SOLUTION: Chart of Accounts for A Start up Company Paper and Worksheet

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Le-Nature’s Inc.After graduating from West Virginia University in 1984 with a degree in accounting andfinance, Gregory Podlucky decided to work with his father Gabriel, who had a smallbusiness empire in western Pennsylvania. The senior Podlucky’s business interestsincluded a chain of auto parts stores, an ethanol fuel company, several real estateproperties, and, most notably, the Jones Brewing Co., which is best known for its line ofbeers sold under the “Stoney’s” brand name.In 1989, Gregory Podlucky decided to strike out on his own. Podlucky used the funds heobtained from cashing out his ownership interest in his father’s businesses to establish awater bottling venture in LaTrobe, Pennsylvania, the hometown of golfing great ArnoldPalmer. In 1992, the entrepreneur and former CPA expanded his product line to include awide range of flavored water, fruit, and tea drinks.Despite competing in the hypercompetitive beverage industry, Podlucky’s company, whichhe ultimately named Le-Nature’s Inc., grew rapidly. By 2006, the company was the 33rdlargest beverage producer in the United States with annual reported sales approaching$290 million and a workforce of several hundred employees. One year earlier, aninvestment group had offered Podlucky $1.2 billion for Le-Nature’s, an offer he rejected.Instead of selling out, Podlucky decided to take his company public. Unfortunately forPodlucky, his fellow investors, and his company’s many creditors, that dream was neverrealized.Strategic FinancingPodlucky served as Le-Nature’s chief executive officer (CEO) and relied principally on hisfamily and wide circle of friends and business associates to staff the company’s other keypositions as it expanded over the years. He hired his brother, Jonathan, to serve as Le-Nature’s chief operating officer (COO) and placed his 22-year-old son Jesse in charge of theday-to-day accounting for Le-Nature’s large subsidiary that produced bottled tea products.Among the friends that he appointed to management positions at Le-Nature’s was RobertLynn, who had multiple titles over the years with the company including executive vicepresident of sales.Despite serving as Le-Nature’s CEO, Gregory Podlucky was also heavily involved in thecompany’s “routine accounting functions.” “Director of Accounting” was the title held bythe organization’s chief accountant, a position occupied by Tammy Andreycak, anotherclose friend of Podlucky. Andreycak was a single mother who did not have a college degreeor formal training in accounting. According to company insiders, her primary role within Le-Nature’s was serving as Podlucky’s confidante. When dealing with third parties, Podluckyoften referred to Andreycak as his “secretary.”42018/ 11/ Print Preview… 2/9A common nemesis of a rapidly growing small company is a shortage of capital. GregoryPodlucky relied on different strategies to finance his company’s expanding operations.During the 14 years that he served as Le-Nature’s CEO, the articulate and outgoingPodlucky raised almost $1 billion of debt and equity capital for the company.In 1999, Podlucky retained a financial consulting firm to identify potential investors for Le-Nature’s. In 2000 and 2002, that consulting firm arranged for two investment funds tocollectively purchase eight million shares of Le-Nature’s preferred stock which they had theright to convert into the company’s common stock. If the two funds had exercised theconvertibility option, they would have controlled 45 percent of Le-Nature’s outstandingcommon stock; Podlucky owned all of his company’s outstanding common stock throughoutits existence.The sales of preferred stock raised nearly $30 million for Le-Nature’s. Those transactionsdirectly impacted Le-Nature’s corporate governance structure because each of theinvestment funds that purchased the preferred stock had the right to appoint an individual tothe company’s board of directors. The majority of the board consisted of “inside” directorsincluding Podlucky, his brother, Jonathan, and other senior company executives.Another financing technique used by Podlucky was long-term equipment leasing. In onesuch transaction, Podlucky retained a North Carolina leasing agent to contract with aWisconsin-based company that was a subsidiary of a German manufacturing firm. TheGerman firm manufactured equipment Le-Nature’s used in its bottling operations. With theNorth Carolina leasing agent serving as an intermediary, Le-Nature’s leased the equipmentfrom the Wisconsin subsidiary of the German firm. The leasing agreement required Le-Nature’s to make a large escrow deposit with the leasing agent; Le-Nature’s borrowed thosefunds from a U.S. lender. In total, Podlucky financed the acquisition of approximately $300million of equipment in this manner.The primary method Podlucky used to raise funds for his company was conventional longtermborrowing arrangements. Wachovia, a diversified financial services firm based in NorthCarolina, arranged or underwrote approximately $500 million of long-term debt for Le-Nature’s. In 2005, for example, Wachovia marketed a $150 million bond issue for thecompany. The high-yield or “junk” bonds were sold primarily to pension and retirement fundssuch as California Public Employees Retirement System (CalPERS), the nation’s largestpension fund.Podlucky relied heavily on Le-Nature’s’ audited financial statements to borrow funds for hiscompany. Take the case of the $150 million bond issue. Wachovia included Le-Nature’saudited financial statements with the promotional materials for those bonds. Likewise,Moody’s Investors Service accessed and relied on Le-Nature’s financial statements toassign credit ratings to those bonds and the company’s other outstanding debt obligations.Suspicions + Resignations = InvestigationIn August 2003, Le-Nature’s independent audit firm, Ernst & Young (EY), was completing itsreview of the company’s financial statements for the second quarter of fiscal 2003. Astandard procedure EY performed during the quarterly review was to ask a client’s seniorexecutives whether they were aware of, or suspected, any fraudulent activity within the42018/ 11/ Print Preview… 3/91)2)3)organization. When Richard Lipovich, the EY audit engagement partner, posed thatquestion to John Higbee, Le-Nature’s CFO at the time, Higbee candidly replied that he hadsignificant doubts regarding the reliability of his company’s recorded sales figures. Lipovichreceived similar responses from Le-Nature’s chief administrative officer (CAO) and its vicepresident of administration (VPA). The day after communicating their concerns to Lipovich,the three company officials submitted letters of resignation to Gregory Podlucky.In their resignation letters, the three former executives suggested that Podlucky was“engaging in improper conduct with Le-Nature’s tea suppliers, equipment vendors, andcertain customers.” Higbee—who had served for 20 years as an audit partner withArthur Andersen & Co., including 16 years heading up the audit practice for that firm’sPittsburgh office—reported that Podlucky had repeatedly refused to provide him withdocumentation supporting key transactions reflected in Le-Nature’s accounting records. Heconsidered Podlucky’s failure to provide such documentation “an astonishing and extremelyimproper restriction for any executive officer to impose upon a company’s chief financialofficer.” Those restrictions made it impossible for Higbee to satisfy his CFO-relatedcorporate governance responsibilities.Higbee also identified what he considered to be several material weaknesses in Le-Nature’sinternal controls. Those weaknesses included Podlucky’s “absolute control” over thecompany’s “detailed financial records” and the lack of “checks and balances” for key assetsof the company such as the large escrow deposits for its long-term equipment leases and itsproduct inventories.The startling statements by Higbee and his two former colleagues in their resignation lettersprompted Richard Lipovich to write a letter to Le-Nature’s board of directors. In that letter,Lipovich requested that Le-Nature’s retain an independent law firm to investigate and file areport regarding the allegations made by the three former company executives. Lipovichinformed Le-Nature’s board that EY would not be associated with any of the company’sfinancial statements untilthe external investigation was completed,EY had reviewed the given report, andthe accounting firm had decided what other investigative procedures, if any, werenecessary on its part.Le-Nature’s board responded to Lipovich’s letter by creating a Special Committee toinvestigate the allegations made by the three former executives. That committee was madeup of the outside members of the company’s board, which included the directors appointedby the investment funds that had purchased Le-Nature’s preferred stock. The SpecialCommittee retained an independent law firm, K & L Gates, one of the ten largest legal firmsin the United States, to supervise that investigation. In turn, K & L Gates hired anindependent accounting firm, Pascarella & Wiker, to assist in the investigation.In late November 2003, K & L Gates submitted a draft copy of its report to Podlucky, whowas not a member of the Special Committee. The CEO provided feedback regarding thereport to the law firm. One week later, K & L Gates provided a revised copy of the report to42018/ 11/ Print Preview… 4/9the members of the Special Committee. The report “found no evidence of fraud ormalfeasance” although it did identify multiple internal control weaknesses. Among thesuggestions made to remedy those internal control weaknesses were strengthening thesegregation of duties for key transactions such as equipment leases and inventorypurchases, adopting more rigorous documentation standards for those transactions, andestablishing an audit committee consisting of outside directors.The outside directors on the Special Committee accepted the findings of the investigativereport and indicated they would work with the other members of Le-Nature’s board ofdirectors to address the identified internal control problems. Shortly thereafter, Le-Nature’sdismissed EY as its independent audit firm and retained BDO Seidman, which wouldultimately audit the company’s 2003 through 2005 financial statements.Fraud Allegations ResurfaceFollowing the 2003 investigation, Gregory Podlucky rededicated himself to enhancing hiscompany’s stature and size in the beverage industry. Le-Nature’s impressive financial datacaught the attention of several private equity funds in 2005 when Wachovia prepared anddistributed a “confidential memorandum” to sell the company to the highest bidder. Theinitial bid received for the company was $1.2 billion. To the disappointment of the company’spreferred stockholders, Podlucky rejected that offer. The preferred stockholders claimed thatPodlucky intentionally sabotaged the sale of Le-Nature’s by refusing to allow the potentialbuyer access to the company’s accounting records. Podlucky dismissed that allegation andinstead maintained he had rejected the buyout offer because the price had been too low.In May 2006, the preferred stockholders filed a lawsuit against Le-Nature’s, Podlucky, andother top executives to force an outright sale of the company. Despite that lawsuit, Podluckybegan preparing an initial public offering (IPO) for Le-Nature’s with the assistance of K & LGates. At the same time, Wachovia was in the process of arranging more than $300 millionof additional long-term loans for Le-Nature’s.Podlucky’s plans for his company were disrupted when allegations of an accounting fraudwithin Le-Nature’s resurfaced. The CEO refuted those allegations by pointing out that Le-Nature’s independent auditors had issued unqualified opinions each year on the company’sfinancial statements. Podlucky also insisted that “the financial stability of Le-Nature’s hasnever been stronger” and boldly predicted that Le-Nature’s sales would nearlyquadruple over the next four years, increasing from approximately $290 million to more than$1 billion annually.In October 2006, Le-Nature’s preferred stockholders requested a restraining order againstthe company in a petition they filed with a Delaware court. In the petition, the preferredstockholders referred the court to a fraudulent equipment leasing transaction arranged byLe-Nature’s. One of the lenders that provided the financing for the company’s long-termleases had determined, with the assistance of a handwriting expert, that certain documentsfor the given transaction had been forged. The forged documents had resulted in $20 millionof the lease escrow deposit financed by the lender being improperly transferred to Le-Nature’s.42018/ 11/ Print Preview… 5/9The Delaware court issued the requested restraining order, evicted Gregory Podlucky fromthe company’s corporate headquarters, and appointed Steven Panagos of Kroll ZolfoCooper, a consulting firm specializing in corporate turnarounds and restructuring, to serveas the custodian of Le-Nature’s assets and operations. Less than one week later, Panagosfiled an affidavit with the court that presented evidence of a massive accounting fraud withinthe company. He also reported that he had found evidence that Gregory Podlucky had“frantically shredded company documents” before he was forced to leave Le-Nature’scorporate headquarters. Even more troubling was the custodian’s discovery that thecompany had been maintaining two sets of accounting records.Panagos’ affidavit spurred Le-Nature’s creditors to file a petition to initiate involuntarybankruptcy proceedings against the company. A federal bankruptcy judge approved thatpetition and appointed a bankruptcy trustee to take control of Le-Nature’s for the purpose ofliquidating it and pursuing any viable legal claims against individuals or entities involved inundermining the company.Fraud on a Grand ScaleInvestigations of Le-Nature’s accounting records by the company’s court-appointedcustodian, bankruptcy trustee, and law enforcement authorities revealed the sordid detailsof the brazen accounting hoax initiated by Gregory Podlucky in the late 1990s. Theindividual who would prove to be most helpful in unraveling the fraudulent scheme wasTammy Andrecyak, Le-Nature’s Director of Accounting and Podlucky’s most trustedassociate. After pleading guilty to multiple criminal charges, Andrecyak agreed to cooperatewith law enforcement authorities investigating the Le-Nature’s scandal. A federal judgewould subsequently note that Andrecyak and Podlucky were the only “two people aware ofthe magnitude of the [Le-Nature’s] fraud.”James Garrett, a federal prosecutor with the U.S. Department of Justice (USDOJ) assignedto the Le-Nature’s case, characterized the fraud masterminded by Podlucky as a “financialmirage the likes of which I could never even dreamt could have been created.” In 2002,the company had reported sales of more than $135 million when the company’s actual saleswere fewer than $2 million. Three years later, in 2005, the fiscal year before the fraud wasuncovered, Le-Nature’s audited financial statements reported revenues of $287 millionwhen the company’s actual revenues were fewer than $40 million. A large portion of thebogus revenues booked by Le-Nature’s was cycled through its tea subsidiary. From 2000through 2006, that subsidiary reported sales of $240 million while its actual sales during thatperiod were fewer than $100,000.Podlucky and his co-conspirators used Le-Nature’s graphics department to prepare a slewof bogus purchase orders, sales invoices, and other fake documents to sustain theaccounting fraud. The bogus documents allowed the conspirators to conceal Le-Nature’senormous volume of fictitious revenues from the company’s lenders, independent auditors,and regulatory authorities. As determined by one of Le-Nature’s lenders, the conspiratorsalso used forged documents to improperly transfer deposits held in escrow by a leasingagent to Le-Nature’s. In turn, that leasing agent provided confirmations to Le-Nature’sindependent auditors that intentionally overstated the dollar amount of deposits being heldby his firm on behalf of the company.42018/ 11/ Print Preview… 6/9Le-Nature’s maintained two completely separate accounting systems during the course ofthe massive accounting fraud. One system accumulated the company’s actual transactiondata, which only Podlucky and Andrecyak could access. The other accounting systemcontained primarily fraudulent financial data. The company’s independent auditors wereunaware of the former accounting system. Podlucky was also successful in concealing thataccounting system from K & L Gates and Pascarella & Wiker, the law firm and accountingfirm, respectively, that were involved in the Special Committee fraud investigation of 2003.Podlucky used Le-Nature’s phony financial statements to convince third parties to loanfunds to the company. He then siphoned off large amounts of those borrowed funds for hispersonal use. Because the stolen funds had to be repaid, it was necessary for Podlucky tocontinually borrow additional amounts. This cycle of repaying stolen funds with new loanscaused law enforcement authorities to characterize his fraud as a Ponzi scheme.As pointed out by Le-Nature’s court-appointed bankruptcy trustee, the 2003 SpecialCommittee investigation tragically backfired on the company’s preferred stockholders andcreditors, who were the primary victims of Podlucky’s scam. The “no fraud” conclusionincluded in the investigative report submitted to the Special Committee allowed Podluckyand his co-conspirators to continue “looting” the company “and wasting corporate funds onavoidable transactions” for three more years.Federal law enforcement authorities placed a final price tag of nearly $700 million on thelong-running scam masterminded by Gregory Podlucky. U.S. District Judge Alan Bloch, in adecision that was largely symbolic, imposed a $661 million restitution order on Podlucky.That figure included the huge losses suffered by Le-Nature’s enormously unprofitablebusiness operations and the funds embezzled and squandered by Podlucky and his familymembers.Podlucky used the embezzled funds to finance a lavish and ostentatious lifestyle. An auditof Podlucky’s personal finances revealed that in one year he spent $45,000 on shoes; hiscorporate salary at the time was $50,000. When he lost control of Le-Nature’s, Podluckywas building a palatial, 25,000-square-foot home near the company’s headquarters that hada price tag approaching $20 million. Nearly $30 million of jewelry that had been purchasedwith Le-Nature’s funds was discovered in a secret room within the company’s corporateheadquarters. Millions of dollars of additional jewelry were recovered years later whenmembers of the Podlucky family attempted to sell the jewelry through the Sotheby’s auctionhouse. Other extravagant personal assets of Podlucky seized by law enforcementauthorities included a small fleet of luxury automobiles and an immense model traincollection that he had acquired at a cost of $1 million.The lynchpin of the Le-Nature’s fraud was the fatal flaw in the company’s corporategovernance system that allowed Gregory Podlucky to single-handedly manipulate anddistort the company’s reported financial results. Outside of the company, Podlucky wasperceived as a gregarious, well-meaning individual who was heavily involved in charitable,religious, and political organizations and activities. Internally, Podlucky, a physically largeman, was known for his overbearing and volatile disposition. Podlucky used his domineeringpersonality to control his subordinates.42018/ 11/ Print Preview… 7/9During their testimony in various court proceedings, Podlucky’s former colleagues alluded tohis “foul-mouthed, dictatorial style” that he used to “bully” them into submission. In oneparticularly revealing incident, Podlucky forced a fellow executive to take off his (Podlucky’s)shoes, shine them, and then put them back on his feet. The executive was also forced to tiethe shoes and adjust Podlucky’s socks.Like his father and several other former Le-Nature’s executives and employees, JessePodlucky would eventually face criminal charges for his role in the Le-Nature’s fraud. Aprincipal element of the defense strategy used by Jesse’s attorneys was that the youngaccountant had been controlled and manipulated by his tyrannical father throughout his lifewhich allegedly mitigated the degree to which he could be held responsible for hismisdeeds. Jesse’s attorneys reported that because of the senior Podlucky’s “erratic” and“uncontrollable temper”, his children had lived under a “reign of terror” in the Podluckyhousehold. In one scene recalled by Jesse, his father hurled his own birthday cakeagainst a wall and referred to his children with a derogatory epithet. In another incident,Jesse recalled that he was beaten so badly by his father that his face was “almostunrecognizable.”EpilogueIn October 2011, Gregory Podlucky appeared before federal Judge Alan Blochduring his sentencing hearing after pleading guilty to mail fraud, income tax evasion,and conspiracy to commit money laundering. While addressing Judge Bloch,Podlucky stated, “I am appalled by my actions, Lord, I mean, your honor.” Laterin the hearing, Podlucky referred to himself as a “filthy rag” and pleaded with thejudge to give him a noncustodial sentence so he could create a charity to cater tothe needs of federal prison inmates. Judge Bloch ignored Podlucky’s tearfulcontrition and sentenced him to 20 years in federal prison for his egregious crimes.Seven of Podlucky’s relatives and business associates also received prisonsentences for their roles in the Le-Nature’s fraud. Despite his attorneys’ efforts toblame his criminal behavior on his overbearing father, Jesse Podlucky received anine-year prison sentence after being convicted of money laundering. A similarconviction for Karla Podlucky, Gregory’s wife and Jesse’s mother, resulted in a fouryearprison sentence. The money laundering charges against the two Podluckysstemmed from their involvement in covertly selling jewelry purchased with Le-Nature’s corporate funds. The two had used the proceeds from the sale of thejewelry for improper expenditures including the payment of Gregory Podlucky’s legalbills and, in the case of Jesse, the purchase of an $80,000 Mercedes Benzautomobile.Podlucky’s close associate Tammy Andrecyak received a five-year prison termdespite her extensive cooperation with law enforcement authorities investigating theLe-Nature’s fraud. After pleading guilty to one count of bank fraud, JonathanPodlucky, Le-Nature’s former COO, received a five-year sentence. Similar to Jesseand Karla Podlucky, Robert Lynn, Le-Nature’s former executive vice president ofsales, opted for a jury trial rather than pleading guilty to the criminal charges filed42018/ 11/ Print Preview… 8/9against him. Following his conviction on 10 fraud charges, Lynn received a 15-yearprison sentence. Another former Le-Nature’s executive received a prison sentenceof 10 years after pleading guilty to bank fraud; a similar plea by one of Le-Nature’sformer leasing agents resulted in a five-year prison sentence.Multiple civil lawsuits were filed against several parties associated with Le-Nature’s,including BDO Seidman. The plaintiffs in those lawsuits were Le-Nature’sbondholders, other creditors, and Marc Kirschner, the company’s court-appointedbankruptcy trustee. Kirschner negotiated out-of-court settlements of $12 million withBDO Seidman, $23.7 million with K & L Gates, and $895,000 with Pascarella &Wiker. The bankruptcy trustee’s largest recovery was a $125 million collectivepayment made by two companies involved in the fraudulent equipment leasingtransactions orchestrated by Gregory Podlucky.Kirschner agreed to a settlement of $38 million with Wells Fargo, the company thatacquired Wachovia in 2008. Prior to that settlement, Kirschner had filed a federalracketeering lawsuit against Wachovia. Among other allegations, he maintained thatWachovia had continued to arrange financing for Le-Nature’s despite “numerous redflags” that suggested the company’s operating results were being embellished.The huge loans arranged by Wachovia—but funded primarily by other lenders—reportedly earned the bank “tens of millions of dollars” in fees.In 2006, Wachovia had taken the unusual measure of retainingPricewaterhouseCoopers (PwC) to investigate accounting decisions made by Le-Nature’s. That decision was apparently prompted by Wachovia financial analystswho overtly challenged the authenticity of the company’s financial data. One analystquestioned Le-Nature’s reported sales figures since none of the company’s productswere being carried by major retailers, while another analyst for the bankcharacterized Le-Nature’s reported financial data as “frankly worthless.”Questions1. Identify the parties impacted by the quality and rigor of an organization’scorporate governance. What responsibilities do corporate executives have tothose parties?2. Identify and describe the corporate governance-related responsibilities ofcorporate accountants, independent auditors, and external accountants hiredby companies to perform forensic investigations.3. Identify the apparent flaws in Le-Nature’s corporate governance. Relate thoseflaws to the five components of the COSO internal control framework and the“fraud triangle.”42018/ 11/ Print Preview… 9/94. Le-Nature’s was not a SEC registrant. Identify corporate governancesafeguards imposed on SEC registrants that are not imposed on non-SECregistrants.5. Following the Special Committee investigation in late 2003, Le-Nature’sdismissed EY and retained BDO Seidman to serve as its independent auditfirm. What safeguards are in place to mitigate the impact of auditor changeson the credibility and integrity of the independent audit function?6. Identify the key differences between a “quarterly review” and an “annual audit”performed by an organization’s independent auditors.7. Pascarella & Wiker was retained by K & L Gates to assist in the fraudinvestigation requested by Le-Nature’s Special Committee. What type ofprofessional service was Pascarella & Wiker providing? What professionalstandards governed Pascarella & Wiker’s conduct during the provision of thatservice?

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