FORMER CEO SETTLES INTERNATIONAL ACCOUNTING FRAUD CASE
The SEC resolved part of an international accounting fraud case, settling with the former CEO of Escala Group, Inc., Gregory Manning. SEC v. Escala Group, Inc., Case No. 09 CV 2646 (S.D.N.Y. March 23, 2009). Escala is now known as Spectrum Group International.
In Escala, the Commission, with the assistance of the Special Prosecutions Office for Financial Offenses relating to Corruption, Madrid, Spain, brought an action against Connecticut based Escala, an entity that is a global network of companies in the collectibles market and that was traded on Nasdaq. The Commission also named as defendant the former CFO of the company, Larry Crawford. Escala’s parent is Afinsa Bienses Tangibles, S.A., a Spanish company engaged in commercial and trading activities.
The scheme centered on related party transactions between Escala and Afinsa which added over $80 million to Escala’s revenues as discussed here. This permitted the company to meet earnings forecasts for fiscal 2004 and the first quarter of 2005.
Revenues were improperly boosted, according to the Commission, through undisclosed related party transactions involving the sale of stamps with a friend of Mr. Manning which also gave him control of a valuable catalogue and the ability to set prices. The sales were held out as being at arms length. The defendants also falsely disclosed that Escala sold Afinsa several archives, when in fact Mr. Manning had the ability to set prices and influence appraisals. In addition, the scheme employed round trip transactions and the improper reporting of business combination expenses as a “sale” of certain antiques. As a result Escala’s share price increased from $1.47 per share on the day the company and Afinsa entered into a merger agreement at $32 per share.
The scheme came to an end in 2006 when Spanish authorities raided Afinsa’s offices. Charges were brought against certain individuals alleging that they had engaged in an unlawful pyramid scheme.
Mr. Manning resolved the case with the Commission by consenting to the entry of a permanent injunction prohibiting future violations of Exchange Act Sections 10(b) and 13(b)(5) and from aiding and abetting Escala’s violations of Sections 13(a), 13(b)(2)(A) and 13(b)(2)(B). He also agreed to pay $669,489 in disgorgement, prejudgment interest and penalties and to the entry of an officer and director bar for ten years. See also Litig. Rel. 21630 (Aug. 24, 2010).