Without admitting or denying wrongdoing, Monsanto Co. has agreed to an $80 million settlement with the Securities and Exchange Commission over charges that it failed to properly report millions of dollars in rebates related to its Roundup weedkiller product line.
The SEC says Monsanto agreed to the penalty and the engagement of an independent compliance consultant to settle accounting violations that led to the misstatement of reported earnings. According to the charges, Monsanto improperly delayed the reporting of nearly $150 million in rebates related to Roundup over 2009, 2010, and 2011. The SEC said Monsanto had insufficient internal controls to properly account for rebates to retailers and distributors after competition undercut the company’s pricing and took a bite out of Monsanto’s market share.
The company booked revenue resulting from Roundup sales incentivized by new rebate offerings, but failed to recognize all of the related program costs at the same time. That produced a material difference in earnings over the three years, the SEC says. “This type of conduct, which fails to recognize expenses associated with rebates for a flagship product in the period in which they occurred, is the latest page from a well-worn playbook of accounting misstatements,” said SEC Chair Mary Jo White. She said financial reporting and disclosure cases continue to be a high priority for SEC enforcement.
In addition to the charges against Monsanto, the SEC also settled administrative proceeding against Monsanto accounting executives Sara M. Brunnquell and Anthony P. Hartke, and then-sales executive Jonathan W. Nienas. They each agreed to penalties of $55,000, $50,000, and $30,000, respectively, also without admitting or denying the findings.
The SEC says it did not find any personal misconduct on the part of Monsanto CEO Huge Grant or former CFO Carl Casale, but they reimbursed the company a combined $3.89 million in cash bonuses and stock awards they received during the affected period. “Therefore, it wasn’t necessary for the SEC to pursue a clawback action under Section 304 of the Sarbanes-Oxley Act,” the SEC said.
“Monsanto is committed to operating its business with the utmost integrity and transparency and in compliance with all applicable laws and regulations,” the company said in a written statement. “The company is pleased to put this matter behind it and remains focused on building value for its shareowners, while continuing to provide innovative technologies and products for farmers to improve farm productivity and food quality.”
Monsanto pointed out the settlement does not require any changes to the company’s historical financial statements. The company had already restated fiscal year 2009 through third quarter 2011 after an internal investigation. According to the SEC’s investigation of the rebate program, Monsanto incentivized retailers in 2009 to maximize their Roundup purchases in the fourth quarter of 2009 so they could participate in a new rebate program in 2010. Approximately one-third of the year’s sales occurred in the fourth quarter.
The SEC says the company also offered rebates to distributors who met agreed-upon volume targets, but reversed about $57.3 million in rebate costs late in the fiscal year because certain distributors did not achieve their targets. Then the company created a new rebate program to allow distributors to earn back the rebates they failed to attain in 2009 by meeting new targets in 2010. The rebate offering also involved a side agreement with a third party, the SEC said, through which retailers were promised they would be paid the maximum rebate amounts regardless of target performance.