Contract and United Airlines

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  • Topic: 1985, Contract, Form 10-K
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  • Published : March 20, 2013
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Cardillo Travel Systems, Inc.
ACT 1
Russell Smith knew why he had been summoned to the office of A. Walter Rognlien, the 74-year-old chairman of the board and chief executive officer (CEO) of Smith’s employer, Cardillo Travel Systems, Inc. Just two days earlier, Cardillo’s in-house attorney, Raymond Riley, had requested that Smith, the company’s controller, sign an affidavit regarding the nature of a transaction Rognlien had negotiated with the United Airlines. The affidavit stated that the transaction involves $203,000 payment by United Airlines to Cardillo but failed to disclose why the payment was being made or for what specific purpose the funds would be used. The affidavit included a statement indicating that Cardillo’s stockholders’ equity exceeded $3 million, a statement that Smith knew to be incorrect. Smith also knew that Cardillo was involved in a lawsuit and that court injunction issued in the case required the company to maintain stockholders’ equity of at least $3 million. Because of the blatant misrepresentation in the affidavit concerning Cardillo’s stockholders’ equity and a sense of uneasiness regarding United Airlines’ payment to Cardillo, Smith had refused to sign the affidavit.

When Smith stepped into Rognlien’s office on that day in May 1985, he found not only Rognlien but also Riley and two other Cardillo executives. One of the other executives was Esther Lawrence, the firm’s energetic 44-year-old persistent and chief operating officer (COO) and Rognlien’s wife and confidante. Lawrence, a long-time employee, had assumed control of Cardillo’s day-to-day operations in 1948. Rognlien’s two sons by a previous marriage had left the company in the early 1980s following a power struggle with Lawrence and their father.

As Smith sat waiting for the meeting to begin, his apprehension mounted. Although Cardillo had a long and proud history, in recent years the company had begun experiencing serious financial problems. Founded in 1935 and purchased in 1956 by Rognlien, Cardillo ranked as the fourth-largest company in the travel agency industry and was the first to be listed on a national stock exchange. Cardillo’s annual revenues had steadily increased after Rognlien acquired the company, approaching $100 million by 1984. Unfortunately, the company’s operating expenses had increased more rapidly. Between 1982 and 1984, Cardillo posted collective losses of nearly $1.5 million. These poor operating results were largely due to an aggressive franchising strategy implemented by Rognlien. In 1984 alone that strategy more than doubled the number of travel agency franchises operated by Cardillo.

Shortly after the meeting began, the overbearing and volatile Rognlien demanded that Smith sign the affidavit. When Smith steadfastly refused, Rognlien showed him the first page of an unsigned agreement between United Airlines and Cardillo. Rognlien then explained that the $203,000 payment was intended to cover expenses incurred by Cardillo in changing from American Airlines’ Apollo system. Although the payment was intended to reimburse Cardillo for those expenses and was refundable to United Airlines if not spent, Rognlien wanted Smith to record the payment immediately as revenue.

Not surprisingly, Roglien’s suggested treatment of the United Airlines payment would allow Cardillo to meet the $3 million minimum stockholders’ equity threshold established by the court order outstanding against the company. Without hesitation, Smith informed Rognlien that recognizing the United Airlines payment as revenue would be improper. At that point, “Rognlien told Smith that he was incompetent and unprofessional because he refused to book the united payment as income. Rognlien further told Smith that Cardillo did not need a controller like Smith who would not do what was expected of him”.

ACT 2
In November 1985, Helen Shepherd, the audit partner supervising the 1985 audit of Cardillo by Touche Ross, stumbled across...
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