The company had fabricated revenues. Wall Street, which had run the
stock price up, was fooled. Thousands of people lost their life savings.
Regulators scrambled to pick up the pieces while Congress held hearings
to determine what went wrong.
No, it's not Enron. The company in question was Equity Funding, an
insurance firm based in Los Angeles that went bust in 1973.
Flameouts have long been a feature of American business. In fact,
every few years, a new scandal seems to surface, often with the same
ingredients: corporate greed, gullible accountants, high-powered
connections, and broke investors.
But the latest such collapse is a particularly spectacular one. The
name "Enron" has already become shorthand for "disaster," a symbol of
what can go wrong when hubris spreads through an executive suite and
financial reports become a skim coat over wide cracks in finances.
If nothing else, Enron's collapse will prompt a hard look at
accounting practices, retirement plans, and other key aspects of US
capitalism - as well as the enforcement powers of the Securities and
Exchange Commission.
"When the seventh-largest corporation crashes and burns, the wreckage
is diverse and scatters in many directions," says Robert Reischauer,
president of the Urban Institute in Washington.
The degree to which Enron has fallen is summed up by the fact that
its stock may now be worth more as a souvenir than as a certificate of
ownership. Bob Kerstein, an accountant and financial historian, is
offering Enron stock certificates on his collector web site,
Scripophily.com, at $100 a pop. Or he was - right now he's sold out.
Thus a firm that once was seen as an economic pioneer is now keeping
company with Disney figurines and pillows crocheted with sayings that
purport to be witty.
"They will be great collectibles," says Mr. Kerstein of the Enron
certificates.
Not that scandal in the financial markets is anything new. In the
1920s, for example, investors bought shares in Grey Goose Airways, which
promised to build a plane with wings that flapped.
Even after the Securities and Exchange Commission started patrolling
the markets in 1934, fraud-tinged bankruptcies continued. In recent
years, large corporate collapses have included that of the Bank for
Commerce and Credit International (BCCI), which entangled Washington
insiders, and Lincoln Savings Bank, which cast a long shadow over
Congress.
Only two years ago, the SEC brought fraud charges against the
executives of Cendant Corp. - a corporate bust that costs investors
billions.
"History just repeats itself - fraud and greed," says Kerstein.
The Wall Street connection
One of the reasons for the modern-day scandals could be changes on
Wall Street itself.
In the past, most brokers made their money on commissions earned from
the buying and selling of stock. This led Wall Street firms to employ
stock analysts who scrutinized earnings statements looking for clues
about the basic business. The analysts issued buy or sell
recommendations, which could result in commissions.
Yet commissions have dropped dramatically over the past 20 years,
particularly with the advent of discount brokers and online trading
companies. As a result many brokers have downsized their research staff.
The role of the analyst has changed, too, says Don Straszheim, a
former chief economist at a big securities firm.
"The analyst is much more focused on how can I bring investment
banking business to the firm instead of providing valuable investment
advice to the institutional investors," says Mr. Straszheim of
Straszheim Global Advisers in Westwood, Calif.
This shift was most noticeable during the 1990s when the dot.com boom
took off. Recruiters on Wall Street looked for analysts who could
attract new business. They got paid $10 million or more. And many of
those analysts became deeply committed to the companies they had helped
finance.
"We saw growth rates that were completely implausible - growth rates
of 50 percent a year for the next 10 years. No one would have believed
this stuff," says Mr. Straszheim.
In Enron's case, the analysts who covered the firm may not have fully
understood what was going on. "The company was involved in complicated
transactions," says Ed Ketz, an associate professor of accounting at
Penn State University in State College, Pa. "Even the experts had
trouble." As a result, he thinks the analysts started to trust the
company instead of maintaining a skeptical attitude.
Even the rating services that graded Enron's growing debt were
fooled. On Oct. 16, after Enron announced $2 billion in write-downs,
Standard & Poor's affirmed Enron's rating at triple B plus, an
investment grade rating. At the time, Standard & Poor's said it expected
Enron's balance sheet to bounce back.
Not exactly. By the end of November, S&P lowered the rating to junk
bond status and said there was a "distinct possibility" the firm would
file for bankruptcy. A ratings agency analyst who had tracked Enron
says, "In the end if the company is working hard to obscure things and
the audited books aren't any good and things are getting restated, it's
hard to say you're going to be able to accurately portray what the true
financial condition is if you're not given accurate information."
The Enron collapse has been notable in at least two aspects. The
first is that the firm was politically well-wired, the largest single
contributor to the Bush for President campaign and a benefactor of some
top Democrats. The second is that there seemed to be different rules for
Enron executives, who reaped huge financial rewards from sales of
company stock, and lower-level workers, who were prevented from
unloading similar shares in their personal pension funds.
Rethinking pension funds
Congress and the press will surely explore Enron's political
connections in the months ahead. As yet, there seems no evidence that
anyone in government did anything improper as the firm spiraled
downward.
The problems with employee pension funds, however, have already
resulted in legislative calls for changes in the rules governing such
plans. President Bush has said his administration is interested in
examining the issue. "We will take the necessary steps to ensure
appropriate protection for the retirement nest eggs of millions of
Americans," said Treasury Secretary Paul O'Neill.
Sen. Charles Grassley, ranking member of the Committee on Finance,
promises to look into whether companies should be able to restrict
participants in a plan from selling a matching contribution received as
company stock through an employee stock ownership plan.
The Iowa Republican also says he researching whether employees should
be able to sell that stock prior to an arbitrary age set by the company
- a common feature of such plans or similar 401(k) plans where company
stock is contributed.
Employees should be allowed to sell company-contributed stock after
90 days, says Robert Schuwerk, a law professor at the University of
Houston. Legislation has been introduced, too, to mandate
diversification of stock in retirement plans.
Those funny numbers
Accounting reform is receiving similar intense scrutiny in the wake
of Enron's collapse.
One charge is that major accounting firms, including Arthur Andersen,
the firm that audited Enron, face a conflict of interest between their
auditing arms and their consulting business. Firms are accused of using
their auditing practice as a means of opening the door at a firm to sell
profitable consulting contracts.
Andersen served not only as Enron's regular auditor, certifying its
financial statements, but also as its internal auditor. It was paid to
make sure Enron had the right systems to keep its books in order and
detect fraud and irregularities. It was paid $25 million for the audit,
$23 million for consulting services.
Rick Antle, an accounting professor at the Yale School of Management
in New Haven, Conn., sees the scandal as a "wake-up call to examine a
lot of what we do." He did a study in 2000 for the Big Five accounting
firms, including Andersen, which indicated they make 25 cents on every
dollar of auditing fees and 17 cents on consulting dollars.
But the consulting business requires less time of managing partners.
The amount of profits to Andersen from consulting are "real small"
relative to the trouble the firm now faces, he notes.
Another accounting concern is the ability of Enron to count as
revenues the total value of the energy contracts it traded, rather than
merely the profits or losses on those deals. This enabled it to record
revenues of $101 billion in 2000, up from $40 billion in l999. Such
growth prompted excitement in the stock market.
An investment bank, dealing in futures or other similar contracts,
records as revenues only its profits and losses on trades. A third
question was the shift by Enron of various assets and liabilities to
semi-independent partnerships it partly owned. This,
the critics say, enabled Enron to keep off its books large amounts of
debt. Mr. Antle, after going over the financial statements of Enron,
found that the company in footnotes recorded its dealings with these
partnerships. "It's not the case that the whole thing was hidden," he
says.
Nonetheless, Enron needed to record in its own books only the profit
or loss for its share of the partnerships, not the assets and
liabilities of these entities. Last year, those partnerships forced
Enron to restate its earnings. It disclosed in October it had lost $618
million in the most recent quarter and lopped $1.2 billion off its net
worth.
There has been a host of accounting restatements in the past three
years that have cost investors billions of dollars in lost equity. These
restatements were in part caused by rule changes in the SEC in 1998 that
made it tougher for managements to exaggerate earnings.
Still another reform being called for deals with insider trading. At
Enron, a big question is whether Kenneth Lay, the company's chief
executive, and other top executives knew of the perilous financial
status of the firm when they were unloading stock. That's why a letter
written last summer by Sherron Watkins, an Enron Global Finance
executive, to Mr. Lay warning about its accounting practices has caused
a stir in Washington.
Enron's plunge: What went wrong
Since its 1985 founding, Enron Corp. evolved from gas pipelines into
a trading company, pioneering the market for electric-power contracts.
But the firm's ever-rising profits relied heavily on unusual accounting
methods and little-understood financial deals that kept $500 million in
debt off its books.
Then in October, the firm stunned Wall Street with a $638 million
third-quarter loss. As its stock value imploded, trading partners
shunned Enron. The crisis in confidence plunged the firm into
bankruptcy. But deeper causes may emerge from investigations. Enron
concedes it overstated profits by more than $580 million since 1997.
Calls are mounting for tighter regulation of accounting practices.
Laws governing retirement plans such as 401(k)s also face new scrutiny.
The company urged workers to put retirement savings into Enron stock.
This fall, workers were told they couldn't sell shares because the
401(k) plan was being switched to a new administrator.
Investors have launched a fraud lawsuit against 29 current and former
Enron officials who sold $1.1 billion of their own company shares since
1999.