When Forbes asked me
to write on the topic "the lessons of Enron", I considered the question
up and down, from the left and from the right, from inside and out. And
you know what I concluded?
There are no
lessons of Enron.
Enron teaches us nothing new;
it does remind us of lessons we should have learned long ago, and that we need to re-learn again and again. The
Enron story is useful because it reaffirms old truths. So I will proceed
not with the lessons of Enron, but with the reminders from Enron.
Enron reminds us that if something seems too good to be true, it
probably is.
It reminds us that
a revolution is
not a tea party.
It reminds us to
distrust complicated
answers.
It reminds us that
being accurate is not the same as being truthful.
Enron reminds us
that the Mafia is a good business model—but not to
companies on the New York stock Exchange.
It reminds us that
conflicts of interest matter, and that
with power comes responsibility.
It reminds us that
the most dangerous delusion is self-delusion.
None of this is
new; all of it bears repeating.
Enron was formed in
1986 out of a merger of natural gas pipeline companies, Houston Natural
Gas and InterNorth. Kenneth Lay, a PHd in economics
and a former Navy officer and federal regulator engineered the merger as
head of Houston Natural Gas and he was named chairman and CEO.
Originally the
company was to be called Enteron. But someone
looked that name up in the dictionary and found that that word—Enteron--
means "intestines." So they decided to drop the "te"
and go with Enron.
Lately the company
has talked about returning to its roots and changing its name: maybe it
should call itself intestines, inc.
In 1996, Lay
promoted Jeffrey Skilling to president and chief operating officer.
Skilling had joined the company as a senior executive in 1990. Over the years, Skilling would advocate
a business philosophy that de-emphasized hard assets such as plants and
pipelines in favor of trading and so-called wholesale management
services. 1990 was also the year Andrew Fastow, a former banker, joined
Enron. By 1998, he was CFO.
In 1993, Enron
joined a partnership with the California
Public Employees Retirement System (CALPERS) to develop energy projects.
The partnership was referred to by its initials: JEDI.
By 2001, Enron had registered more than 3000
partnerships. With the exception of a few, what they
were all for remains a mystery. In July 2000, Enron
entered a 20-year deal with Blockbuster to supply video-on-demand.
Eight months later the deal was abandoned, and there was still no
video-on-demand. The agreement provided that profits
would be shared equally: Enron claimed a profit of $111 million; Blockbuster's profit
was zero.
In 1986, Enron had
sales of $7.5 billion. Sales rose for a few years
and then fell. By 1993, they had recovered to just
under $8 billion, slightly higher than where they started seven years
earlier. In 1995, two years later they took off, rising by 38% in one
year, then by 53%, then 54%, then 28%. Between 1999
and 2000, Enron's sales increased by 151% to $101 billion.
The next year it
went bankrupt.
How did this
happen? The answer brings us to our first reminder.
The tragedy of Enron is not its fall,
but its rise.
Since Enron
declared bankruptcy six months ago, there has been a mass of
recriminations. Who is to blame-- Enron's
executives, its accountants, the bankers, the analysts, the regulators?
I am here to name a new villain: Fortune Magazine.
Now I say this not because Fortune is Forbes' main competitor.
And I say this despite the fact that one Fortune writer, Bethany McLean,
became deservedly famous as a lone voice raising questions about Enron
at a time when no one else was. I say this because
of that magazine's famous list, the Fortune 500.
As everyone knows,
Enron was #7 on the Fortune 500 for 2000. The list gained added
attention when Enron moved up two slots to #5 for 2001, despite
going bankrupt. Indeed, had it not been for the
unfortunate fact of its bankruptcy, Enron might have challenged
Exxon-Mobil and Walmart for the #1 slot. This is
nuts.
The reason Enron
was #7 (or #5) is because Fortune measures a company's size solely by
revenues or sales. Fortune is not alone in this--
most often when someone asks how big a company is, they mean, first and
foremost, what are its sales? Enron's sales were as phony as anything
else. But Fortune gave—and still gives-- those sales
full faith and credit. In fact, the revenues were as
phony as anything else about Enron.
Now most of the
attention lavished on Enron has been on the games it played with its
balance sheet-- its use of off-the-books partnerships to obscure
billions of dollars in debt. Much less notice has gone to its income
statement. But it was the incredible revenues that
truly made Enron the Corporation From Another Planet.
Before it went
bust, Enron was building the $5 million man. on a
per-employee basis, Enron had revenues of $5 million.
This is eight times the revenues-per-employee of Microsoft, three
times that of Goldman Sachs, 12 times General Electric, 18 times IBM.
What was in the water down in Houston?
Nothing real. More
than 90% of Enron's revenues were from its trading operations-- the
trading of energy futures contracts and other derivatives. Enron booked
these revenues using what is known as gross accounting. By ratcheting up
the trading and booking trades at gross, Enron was able to
average 57% annual sales growth rates in its latter years.
Now some financial
analysts, will tell you this doesn't matter as long as you understood the revenue
reports. But I am quite
certain that even many of the most sophisticated analysts did not understand Enron's
revenues. I am even more certain that the average investor had no idea.
Seeing a company that was high on the Fortune 500, a company still
growing like crazy-- that alone would generate a lot of faith. An
investor putting his money in the seventh largest company in the United
States might do that with a great deal of confidence.
The most telling contradiction to
Enron's stratospheric ranking is perhaps how inconsequential Enron's collapse was. I
didn't feel it—did you? Did you notice any change in the energy supply,
in the natural gas market, in anything? We'd notice the loss of IBM, or Fedex for that matter. But Enron went under without a ripple. We lost a
$100 billion business, yet who misses it.
Enron's profits were small, tiny compared to its brethren in the Fortune
Top 10. Companies with roughly the same sales totals as Enron, GE and IBM
had roughly 15 and 8 times Enron's profits. Investors and lenders
should have asked: where is the profit in all this
activity?
And this brings us to—
At the beginning of
the Enron Affair, there was a lot of talk about whether Enron was
another dot-com. There are substantial similarities
with the dot-coms. But people also see Enron as a
big company—it was #7 on the Fortune 500 for gosh sakes!--
and therefore much different. Of course,
Enron, even if we properly discount its revenues, was a much larger
concern than the dot-coms, with something like 25,000 employees.
But it was similar to a dot-com in how it sold itself as in the
vanguard of a revolution.
As Enron expanded
into energy trading, broadband and telecommunications, it was often said
to be at the center of not just one "revolution,"
but several, with telecommunications, the Internet, and energy
deregulation among them.
Now whenever anyone
tells you his business is revolutionary, start counting the silverware.
There are revolutions in business, but they tend to be
surrounding major inventions, such as the telephone or the light bulb,
or even Windows. Or they are part of widespread
economic and social movements, such as the industrial revolution, the
use of interchangeable parts on an assembly line, or the rise of
personal computers.
But Enron invented
nothing. It had no proprietary systems. Its
revolution was based on an alleged ability to make a market in anything,
from natural gas to water to broadband capacity. Of
course, one company can't make a market by itself, and this was mostly
hype. Energy deregulation may be a real phenomenon,
but the idea that one company would become dominant through deregulation
seems nutty on its face.
The market for
excess broadband never amounted to anything.
The Blockbuster
video-on-demand deal epitomizes how Enron was oversold. Ken Lay
announced the deal with great fanfare in July 2000.
He called it "the killer app for the entertainment industry."
At the time there
was still a lot of talk about killer apps and about revolutions. Every
day companies sent out press releases calling this or that tweak in
Internet technology "revolutionary." The fact was
all of them put together, as impressive as they were, wouldn't amount to
a decent coup d'etat, let alone a revolution. Enron was going to use the
Blockbuster initiative as a demonstration of its broadband capacity.
Though the project
never amounted to anything more than a pilot project, Enron sold-- or
appeared to sell-- its interest in the deal to a Canadian bank for $115
million-- and then claimed nearly all of that money as profit right
away. It told analysts it would generate $45 billion
in revenue-- though when and how remains a mystery as there were
virtually no paying customers. Soon the deal went
bust. Today, Blockbuster says the technology to
create true video on demand is still years off.
But Enron for a
brief period managed to coalesce new dreams about broadband with ancient
dreams of Hollywood dreams and voila!
The lesson here is
that real revolutions are few and far between. Claims of revolution
outnumber actual revolutions by 1,000 to 1. Enron made several such
claims and a lot of people believed them. Why? It's hard to know, but
Enron's size, its growth, and the general insanity of the day are no
doubt both factors.
It is often said
that investors, even small investors, should not simply trust analysts
or company executives or other professionals, that they should take
responsibility and do their own research. Yeah, right. To really do
anything amounting to research takes many more hours than most people
have time for.
The best most
people can hope for is to have some additional insight that builds on
the basic research of others. There is, specifically, no real way for
the average investor to second-guess a company's numbers.
Even professional investors don't often purport to do that.
Indeed, the genius
of the U.S. securities markets is that most of the time we can blindly
trust the numbers. We don't need to think a lot because the market
digests all the available information and puts that information into the
share prices. This is sometimes called the random walk theory of
investing. There is a large body of academic research that says that no
one can consistently beat the market because the market is such an
efficient sponge of information.
But when a company reports even basic
information ways that are fundamentally incomprehensible, we should
stand up and say: "Huh? What? Say that
again?"
Consider this line
from Enron's 2000 annual report: "Enron builds wholesale businesses
through the creation of networks involving selective asset ownership,
contractual access to third-party assets and market-making activities."
This is not a
line from footnote 43. It's the very first line of the section
describing its business. If you
pick up an annual report and can't read the first line, maybe you
shouldn't read the second line either. And you probably shouldn't
invest.
My point is that
when people in business can't describe what they do, they are hiding something
from you. Or are fooling themselves. Either way, be wary. The ability to
explain something simply implies a greater understanding, not a lesser
one.
A subset of this
idea relates to accounting, and it brings us to…
When you read the report issued by Enron's
board, the overwhelming impression is how convoluted some of Enron's
off-the-books partnership deals were. This is
because they were trying to hide what they were doing behind a veil of
complexity. Accounting shouldn't be a sport for
geniuses-- that defeats the point of transparency.
Enron's accounting
got hard because they were trying to comply in the most literal and
technical sense with the accounting rules.
At the same time they did all kinds of violence to the spirit of those
rules. A rule is by its very nature always
a minimum, not a maximum. It's not enough for a company to comply with the technical accounting
rules if the effect of that compliance is to mislead.
This is basic to securities law.
The idea of accounting is that a dollar here is comparable to a
dollar there. Even if Enron and Andersen took care to adhere to the
technical rules--and there is reason to believe they often did not--they
violated this cardinal principle.
Enron operated as if all it needed
was to pass the minimum, and they were
done.
In its audits of
Enron, Andersen seems to have abandoned representational drawing for
abstract impressionism or surrealism. Jackson Pollock may have been a
great artist, but you don't want him painting your living room. Salvador
Dali may have been a genius, but you don't want him painting your house.
Enron seemed
designed as an entity where no one, not even the people at the top,
would know too much. When Jeff Skilling testified to Congress, he
outlined a system of plausible deniability: No one should know what the
guy down the hall is doing; when anyone asks, refer them to the lawyers
or the accountants. If the lawyers or accountants get curious--or, God
forbid, an analyst or journalist asks the wrong questions--tell him to
mind his own business.
This may be just a
coincidence, but the same management technique was long favored by Mafia
families: No one knows too much. No one asks questions. The boss stays
aloof from the soldiers and delivers instructions cryptically and
through intermediaries. If a guy gets caught red-handed, he dummies up
-- hence the parade of Enron execs invoking the 5th amendment.
Of course no one
has gotten whacked at Enron, which is unfortunate for us financial
journalists. But that's the only difference.
Skilling in his
testimony and Lay in statements made by spokesmen seem geared to defend
themselves by saying they relied on the lawyers and the accountants, who
told them all the financing arrangements were kosher.
I doubt this will succeed because I suspect there were at least a
few people who told them that the arrangements were shaky at best. I
also believe there will be many aspects of what they did that constitute
criminal violations of the securities laws, about which they cannot deny
knowledge.
The toughest
questions will be the simple ones: such as why did Skilling abruptly
quit the company. The continual presentation of Enron as a $100 billion
company without explaining what that number meant in context could
itself be fraud-- and everyone at Enron knew they were doing that.
What were the company's assents and what were its liabilities? No
detailed knowledge of specific partnership transactions should be
required. Any CEO should be able to answer that in simple terms, and no
expert advice should be needed to understand his answer.
When he was a
lawyer—a long, long time ago, in a galaxy far, far away-- Abe Lincoln
advised lawyers: "Resolve to be honest at all events; and if in your own
judgment you cannot be an honest lawyer, resolve to be honest without
being a lawyer."
I
believe lawyers are as honest as other people, but they often appear
dishonest. They do this by putting themselves in
uncomfortable, even ridiculous situations. Perhaps this is what happened
to Enron's lawyers at Vinson & Elkins. Vinson &
Elkins is the largest law firm in Texas and supposedly one of its most
prestigious.