Back on the beat after a reprieve from government shutdown furlough, the Securities and Exchange Commission settled charges with four public companies over prolonged failures to maintain internal control over financial reporting.
The SEC says the four companies failed to maintain internal control for seven to 10 consecutive annual reporting periods, and two of the companies failed to even complete the required evaluation of controls for two consecutive years. The SEC says the four companies repeatedly disclosed material weaknesses in controls involving high-risk areas of financial statement presentation, yet took months or years to remediate problems after SEC staff spoke up. One of the four companies is still working to correct control issues, the SEC said.
“Companies cannot hide behind disclosures as a way to meet their ICFR obligations,” said Melissa Hodgman, an associate director in the SEC’s Enforcement Division, in a statement. “Disclosure of material weaknesses is not enough without meaningful remediation.”
According to the SEC’s order, Mexico-based Grupo Simec agreed to a $200,000 civil penalty after disclosing material weaknesses in its filings from 2008 through 2017, failing to even complete control evaluations in 2015 and 2016. The company says in its latest annual filing it didn’t complete control evaluations because “our internal audit department did not carry out the functions necessary to analyze our internal controls during 2016.” The company’s summary of its control deficiencies, followed by the auditor’s, spans nearly five pages.
Grupo Simec dismissed its auditor, a Mexico-based affiliate of BDO, in 2016 “in order to rotate our independent registered public accounting firm after six years,” the company reported, retaining an affiliate of Moore Stephens as the new auditor. In its summary of internal control lapses, the company indicates it continues to follow the 1992 COSO Internal Control — Integrated Framework, which was replaced by an updated framework in 2013.
The SEC fined Lifeway Foods $100,000 for material weaknesses from 2007 through 2015, plus significant deficiencies that added up to a material weakness in 2016. The SEC says the company failed to complete control evaluations in 2013 and 2014, and it didn’t fully remediate controls until December 2017. The company filed three restatements in 2012 and 2016, the SEC says. Lifeway engaged Crowe Horwath as its auditor until switching to Mayer Hoffman McCann in 2015.
Digital Turbine settled charges with a $100,000 civil penalty, the SEC says, after disclosing material weaknesses over seven years, from 2011 through 2017. The company tried, at least. It engaged a consultant beginning in 2012 and then switched to a new consultant in 2015 to assist with remediating controls, the SEC says. Still, the company never quite got the job finished until 2018. The company has engaged the same audit firm, SingerLewak, since 2009, according to its latest filing.
After nine years of “nearly boilerplate” disclosure of material weaknesses in internal control, CytoDyne Inc. settled charges with a $35,000 penalty, the SEC says. The company disclosed control problems from 2008 through 2016, then remediated its weaknesses and reported effective control in May 2017, the SEC says.
The enforcement order notes the company took measures from 2012 through 2015 to improve controls but reported no material changes. CytoDyn’s auditor, Warren Averett, has served as the company’s audit firm since 2007, according to the company’s latest audit report.