Unlike most companies, Enron would arrange for a third party to invest the minimum 3 percent capital required in an SPE and then sell assets to that SPE. The SPE would finance the purchase of those assets by loans collateralized by Enron common stock. In some cases, undisclosed side agreements made by Enron with an SPE’s nominal owners insulated those individuals form and losses on their investments and, in fact, guaranteed them a windfall profit. Even more troubling, Enron often sold assets at grossly inflated prices to their SPEs, allowing the company to manufacture large “paper” gains on those transactions.
Enron made only nominal financial statement disclosures for its SPE transactions and those disclosures were typically presented in confusing, if not cryptic, language. One accounting professor observed that the inadequate disclosures that companies such as Enron provided for their SPE transactions meant that, “the nonprofessional (investor) has no idea of the extent of the (given firm’s) real liabilities. The Wall Street Journal added to that sentiment when it suggested that Enron’s brief and obscure disclosures for its off-balance sheet liabilities and related-party transactions “were so complicated as to be practically indecipherable.