Computer Science Corp. has agreed to pay $190 million to settle charges by the Securities and Exchange Commission that the company and former executives concealed from investors problems with a high-profile client and manipulated financial results, in addition to fudging with accounting at overseas units.
Five of eight former executives also agreed to settle charges as complaints proceed in federal court against three others. Former CEO Michael Laphen agreed to return to the company more than $3.7 million under the clawback provision of Sarbanes-Oxley and to pay a penalty of $750,000. Former CFO Michael Mancuso agreed to return nearly $400,000 in compensation and pay a penalty of $175,000.
The SEC says the fraud began when the company encountered difficulty meeting certain deadlines under its multibillion-dollar contract with National Health Services of the United Kingdom. To avoid any hit to earnings -- which would have been serious, the SEC said -- a finance director responsible for the account added provisions to the company’s accounting model that artificially increased profits.
The company attempted to avoid or defer any impact from the troubled account by basing accounting on proposed contract amendments rather than the actual contract, the SEC said. In reality, NHS repeatedly rejected the company’s requests to amend the contract or charge higher prices for less work. The fraudulent reporting helped the company avoid “significant reductions to its earnings” in 2010 and 2011, according to the SEC.
The investigation revealed executives failed to comply with multiple rules requiring disclosure to investors, made public statements that misled investors, and concealed a prepayment arrangement that allowed the company to borrow money at a high-interest rate, all while telling investors the company was hitting targets. “CSC repeatedly based its financial results and disclosures on the NHS contract it was negotiating rather than the one it actually had, and misled investors about the true status of the contract,” said Andrew Ceresney, director of enforcement at the SEC, in a statement.
In addition to the problems with the NHS contract, the SEC says it found executives in Australia and Denmark manipulated financial results of businesses in those regions. The charges say executives in Australia used “cookie jar” reserves and failed to record expenses to boost operating results in early 2009. In the Nordic region, the SEC says, executives used a variety of accounting manipulations to inflate operating results to achieve budget targets that originated in the United States.
The SEC obtained the settlement from the company and five of the eight executives with neither an admission or denial of the findings. That’s been a point of criticism in recent SEC enforcement actions, with critics saying the SEC should more aggressively pursue admissions of wrongdoing.