A brilliantly written book outlining the methods used by corporates to do some crazy accounting gymnastics. A must-read.
### Part One Establishing The Foundation
In early 2001, Joe Nacchio, the CEO of Qwest Communications, stood onstage at a companywide meeting and delivered a rousing speech intended to energize his team and focus them on his priorities for the company. “The most important thing we do is meet our numbers,” Nacchio declared. “It’s more important than any individual product, it’s more important than any individual philosophy, it’s more important than any cultural change we’re making. We stop everything else when we don’t make the numbers.” Through his words and deeds, Joe Nacchio created a culture that resulted in $2.5 billion of phantom earnings, landing himself in federal prison and devastating investors who saw the stock price tumble by 97 percent in the 18 months following his speech.
Senior managers at all publicly traded companies yearn to report positive news and impressive financial results that will satisfy investors and drive the share price higher. While most companies act ethically and follow the rules when reporting their financial performance, some take advantage of gray areas in the rules (or worse, ignore the rules altogether) in order to “make the numbers.
Waste Management: Investors Cannot Always Rely upon the Auditors
Described by the SEC as “one of the most egregious frauds we have seen,” Chicago-based trash hauler Waste Management Inc. (WM) inflated its pretax earnings by $1.7 billion over a six-year period starting in 1992. At that time, it represented the biggest misstatement of income in U.S. corporate history.
Waste Management grew dramatically over the period from 1993 to 1995, spending billions acquiring an unfathomable 441 companies. With these acquisitions came the inevitable special charges against income. These “one-time” charges became so common that during the seven-year period from 1991 to 1997, WM took write-offs in six of those years, totaling $1.6 billion. Since investors typically ignore special charges in evaluating profitability, WM appeared to be in tip-top shape. Also, to keep investors in the dark about what was really happening, WM offset (or “netted”) numerous one-time investment gains from asset sales against these special charges.
Waste Management was also notorious for finding ways to inflate profits by deferring expenses to a later period. The company aggressively capitalized maintenance, repair, and interest costs to the Balance Sheet rather than expensing them, and minimized the depreciation expense on its garbage trucks by using inflated salvage values and lengthening their useful lives.
After the SEC sued Waste Management alleging fraud, we later learned in reviewing the legal documents that its auditor, Arthur Andersen, was aware of accounting problems much earlier but chose to “protect” its client. As far back as 1993, Arthur Andersen quantified misstatements totaling $128 million, which, if recorded, would have reduced net income before special items by 12 percent. The Andersen partners, however, determined that the misstatements were “immaterial,” and they blessed the 1993 financial reports with a clean opinion.
Indeed, each year when Andersen raised accounting concerns with WM, the proposed adjustments and restatements—not surprisingly—were ignored by management. During the 1995 audit, Andersen clearly disagreed with WM’s approach to netting one-time gains against special charges and the choice not to disclose the practice. Here are excerpts from the auditor’s 1995 internal memorandum:
The Company has been insensitive to not use special charges [to eliminate Balance Sheet errors and misstatements that had accumulated in prior years] and instead has used “other gains” to bury charges for Balance Sheet clean-ups.
onsider CUC International, a darling stock for much of the 1980s–1990s, run by Walter Forbes. By the mid-1990s, CUC started making acquisitions that should have given investors a wake-up call. In April 1996 the company acquired Ideon Group for nearly $400 million. Through the merger, CUC inherited substantial litigation obligations, and booked a reserve for these costs totaling $137 million. Shortly after Ideon closed, CUC bought Davidson and Sierra On-Line for around $2 billion. These businesses produced educational software games, completely unrelated to CUC’s core business, and also came with significant merger-related reserves.
Cendant was created in December 1997, through the merger of Henry Silverman’s HFS and Walter Forbes’s CUC International. This practice of creating merger-related reserves continued in late 1997 (when CUC was about to merge with HFS to form Cendant), as CUC set up a reserve to write off a staggering $556 million associated with this deal.
The stock eventually collapsed in March 1998 when accounting problems at CUC were revealed to investors. When the subsequent investigations and litigation concluded, the total costs of the fraud were staggering. Consider that in 1996 and 1997 alone, investigators found more than $500 million of bogus operating income. Walter Forbes was sentenced to 12 years in prison and assessed $3.25 billion in restitution for his crime. And CUC’s auditor, Ernst & Young, which failed to perform the appropriate tests to spot the fraud, paid $300 million to settle class-action litigation.
Enron: Numbers That Seem Unbelievable Should Not Be Believed
Unlike acquisition-fueled frauds like Waste Management and CUC, Enron’s trickery was entirely organic: it simply changed its business model (and accounting policies) in a dramatic way. Enron, perhaps the most recognizable accounting fraud of the past generation, was a largely unknown producer of natural gas that within a few years morphed into an enormous commodities trading company. This dramatic change in business model was accompanied by a meteoric rise in revenues through the late 1990s. In just five short years, Enron’s revenue had increased by an astounding factor of 10, growing from $9.2 billion in 1995 to $100.8 billion in 2000. In 2000 alone, Enron’s sales grew a staggering 151 percent, from $40.1 billion to $100.8 billion.
Curious investors might question how often other companies have managed to grow their revenue from under $10 billion to over $100 billion in just five years. The answer: never. Enron’s staggering increase in revenue was unprecedented, and the company achieved this growth without any large acquisitions along the way. Impossible! Underlying the reported revenue growth was the company’s unusual treatment of trading activities as sales. These transactions resulted in modest profits, but because the notional values of trades were accounted for as part of revenue (and cost of goods sold), it gave the appearance that the business was in a period of hypergrowth.
WorldCom: Focus on Free Cash Flow in Addition to Earnings
Throughout WorldCom’s history, its growth came largely from making acquisitions. (As we will explain later in Part Five, acquisition-driven companies offer investors some of the greatest challenges and risks.) WorldCom’s largest deal closed in 1998 with its $40 billion acquisition of MCI Communications.
Almost from the beginning, WorldCom used aggressive accounting practices to inflate its earnings and operating cash flows. Much like CUC, one of its principal shenanigans involved making acquisitions, writing off much of the costs immediately, creating reserves, and then releasing those reserves into income as needed. With more than 70 deals over the company’s short life, WorldCom continued to “reload” its reserves so that they were available for future releases into earnings.
By early 2000, with its stock price declining and intense pressure from Wall Street to hit earnings targets, WorldCom embarked on a new and far more aggressive shenanigan—moving ordinary business expenses from its Income Statement to its Balance Sheet. One of WorldCom’s major operating expenses was its so-called line costs. These costs represented fees that WorldCom paid to third-party telecommunication network providers for the right to access their networks. Accounting rules clearly required that such fees be expensed and not capitalized. Nevertheless, WorldCom removed hundreds of millions of dollars of its line costs from its Income Statement to please Wall Street. In so doing, WorldCom dramatically understated its expenses and inflated its earnings, duping investors.
As earnings were being overstated, investors would have found some clear warning signs in evaluating WorldCom’s Statement of Cash Flows, specifically, its rapidly deteriorating free cash flow. WorldCom had manipulated both its net earnings and its operating cash flow. By treating line costs as an asset instead of an expense, WorldCom improperly inflated its profits. In addition, since it improperly placed those expenditures in the Investing section rather than the Operating section of the Statement of Cash Flows, WorldCom similarly inflated operating cash flow. While reported operating cash flow appeared consistent with reported earnings, the company’s free cash flow told the real story.
In early 2002, a small team of internal auditors at WorldCom, working on a hunch, were secretly investigating what they thought could be fraud. After finding $3.8 billion in inappropriate accounting entries, they immediately notified the company’s board of directors, and events progressed swiftly from there. The CFO was fired, the controller resigned, Arthur Andersen withdrew its audit opinion for 2001, and the SEC launched its investigation.
WorldCom’s days were numbered. On July 21, 2002, the company filed for Chapter 11 bankruptcy protection, the largest such filing in U.S. history at the time (a record that has since been overtaken by the collapse of Lehman Brothers in September 2008). Under the bankruptcy reorganization agreement, the company paid a $750 million fine to the SEC and restated its earnings in an amount that defies belief. In total, the company reported an accounting restatement that exceeded $70 billion, including adjusting the 2000 and 2001 numbers from the originally reported gain of nearly $10 billion to an astounding loss of over $64 billion. The directors also felt the pain, having to pay almost $25 million to settle class-action litigation.
In a report commissioned by the bankruptcy court judge to investigate the Lehman collapse, attorney Anton Valukas alleged that the company had cleverly misled investors and creditors by hiding $50 billion of debt from its Balance Sheet. This deception related to Lehman’s aggressive interpretation of an arcane (and since changed) accounting rule known as “Repo 105.”
When borrowing cash through very short-term collateralized loans, say for payroll, the cash received should be reflected on the Balance Sheet as a liability, and the assets given in collateral should remain on the borrower’s Balance Sheet. The “Repo 105” rule allowed for an exception when the value of the assets given as collateral represented at least 105 percent of the loan value. In these cases, the transaction was no longer accounted for as a loan, rather it was considered a sale and subsequent repurchase of the collateral assets. Lehman seized upon this loophole and in doing so recorded its collateralized borrowings as asset sales. As such, instead of recording a short-term liability for the cash received, Lehman would record a temporary reduction to its assets.
The bankruptcy examiner’s report highlighted a suspicious spike in Lehman’s Repo 105 transaction balance at the month-ends corresponding with either a quarterly or year-end filing. Since the need for overnight borrowings should remain fairly consistent throughout a quarter, the jump in Repo 105 transactions only on dates corresponding to financial filings may suggests that Lehman artificially depressed its liability balance in order to mislead investors into believing that the company’s leverage was lower. Table 1-2 shows the monthly trend in Lehman’s Repo 105 balance. Note that in May 2008, the Repo 105 balance jumped to $50.8 billion from $24.6 billion in March and $24.7 billion in April 2008. This same suspicious phenomenon is found in the earlier period, as well.
We classify financial shenanigans into four broad groups (discussed in Parts Two to Five in the book): Earnings Manipulation Shenanigans (Part Two), Cash Flow Shenanigans (Part Three), Key Metric Shenanigans (Part Four), and Acquisition Accounting Shenanigans (Part Five).
We have identified the following seven categories of Earnings Manipulation (EM) Shenanigans that result in misrepresentations of a company’s sustainable earnings.
EM Shenanigan No. 1: Recording revenue too soon
EM Shenanigan No. 2: Recording bogus revenue
EM Shenanigan No. 3: Boosting income using one-time or unsustainable activities
EM Shenanigan No. 4: Shifting current expenses to a later period
EM Shenanigan No. 5: Employing other techniques to hide expenses or losses
EM Shenanigan No. 6: Shifting current income to a later period
EM Shenanigan No. 7: Shifting future expenses to the current period
CF Shenanigan No. 1: Shifting financing cash inflows to the Operating section
CF Shenanigan No. 2: Moving cash outflows from the Operating section to other sections
CF Shenanigan No. 3: Boosting operating cash flow using unsustainable activities Shenanigans
Key Metric Shenanigans (Part Four)
So far, we have addressed shenanigans in the traditional financial statements. Increasingly however, business results are presented outside of this format in order to cater to a wider range of company-specific and industry-specific metrics. These include measures such Same-Store-Sales, Bookings, Average Revenue per User (ARPU), Return on Invested Capital (ROIC), Earnings Before Interest, Taxes, Depreciation, and Amortization (EBITDA) and many others. Since they are outside the realm of GAAP, companies have much more latitude in calculating and reporting key metrics. Naturally this creates an opportunity for shenanigans. Part Four introduces two categories of Key Metric (KM) Shenanigans.
KM Shenanigan No. 1: Showcasing misleading metrics that overstate performance
KM Shenanigan No. 2: Distorting Balance Sheet metrics to avoid showing deterioration
Acquisition Accounting Shenanigans (Part Five)
Over the last quarter century, we have found some of the most disturbing shenanigans hidden through the complicated acquisition accounting process. We have therefore added this section to this new edition of Financial Shenanigans to highlight the complexities inherent in evaluating M&A-driven companies and to identify the common shenanigans that often trip up investors.
AA Shenanigan No. 1: Artificially boosting revenue and earnings
AA Shenanigan No. 2: Inflating reported cash flow
AA Shenanigan No. 3: Manipulating key metrics
Whether the goal is preserving a democracy or upholding the integrity of financial reporting, a system of checks and balances is paramount for preventing, uncovering, and punishing improper behavior. And much like the U.S. government, financial reporting has three distinct “branches,” an Income Statement, a Balance Sheet, and a Statement of Cash Flows. When one of these financial statements contains shenanigans, warning signs generally appear on the other ones. Thus, Earnings Manipulation Shenanigans can often be detected indirectly through unusual patterns on the Balance Sheet and the Statement of Cash Flows. Similarly, deciphering certain changes on the Income Statement and the Balance Sheet often can help investors sniff out Cash Flow Shenanigans.
What Environment Breeds Shenanigans?
Companies with structural weaknesses or inadequate oversight provide a fertile breeding ground for shenanigans. Investors should probe a company’s governance and oversight by asking these basic questions: (1) Do appropriate checks and balances exist among senior executives to snuff out corporate misdeeds? (2) Do outside members of the board play a meaningful role in protecting investors from greedy, misguided, or incompetent management? (3) Do the auditors possess the independence, knowledge, and determination to protect investors when management acts inappropriately? And (4) has the company improperly taken circuitous steps to avoid regulatory scrutiny?
In 2008 executives at India’s information technology giant Satyam decided to acquire a company, Maytas, in a transaction that required board approval. The board met and acquiesced to management’s request, even though the CEO’s sons controlled the target company. Specifically, Satyam’s board approved the recommendation to invest $1.6 billion for 100 percent of Maytas Properties and 51 percent of Maytas Infrastructure. (The word Maytas is Satyam spelled backward—another clue for all you Sherlock Holmeses about the related-party nature of the deal.)
The board should have objected to the acquisition not only because the CEO’s sons controlled the target company but also because it made little sense. Any Satyam director should have been puzzled that the company was proposing to invest $1.6 billion in related-party real estate ventures (certainly not its core business) at a time when its core business was under pressure and additional investments would have likely been better directed toward staving off the competition.
While the board agreed to the acquisition, it was aborted the next day after an investor uproar. Satyam’s CEO later told authorities that the deal was the last attempt to replace Satyam’s fictitious assets with real ones. A sign of a healthy and effective board is when a dissenting view overturns a management-driven consensus. That clearly did not happen at Satyam.
The fraud and collapse of Parmalat, the Italian dairy behemoth, has been referred to as the “Enron of Europe.” While the business and accounting issues differ, both Enron and Parmalat had one obvious similarity: independent auditors missed the fraud.
One intriguing fact in this case concerns Parmalat’s change in its primary auditor from Grant Thornton to Deloitte & Touche. Indeed, Parmalat’s chicanery might have continued longer had it not been for an Italian law that requires companies to switch audit firms every nine years. Deloitte & Touche replaced auditor Grant Thornton in 1999 and may have been the first to scrutinize certain offshore accounts, which turned out not to exist (many of which were still audited by Grant Thornton at the time, as they were not subject to Italian law). As a result, fraudulent offshore entities were exposed, including Bonlat, a Cayman Islands subsidiary of Parmalat and one of the primary vehicles used to hide fake assets.