Overstock is currently audited by the CPA Firm KPMG LLP and has been since 2009. According to the proxy statement pursuant to schedule 14A KPMG’s aggregate audit fees for 2012 and 2011 were $1,037,000 and $1,092,000 respectively; all of which were approved by the audit committee. The amounts of $40,000 in 2012 and 21,000 is 2011 were related to the audits for Overstocks 401k benefit plan. Additionally, $88,000 in 2012 and $96,000 in 2011 were related to tax services, and 221,000 in 2012 were related to a cloud-based consulting project.
Previous to KPMG, Grant Thornton was Overstock’s auditor for an Interim period from March 2009 to November 2009. Based on the information published in the 8K, Overstock dismissed Grant Thornton due to a revision of a $785,000 asset that Grant Thornton wanted to amend in the company’s pervious 2009 quarterly filling and 2008 financial results. Overstock disagreed with Grant Thornton’s position, and unfortunately the timing of the situation could not have been worst considering the SEC filing deadline were approaching. Surprisingly, Grant Thornton retaliated Overstock’s comments affirming that they never took position as to whether Overstocks 2008 financial statements should be reinstated, since they did not issue an audit opinion for the 2008 financial. Furthermore, Grant Thornton clarified that they were engaged to review, not to audit, the company’s interim financial statements which consists primarily of performing analytical procedures and inquiries. This lack of communication between Grant Thornton and Overstock and the public disagreement, increases our audit risk of accepting this client. Although there wasn’t a wrong issuance of opinion or any other material issue, Grant Thornton’s reputation was affected greatly by this dispute. Their audit fees for that period totaled $409,691.
The audit committee is composed of Allison H. Abraham, who serves as chair, Barclay F. Corbus, Samuel A. Mitchell, and Joseph J. Tabacco, Jr.… Based on the Nasdaq Director Independence Standards, they all considered independent. Additionally, Ms. Abraham, Mr. Corbus, and Mr. Tabacco, considering their credential as defined by the Securities and Exchange Commission (SEC), are audit financial experts for the committee. Regarding the Sarbanes-Oxley Act of 2002 and the SEC, this audit committee is objective because it fulfills the three dimensions that we can use to validate the quality of the committee:
- The size of the committee reflects the exact amount of members that can conduct the job with impartiality. The result of their...