You had to figure that some of the backdating episodes under investigation were due to misinterpretation of GAAP; you had to figure some were attributable to flat-out administrative screw-ups. Neither of those circumstances should be considered acceptable in a publicly-traded company: if a firm is going to compensate employees with these instruments, its managers should know how to use them properly.
And you had to figure that some of the episodes could be attributed to outright intentional lying. That’s what appears to have happened in the top offices at Brooks Automation (NASDAQ:BRKS), which released its amended 10-K yesterday showing the effects of its restatement efforts.
The firm “… recorded approximately $5.8 million of non-cash, stock-based compensation expense in connection with a stock option held by former CEO Robert J. Therrien that we have concluded he was permitted to exercise in November 1999 despite its expiration in August of 1999.”
Previously, the option was exercised two days before it expired because a loan given to Therrien by the company for the purpose of exercising the option allegedely took place a couple months before the grant. The backdating of the option was “deemed” to have taken place at the time of the loan - even though it happened months later.
When this is all over, a word count of the times “deem” is involved in such transactions will show some interesting results, maybe. “Deeming” a transaction is the corporate equivalent of time travel when it comes to option dating; in retrospect, it turns out that at least in some cases, it’s really corporate “magical thinking.”)