Using a variety of accounting tricks, ranging from a rigged computer to outright tempering with the facts Fisco Inc., an auto insurance holding company based in Philadelphia, was able to make itself look profitable when in fact it was broke, according to a civil complaint filed yesterday by the Securities and Exchange Commission.
The complaint charged the company, five of its officers and its outside counsel with scheming to defraud stockholders. Named in the action were William Rush, Fisco president; Robert Greenfield, chairman of the board; Lenoard P. Connolly, Richard C. Mitchell and Robert J. Reilly, all vice presidents; and Lawrence J. Lee, a partner of the law firm which represented Fisco.
The complaint said that from 1967 to 1973, Fisco's insurance sales increased from $325,000 to $57 million. The company reported tremendous increases in earnings during that time as well. But the SEC said that, since 1970 - the year Fisco went public - it should have been reporting "great losses" instead of earnings.
"Fisco was able to report profitable operations because of its deliberate and continuing policy of materially under-reserving for losses on its insurance," the complaint said. "Eventually, in 1973, early 1974, after Fisco's stock had reached its high price of $28 per share, Fisco's losses became known and its stock became virtually worthless. As a result, the investing public was defrauded of millions of dollars."
While neither admitting nor denying the allegations in the complaint, all the defendants have consented to an SEC order enjoining them from violations of federal antifraud and securities reporting laws. In addition, Rush, Reilly, Connolly and Mitchell agreed not to act as officers or directors of any publicly held company except Fisco.
The SEC said that Fisco, which by 1973 was selling insurance in 20 states, kept earnings up by putting less money than it should have into accounts - called "reserve for losses" accounts - intended to cover the company against potential claims.
According to the SEC, Fisco used a variety of methods to keep the reserves below satisfactory levels, including an outright management freeze on reserve increases, the failure of claims adjustors to revise initially low reserve estimates, and a sloppy policy coding system.
So disorganized was Fisco's data processing system, the SEC said, that on one Friday in January 1973, the company's Philadelphia office ordered the removal of about $800,000 worth of reserves for files which could not be located. The files were located shortly afterward, but the reserve accounts never were increased again, the SEC said. As a result, Fisco's pre-tax net income increased by $800,000. The incident is known around the company as "Black Friday," the SEC said.
In December 1971, Fisco offered for sale about 518,000 shares of common stock worth $8.4 million. The SEC said the registration statement issued with the offering overstated net income by at least $4 million "rather than showing that Fisco was, effectively, bankrupt and had incurred substantial losses."
According to the SEC, Fisco's auditors at first balked at issuing a clean opinion of the company prior to the offering, but were threatened with a lawsuit by Rush and Greenfield, and so promptly gave an unqualified opinion of Fisco's finances.
For the 1972 fiscal year, Fisco reported net income of approximately $4 million. Had the company's reserves been set adequately, the SEC said Fisco would have shown a loss after taxes of at least $7 million. The SEC said Fisco disguised the extent of inadequacy of its reseves from its auditor, Haskins & Sells, by designing a special computer analysis that was "improper in form and methodology and relied on Fisco's computer data base, which was inaccurate.
Not until October 1973 did Fisco hint publicly that it was in financial trouble, the SEC said. At that time, the company disclosed the results of an internal audit indicating it expected substantial losses for the year. The loss for fiscal 1973 bottomed out at about $39 million, resulting in a deficit to stockholder holdings, the SEC said. "A substantial portion of such amount was attributed to claims which had been under-reserved in prior years," said the commission.
The SEC also faulted Fisco for including as income in its 1972 fiscal statement the full profits ($1.4 million) of the Prestige Casualty Co., a firm which Fisco did not formally acquire until the middle of that year.