseeing strategic planning.
The moves are effective immediately. Albany International would not say why Burke was fired.
“There were absolutely no ethical, legal, accounting or personal issues involved,” said Susan Siegel, a company spokeswoman.
Just a board of directors channeling a little bit of Steinbrenner.
Albany Int’l Corp. CFO terminated [The Business Review]
Earlier in the month, adult playground company Dave & Buster’s filed an S-4 to register $200 million in senior notes. Everything seemed to be in order and the month of August just moseyed along as it does.
Until the 24th, when GOD KNOWS what happened and D&B’s audit committee up and fired E&Y. They then filed the amended S-4, letting the whole world know about it:
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
On August 25, 2010, Ernst & Young, LLP (the “Former Auditors”) was dismissed as the Company’s independent auditors. The Audit Committee of the Board of Directors of the Company approved their dismissal on August 24, 2010.
The Former Auditors’ audit report on the Company’s consolidated financial statements for each of the past two fiscal years did not contain an adverse opinion or disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope or accounting principles.
During the Company’s most recent two fiscal years and through the subsequent interim period on or prior to August 25, 2010, (a) there were no disagreements between the Company and the Former Auditors on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of the Former Auditors, would have caused the Former Auditors to make reference to the subject matter of the disagreement in connection with its report; and (b) no reportable events as set forth in Item 304(a)(1)(v)(A) through (D) of Regulation S-K have occurred.
Naturally, this invites rampant speculation as to the why, why and the why? It’s not the most high profile client on Earth but as Adrienne pointed out, Ernst & Young is now on a list with Vice-President Joe Biden and no one needs that.
Dave & Buster’s, Inc. Announces Dismissal of Independent Auditor [Business Newswire via JDA]
Anyone that is in St. Paul/Minneapolis (ideally Baker Tilly Virchow Krause employees) should get in touch with us because this reeks of bad behavior that we absolutely must know about:
Angeion Corporation has terminated the employment of its Chief Financial Officer, William J. Kullback, effective July 9, 2010. The termination of Mr. Kullback is not related to any issue with respect to the Company’s financial statements.
Yes, that’s all there is. We did poke around a little bit and found that Mr Kullback was formerly with Price Waterhouse which could lead to believe that he’s got a bit of a temper and/or was roofied but then again we’re just throwing that out there.
We rang up Angeion to see what’s what and left a message with CEO Rodney Young who is supposed to call us back. We’ll report back if we find out the scoop.
8-K [SEC Filing]
UPDATE: Mr Young got back to us and we had a very pleasant chat although he wouldn’t elaborate on the dismissal of Mr Kullback, so speculate away! Or if you’ve got actually knowledge that will do too.
KPMG has been kicked to the curb by Enterprise Financial according to an 8-K that was filed on Friday by the company. The ubiquitous claim of “no disagreements with [insert firm]” was there along with a mention of a material weakness that was related to the restatements issued for both 2008 and 2007 but that couldn’t possibly have anything to do with the dismissal of the auditors:
In connection with the identification of the loan participation accounting error described in Item 7, Management Discussion & Analysis and in Item 8, Note 2 of the consolidated financial statements and elsewhere in the Form 10K dated March 16, 2010, the Company also determined that a material weakness in its internal controls over financial reporting existed during the periods affected by the error, including as of December 31, 2008. The Company’s management concluded that the material weakness was the Company’s lack of a formal process to periodically review existing contracts and agreements with continuing accounting significance. To remediate this material weakness, during the fourth quarter of 2009 the Company implemented a formal process to review all contracts and agreements with continuing accounting significance on an annual basis. As a result of the review conducted in the fourth quarter, management did not identify any other errors in its previous accounting for such contracts or agreements. Management believes that this new process has remediated the material weakness in the Company’s internal control over financial reporting.
So in other words, “Yeah, maybe we should have been looking at these contracts but we weren’t and so some material misstatements slid through. We’ve slapped some duct tape on it and it’ll be fine from here on it. End of story.”
The esteemed pleasure of auditing Enterprise now belongs to Deloitte who has now snagged three clients from KPMG this year (by our count) – picking up Jefferies and Select Comfort back in March.
Enterprise Bank parent dismisses KPMG [St. Louis Business Journal]
Power Integrations fires chief financial officer [AP]
Not to worry Power Integrations investors, Bill Roeschlein’s firing “was not related to financial statements or regulatory issues,” according to the company. However, he is currently the “subject of a felony domestic assault criminal complaint filed in Missouri,” which he denies and naturally he will “defend himself vigorously.” Unfortunately, that might cut into the job search.
Spain joins euro zone austerity bandwagon [Reuters]
Spain has agreed to “sweeping austerity measures,” cutting civil service pay 5% and freezing it for 2011. The country will also cut approximately 13,000 public sector jobs.
Minority Owner Sues Cuban, Calls Mavericks ‘Insolvent’ [NYT]
Ross Perot, Jr. is suing SEC target Mark Cuban, accusing him of turning the Dallas Mavericks into a financial catastrophe. The Times reports, “Perot is seeking damages, the naming of a receiver to take over the team and the appointment of a forensic accountant to investigate its finances. Perot said that Cuban’s actions had diminished the value of his investment in the team and violated his and other minority owners’ rights.”
Cuban, as you might expect, isn’t impressed with Charts Boy, Jr.’s loserness. He wrote in an email to the Dallas Morning News, “There is no risk of insolvency. Everyone always has been and will be paid on time. Being in business with Ross Perot is one of the worst experiences of my business life. He could care less about Mavs fans. He could care less about winning.”
Failed Bomber’s Resume Fail [FINS]
Faisal Shazad’s resumé sucks.
Is G.M. Looking to Buy Back GMAC? [AP]
Sources say that GM is interested in buying back GMAC (now known as Ally Financial) “so they can offer more competitive lease and loan deals.” The U.S. Government currently owns 56% of GMAC and 61% of GM, who plans to announce its first quarter earnings next week.
We know that lots of you out there are perfectionists, so this could never happen to you but for you mere mortals, you can sympathize a little bit.
Courthouse News Service reports that a class action suit in California has been filed against E&Y claiming that the contracts signed by graduating seniors “compel” them to work for the firm but allow the company “to legally renege or cancel the offer of employment” if the senior does not maintain “continued strong academic standing.” Apparently this means if you slack off your senior year and slip a couple of C’s in there, you could be out on the street.
Yunjung Gribben, 43, is the named plaintiff in the suit and she is seeking damanges for wrongful termination, age discrimination, breach of employment, specific performance and violations of the Labor Code.
Ms. Gribben claims that she graduated from Cal State Fullerton with a 3.6 grade point average but, “After working for Ernst & Young for a month, Gribben says, she got a call from human resources, questioning her about the C’s she got in her senior year. She says she was fired the next days [sic].”
She claims that “continued strong academic standing” was not defined in her contract, although she admits that there is a “hazy reference” to the term on the firm’s website.
Dale Fiola is representing Ms. Gribben and he us, “No student should be under the impression that they have an employment agreement once they graduate. Most of the time when people sign offers of employment they think they’ve got something.”
The suit alleges that other students have cited the “continued strong academic standing” language and in Ms. Gribben case, “younger employees were allowed to stay at the company.”
Ernst & Young spokesman Charlie Perkins had no comment at the time our post was published.
Class Sues Ernst & Young Over Contract [Courthouse News Service]
Technically, if you count the days (based on the 8-K) it’s less than six months.
The reason? Without getting too wonky, it appears NASB wasn’t thrilled that KPMG challenged their valuation method of a real estate investment, Central Platte Holdings, LLC.
Klynveld had been engaged to audit the September 30, 2010 financial statements of NASB but things managed to get confrontational right off the bat as KPMG raised questions about the Company’s valuation methodology of Central Platte in its first quarter review.
This must have made NASB a little uncomfortable since KPMG’s methods might not paint as rosy as a picture and could have resulted in a restatement. Per the 8-K, “KPMG also informed the Company that if the investment was determined to be impaired, evidence existed which indicated that such impairment may have occurred in a prior period.”
Obviously the mere idea of a restatement was completely unacceptable for NASB but when KPMG requested that the Company engagement a third party appraisal, they really freaked. Either the bank didn’t want to pay for said third party’s services, or they were worried that the appraisal would show that Central Platte wasn’t worth squat.
More from the 8-K filing:
At KPMG’s request, management estimated the fair value of the investment in Central Platte. After reviewing management’s estimate of fair value, KPMG requested the Company obtain an independent third party appraisal of the fair value of the investment. KPMG did not complete their review of the fair value of the investment in Central Platte prior to their dismissal.
While the Company continues to evaluate whether it should change its accounting method in measuring impairment of the investment in preparing the financial statements for the quarter ended December 31, 2009, the Company disagrees with KPMG that its method of evaluating potential impairment of the investment in such period or in any prior
periods was in error.
For those of you unfamiliar with SEC filing lingo, the statement “the Company continues to evaluate whether it should change its accounting method,” actually means “We’re not changing shit.” Luckily, NASB knew that it can rely on their old auditors to give the thumbs up to their preferred method so they ran back (weeping and arms flailing no doubt) to BKD.
Maybe KPMG’s Kansas City office needed business but something tells us they’re better off.
Real estate dispute leads NASB Financial to switch auditors [KC Star]
Accounting firms take a lot of grief for bending over backwards for their clients. They’re in the client service business after all and keeping them as happy as possible is priority numero uno (despite what you might hear). Considering this factoid, when an accounting firm decides to cut a client loose for a “disagreement” over an accounting practice, we feel that’s a pretty good reason for any future accounting firm to think long and hard before taking on said client (case in point: KPMG taking the Overstock.com audit).
PricewaterhouseCoopers notified Old Republic International Corp. on March 19th that they would be “declining to stand for re-election as Old Republic’s independent registered public accounting firm for 2010.” That’s nice SEC filing language for “We’re so grossed out by you that we refuse to audit you any more.”
The two firms disagreed about the accounting treatment of “certain mortgage guaranty reinsurance commutation transactions with captive reinsurers owned by lending institutions.” That description alone makes us nauseous. The gist from Old Republic’s 8-K filing:
Old Republic had concluded that, in accordance with traditional reinsurance accounting practices, funds received ($82.5 million) in excess of amounts owed to it by the captive reinsurers should be deferred and recognized in the income statements of the future periods during which the related claim costs were expected to occur. PwC believed that generally accepted accounting principles (“GAAP”) required that the $82.5 million be recognized immediately as income from a contract termination.
So you have “traditional accounting practices” versus almighty GAAP. The tradish accounting wasn’t good enough for PwC, so they brought the probelme to the attention of the audit committee. The AC ultimately decided…wait…that management was correct. Shocked? Us too. The disagreement was brought to light back in November and in a press release when the company said that the transactions in question “which resulted in little consequential effect on the pretax loss.”
Apparently PwC wouldn’t let it go and the Company called in the SEC to get their $0.02 on the matter. Lo and behold, the Commission sided with PwC. After a lot profanity-laced belly aching (that’s what we imagine, anyway) and sleepless nights for both OR’s accounting department and the PwC audit team (that’s not debatable), Old Republic filed the delayed 10-Q last month with restated financial statements.
After what was surely 5 or so months of pure hell, PwC figured that this was an awkward enough situation that a break up was warranted. This was probably the perfect opportunity for PwC to get out of this engagement. They figured Old Republic wasn’t going to change their less-than GAAP-y ways, the audit committee is obviously no help, and God knows you don’t want to get the SEC involved every single time there’s a disagreement. If you were to ask us, its seems like a pretty logical reaction.
Now the only question is, which audit firm picks up Old Republic? PwC will certainly have some interesting things to share with the firm that decides they’re up for this particular headache.
Sometimes the reason for your firm getting the boot is pretty obvious and other times it isn’t. Fortunately for you, Tom Hood over at CPA Success lists the top seven reasons that your clients drop you like a sack of rocks and it sounds like the “It’s not you, it’s me” routine:
1. My accountant (CPA) doesn’t treat me right (two-thirds of the responses).
2. CPAs ignore their clients.
3. CPAs fail to cooperate.
4. CPAs let partner contact lapse.
5. CPAs do not keep clients informed.
6. CPAs assume clients are technicians.
7. CPAs use clients as training ground for new staff.
#1 seems a little vague (feel free to elaborate) to us but we’ve definitely seen 2 – 7 in action. We’d go so far to say that #4 and #7 are a little low on the list but that’s just our $0.02. Smaller clients, especially, want just a tiny bit of partner love every once in a while — lunch, bagels, anything! — but sometimes they’re lucky if they get a Christmas card.
Plus there are some clients that hate nothing more than an engagement team that turns over year after year. There’s nothing more annoying than answering the same questions every year by a different 22 year old accountant.
If you’ve got thoughts on, or additions to, the list drop them in the comments and discuss your client dissatisfaction experiences.
Grant Thornton is having a helluva time keeping audit clients happy. After getting axed by Overstock.com in November, GT has now been fired by headphone maker Koss after it was discovered — by AMEX — that the company’s former VP of Finance had been embezzling millions of dollars since 2005.
In an 8-K filed yesterday, the Company stated that its financial statements from the past three years should not be relied on:
The Company has now concluded that its previously issued financial statements on Forms 10-K for the fiscal years ended June 30, 2005 through 2009 and on Form 10-Q for the three months ended September 30, 2009 should no longer be relied upon due to the unauthorized financial transactions.
A couple of commenters were debating this particular SNAFU over the Holiday break and while GT may not be responsible for discovering embezzlement, this is a perfect example of why small companies should not be exempt from Sarbanes-Oxley. As Guest 2 notes:
it looks like Koss will become the poster child for internal controls. The company clearly had to have deficient internal controls if the VP of Finance could use millions of dollars in company funds to pay her personal credit cards. We’re talking over $400,000 a month on average (if the $20 million figure is accurate) and that amount is clearly material to the company (i.e. that amount should not have gone unnoticed). My guess is that this will force all other small public companies to become full-pledged into 404 like the majority of public companies are.
We’d love to agree with Guest 2 but the simple fact of the matter is that Congress doesn’t give a rat’s ass about small companies complying with SOx. Most of the members have never even heard of Koss, especially since the company has a budget of around $0 for campaign contributions. Right now the only thing keeping the small company exemption at bay is the inability of Congress to move on financial regulatory reform, which is kinda sorta needed.