第1章
When Numbers Tell Lies: The Dangerous Game of Financial Manipulation
In 2002, WorldCom shocked markets with a $3.8 billion accounting fraud that would eventually grow to $11 billion. Their stock plummeted 94% in just months. Enron's collapse a year earlier had already wiped out $74 billion in shareholder value. These weren't isolated incidents but dramatic examples of what former SEC Chairman Arthur Levitt called "the numbers game" - a widespread practice of manipulating financial reporting to create altered impressions of business performance.
This book, hailed by Warren Buffett as "essential reading for serious investors," has become required material at top business schools including Harvard and Wharton. It provides a forensic examination of how companies manipulate accounting to mislead investors and stakeholders. As legendary investor Peter Lynch noted, "Understanding these techniques is the difference between being fooled and being informed."
第2章
The Financial Numbers Game: A High-Stakes Manipulation
The financial numbers game involves companies deliberately manipulating accounting practices to create altered impressions of business performance. This widespread but little-challenged custom has evolved into a dangerous game among market participants with potentially devastating consequences.
When companies engage in creative accounting, they're seeking several powerful rewards. The primary objective is often to boost share prices, as investors pay premium prices for sustainable and growing earnings streams. Higher share prices increase market valuation, reduce capital costs, and enhance management wealth through equity stakes and options. Other motivations include improving debt ratings to reduce borrowing costs, creating additional slack in debt covenant restrictions, boosting profit-based executive bonuses, and reducing political costs for high-profile firms by avoiding increased regulation or taxation.
The consequences of getting caught, however, can be catastrophic. Financial statements users are regularly shaken by corporate disclosures of "accounting irregularities" requiring downward revisions of current and prior-year results. These revelations often trigger dramatic share price declines, as seen with companies like Sybase, Bausch & Lomb, Nine West, MicroStrategy, Sunbeam, California Micro Devices, Waste Management, Cendant, Aurora Foods, and Baker Hughes.
Consider Centennial Technologies, which fraudulently overstated assets to misrepresent earning power. When the deception was discovered, its stock price collapsed from $55.50 to $3 in just three weeks. Similarly, when Twinlab's aggressive revenue recognition practices came to light, its share price plunged from $20 to under $3.
Why does this happen? Imagine you're driving on a highway where everyone is speeding. If you maintain the legal limit, you'll be passed by competitors and possibly punished by impatient investors. This pressure creates a race to the accounting bottom, where companies feel compelled to stretch the rules just to keep pace with industry peers who are already doing so.
As Warren Buffett once remarked, "Only when the tide goes out do you discover who's been swimming naked." The financial numbers game works until it doesn't - and when it fails, the consequences can be swift and severe.
第3章
How the Game Is Played: Exploiting Accounting Flexibility
The financial numbers game exploits the inherent flexibility in accounting principles, which exists because economic conditions and transactions vary significantly across companies. This flexibility, when properly applied, allows companies to present their financial results fairly. However, it also creates opportunities for manipulation.
Accounting flexibility manifests in numerous ways. For goodwill amortization, three medical companies demonstrate varying practices: Matria Healthcare uses 5-15 year periods, Allergan uses 7-30 years, and C.R. Bard uses 15-40 years - all within the same industry. For inventory, companies choose between LIFO (last-in, first-out) and FIFO (first-in, first-out) methods based on their reporting needs. LIFO provides more current cost information for the income statement while FIFO better values inventory on the balance sheet.
When playing the financial numbers game, companies stretch this flexibility beyond intended limits. Waste Management artificially boosted earnings with extended useful lives and inflated residual values for equipment. Bausch & Lomb overshipped contact lenses and sunglasses to distributors while insufficiently providing for returns. Aurora Foods misreported promotional expenses paid to retailers by postponing recognition until retailers sold the product rather than when goods were shipped, requiring restatements that wiped out $81.5 million of pretax earnings.
Earnings management represents a specialized form of the game where companies guide reported earnings toward predetermined targets, typically creating artificially smooth growth patterns. General Electric demonstrates this practice, maintaining remarkably smooth earnings growth despite its diverse and cyclical business segments. GE has offset one-time gains with restructuring charges and timed asset sales to produce gains when needed.
In particularly bad years, companies may take a "big bath" by writing down assets wholesale, making an already disappointing year even worse but cleaning up the balance sheet to reduce future expenses. Sears took this approach with a massive $2.7 billion restructuring charge in 1992 when reporting a $4.3 billion pretax operating loss, creating reserves that would later boost earnings in subsequent years.
While aggressive accounting pushes GAAP boundaries without crossing them, fraudulent financial reporting deliberately exceeds GAAP limitations with premeditated intent to deceive. At California Micro Devices, fraud became so pervasive that employees joked about "delayed shipments" (their euphemism for fake sales), with up to 70% of quarterly revenue being fraudulent. Upon restatement, 1994's reported $5.1 million profit became a $15.2 million loss.
Think of accounting principles as guardrails on a mountain road. They're designed to keep financial reporting on a safe path, but determined drivers can still steer around them - sometimes with disastrous results.
第4章
Earnings Management: The Art of Meeting Expectations
In today's market, missing earnings forecasts by even a penny can trigger severe stock price declines. This unforgiving environment has intensified the practice of earnings management - the active manipulation of earnings toward predetermined targets.
The primary condition that drives forecast-based earnings management is when pre-managed earnings fall below consensus estimates. When Cisco Systems beat analyst forecasts by exactly one penny for 13 consecutive quarters, it wasn't likely coincidence. Companies face immense pressure to meet or exceed Wall Street expectations, and this pressure drives creative accounting behaviors.
Evidence of earnings management comes from both SEC enforcement actions and academic research. The SEC's Accounting and Auditing Enforcement Releases (AAERs) reveal that premature or fictitious revenue recognition is the most common violation. Companies typically target areas with potential for material impact on earnings and where accounting flexibility exists.
Academic studies show patterns consistent with earnings management. There's a striking asymmetry in earnings distributions - small profits are much more common than small losses, small earnings increases more common than small decreases, and companies just meeting or barely exceeding consensus forecasts are more numerous than those just missing forecasts.
Consider how this works in practice. When companies try to meet earnings forecasts, analysts typically exclude nonrecurring items when comparing results to forecasts. This means simply using nonrecurring items to meet earnings targets is often ineffective. More effective approaches include boosting end-of-period sales through special incentives, reducing discretionary spending, keeping expense accruals at the lower end of acceptable ranges, or expanding what gets classified as nonrecurring.
Earnings management requires stealth to be effective. Companies employ various deceptive practices and cover-up techniques, including discarding invoice copies, creating false documents, recording fake inventory items, making false journal entries, backdating agreements, changing computer clocks, and altering legitimate documents.
Is earnings management good or bad? Views range from good to inconsequential to bad, depending on methods used and objectives pursued. "Bad" earnings management involves hiding real performance through artificial entries or unreasonable estimates, while "good" earnings management represents reasonable practices in a well-managed business.
When earnings are managed to maximize incentive compensation, the impact depends on whether such actions were anticipated in the compensation plan design. If contemplated, the earnings management may be harmless. However, if managers use unanticipated techniques, they may earn excessive compensation at shareholders' expense.
Think of earnings management as a form of financial cosmetics. A little touch-up might enhance natural features, but excessive application creates a false impression that eventually washes away - often at the worst possible moment.
第5章
The SEC Responds: Cracking Down on Creative Accounting
In 1998, SEC Chairman Arthur Levitt delivered a landmark speech at New York University declaring war on "accounting hocus pocus." He observed that companies were increasingly using creative accounting as markets severely punished those missing earnings forecasts by even a penny. While acknowledging accounting principles needed flexibility, Levitt argued this flexibility was being exploited to create illusions in financial reports.
Levitt identified five major creative accounting practices: (1) big bath charges - using overstated restructuring charges to clean up balance sheets and create future income; (2) creative acquisition accounting - manipulating merger accounting, particularly through in-process R&D write-offs; (3) cookie jar reserves - using unrealistic liability assumptions to stash earnings during good years for use in bad times; (4) materiality - deliberately recording small errors that still impact earnings per share; and (5) revenue recognition - improperly booking revenue before sales are complete or products delivered.
His action plan called for a cooperative public-private sector effort to restore confidence in financial reporting. The nine-point program was organized into four categories: improving the accounting framework, enhancing outside auditing, strengthening the audit committee process, and pursuing cultural change.
Following the speech, the SEC issued three significant Staff Accounting Bulletins: SAB 99 on Materiality (August 1999), which emphasized that materiality judgments must consider qualitative factors beyond numerical thresholds; SAB 100 on Restructuring and Impairment Charges (November 1999), which restricted the timing of exit cost accruals; and SAB 101 on Revenue Recognition, which clarified that revenue could only be recognized when four criteria were met: persuasive evidence of arrangement, delivery completion, fixed pricing, and reasonable assurance of collection.
The SEC's Division of Enforcement simultaneously launched a campaign against accounting fraud, filing actions against 68 people at 15 different companies. Enforcement Director Richard Walker warned, "Cook the books, and you will go directly to jail without passing Go."
The SEC also extended its cleanup efforts to the auditing profession, addressing "weak-kneed auditors" particularly those providing consulting services to audit clients. The Blue Ribbon Committee on Improving the Effectiveness of Corporate Audit Committees recommended that audit committees comprise at least three financially literate, independent members, with at least one having accounting expertise.
Early evidence suggested Levitt's initiatives created meaningful change. Technology acquisitions saw in-process R&D allocations drop from 72% to 45% of purchase prices, while special charges including restructuring and merger costs declined significantly. At least 32 companies changed their revenue recognition practices in response to SEC scrutiny.
The market itself proved to be a powerful enforcer - companies with questionable accounting practices suffered dramatic share price declines. Examples included Boston Scientific's 20% three-day drop after improper sales bookings were disclosed, Tyco International's 24% three-week decline following questionable acquisition accounting, and McKesson HBOC's staggering 48% single-day collapse after revenue recognition problems emerged.
Despite these improvements, creative accounting won't disappear entirely as long as potential rewards remain. In fact, those still playing the numbers game may simply become more sophisticated in their deception.
第6章
Recognizing Premature or Fictitious Revenue: The Top Accounting Deception
Revenue recognition is often the starting point for creative accounting due to its prominence on the income statement and direct impact on earnings. For many companies, especially startups, valuation is calculated as a multiple of revenue, making this a prime area for aggressive accounting practices.
Premature revenue recognition involves recording legitimate sales earlier than GAAP allows, while fictitious revenue recognition means recording nonexistent sales entirely. The distinction between these practices often blurs into a gray area, similar to the boundary between aggressive accounting and fraud.
When should revenue be recognized? Revenue should be recognized when it's both earned (when a company has substantially accomplished what it must do to be entitled to the revenue) and realized or realizable (when goods and services are exchanged for cash or claims to cash that are readily convertible).
The SEC issued Staff Accounting Bulletin No. 101 to address aggressive revenue recognition practices, adopting four key criteria: persuasive evidence of an arrangement must exist, delivery must have occurred, the vendor's fee must be fixed or determinable, and collectibility must be probable.
Companies employ numerous deceptive variations to boost revenue prematurely. Twinlab Corp. booked sales orders before complete shipment, while Peritus Software recorded revenue when orders were received rather than shipped. Some companies ship products after a reporting period ends but backdate transactions, as Pinnacle Micro did by predating shipping records and even resetting computer calendars.
"Channel stuffing" represents another abuse where companies like Bausch & Lomb induce distributors to overbuy through deep discounts, effectively borrowing sales from future periods. Side letters - secret agreements that modify or nullify official sales terms - represent another deceptive practice that undermines legitimate revenue recognition.
While offering return privileges isn't inherently problematic for revenue recognition, several conditions must be met: the sales price must be fixed, payment can't be contingent on resale, the buyer must be economically separate from the seller, payment obligations must remain despite theft or destruction of products, and sellers must be able to estimate future returns.
Revenue from related parties raises questions about whether sales would occur absent the relationship between parties. While GAAP doesn't prohibit recognizing related-party revenue, it requires full disclosure of the relationship nature, transaction descriptions, dollar amounts, financial statement effects, and amounts due between parties.
Detecting improperly recognized revenue requires careful analysis. Prematurely or fictitiously recognized revenue often isn't collected, causing unusual increases in accounts receivable. Tracking accounts receivable days (A/R days) can reveal questionable practices. Sunbeam's aggressive bill-and-hold scheme in 1997 showed sales growth of 18.7% but accounts receivable growth of 38.5%, increasing A/R days from 79.2 to 92.3.
When evaluating potentially fictitious revenue, consider whether the company has the physical capacity to generate the reported amounts. At Flight Transportation, Inc., an air charter company overstated tourist revenue by claiming 120 flights (with 109 in the fourth quarter alone) - an impossible feat given their fleet size.
Think of revenue recognition as the foundation of a financial statement. When that foundation is compromised through premature or fictitious recognition, the entire structure becomes unstable and eventually collapses.
第7章
Aggressive Capitalization: Tomorrow's Expenses Today
Aggressive capitalization policies allow companies to report current expenses as assets, postponing expense recognition and artificially boosting earnings. These "assets" are then amortized over future periods, burdening those periods with expenses that should have been recorded earlier.
The matching principle guides capitalization decisions, where expenses should be matched with related revenue when reasonable and practicable. For example, inventory costs are charged to expense when inventory is sold, not when purchased, ensuring costs and revenue appear in the same period.
Most costs don't have clear associations with specific revenue, requiring systematic allocation policies to approximate the matching principle. Long-lived assets that generate revenue over several periods have their costs allocated over those periods. This approach works well for tangible purchases like property and equipment but becomes subjective with recurring expenditures that lack discrete purchase events.
America Online's 1996 case illustrates the potential for manipulation. The company took a $385 million charge to write down capitalized subscriber acquisition costs. AOL had postponed expensing costs of manufacturing and distributing promotional disks, but the SEC disagreed with this treatment, likening these costs to advertising expenses. Without this capitalization policy, AOL would have reported a loss in 1996 rather than $62.3 million in pretax earnings.
Software development costs can be capitalized only after technological feasibility is reached - defined as the point when necessary planning, designing, coding, and testing establish that the software can meet design specifications. Before this point, costs are expensed as research and development. The determination of when technological feasibility occurs involves significant management judgment, allowing companies to potentially manage earnings by timing this decision.
American Software increased its capitalization rate from 42.2% in 1998 to 51.9% in 2000, boosting pretax earnings by $6.8 million in 2000 alone. Conversely, Microsoft expenses all software development costs, claiming SFAS 86 doesn't materially affect them.
Capitalized costs are amortized over future periods to match expenses with the revenue they help generate. GAAP provides no specific guidance on appropriate amortization periods, giving management significant discretion. By extending these periods, companies can lower periodic expenses and increase earnings.
Semiconductor companies demonstrate this variability - Cypress Semiconductor depreciates buildings over 7-10 years, while Diodes uses 20-55 years. For Vitesse Semiconductor, extending equipment depreciation from 4 to 6 years would reduce expenses by $11.3 million, boosting pretax income by 14%.
Extended amortization periods not only lower expenses but also inflate asset book values on the balance sheet. When asset book values exceed expected future cash flows, impairment losses must be recorded to write them down to fair value. Many recent impairment charges stem from extended amortization periods that were unrealistically long.
To detect aggressive capitalization, analysts should examine what capitalized costs represent, whether they have market value separate from the company, and if the company has a history of aggressive capitalization. Companies like Sciquest.Com capitalize customer acquisition costs that could create significant earnings drag - they recorded $9.1 million in customer acquisition expense in Q4 1999 against just $3.9 million in annual revenue.
Imagine a company as a marathon runner who, instead of properly pacing themselves, sprints at the beginning by pushing current expenses into the future. Eventually, that future arrives, and the accumulated burden of deferred expenses becomes too heavy to bear.
第8章
Misreported Assets and Liabilities: Balance Sheet Deceptions
A direct connection exists between misreported balance sheet items and earnings manipulation. When assets like accounts receivable or inventory are overvalued, expenses are postponed and earnings inflated. Similarly, undervalued liabilities artificially boost earnings by reducing reported expenses.
Accounts receivable can be overvalued through premature revenue recognition or by undervaluing the allowance for doubtful accounts. By minimizing the provision for doubtful accounts expense, companies overstate the net realizable value of receivables. The problem surfaces later when the allowance proves inadequate, requiring additional provisions.
When accounts receivable are overvalued, they typically increase faster than revenue, and A/R days rise to historically high levels that exceed industry norms. This is especially concerning when revenue is flat or declining, as it suggests customers may be experiencing financial difficulties.
Inventory overvaluation understates cost of goods sold and artificially inflates net income. The Cisco Systems case illustrates how quickly inventory problems can develop even without intentional misreporting. After experiencing rapid growth through 2000, Cisco hit a wall when telecommunications orders plummeted following the burst of the Internet bubble. The company was forced to take a massive $2.5 billion inventory write-down in April 2001.
Analysis of Cisco's quarterly data showed warning signs: inventory grew much faster than revenue (with quarterly increases exceeding 25%), while inventory days more than doubled from 41.3 days to 89.6 days in just one year. The company had built up raw materials (increasing from 11.8% to 37.2% of total inventory) anticipating continued growth that never materialized.
Companies using LIFO accounting can manipulate interim results by misestimating inflation rates, as seen with Winn-Dixie Stores which initially overestimated inflation at 1.1% before correcting to 0.3% in its fourth quarter. LIFO liquidations can also artificially boost earnings when older, lower-cost inventory is sold during rising price environments.
Undervalued liabilities are reported at less than the present value of the underlying obligation, creating overly optimistic earnings expectations. When properly settled or adjusted, these liabilities result in losses or expenses.
Accrued expenses payable represent recognized but unpaid expenses reported as liabilities on the balance sheet. When these expenses are underaccrued, future earnings will suffer from higher than normal expense levels when the liability is eventually increased or when payment is made. For instance, General Electric underaccrued its warranty obligations in 1998, which would later impact earnings when properly recognized.
Income tax expense plays a crucial role in calculating reported net income. When a company's effective tax rate departs significantly from the typical 35-40% range, it may indicate manipulation. Slight reductions can dramatically boost earnings.
Contingent liabilities depend on future events to confirm the existence, amount, payee, or date of an obligation. They're accrued only when it's probable a liability exists and can be reasonably estimated. Failing to accrue such liabilities overstates net income and shareholders' equity.
Lee Pharmaceuticals exemplifies this problem - despite knowing about soil contamination since 1987 and having cleanup estimates of $465,200-$700,000 by 1991, they made no loss accrual through 1996, significantly overstating their financial results.
Think of a company's balance sheet as a photograph of its financial position at a specific moment. Misreported assets and liabilities are like digital alterations to that photograph - they may create a more appealing image, but they don't change the underlying reality.
第9章
Creative Income Statement Presentation: Perception Management
Classification creativity within income statements involves strategically moving items to alter key subtotals and perceptions of financial performance. As APB Opinion No. 30 doesn't strictly define operating income, companies exercise considerable judgment in what to include or exclude from this important subtotal.
Companies show patterns in how they classify nonrecurring items. Restructuring, asset impairment, and special charges typically appear within operating income, while investment gains often appear outside it. Operations-related items generally stay within operating income, though sometimes with tenuous connections.
With market emphasis on recurring or sustainable earnings, companies have incentives to make classification decisions that influence operating income levels. Statement users often view operating income as a better indicator of sustainable earnings than lower subtotals, despite its potential inclusion of nonrecurring items.
The focus on alternative performance measures has intensified, with some investors now valuing companies on sales (the "top line") rather than net income. This creates incentives for creative accounting in revenue reporting. Internet retailers like Amazon, B&N.com, and EToys show varied practices in classifying fulfillment costs, with most including only inbound/outbound shipping and packaging in cost of sales while pushing other fulfillment costs to SG&A, thereby improving gross margins.
Beyond classification manipulation, income statement creativity takes additional forms including: combining disparate items in "other income and expense" categories to obscure nonrecurring items; using euphemistic terminology (particularly "r" words like restructure, realign, and rationalize) to put a positive spin on negative events; emphasizing the "noncash" nature of charges that will eventually require cash outflows; and exploiting materiality concepts to avoid disclosing items that might affect investor perception.
Pro-forma earnings measures represent another significant creative accounting tactic, using GAAP information to produce decidedly non-GAAP performance metrics. Companies justify these alternative measures as providing better understanding of their true operating performance by excluding items they deem non-representative of ongoing business.
EBITDA (earnings before interest, taxes, depreciation, and amortization) remains popular despite criticism for failing to include working capital requirements, interest, and taxes. Companies frequently characterize EBITDA as cash flow despite it not representing operating cash flow under GAAP.
While pro-forma measures can potentially provide better indicators of sustainable performance, they currently exist in an unregulated environment without standardized development guidelines. Companies rarely justify these alternative measures, which sometimes appear driven simply to improve apparent financial performance.
Consider how Amazon.com's 2001 first-quarter release presented pro-forma operating and net losses before GAAP results. Amazon explicitly stated that "Management measures the progress of the business using this pro-forma information" and provided detailed reconciliations between GAAP and pro-forma results. Their adjustments excluded stock-based compensation, amortization of goodwill, impairment-related costs, non-cash items, and equity losses.
Think of income statement presentation as theatrical staging. By carefully arranging the elements and lighting, companies can direct the audience's attention to the most flattering aspects of their performance while keeping less appealing elements in the shadows.
第10章
Cash Flow Reporting Problems: The Last Line of Defense
While operating cash flow is widely considered less susceptible to manipulation than earnings, surprising flexibility exists in cash flow reporting. Companies can exploit this flexibility when separating cash flow into operating, investing, and financing components - potentially boosting operating cash flow without changing total cash flow.
Operating cash flow is a key performance measure that provides evidence of a company's ability to generate sustainable cash flow that investors seek. Unlike cash from investing or financing activities, which are often non-recurring, operating cash flow indicates a company's success in making investments that provide cash returns.
Despite its perceived reliability, operating cash flow is not immune to creative accounting practices and contains surprising GAAP-based requirements that may mislead users. For example, operating cash flow includes all income taxes regardless of what generated them, and includes operations being discontinued.
While income from discontinued operations is reported separately from continuing operations on the income statement, the operating cash flow statement includes cash from all operating activities, including those from discontinued segments. This means operating cash flow may contain inherently non-recurring elements.
All income taxes paid are included in operating cash flow, even taxes on transactions classified as investing or financing activities. This can distort the true operating performance. For example, IBM's operating cash flow in 1999 was reduced by $1.6 billion in taxes from selling its Global Network business - had those taxes been properly classified in the investing section, operating cash flow would have been 16% higher.
When employees exercise nonqualified stock options, companies receive tax deductions that can significantly boost operating cash flow. These benefits are inherently nonrecurring and should be removed when analyzing sustainable cash-generating ability.
Unlike other investment securities that are reported in the investing section, cash flows from trading securities are classified as operating activities. This classification can significantly distort operating cash flow when purchases and sales are imbalanced. Companies can potentially manage operating cash flow by timing trading securities transactions - purchasing more securities when cash flow is strong and selling them when operating cash flow needs boosting.
Cost capitalization affects operating cash flow more dramatically than earnings. While capitalized costs temporarily boost earnings until amortized, they never reduce operating cash flow since they're classified as investing activities and their amortization is a non-cash expense. This creates significant comparability issues between companies with different capitalization practices.
Creative accounting practices that boost earnings typically don't generate corresponding operating cash flow. Whether through premature revenue recognition, inventory misstatement, or aggressive cost capitalization, the relationship between earnings and cash flow becomes distorted when accounting manipulation occurs.
The adjusted cash flow-to-income ratio (CFI) compares adjusted cash flow from continuing operations to adjusted income from continuing operations. This ratio is particularly sensitive to earnings changes that lack cash-flow backing. Declining ratios indicate earnings growing faster than operating cash flow - a potential red flag for creative accounting.
Xerox provides an instructive example, having been forced by the SEC to restate results for premature revenue recognition. Despite reporting increased operating cash flow of $1.2 billion in 1999 (up from negative $1.2 billion in 1998), this improvement came from a one-time $1.5 billion securitization of finance receivables. After proper adjustments, Xerox's cash flow remained negative while reported income appeared strong. The adjusted CFI ratio declined consistently from 0.92 in 1994 to negative values in 1998-1999 - a clear warning sign that earnings growth exceeded cash flow generation in an unsustainable pattern.
Think of cash flow as the ultimate reality check for earnings quality. While earnings can be manipulated through accounting choices, cash flow eventually reveals the truth - you can't spend accruals at the bank.
