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This presentation is intended for use in higher education for instructional purposes only, and is not for application in practice. Permission is granted to classroom instructors to photocopy this document for classroom teaching purposes only. All other rights are reserved. Copyright 2003, 2005 by the American Institute of Certified Public Accountants, Inc., New York, New York.
In years 8 and 9, four of the worlds largest banks were involved and lost over $500 million
To restore income to $10, need $10 more dollars of revenue to generate $1 more dollar of income.
Bank
$100 Million Fraud Profit Margin = 10 % $1 Billion in Revenues Needed At $100 per year per Checking Account, 10 Million New Accounts
$7 million fraud
Types of Fraud
Fraudulent Financial Statements Employee Fraud Vendor Fraud Customer Fraud Investment Scams Bankruptcy Frauds Miscellaneous Frauds The common element is deceit or trickery!
from BankruptcyData.com Company 1. WorldCom 2. Enron 3. Conseco 4. Texaco 5. Financial Corp of America Assets (Billions) $103.9 $63.4 $61.4 $35.9 $33.9 When Filed July 2002 Dec. 2001 Dec. 2002 April 1987 Sept. 1988
6. Global Crossing
7. PG&E 8. UAL 9. Adelphia 10. MCorp
2003, 2005 by the AICPA
$30.2
$29.8 $25.2 $21.5 $20.2
Jan. 2002
April 2001 Dec. 2002 June 2002 March 1989
Executive Incentives
Meeting Wall Streets Expectations
Stock prices are tied to meeting Wall Streets earnings forecasts Focus is on short-term performance only Companies are heavily punished for not meeting forecasts Executives have been endowed with hundreds of millions of dollars worth of stock optionsfar exceeds compensation (tied to stock price) Performance is based on earnings & stock price
Firm A
Firm B
Auditorsthe CPAs
Failed to accept responsibility for fraud detection (SEC, Supreme Court, public expects them to detect fraud) If auditors arent the watchdogs, then who is? Became greedy--$500,000 per year per partner compensation wasnt enough; saw everyone else getting rich Audit became a loss leader
Easier to sell lucrative consulting services from the inside Became largest consulting firms in the U.S. very quickly (Andersen Consulting grew to compete with Accenture)
A few auditors got too close to their clients Entire industry, especially Arthur Andersen, was punished for actions of a few
Educators
Need to teach Ethics more Need to teach students about fraudoffer a fraud course Need to teach students how to think
We have taught them how to copy, not think We have asked them to memorize, not think We have done what is easiest for us and easiest for our students
2003, 2005 by the AICPA
xxx
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3. Accept returned goods from customers 4. Write off receivables as uncollectible 5. Collect cash after discount period
6. Collect cash within Cash, sales discount period discounts, accounts receivable
2003, 2005 by the AICPA
Overstating Inventory
The second most common way to commit financial statement fraud is to overstate inventory.
Beginning Inventory Purchases Goods Available for sale Ending Inventory Cost of Goods Sold Income
2003, 2005 by the AICPA
Disclosure Frauds
Three Categories of Disclosure Frauds:
1. Overall misrepresentations about the nature of the company or its products, usually made through news reports, interviews, annual reports, and elsewhere 2. Misrepresentations in the management discussions and other non-financial statement sections of annual reports, 10-Ks, 10-Qs, and other reports 3. Misrepresentations in the footnotes to the financial statements
Enron Fraud
Compared to other financial statement frauds, Enron was very complicated. WorldCom, for example, was a $7 billion fraud that involved simply capitalizing expenses (line costs) that should have been expensed (Accounting 200 topic). Enron involved many complex transactions and accounting issues. What we are looking at here is an example of superbly complex financial reports. They didnt have to lie. All they had to do was to obfuscate it with sheer complexityalthough they probably lied too. Senator John Dingell
2003, 2005 by the AICPA
Enrons History
In 1985 after federal deregulation of natural gas pipelines, Enron was born from the merger of Houston Natural Gas and InterNorth, a Nebraska pipeline company. Enron incurred massive debt and no longer had exclusive rights to its pipelines. Needed new and innovative business strategy Kenneth Lay, CEO, hired McKinsey & Company to assist in developing business strategy. They assigned a young consultant named Jeffrey Skilling. His background was in banking and asset and liability management. His recommendation: that Enron create a Gas Bank to buy and sell gas
2003, 2005 by the AICPA
The Motivation
Enron delivered smoothly growing earnings (but not cash flows.) Wall Street took Enron on its word but didnt understand its financial statements. It was all about the price of the stock. Enron was a trading company and Wall Street normally doesnt reward volatile earnings of trading companies. (Goldman Sacks is a trading company. Its stock price was 20 times earnings while Enrons was 70 times earnings.) In its last 5 years, Enron reported 20 straight quarters of increasing income. Enron, that had once made its money from hard assets like pipelines, generated more than 80% of its earnings from a vaguer business known as wholesale energy operations and services.
Enrons Arrogance
Enrons banner in lobby: Changed from The Worlds Leading Energy Company to THE WORLDS LEADING COMPANY
1998
1999
$31.2 B
$40.1 B
$703 M
$893 M
$590 M
$643 M
2000
$100.1 B
$979 M
$827 M
* Without LJM1, LJM2, Chewco and the Four Raptors partnerships. There were hundreds of partnershipsmainly used to hide debt.
2003, 2005 by the AICPA
Originally had a good business purpose Help finance large international projects (e.g. gas pipeline in Central Asia) Investors wanted risk and reward exposure limited to the pipeline, not overall risks and rewards of the associated company Pipeline to be self-supported, independent entity with no fear company would take over SPE limited by its charter to those permitted activities only Really a joint venture between sponsoring company and a group of outside investors Cash flows from the SPE operations are used to pay investors
2003, 2005 by the AICPA
Mark-to-Market Accounting
Accounting and reporting standards for marketable securities, derivatives and financial contracts are found in FAS 115 and FAS 133. Changes in market values are reported in the income statement for certain financial assets and in shareholders equity (component of Accumulated Other Comprehensive Income) for others Gains often determined by proprietary formulas depending on many assumptions about interest rate, customers, costs and prices provides opportunities for management to create and manage earnings Enron often recognized revenue at the time contracts (even private) were signed based on net present value of all future estimated revenues and costs. Profits really tracked price of oil futuresalmost perfectly correlated
LJM1 SPE
Responsible for 20% of SPE restatement or $100 million Should have been consolidatedan error in judgment by Andersen (per Andersen) After Andersens initial review in 1999, Enron created a subsidiary within LJM1, referred to as Swap Sub. As a result, the 3% rule for residual equity was no longer met. Andersen was reviewing this transaction again at the time problems were made public involved complex issues concerning the valuation of various assets and liabilities.
2003, 2005 by the AICPA
Enrons Disclosures
SEC Regulation S-K requires description of related-party transactions that exceed $60K and for which an executive has a material interest Related Party Transactions footnote included in Forms 10-Q and 10-K beginning with second quarter of 1999 through 2nd quarter of 2001 From 2000 annual report Enron entered into transactions with limited partnerships whose general partners managing partner is a senior official of Enron. (Fastow)
2003, 2005 by the AICPA
5/15/2001
8/14/2001 11/19/2001
The Skeptics
Jonathan Weil, Energy traders cite gains, but some math is missing, The Wall Street Journal (Texas ed.) 9/20/2000 Feb. 2001 analyst report from John S. Herold, Inc. by Lou Gagliardi and John Parry Bethany McLean, Is Enron overpriced? Fortune, 3/5/2001
2003, 2005 by the AICPA
Net Income (from Operations) Would expect to be about zero over time
*From the Income Statement **From the Statement of Cash Flows
2003, 2005 by the AICPA
Negative Cash Flows: 1st three quarters in 1999, 1st three quarters in 2000, 1st two quarters in 2001.
2003, 2005 by the AICPA
Role of Andersen
Was paid $52 million in 2000, the majority for non-audit related consulting services. Failed to spot many of Enrons losses Should have assessed Enron managements internal controls on derivatives tradingexpressed approval of internal controls during 1998 through 2000 Kept a whole floor of auditors assigned at Enron year around Enron was Andersens second largest client Provided both external and internal audits CFOs and controllers were former Andersen executives Accused of document destructionwas criminally indicted Went out of business My partner friend I had $4 million in my retirement account and I lost it all. Some partners who transferred to other firms now have two equity loans and no retirement savings.
No
Sarbanes-Oxley Bill contains many key provisions
Executive sign off Requirement to have internal controls Rules for accountants (mandatory audit partner rotation; Oversight Board, limitations on services, etc.)