Chinese national imprisoned for stealing trade secrets from energy company

Hongjin Tan, a Chinese national, has been sent to prison for 24 months for stealing trade secrets from Phillips 66. The company has its head office in Houston, though Mr Tan worked in Bartlesville, Oklahoma.

Mr Tan was initially arrested in December 2018 and pleaded guilty in November 2019.

Mr Tan joined Phillips in April 2017 as a research engineer in the battery development group. Prior to that, he had spent over 10 years working and studying in California.

On December 12, 2018, Mr Tan announced he was resigning and returning to China to be with his aging parents. The company conducted a systems access review and determined that Mr Tan had downloaded files onto a personal USB flash drive. The company then called in the FBI. The FBI found an offer letter (in Chinese) dated 17 October, 2018 on Mr Tan’s laptop from a company based in Xiamen, China. As well as the usual job offer details, the letter stated that Mr Tan would be compensated 400,000 RMB (approx $58,000) for information already provided. Mr Tan had visited China that September.

Phillips has advised the FBI that the company has earned $1.4 billion to $1.8 billion from the sale of the product in question.

Mr Tan was also ordered to pay $150,000 in restitution to Phillips.

https://www.justice.gov/opa/pr/chinese-national-sentenced-stealing-trade-secrets-worth-1-billion

Criminal complaint against Tan

Katy man sentenced to 70 months in Venezuela bribery case

Alfonso Gravina of Katy, TX was sentenced to 70 months in prison for his role in a Venezuela bribery scheme and obstruction of justice. He was also ordered to pay restitution to the IRS of $214,949. He had previously paid restitution of $590,446.



Mr Gravina was employed as a purchasing manager at Petroleos de Venezuela S.A (PDVSA) in Houston. In December 2015, he pleaded guilty to accepting $590,000 in bribes between 2007 and 2014 from Abraham Shiera and Roberto Rincon in order to steer contracts to their companies.

Rincon lived in The Woodlands. He pleaded guilty in 2016. At the time of his arrest, the government alleged he controlled 108 bank accounts including three Swiss accounts that had over $100 million in deposits. He had been awarded $750 million in contracts from PDVSA between 2010 and 2013. Shiera lived in Florida. Both Shiera and Rincon await sentencing.

After his plea in 2015, Gravina met periodically with agents from Homeland Security Investigations. Gravina admitted that, during interviews with the government, he concealed facts about bribe payments to officials at Citgo Petroleum Corporation (a Houston-based subsidiary of PDVSA). At the same time, he provided details about the government’s investigation to a co-conspirator, including about the topics discussed during Gravina’s meetings with the government. This passing of information led to the destruction of evidence and to the co-conspirator’s attempt to flee the United States in July 2018.

Including Gravina, Rincon and Shiera, to date, the Justice Department has announced charges against 26 individuals, 20 of whom have pleaded guilty in connection with the investigation.

https://www.justice.gov/opa/pr/texas-businessman-sentenced-70-months-prison-role-venezuela-bribery-scheme-and-obstruction

Centerpoint Energy CEO steps down

Scott Prochazka, CEO of Centerpoint Energy, has resigned from his position with immediate effect.  John Somerhalder, a director of the company, has been appointed interim CEO while the Board conducts a search for a new CEO. The Board determined that ‘now is the right time for a new leader with a fresh strategic perspective.’



Centerpoint Energy has a market capitalization of $13.7 billion.  It has nearly $35 billion in assets and serves 7 million customers in 8 states.

Mr Prochazka has been with the company since 2001 and had been CEO since January 2014. He had a base salary of $1.323 million. According to the 2018 proxy statement, technically there are no formal severance payments due to Mr Prochazka, unless it is a change of control.

[UPDATE 03-09-20 The company has filed a separation agreement and it’s a whopper. Mr Prochazka will get a lump sum cash payment of $7,348,584. His 2016-2018 stock awards will also vest. It’s hard to tell, but they are probably worth about the same again]

When CFO Bill Rogers retired in March 2019, the Compensation Committee gave him a special lump-sum cash payment of $360,000 (about 60% of his base salary). He also had joined the company in 2001.

Xia Liu was appointed as the new CFO in April 2019.

SEC filing – Centerpoint CEO resigns

SEC Filing – Separation Agreement

Houston retailer appoints new CEO

Francesca’s Holdings has appointed Andrew Clarke as its new CEO, effective March 9, 2020. He replaces Michael Prendergast, who has been serving as interim CEO since February 2019.

Former CEO Michael Lawrence left to become the Chief Merchandising Officer at Academy Sports & Outdoors, based in Katy. However it was only in December that the company announced it had hired a retained search firm to find a new CEO.



Francesca has a market capitalization of $22 million and has its head office in west Houston. It operates approximately 700 boutiques in 47 states. Like many retailers, it has been struggling with tough market conditions.

Mr Clarke has plenty of retail experience and was previously the President at Loft and Chief Merchandising Officer at Justice. He will receive a base salary of $700,000 and a restricted stock grant of $500,000 that will vest over three years. As he is moving from New York, he will also receive a lump-sum payment of $200,000 to cover relocation costs.

Mr Prendergast is actually employed by consultants Alvarez & Marsal. The company had been paying A&M approximately $100,000 a month for the services of Mr Prendergast. With the appointment of Mr Clarke, the company has amended the agreement and will now be paying A&M $120,000 a month while Mr Prendergast is still the interim CEO. A&M may also receive incentive compensation of $500,000 subject to the achievement of certain targets.

In July 2019, CFO Kelly Dilts resigned to become the Senior VP Finance at Dollar General, based in Tennessee. Cindy Thomasee was promoted from Chief Accounting Officer to take her place.

SEC filing – Francesca CEO appointment

McDermott seeks large bonuses for senior management while in bankruptcy

Photo: Nandu Chitnis

McDermott has filed a motion with the Bankruptcy court seeking approval for an employee retention plan for both senior executives and key employees who are not executives. CEO David Dickson could receive $6.3 million in 2020 if the company hits its targets.



As a reminder, the company, which is based in west Houston, awarded Mr Dickson a $3.375 million cash retention bonus only last October. The company filed for Chapter 11 bankruptcy in January 2020, at which point the company paid out the last 30% of that award, even though it wasn’t technically earned.

Quarterly retention bonuses

The retention bonuses will be paid quarterly in cash. The senior executives and their target bonuses are as follows;

  • David Dickson (CEO) – $6.3 million
  • Chris Krummel (CFO) – $1.2 million
  • John Freeman (Chief Legal Officer) – $1.1 million
  • Samik Mukherjee (COO) – $1.3 million
  • Ian Prescott (Senior VP, Asia Pacific) – $423,000

The bonuses are dependent on the following performance metric;

  • Adjusted EBITDA  (27.5%)
  • Available cash balance (27.5%)
  • Technology Business sale proceeds (15%)
  • Safety (15%)
  • Achievement targets (15%)

The maximum payout is 200% of target, so Dickson could get $12.6 million.

The incentive scheme runs until the end of 2020, irrespective of whether McDermott exits Chapter 11 before then.

In October 2019, senior management got $7 million in bonuses

Freeman, Mukherjee and Prescott also got retention bonuses in October, similar to the targets above. Then-CFO Stuart Spence got $1.3 million, only to leave the company two weeks later. He got to keep his bonus, of course. If Mr Krummel got a bonus at that time, it wasn’t disclosed.

What’s particularly galling to me, is that, in October, when McDermott got their expensive financing and gave out the retention bonuses, the company was forecasting adjusted EBITDA for 2019 of $474 million. By the time they filed for bankruptcy three months later, that figure had been reduced to $183 million. They did meet their 2019 free cash flow forecast – an outflow of $1.2 billion – but only because they held back $300 million in payments to vendors.

There’s no real details on the key employees scheme, other than payments will be in fixed amounts, paid quarterly.

[UPDATE 02-16-20 Having reviewed the document filed with the bankruptcy court there are 13 employees in the senior executive plan. In the key employee plan there are 1,112 employees expected to receive a retention bonus worth a total of $79.4 million, an average of $71,403 each].

A reminder of how the company got into this mess

The bankruptcy stems from McDermott’s disastrous acquisition of fellow Houston company, CB&I in May 2018 for $4.1 billion ($2.4 billion cash, $1.7 billion stock). CB&I had a lot of legacy Engineering & Construction projects that have turned out to be much less profitable than McDermott expected at acquisition.

The costs to complete estimated at acquisition on just 3 projects (Cameron LNG, Freeport LNG and Calpine Power) increased by over $1 billion. As a result, the goodwill on CB&I ended up being $4.8 billion. McDermott wrote down $2.1 billion in goodwill 7 months after acquisition. That’s a quick destruction of shareholder value!

After the deal closed, Mr Dickson received a 25% increase in base salary to $1.125 million and a $1.125 cash bonus for completing the acquisition.

SEC filing – McDermott bankruptcy bonuses

20-30336 doc 367 – McDermott incentive scheme filed with Bankruptcy court

Houston tax preparer found guilty of fraud

Winfred Fields, a west Houston tax preparer, has been found guilty of 15 counts of fraud and tax violations. This follows a two-week jury trial.



Fields operated tax and book-keeping businesses from an office on Richmond Avenue in the Westchase area of Houston. They operated under the business names of Fields Enterprises, Your Tax Professionals and The Tax Boss.

Fields falsely claimed that offshore oil workers from the UK, Spain and New Zealand, who were working on vessels on the Outer Continental Shelf of the USA, were exempt from US tax. He charged a fee of $2,500 for each crew member’s first return and a $1,000 fee for each return thereafter. Fields required direct receipt of the funds so that he could negotiate the checks and take his fee off the top.

Fields agreed to provide the remainder of the refund proceeds to the foreign clients. He did that for a while, but ultimately stopped forwarding any money to the workers.

The jury heard that Fields fraudulently obtained $3.1 million in tax refunds from the IRS. He kept approximately $1.3 million for himself.

Up to 20 years in prison

Sentencing is set for May 2020. At that time, Fields faces up to 20 years for one count of conspiracy to commit mail and one count of wire fraud. For the other 13 tax fraud convictions, he also faces up to three years in federal prison. He may also be ordered to pay restitution to his victims and up to $250,000 in fines.

Not the first time Fields has been in trouble

This isn’t the first time that Fields has been in trouble with the authorities. Back in 2008, he settled charges with the Securities and Exchange Commission (SEC) over his role in a ‘Pump and Dump’ scheme involving Aimsi Technologies, a Tennessee-based company. Fields was required to pay disgorgement of $350,000 and prejudgment interest of $64,000.

In December 2006, Fields settled with the SEC over his role in a different ‘Pump and Dump’ scheme involving a company called OSF Inc. He was barred from serving as an officer or director of a public company for five years.

 

https://www.justice.gov/usao-sdtx/pr/jury-convicts-tax-preparer-fraud-and-tax-violations

Houston economy showed steady growth in 2019

Jobs in Houston in 2019 grew by 1.6 percent (49,000 jobs).  This is according to the latest economic indicators published by the Federal Reserve of Dallas. That rate is actually below the metro’s historical average of 2.1 percent.The main sectors to change were:

  • Professional & business services (+21,400)
  • Education and health services (+10,800)
  • Construction (+8,600)
  • Trade transportation and utilities (-1,700)
  • Mining – meaning E&P (-1,000)



The Houston unemployment rate dropped slightly to 3.7 percent in December. That’s above the Texas and US rates (both 3.5 percent).

According to NAI Partners, the overall Houston office vacancy rate stood at 21.1 % at the end of December. That is down 0.7 per cent on the previous quarter, but up slightly year-on-year. The market actually absorbed 843,000 sq ft in 2019, the highest yearly figure since 2014. This was overshadowed by the 1.7 million sq ft of new office space coming onto the market. Currently, a further 3.3 million sq ft is under construction (38% spoken for).

Houston’s industrial vacancy rate at the end of December was 6.9% (41 million sq ft) , up 1.5% on a year ago. The rising vacancy rate was also caused by 9.6 million sq ft of new construction completed in 2019.

https://www.dallasfed.org/research/indicators/hou/2020/hou2002.aspx

NAI Partners – Houston office Q4 19 Market overview

NAI Partners – Houston Industrial Q4 19 Market overview

 

 

Seismic company states that former management misappropriated nearly $17 million

SAExploration Holdings has restated its annual report for 2018 and selected financial data going back to 2014. As a result, at December 31, 2018, stockholders’ equity swung from equity of $15.4 million, as originally reported, to a deficit of $17.4 million!



Furthermore, the company states that former CEO Jeff Hastings and former CFO Brent Whiteley misappropriated $16.6 million between 2012 and 2019. Not surprisingly, the company stated that the Securities and Exchange Commission and the Department of Justice are conducting parallel investigations.

SAEX is a global provider of seismic data and processing services. It has its head office in west Houston. It currently has a market capitalization of $13 million.

At some point in 2019, the SEC started an investigation in relation to revenue recognition, accounts receivable and tax credits. In August 2019, the Board established a special committee of independent directors to oversee an external investigation with respect to the matter.

Vendor and customer secretly controlled by CEO and CFO

The special committee identified that Global Equipment Solutions, one of the company’s vendors in 2015 and 2016, was actually formed by Brent Whiteley and controlled by Mr Whiteley and/or Mr Hastings. The company paid $12 million to this entity in these two years.  $5.9 million of this ended up being a capital contribution to a company called ASV. The company had originally recorded third party revenue from ASV in 2015 and 2016 of $84 million and $57 million respectively.

In the original 10-k filing, nearly all of that revenue from ASV in 2016 was still outstanding as a receivable in 2018. There was also a convoluted explanation about how the customer – ASV wasn’t named in the 2018 financial statements – was going to pay SAEX using monetization of exploration tax credits from the state of Alaska. That got the attention of the SEC. In the restated financials, this receivable was written off and ASV has been consolidated as a variable interest entity.

Consulting firm secretly controlled by CFO

Furthermore, from 2012 to 2019, payments of $4.1 million were made to a company called RVI Consulting. This was secretly controlled by Mr Whiteley. The payments were originally recorded as legal and professional expenses.

The special committee also identified the misappropriation of $0.5 million in 2013 in relation to the reimbursement of the individual tax liability of Mr Hastings.

In total, the amount of funds that the company states was misappropriated was $16.6 million ($12+$4.1+$0.5 million).

The company fired Mr Whiteley in August 2019. It suspended Mr Hastings on the same day and terminated him in November 2019.

The aftermath

The company has spent $6.9 million in legal and professional fees in relation to the SEC investigation in the nine months ended September 30, 2019. For good measure, the Alaskan Department of Revenue is also conducting an investigation into the issuance of tax credits and may impose its own sanctions.

The company has been selling off assets to try and improve its financial situation. In November it sold its assets in Australia for $9 million. In January, 2020 it sold certain seismic data assets for $15 million plus a possible earnout of $5 million.

At September 2019, the company had debt of $119 million and negative equity of $31 million.

https://www.sec.gov/Archives/edgar/data/1514732/000156459020003869/0001564590-20-003869-index.htm

Houston accounting firm barred from performing public company audits

LBB Associates and its managing partner and majority partner, Carlos Lopez, have been barred by the Securities and Exchange Commission from performing public company audits. Or in the language of the SEC ‘LBB and Lopez are denied the privilege of appearing or practicing before the Commission as accountants’.



LBB, based in NW Houston, has two partners and approximately eight accountants on staff. It has about 28 public company clients. The stock of these clients is generally not publicly-traded but the clients follow SEC rules and filing requirements.

The case arose out of the collapse of an audit client, Behavioral Recognition Systems in 2015. At the time, that company was owned by Ray Davis. The SEC later filed a complaint against BRS and Davis. It alleged that they engaged in a fraudulent scheme to raise $28 million from BRS investor funds and divert $7.8 million for Davis’s personal use. The SEC alleged that Davis used the funds to purchase ancient jewelry, gold and other artifacts. Davis allegedly tried to cover his tracks by submitting fake consulting invoices to BRS from two related companies that he controlled.

The alleged fraud was discovered shortly after Davis sold the company in July 2015. However, Davis died in July 2018 before the case could be concluded.

The SEC started disciplinary proceedings against LBB in January 2019, alleging professional misconduct. The primary allegation was that Lopez relied on BRS management representations concerning the related party transactions and failed to perform any audit work around them.

Without admitting or denying the findings of the SEC, LBB and Mr Lopez agreed to the sanctions imposed. After two years, Lopez and LBB may apply to the Commission to be reinstated. However such future work would have to be reviewed by an independent audit committee of the public company.

https://www.sec.gov/litigation/admin/2020/34-88140.pdf

Houston man guilty of Hurricane Harvey fraud

Robert Kaitho, 56, has pleaded guilty to money laundering in connection with his scheme to defraud the Small Business Administration (SBA).

Kaitho applied for government assistance in reference to a property in NE Houston. Kaitho stated that the house sustained damage in Hurricane Harvey, when, in fact, it hadn’t. He falsely represented to the SBA that he would use the disbursed funds to rehabilitate the affected property.



SBA disbursed a federally-funded disaster loan to Kaitho for $71,100. He used the money to pay $25,000 to a mortgage company. Kaitho, who grew up in Kenya, also made a $30,633 wire payment to an individual located in Kenya.

Sentencing is set for June 1. At that time, Kaitho faces up to 10 years in federal prison and a $250,000 maximum possible fine.

https://www.justice.gov/usao-sdtx/pr/houstonian-convicted-scheme-linked-hurricane-harvey