Improper Recording of Revenue from Multiple-Element Transactions
During 2001, GTGI engaged in large “multiple-element” revenue transactions with
Motorola, Inc., which manufactures various electronic products, and the Tribune
Company, a broadcasting company whose flagship television station is Chicagobased
WGN. In each of these transactions, Motorola and the Tribune Company
purchased certain assets from GTGI’s Media and Services Sector. GTGI executives
negotiated payment terms for the two transactions that required Motorola and the
Tribune Company to purchase large amounts of advertising revenue from the Interactive
Platform Sector. Collectively, those payment terms produced more than $100
million of revenue for that sector. GTGI’s segment disclosures in the notes to its audited
financial statements did not disclose that a material portion of the Interactive
Platform Sector’s revenues resulted from the two multiple-element transactions.
The SEC ruled that GTGI did not have a sufficient basis for ascertaining the fair
value of the advertising revenues that were a major component of the Motorola and
Tribune Company transactions.
Gemstar did not have suffi cient stand-alone IPG [Interactive Platform Sector] advertising
revenue (i.e., revenue from advertising that was not part of a related-party, nonmonetary,
or multi-element transaction) to provide a basis on which to fair value the
Motorola and TribuneIPG [Interactive Platform Sector] advertising components of the
multi-element transactions.
In fact, GTGI had structured the Motorola and Tribune Company transactions to
divert disproportionate amounts of the revenues from those transactions to the Interactive
Platform Sector. GTGI executives also took explicit steps to conceal this fact
from the public and other parties. For example, in the case of the Tribune Company transaction, a GTGI executive threatened to cancel the transaction if Tribune’s management
insisted on complete disclosure of its terms.
The SEC concluded that KPMG failed to adequately audit these multiple-element
transactions. In particular, the SEC found that KPMG did not collect “suffi cient competent
evidence” to substantiate the fair value of the advertising revenues that were
components of those two transactions. Instead, the KPMG auditors accepted management’s
representations that the advertising revenue component of each transaction
was determined on an arm’s length or fair value basis. The SEC also criticized KPMG
for failing to insist that GTGI disclose that a major portion of the revenues reported by
the Interactive Platform Sector was attributable to multiple-element transactions.