Consolidation rules require that the SPEs be truly independent in order to avoid consolidation. That mens that they should be capitalized with outside equity and effective control should remain with outside parties. Enron violated both of these requirements . First, in many cases Enron guaranteed the investment of its "outside"investors. That meant that the investors did not have the required risk of loss. And second, the management of the SPEs was often Enron employees with outside investors not serving in a mangement capacity. In the restatement of its 1997-2000 financial statements in the third quarter of 2001.Enro consolidated the SPEs.The effect was to recognize on-balance-sheet hundreds of millions of dollars of debt, to record asset impairments of approximately $1 billion, and to reduce stockholders' equity by $1.2 billion. The restatement eroded investor confidence and triggered violations of debt convenants that ultimately resulted in the bankruptcy of the company.
How much could investors have learned about these SPE activities from Enron’s annual report? Exhibit 3.19 contains an excerpt from Enron’s 2000 annual report , year the year before its bankruptcy.
The only mention of the SPEs was in a related party footnote. Enron described the hedging of its investment (merchant) portfolio and revealed that the SPEs has been capitalized with Enron common stock. It also disclosed that the managing partner of the SPE was an executive of Enron and highlighted the disclosures in a separate “Related Party” footnote. In hindsight, the disclosures proved more significant than they first appeared. Analysts are now paying much more attention to these details following the billions of dollars of losses that resulted from Enron’s collapse.