As executive offices go, Patrick Byrne's is understated.
If it were a dress, it would be basic black.
Practical. Hardly at all celebratory. No wall dedicated to the famous he's rubbed shoulders with. No shrine of walnut plaques and oaken frames hanging in acknowledgment of the accomplishments and benevolence of Overstock.com's CEO.
One wall is dominated by a large, framed publicity poster for the movie "Unforgiven." It's a Byrne favorite for its ambiguous treatment of morality — leaving its characters and the audience "unsure who the good guys and bad guys really are."
If you start hearing an echo, it's because over the past four years that's been a recurring theme in Byrne's corporate life. During various stages leading the company he's worn the white hat. The black hat. He's even been the Mad Hatter.
And he's currently being fitted for the white one again, getting props for being among the few to sound the alarm about questionable and risky practices by Wall Street and its ilk leading up to last year's financial meltdown.
Although a switch back to black could be pending, after the Securities and Exchange Commission relaunched an investigation into Byrne's company, asking to take another look at the online discounter's 2006 and 2008 financials, which Byrne has acknowledged contained accounting errors. Byrne's critics say the investigation could prove that Overstock has shown a consistent pattern of fudging its financial performance, year in and year out.
Byrne says the SEC's latest move underscores everything he's been harping on during the last four year.
"We have had two restatements in three years and can't cry about getting an extra dose of scrutiny from Federales," Byrne answers philosophically. "On the other hand, we know that there are a bunch of powerful folks on Wall Street who have continuously tried to get the feds to come after us.
"The last year has shown that guys like Bernie Madoff could pick up the phone and get investigations stopped. What people have to understand is that there are other people on Wall Street who can pick up the phone and get investigations started."
Pin the label
Launching Overstock might seem like a no-brainer today, but back in 1999 it took plenty of panache for Byrne to take a struggling Salt Lake online liquidator, apply a total makeover, and create the forerunner of today's sleek and sassy e-tailer. Overstock, which has become one of the nation's largest online retailers, sells everything from area rugs hand-tufted from Bakhtieri wool ($465.49), to zipper-making kits ($11.75). In 2008 the company generated overall sales of $834 million.
But going against the grain is the Byrne playbook, according to Overstock President Jonathan Johnson. "If there's ever a question (with Patrick) of right or wrong, there's never a debate. But if it comes down to conventional vs. unconventional, all bets are off."
In a lot of ways, Byrne is the anti-CEO. Laid back and approachable, he suffers from a serious Type A deficiency, perhaps helping explain his popularity with Overstock's more than 1,000 rank-and-file employees, who work in two mammoth west-side Salt Lake City warehouses.
Byrne is something of square peg in round hole Utah. He's a bachelor, beer drinking, Libertarian, Catholic who would vote for Mitt Romney if the election were held tomorrow. Try pinning a label on that.
A holder of a Ph.D. in philosophy, he's mostly indifferent about being addressed as "Dr." He dabbled as a professional boxer, has a black belt in tae kwon do, and trained with Royce Gracie, the godfather of Ultimate Fighting, before the sport ever existed.
Byrne is a cancer survivor, no make that a cancer "wonder," beating testicular cancer that metastasized in his chest when he was in his early 20s.
He comes from good business stock. His father, Jack, was an insurance industry titan credited with bringing GEICO back from the brink in the late 1970s. "I grew up in a house where finance was the dinner table conversation," he said.
Byrne somehow made it to middle age without owning a house, although he recently purchased what he sheepishly describes as a "monster home" in Sandy to be closer to his aging parents, who split time between Utah and New Hampshire. Byrne previously lived in a Salt Lake City loft.
Byrne strives to be a regular guy as much as his money and notoriety allow. For most of his life, his worldly possessions could fit in a room twice the size of his office. "My dream was to get everything down so that it could all fit in the trunk of a car," the wanna-be vagabond said.
And not to be a name dropper, but how many people can say Warren Buffett has been their mentor since they were 13 years old?
"Mr. Buffett has been my great teacher. Along with my mother and father, he was the third tailwind in my life," Byrne says proudly. "My parents would let me skip school when he was in town and Mr. Buffett and I would hang out with a bunch of Pepsis (before Buffett purchased a large stake in Coca-Cola). He always had a hip flask filled with cherry syrup which he mixed into his Pepsis."
For many Utahns, though, Byrne will forever be "that voucher guy" for voting with his checkbook in 2007's highly contentious school vouchers debate.
Campaign finance reports showed Byrne and his family contributed more than $4 million to the pro-voucher Parents for Choice in Education. Although it can be strongly argued that he wound up wearing the dunce cap on that one, as fewer than four in 10 Utahns supported his stance.
Agony and the odyssey
Byrne will tell you he never anticipated this odyssey when he launched a public counterattack in 2005 against hedge funds thought responsible for attacking Overstock's share price through "naked short selling," a generally illegal stock market manipulation scheme in which a company's shares are sold without being borrowed.
Naked shorting potentially allows more shares of stock to be sold into the market than actually exist, artificially driving down share prices below true value. For Overstock, the number of issued and outstanding shares is just over 22 million, yet, according to Johnson, the company has been told that naked shorters have conjured up between 35 million and 40 million shares.
That being said, Byrne doesn't have a beef with anyone legitimately shorting, or selling, a stock seeking to profit from a future drop in share price.
Byrne, who's pursued naked shorting with the single-mindedness of Captain Ahab pursuing his White Whale, candidly tells how agonizing it's been watching his reputation put through the shredder in his ongoing pitched battle against Wall Street market chicanery.
Then, the ever-affable entrepreneur ups the ante.
"I think our country has been 'jacked' by Wall Street," he says, noting the ferocity shown by his opponents trying to discredit him and chase him from the scent.
Battle-scarred, Byrne is undeterred. Unlike Jack Nicholson's character in "A Few Good Men," he believes people can handle the truth, although he doesn't think they're always getting it from their leaders and the media today.
Looting the American Dream
It's Byrne's contention that powerful players in the New York financial establishment have "captured" Washington and call the shots, putting American democracy under their thumb. There's no guy on a street corner with a satchel of cash, but a widespread undermining of the system he calls, "regulatory capture."
"Regulate nicely" and you can work seven or eight years at the SEC and there will be a million-dollar job waiting for you on Wall Street. "It's not that they're bribed while at the SEC, but they know which side their bread is buttered on. That's where the influence comes from," Bryne said.
The system was being looted. "I see it as an aquarium with spigots on the bottom and some crooks figured how to open the spigots while Americans are being encouraged to pour savings into the top," he said. "Then those crooks hire some B-list actors with their Midwestern voices to go on television and urge us to put more savings into that aquarium. It's just a racket. A sham."
Congress meanwhile, by electing to chase power and personal gain, has also rendered itself ineffective, Byrne charges.
"It transcends the left and right. The whole party system is broken. I've gradually come to feel that about 80 percent of the people back there don't care," Byrne said. "They listen and try and figure out how to play whatever angle is to their advantage. About 20 percent, across both parties, cared, listened and tried to help.
"I do like Obama. It's a big step up from what we had. I like that we have an educated, intellectually curious president, yet I disagree on many of his policies," Byrne said. "I feel for the guy. He inherited a mess. But I don't think he has his eye on the right ball."
Blame it on dharma
Byrne might consider starting his interviews with a disclaimer: "Opinions about to be expressed will ruffle some feathers."
"I have opinions. I don't try to force them down people's throats," Byrne said, explaining he didn't sign away his First Amendment rights when he became a CEO. "When people ask for my opinion, I give it to them."
Chalk it up to dharma, the Hindu concept often translated to mean "one's duty." Bryne prefers an alternate definition: "Acting because of the way one's wired."
Byrne said he didn't set out to make enemies of America's most powerful institutions. "It came down to the way choices unfolded and presented themselves; how each individual choice seemed to make sense at the time."
Byrne has literally talked to a cast of thousands during the last four years, including regulators, politicians, bureaucrats, reporters, talk show hosts and ordinary citizens during his naked short selling crusade. He made some gaffes, including a widely reported 2005 conference call with analysts where he famously made mention of a Sith Lord — referencing the fictitious dark side cult in the Star Wars books and movies — deemed responsible for naked shorting shenanigans thought to be then plaguing Overstock.
Bryne still won't name this would-be Sith Lord, although Johnson, who joined the company as its first in-house counsel in 2002, provided insight recently when he equated the Sith Lord to "a loosely affiliated group of bad actors on Wall Street."
Following the Sith Lord episode, Byrne might as well have turned one of the Death Star's ion cannons on himself and his company. Word spread that Overstock's eccentric boss was losing it, which was increasingly reflected in the media. Was Patrick off his meds? Could he be doing drugs? Even his father, serving as an Overstock director at the time, publicly questioned in 2006 what was going on with his son and his naked short selling "jihad."
Byrne's feedback loop processed this as further evidence of a web of conspiracy and continued lobbing accusatory grenades.
Matters turned more bizzare when Byrne implicated billionaire Mark Cuban, owner of the Dallas Mavericks, during a televised rant decrying naked short selling in late December 2005.
Byrne said Cuban's "friends" were trying to get the SEC or Department of Justice to investigate him. "The people I'm up against are mobsters," he said. "I fully expect you're going to hear about the police stopping me with a pound of heroin, or a dead body, or something in my trunk."
Cuban may have been laughing on the outside at the time, but he still took Byrne to task on his weblog. "Patrick Byrne is a paranoid fool." Cuban wrote. "I am short 20K shares (of Overstock) … because a rule of thumb I have is that companies run by people I feel are paranoid fools tend to go out of business."
In retrospect, Byrne knows it sounds corny, but he remembers feeling like an impotent version of Jack Bauer from TV's "24." "I knew the bomb was there, but I couldn't get it disarmed. I couldn't get people to wake up to it."
Byrne went from marginalized to relevant again almost as fast as his brand new Tesla all-electric sports car accelerates from zero-to-60 mph (see accompanying story).
When the nation's financial sector seized up last October in the wake of collapses by investment giants Bear Stearns and Lehman Brothers, naked short selling was considered one of the possible accelerants. Overnight, the enigmatic 46-year-old's message found traction. CNBC's Charles Gasparino took on-air notice in early September when he acknowledged, "Patrick Byrne was right, all along. The Overstock guy that everybody made fun of, and then every Wall Street CEO mimics him right now."
Rep. Greg Hughes, R-Draper, who campaigned unsuccessfully with Byrne in favor of vouchers, said it's gratifying to see him getting the last word. "Time is proving everything Patrick warned about naked short selling was true," Hughes said.
Even the SEC flip-flopped, no longer denying that naked shorting exists in the markets and taking some limited actions to curb it.
"He shot awfully straight for someone who's supposed to be a loose cannon," observed wingman Johnson, expressing genuine admiration.
Cade Metz, U.S. editor for The Register, a British-based science and technology Web site heretofore unabashed about taking Byrne to task, explains that even though the Overstock CEO's message hasn't changed, the economy post-Lehman Brothers has. People started realizing what Byrne had been talking about might be a problem.
"Whether he's right or wrong about something, Byrne shoots from the hip in ways the average CEO isn't going to do," Metz said. "I think his methods at time are flawed, and a little bit over the top, and that's going to hurt him some. But at the same time, with the naked shorting thing, he had some very good points.
"He's an intelligent, incredibly quotable guy. And he's fearless. In the face of the whole world calling him a nutcase, he kept going and he's still going," says Metz, who first wrote about Byrne and Overstock several years ago following what he then considered an "implausible" tip from a Byrne operative.
The tip eventually turned into a story authored by Metz telling of a possible conspiracy involving online encyclopedia Wikipedia to discredit Byrne and his naked short selling campaign. Metz also linked Gary Weiss, an author and former Business Week senior writer turned blogger, to the Wikiduggery.
Critics strike back
Like charting a company's stock price, the business of Wall Street can rarely be depicted in a straight line.
So, too, the erstwhile hero continues being vilified in certain quarters for a host of foibles as well as accusations that he's conducting his own accounting voodoo at Overstock, which has yet to turn a profit throughout its first decade of existence.
Blogger Sam Antar, who promotes himself as a reformed securities huckster, turned white-collar crime fighter, regularly uses Byrne and Overstock for a dartboard. Antar is in rapture over the SEC's decision to subpoena Overstock's financial statements. Early last week, he blogged, "Since CEO Patrick Byrne took control of Overstock.com in 1999, every single financial report issued by the company has at least initially violated GAAP and other SEC disclosure rules."
Byrne doesn't think Antar should get his hopes up as the restatements involve a trio of bookkeeping mistakes that when added and subtracted together decrease the company's bottom line by a mere $2 million against a total of $5 billion that was originally reported. "That's just four cents on $100," Byrne said.
Another accuser is the aforementioned Weiss, who makes a cottage industry of attacking Byrne and Overstock, which he calls his "favorite corporate crime Petri dish." Weiss and a cadre of bloggers also energetically bash Byrne as thin-skinned, petty and retailatory.
Metz expects the back and forth between Byrne and his critics to continue, doubting anyone will ever completely know the truth. "It's an absolutely phenomenal story," Metz said.
Byrne dismisses Weiss and Antar et al. as krill at the bottom of the food chain — foot soldiers in an elaborate Wall Street coverup of naked short selling by hedge funds and the New York City-based Depository Trust & Clearing Corp. DTCC is the settlement house for the nation's securities industries, settling more than $1.88 quadrillion in securities transactions in 2008, according to its Web site.
"Where do I even begin? I know it sounds crazy," Byrne admits in all earnestness. "But there was a campaign organized by the DTCC and several hedge funds to paint Patrick Byrne as crazy and that stopped anyone from seriously looking into this."
Stuart Goldstein, DTCC managing director for corporate communications, says the DTCC is highly regulated and subject to multiple levels of oversight. He calls Byrne "ill-informed" and says the SEC has already looked into and addressed these issues.
"It's a figment of Patrick (Byrne's) imagination. The critical point in all of this," Goldstein said, "is that DTCC is involved after the trade, not before the trade. "Aggressive short selling and naked short selling are trading strategies, and DTCC is not involved in the trading process.
"We have also never described Patrick as being crazy. Now his behavior may have led some to that conclusion, but we have never described him in that fashion," Goldstein said. "We do try and correct misinformation Patrick has put out and to respond in a straightforward way to what he's brought up."
Byrne expresses confidence how the Overstock story will turn out and says doubters are destined to get their heads handed to them.
Byrne said that Overstock went from a $2 million-a-year to an $800 million-a-year business on a shoestring during its first five years. Then the shoestring broke in year six and the company had no choice but to get leaner and gain efficiencies to survive.
Yesterday's streamlining is today's reason for optimism. He's positioning Overstock for an aggressive Christmas sales season — projecting that the company will turn that ever-elusive profit not only in the fourth quarter, but for the year as well. "We're building a great company here. We're spitting out a lot of positive cash flow." I think that's getting harder and harder for people to deny."
Byrne is less sure how his fight with Wall Street will end. "There's a great intellectual curiosity for me in what's going on right now. Will the good guys win, or are the forces of evil too deep?
"The gods don't like a chortling winner and I'm not saying I've won, although I don't think there's anybody that doesn't get that we were substantially right about most or all of our criticisms."
Encouraged by a growing chorus of discontent over how Wall Street goes about its business, Byrne wonders if it will translate into meaningful action. He frets about the truth getting buried, which is why he wants to trade on his increased credibility now to help push for genuine reforms. "We still haven't done the right things to fix it."
With so many irons in the fire, Byrne isn't actively looking to bolt Overstock. But his radar is turned on and he sounds convincing when he says this will be his last business endeavor. But first he has to see this thing through with Wall Street, which is likely to keep him anchored in his adopted Utah at least several more years.
If he left, what would he do? He'd really like to buy a ranch somewhere. "That's my hobby, searching online looking for ranches," Byrne says flashing a grin. "One thousand acres will do, where I can see 'em coming in all directions and just stay put."
Whether it be West Texas or the West Indies, whenever Byrne makes good on those plans, he shouldn't be too hard to track. Just be on the lookout for the guy wearing a white hat. Or was it black?
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