Anatomy of an obfuscation--Biomet, Inc.

If your corporation had committed serious financial fraud on its shareholders, for a full eleven years, and you had to make a public announcement of that fact, what would you do?

I can tell you what Biomet, Inc. did. It issued an incredibly dense press release, as stiffly and redundantly worded as it could manage, and tucked the details of the fraud way down deep into the body of the release--a full 776 words deep.

Like far too many other corporations over the last decade or so, the company played "dating games" with its stock options, pretty much guaranteeing that its executives would make the maximum amount of money when they exercised those options. Of course, the shares that the execs bought cheap could have been sold at full market value, so the corporation and its owners were the primary victims of this chicanery.

And the press release does, eventually, tell you what happened:

• the Company's administration of its various stock option plans disregarded the terms of those option plans



• most of the options issued during the 11-year period from 1996 through 2006 were not priced at the fair market value on the date of their respective grants;



• there was opportunistic misdating and mispricing of options in order to take advantage of lower exercise prices;



• the Company failed to maintain adequate books and records concerning its stock option grants;



• there were inadequate internal controls over the issuance and accounting for stock option grants;



• the relevant accounting and legal rules regarding option plans and their administration were not followed;



• Biomet failed to adequately staff and devote appropriate resources to the administration of its stock option plans; and



• as a result of these deficiencies, Biomet's public filings with regard to stock options were inaccurate.

Now Biomet damn well knew that this is what the public wanted to know. So how did they manage to stick 776 other words in front of the nuts & bolts? Like any college student short on words for a paper due in the morning, they padded it. Padded the hell out of it.

First they gave a lengthy statement of personnel changes (gee, I wonder what prompted those?), complete with pablum quotes from the changing personnel.

Then they gave a stultifying "Review of Historical Stock Option Granting Practices." And I mean stultifying. Here's an example:

On March 30, 2007, Biomet announced an updated report from the Special Committee presented by counsel to the Special Committee and the independent accountants retained by counsel to the Special Committee. Based upon an analysis of this updated report and relevant accounting literature, including Staff Accounting Bulletin No. 99, the Audit Committee determined on March 30, 2007 that the Company should amend its Annual Report on Form 10-K for the fiscal year ended May 31, 2006 and Quarterly Report on Form 10-Q for the fiscal quarter ended August 31, 2006 to reflect the restatement of the consolidated financial statements and related disclosures reflected therein. In light of the Special Committee's preliminary report discussed below, the Company's previously issued financial statements and any related reports of its independent registered public accounting firm should not be relied upon. The Company believes, based upon the Special Committee's preliminary report, that the impact of the restatement will not be quantitatively material to any prior period financial statements.

Very few non-lawyers could make it through that without drifting off into a reverie about open spaces, the ocean, etc.

So exactly what do you call a company that commits linguistic fraud in the course of admitting that it committed financial fraud?

And by the way, you'll be happy to know that:

..all current members of the Board agreed that, with respect to misdated or mispriced stock option awards to the current directors on or after January 1, 1996 which had not yet been exercised, the exercise price of such unexercised stock option awards would be increased to the fair market value of the Company's common shares on the measurement date applicable to such award. In addition, the current members of the Board agreed that, with respect to misdated or mispriced stock option awards to the current directors on or after January 1, 1996 which had previously been exercised, such directors would at a future date remit to the Company an amount equal to the excess, if any, of the fair market value of the Company's common shares on the measurement date for such award over the exercise price of such award.

As the old saying said: the best place to hide something is in plain sight.

The Wonderful World of Fox Presents: The Beauty of the CEO

Notwithstanding the fact that U.S. corporate profits fell in the 4th Quarter of 2006, or that many financial experts view that fall as the beginning of a broader economic downturn, our beloved Fox News happily reports the results of a corporate survey by Watson Wyatt Worldwide Inc:

CEO Salaries, Bonuses Rise in 2006 on Strong Profits

The survey results read something like an old Disney fantasy for the rich and famous:

The CEOs saw annual bonuses increase 13 percent and the value of their equity-based compensation holdings grow nearly 50 percent last year, according to a study by financial management consultants Watson Wyatt Worldwide Inc.
...
The analysis is based on proxy statements of 92 large companies whose CEOs remained in their positions in 2005 and 2006.

Median annual bonuses for chief executives increased to $2.2 million last year. At the same companies, the median growth in earnings per share was 14 percent.

The median value of CEOs' equity compensation, which includes in-the-money stock options and restricted stock awards, increased to $30.2 million last year.

Base salaries grew 4 percent to a median $1.1 million, according to the study.

Remember that the next time you're sitting at the kitchen table at 3am. trying to figure out whether eating or medical care is a higher priority given your inadequate income. And while you sit there in the middle of the night with shivers and dread, also contemplate this statement from a Market Watch piece on the falling 4th Quarter profits:

While profits are up 130% since the recession ended, industrial capacity in the United States has grown 4%, investments in equipment and software are up 22%, and employment is up 5%.

Sounds fair to me. After all, you could look at this as meaning "everything is up." Right? Huh?

In case you didn't know it, "The superrich are doing you a favor"

Continuing a growing trend to idolize the rich as truly special folks who make life itself possible for the rest of us unrich clowns, Jon Markman at MSN offers up a piece titled The superrich are doing you a favor.

I can't quite decide if the title and piece are tongue-in-cheek or if Markman feels at least a bit of genuine awe and idolatry when viewing the megarich. Witness this:

In fact, the superrich spend so much more of their mountains of money, according to a new line of thinking among academics, that they may provide a public service by smoothing out the little dents and valleys in the global economy. As scads of Russians, Chinese, Indians and South Americans have joined the billionaires club due to the rise of emerging markets' industrial might, worldwide recessions have become much fewer in number and far slighter in severity than in past decades.

This makes sense, even if it doesn't make you feel better. For just when many average people in the United States or Europe are slowing down their consumption of goods and services due to the loss of a job or pending home foreclosure, there are an increasing number of superrich worldwide to fill in the spending gap. It's sort of a perverse fulfillment of the trickle-down theory.

In any case, the piece offers up a bowl full of interesting facts on the super rich, including:

• The wealthiest 1 million people in the world account for as much spending as 60 million other households


• Russian natural resources has helped create at least two dozen Russian billionaires and thousands more multimillionaires


• China is now home to 500,000 millionaires


• BusinessWeek reports 83,000 millionaires in India

Man, just reading about all this wealth, all this vibrant and humming economic activity in so many places around the globe just makes me want to....

India knows gloablization...and someone has figured out why not to like it

Here's a pretty succinct, eloquent lament from India on what globalization will ultimately mean for that country (not to mention all the rest of us):

Globalization - Plunder Fueled by Greed?
by Aarcee

March 30, 2007




Globalization is touted by some as a win-win arrangement for every country that participates in it and opens it markets. A sweet poison tastes sweet first and kills you later. So, the first taste of Globalization that India had was incredibly sweet. When everyone was so inebriated by the sudden glut of consumer items that had been forbidden in a closed economy, any hint that this glut was going to be harbinger of economic shackles was unwelcome. However, reality has now begun to sink in. I was very delighted to read an article by a reader lamenting the erosion of India’s manufacturing capability by under-priced Chinese imports. I see him as an individual who is among the first few to open his eyes and realize that this sweet potion of Globalization actually does considerable harm!

Yes, now apples from New Zealand, America, Australia and China are available in India. Everyone has a Korean cell phone now. That is the visible carrot. Let’s see where the looming invisible stick is. With the Corporations invading India, the small entrepreneurs is becoming history. Small retailers can not compete with Wal Marts and Reliance Marts. You will see them going out of business one by one. They are screaming, but their cries are being drowned by the cheers of those who are still gloating on the carrots of globalization. Now the fruit seller and vegetable seller goes door to door selling his ware. The huge Marts will in near future buy the produce straight from the farms. So now, the hundreds of small business owners will be replaced by one obscenely wealthy individual who will employ the small farmers as farm workers and pay them ridiculously low wages.

Globalization brings in its wake a perverted kind of capitalism. Capitalism is good when it encourages small entrepreneurs to set up shop and earn a buck. In this 21st century perverted kind of Capitalism, the wealth gets siphoned off to a few ridiculously rich individuals who use privileged accounts in market trading, IPO grabbing and, at worst, Enroning the savings of the middle class.

Blue Cross of California finds a sly way to profit

What better way to make a profit than to not spend money while collecting money from your customers? Apparently that thought occurred to Blue Cross of California, according to an investigation by the California Department of Managed Health Care

DMHC officials on Thursday informed Blue Cross of their intent to file an accusation against the company and issue a $1 million fine in the case. Under California law, health insurers must prove that members intentionally misrepresented their medical histories on policy applications to cancel policies. State investigators reviewed 90 cases from 2004 to 2006 in which Blue Cross canceled individual health insurance policies and found the company had violated the law in each case. According to state investigators, Blue Cross used computer programs and maintained a department to review the policies of members with chronic illnesses and women who became pregnant to consider cancellation. Blue Cross cancels about 1,000 policies annually in California. WellPoint, the parent company of Blue Cross, cited "factual errors" in the investigation and said the "vast majority" of policies canceled by the company are proper.

Credit card companies squirming before Congress

Another tangible benefit of Congress being in Democratic hands: the Senate Homeland Security and Governmental Affairs' investigative subcommittee spent part of today making the heads of three huge credit card companies squirm with stories and questions about how they operate.

For some reason, they "operate" in a way that makes most consumers squirm and poor. It's nice to see the tables turned if only for a little, public, while. From an AP story in the Raleigh News & Observer:

Executives of three major banks defended their credit card practices as responsible and responsive to consumers' needs in testimony at the hearing of the Senate Homeland Security and Governmental Affairs' investigative subcommittee. Those from Citigroup Inc. and Chase Bank USA said their companies were eliminating some practices - including the one that hit Wesley Wannemacher of Lima, Ohio, with over-limit fees on his Chase card account 47 times although he went over his credit limit only three times.

The interest charges and fees on Wannemacher's account more than tripled his debt despite his having made payments averaging $1,000 a year over six years, noted Sen. Carl Levin, D-Mich., the subcommittee's chairman.
...
Wannemacher used a new Chase card in 2001 and 2002 to pay for expenses mostly related to his wedding. He had $3,200 in purchases, interest charges of $4,900, 47 over-limit charges totaling $1,500, late fees of $1,100, for total charges of $10,700 as of February. He paid $6,300, leaving a $4,400 balance - which Chase agreed to waive after he contacted the subcommittee staff.

"Debt seems to invoke a feeling of hopelessness unlike any other problem I've encountered," Wannemacher testified at the hearing. "When a debtor calls you on the phone and you make a minimum payment, you know that you've made no real progress and that in a month, they will be calling again."

Sen. Norm Coleman of Minnesota, the panel's senior Republican, said high interest rates on credit cards, "hefty fees and crippling penalties impede more and more hard-working families from pursuing their American dream."

The problem is worsened by the "impenetrable" language of credit card disclosures provided to consumers, he said.

While the credit card practices in question are legal, Levin is threatening possible legislation to outlaw them as a spur to the banking industry for voluntary changes.

Senate Banking Committee Chairman Christopher Dodd and other Democratic senators challenged credit card executives at a hearing in January over rising late fees and other penalties and marketing practices they portrayed as predatory. Dodd, D-Conn., said he was putting the industry on notice that if it doesn't improve practices on its own, legislation may be warranted.
...
Citigroup, the nation's largest financial institution, announced last week that it was eliminating the practice of so-called universal default - raising interest rates for card customers because of their failure to pay other creditors on time. In addition, Citigroup said it would eliminate some types of interest rate increases that have been criticized.

Isn't it odd how the Republicans, loudly proclaiming their "family values," managed to ignore this credit card insanity, and the Democrats, reviled by conservatives for their lack of family values, are actually trying to make it a little bit easier for families to survive economically?

Guess it's the difference between viewing "family values" as an abstract philosophical and political issue related to maintaining the place of nuclear family units in the social structure of the world, and viewing "family values" as those real world values that help real world families survive in the real world, regardless of their nuclearity (if it ain't a word, it should be).
.

John Kenneth Galbraith knew the truth about conservatives

A quote attributed to John Kenneth Galbraith, who passed away last April, on the motivation of modern conservatives:

The modern conservative is engaged in one of man's oldest exercises in moral philosophy; that is, the search for superior moral justification for selfishness.

Really couldn't be truer. They don't want to do away with taxes on the rich because the rich are greedy; perish the thought! They want to do away with those taxes because in some insane, convoluted manner, doing away with those taxes is necessary to help the poor.

Every time you hear a conservative say something that sounds ridiculous on its face--like "the best way to help the poor is to give more money to the rich"--think about Galbraith and that quote.