Enron Corporation
The most important guideline that the authoritative bodies implemented for SPEs, the so-called 3 percent rule, proved to be extremely controversial. This rule allowed a company to omit an SPE’s assets and liabilities from its consolidated financial statements as long as parties independent of the company provided a minimum of 3 percent of the SPE’s capital. Almost immediately, the 3 percent threshold became both a technical minimum and a practical maximum. That is, large companies using the SPE structure arranged for external parties to provide exactly 3 percent of an SPE’s total. The remaining 97 percent of an SPE’s capital was typically contributed by loans from external lenders, loans arranged and generally collateralized by the company that created the SPE.
Many critics charged that the 3 percent rule undercut the fundamental principle within the accounting profession that consolidated financial statements should be prepared for entities controlled by a common ownership group. “There is a presumption that consolidated financial statement are more meaningful than separate statements and that they are usually necessary for a fair presentation when one of the companies in the group directly or indirectly has a controlling financial interest in the other companies. Business Week chided the SEC and FASB for effectively endorsing the 3 percent rule.
Because of a gaping loophole in accounting practice. Companies can create arcane legal structures, often called special-purpose entities (SPEs). Then, the parent can bankroll up to 97 percent of the initial investment in an SPE without having to consolidate it… The controversial exception that outsiders need invest only 3 percent of an SPE’s capital for it to be independent and off the balance sheet came about through tumbles by the Securities and Exchange Commission and the Financial Accounting Standards Board.
Throughout the 1990s, many companies took advantage of the minimal legal and accounting guidelines for SPEs to divert huge amounts of their liabilities for off-balance sheet entities. Among the most aggressive and innovative users of the SPE structure was Enron, which created hundreds of SPEs. 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.
Just as difficult to analyze for most investors was the integrity of the hefty profits reported each successive period by Enron. As Sherron Watkins revealed in the letter she sent to Kenneth Lay in August 2001, many of Enron’s SPE transactions resulted in the company’s profits being inflated by unrealized gains on increases in the market value of its own common stock. In the fall of 2001, Enron’s board of directors appointed a Special Investigative Committee chaired by William C. Powers, dean of the University of Texas Law School, to study the company’s large SPE transactions. In February 2002, that committee issued a lengthy report of its findings, a document commonly referred to as the Powers Report by the press. This report discussed at length the “Byzantine” nature of Enron’s SPE transactions and the enormous and improper gains those transactions produced for the company.
Accounting principles generally forbid a company from recognizing an increase in the value of its capital stock in its income statement… The substance of the Raptors (SPE transactions) effectively allowed Enron to report gains on its income statement that were….. (attributable to) Enron stock, and contracts to receive Enron stock, held by the Raptors.
In fact, several months earlier, Andersen representatives had become aware of Enron’s rapidly deteriorating financial condition and become deeply involved in helping the company’s executives cope with that crisis. Andersen’s efforts included assisting Enron officials in restructuring certain of the company’s SPEs so that they could continue to qualify as unconsolidated entities. Subsequent press reports revealed that in February 2001, frustration over the aggressive nature of Enron’s accounting and financial reporting decisions caused some Andersen officials to suggest dropping the company as an audit client.
On December 12, 2001, Joseph Berardino testified before the committee on Financial Services of the U.S. House of Representatives. Early in that testimony, Berardino freely admitted that members of the Enron audit engagement team had made one major error while analyzing a large SPE transaction that occurred in 1999. “We made a professional judgment about the appropriate accounting treatment that turned out to be wrong.” According to Berardino, when Andersen officials discovered this error in the fall of 2001, they promptly notified Enron’s executives and told them to “correct it.” Approximately 20 percent of the $600 million restatement of prior earnings announced by Enron on November 8, 2001, was due to this item.
The remaining 80 percent of the earnings restatement involved another SPE that Enron created in 1997. Unknown to Andersen auditors, one-half of that SPE’s minimum 3 percent “external” equity had been a result, that entity did not qualify for SPE treatment, meaning that its financial data should have been included in Enron’s consolidated financial statements from its in the fall of 2001, they immediately informed Enron’s accounting staff. Andersen also informed the company’s audit committee that the failure of Enron officials to reveal the source of the SPE’s initial funding could possibly be construed as an illegal act under the Securities Exchange Act of 1934. Berardino implied that the client’s lack of candor regarding this SPE exempted Andersen of responsibility for the resulting accounting and financial reporting errors linked to that entity.
Berardino’s testimony before Congress in December 2001 failed to appease Andersen’s critics. Over the next several months, Berardino continually found himself defending Andersen against a growing torrent of accusations. Most of these accusations centered on three key issues. First, many critics raised the controversial and longstanding “scope of services” issue when criticizing Andersen’s role in the Enron debacle. Over the final few decades of the twentieth century, the major accounting firms had gradually extended the product line of professional services they offered to their major audit clients. A research study focusing on nearly 600 large companies that released financial statements in early 1999 revealed that for every $1 of audit fees those companies had paid their independent auditors, they had paid those firms $2.69 for nonaudit consulting services. These services included a wide range of activities such as feasibility studies of various types, internal auditing, design of accounting systems, development of e-commerce initiatives, and a varied assortment of other information technology (IT) services.
Enron CorporationThe most important guideline that the authoritative bodies implemented for SPEs, the so-called 3 percent rule, proved to be extremely controversial. This rule allowed a company to omit an SPE’s assets and liabilities from its consolidated financial statements as long as parties independent of the company provided a minimum of 3 percent of the SPE’s capital. Almost immediately, the 3 percent threshold became both a technical minimum and a practical maximum. That is, large companies using the SPE structure arranged for external parties to provide exactly 3 percent of an SPE’s total. The remaining 97 percent of an SPE’s capital was typically contributed by loans from external lenders, loans arranged and generally collateralized by the company that created the SPE.Many critics charged that the 3 percent rule undercut the fundamental principle within the accounting profession that consolidated financial statements should be prepared for entities controlled by a common ownership group. “There is a presumption that consolidated financial statement are more meaningful than separate statements and that they are usually necessary for a fair presentation when one of the companies in the group directly or indirectly has a controlling financial interest in the other companies. Business Week chided the SEC and FASB for effectively endorsing the 3 percent rule. Because of a gaping loophole in accounting practice. Companies can create arcane legal structures, often called special-purpose entities (SPEs). Then, the parent can bankroll up to 97 percent of the initial investment in an SPE without having to consolidate it… The controversial exception that outsiders need invest only 3 percent of an SPE’s capital for it to be independent and off the balance sheet came about through tumbles by the Securities and Exchange Commission and the Financial Accounting Standards Board.Throughout the 1990s, many companies took advantage of the minimal legal and accounting guidelines for SPEs to divert huge amounts of their liabilities for off-balance sheet entities. Among the most aggressive and innovative users of the SPE structure was Enron, which created hundreds of SPEs. 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.
Just as difficult to analyze for most investors was the integrity of the hefty profits reported each successive period by Enron. As Sherron Watkins revealed in the letter she sent to Kenneth Lay in August 2001, many of Enron’s SPE transactions resulted in the company’s profits being inflated by unrealized gains on increases in the market value of its own common stock. In the fall of 2001, Enron’s board of directors appointed a Special Investigative Committee chaired by William C. Powers, dean of the University of Texas Law School, to study the company’s large SPE transactions. In February 2002, that committee issued a lengthy report of its findings, a document commonly referred to as the Powers Report by the press. This report discussed at length the “Byzantine” nature of Enron’s SPE transactions and the enormous and improper gains those transactions produced for the company.
Accounting principles generally forbid a company from recognizing an increase in the value of its capital stock in its income statement… The substance of the Raptors (SPE transactions) effectively allowed Enron to report gains on its income statement that were….. (attributable to) Enron stock, and contracts to receive Enron stock, held by the Raptors.
In fact, several months earlier, Andersen representatives had become aware of Enron’s rapidly deteriorating financial condition and become deeply involved in helping the company’s executives cope with that crisis. Andersen’s efforts included assisting Enron officials in restructuring certain of the company’s SPEs so that they could continue to qualify as unconsolidated entities. Subsequent press reports revealed that in February 2001, frustration over the aggressive nature of Enron’s accounting and financial reporting decisions caused some Andersen officials to suggest dropping the company as an audit client.
On December 12, 2001, Joseph Berardino testified before the committee on Financial Services of the U.S. House of Representatives. Early in that testimony, Berardino freely admitted that members of the Enron audit engagement team had made one major error while analyzing a large SPE transaction that occurred in 1999. “We made a professional judgment about the appropriate accounting treatment that turned out to be wrong.” According to Berardino, when Andersen officials discovered this error in the fall of 2001, they promptly notified Enron’s executives and told them to “correct it.” Approximately 20 percent of the $600 million restatement of prior earnings announced by Enron on November 8, 2001, was due to this item.
The remaining 80 percent of the earnings restatement involved another SPE that Enron created in 1997. Unknown to Andersen auditors, one-half of that SPE’s minimum 3 percent “external” equity had been a result, that entity did not qualify for SPE treatment, meaning that its financial data should have been included in Enron’s consolidated financial statements from its in the fall of 2001, they immediately informed Enron’s accounting staff. Andersen also informed the company’s audit committee that the failure of Enron officials to reveal the source of the SPE’s initial funding could possibly be construed as an illegal act under the Securities Exchange Act of 1934. Berardino implied that the client’s lack of candor regarding this SPE exempted Andersen of responsibility for the resulting accounting and financial reporting errors linked to that entity.
Berardino’s testimony before Congress in December 2001 failed to appease Andersen’s critics. Over the next several months, Berardino continually found himself defending Andersen against a growing torrent of accusations. Most of these accusations centered on three key issues. First, many critics raised the controversial and longstanding “scope of services” issue when criticizing Andersen’s role in the Enron debacle. Over the final few decades of the twentieth century, the major accounting firms had gradually extended the product line of professional services they offered to their major audit clients. A research study focusing on nearly 600 large companies that released financial statements in early 1999 revealed that for every $1 of audit fees those companies had paid their independent auditors, they had paid those firms $2.69 for nonaudit consulting services. These services included a wide range of activities such as feasibility studies of various types, internal auditing, design of accounting systems, development of e-commerce initiatives, and a varied assortment of other information technology (IT) services.
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