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To: porcupine --''''> who wrote (832)9/29/1998 3:41:00 PM
From: porcupine --''''>  Respond to of 1722
 
SEC's Levitt denounces" accounting hocus-pocus" -- NYTimes

"'Trick' Accounting Draws Levitt Criticism"

By MELODY PETERSEN -- September 29, 1998

Scolding America's companies and their
accountants for using "accounting hocus-pocus,"
Arthur Levitt, thechairman of the Securities and Exchange
Commission, said Monday that his staff would crack down
on businesses that used certain controversial
accounting methods to manipulate the numbers reported
to shareholders.

Levitt's surprisingly harsh criticism and his
far-reaching plan to stop the accounting abuses came
after a string of companies have announced that the
profits they previously reported were wrong.

Among the companies where such announcements have led
to large declines in stock prices are Cendant, Sunbeam,
Livent and Oxford Health Plans.

"We see greater evidence of these illusions or tricks,"
Levitt said at a news conference at New York
University. "We intend to step in now and turn around
some of these practices."

Although he did not name any corporations, Levitt said
his staff would immediately increase its scrutiny of
companies that used certain aggressive accounting
techniques to inflate their quarterly earnings and
would soon issue new accounting rules and guidelines
intended to halt the abuses.

He also called for a review of how the nation's public
accounting firms audit financial statements, saying he
feared that auditors might not be doing enough to find
their clients' accounting shenanigans.

"We rely on auditors to put something like the Good
Housekeeping Seal of Approval on the information
investors receive," Levitt said in a speech prepared to
be delivered later at the university's new Center for
Law and Business. "As I look at some of the failures
today, I can't help but wonder if the staff in the
trenches of the profession have the training and
supervision they need to insure that audits are being
done right."

The American Institute of Certified Public Accountants
and several large accounting firms praised Levitt's
plan, saying they shared his concerns and were eager to
work with the commission on the issue.

Levitt said that the commission's enforcement division
would focus on companies that use certain accounting
methods that allow them to "manage earnings" so that
profits can be increased or decreased at will in such a
way that the bottom line does not reflect actual
operations.

He specifically said that the commission was frustrated
with companies that used a factory closing or a work
force reduction as an opportunity to take millions of
dollars of one-time charges for "restructuring."

By inflating those write-offs, companies get the bad
news out of the way at once and can clear their balance
sheets of expensive assets that would otherwise reduce
the bottom line for years to come. For example,
Motorola announced recently that it would cut 15,000
jobs and take a restructuring charge of $1.95 billion.

The commission has also been critical of companies that
acquire other companies and then write off much of the
purchase price by calling it "research and
development."

For example, the commission had blocked America Online,
the biggest Internet company, from reporting its fiscal
fourth-quarter earnings for nearly two months because
of disagreements over how much the company should write
off in its acquisitions of Mirabilis and Net Channel.
America Online finally reached an agreement with the
commission and published its results Monday, greatly
scaling back the size of the research write-off.

Levitt said that other companies were trying to bolster
their earnings by manipulating revenue numbers. For
instance, many of the companies forced to restate their
financial statements this year had reported revenues
that later turned out to be fictional or included sales
transactions that were not yet completed.

In other cases, executives had inflated earnings by
manipulating the amounts set aside for future costs
like loan losses, sales returns or warranty costs.

To stop the accounting abuses, Levitt said that the
commission would write new accounting guidelines on the
"dos and don'ts of revenue recognition." The commission
will also begin requiring detailed disclosures about
how management estimates the value of various
write-offs or reserves and the other assumptions made
in preparing financial statements.

Levitt called on the Financial Accounting Standards
Board to pass new accounting rules quickly, including
one that would clarify when a company can record a
liability. The commission has already pressed the
accounting board to change the rule that allows
companies to write off large amounts of an acquisition
as research and development.

And, he asked both the AICPA and the Public Oversight
Board to review whether auditors should change the
procedures they use in performing an annual audit.

A blue-ribbon panel -- led by John C. Whitehead, a
former deputy secretary of State and a retired senior
partner at Goldman, Sachs & Co., and Ira M. Millstein,
a corporate governance expert at the law firm of Weil,
Gotshal & Manges -- will also develop recommendations
for audit committees to follow so that investors are
better protected.

"The motivation to meet Wall Street earnings
expectations may be overriding common sense business
practices," Levitt said. "Too many corporate managers,
auditors and analysts are participants in a game of
nods and winks."

Copyright 1998 The New York Times Company



To: porcupine --''''> who wrote (832)9/29/1998 3:43:00 PM
From: porcupine --''''>  Read Replies (1) | Respond to of 1722
 
SEC forces AOL to reduce purchased in-process R&D writeoffs - NYTimes

MARKET PLACE

"S.E.C. Crackdown on Technology
Write-Offs"

By SAUL HANSELL -- September 29, 1998

It is upgrade time at America Online.

Never mind the noise about its new 4.0 browser software
version. The Securities and Exchange Commission has
ordered the online service, and the rest of the
technology industry, to improve the way they account
for mergers and acquisitions.

The issue is how technology companies have seized on a
footnote in the accounting rules related to research
expenses to write off most of the purchase price of
companies as soon as they acquire them. This prevents a
continuing drag on profits that would result from
writing off the purchase price over several years.

The S.E.C.'s move comes as it is cracking down on a
number of accounting practices it finds abusive. In
comments at New York University, Arthur Levit Jr., the
chairman of the commission, said his staff would
immediately increase its scrutiny of companies that use
certain aggressive accounting techniques to inflate
their quarterly earnings.

In choosing to make an example of
America Online, the biggest Internet
company, the commission took the
extreme step of blocking it from
publishing its fiscal fourth-quarter
earnings for nearly two months.

America Online finally reached an
agreement with the S.E.C. and published
its earnings Monday. It wrote off $70.5
million related to research at two
companies it acquired, representing 22
percent of the $316 million it had paid for them.
Previously the company had said it planned to write off
a vast majority of the purchase price, though it gave
no specific figures.

Separately, Lynn Turner, the S.E.C.'s chief accountant,
called on the accounting industry to tighten its rules
related to writing off the cost of research. In a
letter to the American Institute of Certified Public
Accountants, he said that a study by the SEC had found
"significant problems in the recognition and valuation"
of the research write-offs.

The letter outlined a proposed standard for such
write-offs that is much stricter than accountants have
been using. And the commission threatened to make
companies take the embarrassing step of restating their
published earnings reports in cases where it deems
their research write-offs to be "materially
misleading."

Analysts said that the change could inhibit
acquisitions, especially by smaller technology
companies.

"It has more significance for other companies besides
AOL," said Keith Benjamin, an analyst at BancAmerica
Robertson Stephens. "You will see more young Internet
companies forced to take lower write-offs." America
Online is less affected, he said, because it has become
big enough to absorb the additional charges.

At issue is how companies account for the value of
"in-process research and development" -- research that
has yet to be turned into a marketable product -- at
companies they buy. In an acquisition, companies
estimate the value of all of the assets they are
buying, both tangible ones like buildings and
intangible assets like brand names and customer lists.
If the purchase price is higher than the value of all
of these assets -- and it usually is -- the remainder
is added to a catch-all item known as good will.

Companies are forced to write off the value of all of
these assets over a period of from 3-40 years,
depending on the useful life of the asset. The one
exception is in-process research, which is written off
immediately.

Since technology companies are especially interested in
showing investors accelerating earnings growth, many
have started attributing the bulk of their acquisition
costs to in-process research.

The S.E.C. letter listed a number of what it described
as "abuses" in this practice. In one case, for example,
a company that the commission did not name wrote off
nearly all the purchase price of an acquisition as
in-process research, even though the target company had
not spent a significant amount money on research or
development.

"If a company didn't spend significant amounts on R&D,
it would raise questions in my mind," said Baruch Lev,
a professor of accounting at New York University. He
conducted a study of 400 acquisitions, mostly of
technology companies, and found that the buyers wrote
off 75 percent of the purchase price as in-process
research.

America Online said that it would not be deterred from
buying more companies because of the change in rules.

"When we look at acquisitions we will look for those
that have the right strategic value and the right
economic value," said J. Michael Kelly, the company's
chief financial officer.

Because the allowed write-off was less than analysts
had expected, America Online posted an unexpected
profit for its fourth quarter. It earned $7.1 million,
or 3 cents a fully diluted share. That compares with a
loss of $11.8 million, or 6 cents a fully diluted
share, a year earlier.

America Online said it would write off the rest of the
cost of its acquisitions over 5-10 years. That will
mean a deduction of between $25 million and $50 million
a year from its reported profits. The company told
analysts Monday that its core business continued to do
better than expected and that as a result, it predicted
it would meet their previous earnings estimates.

Shares of America Online increased $2.375 each Monday,
to $117.125.

Jonathan Cohen, an analyst with Merrill Lynch, said
that the market was not concerned with the deductions
from profits.

"Reported earnings is one small piece of a larger
picture at technology companies that includes revenue
growth, market position, audience size and brand
equity," he said.

Yet even if investors are ignoring the good will
charges now, Jack Ciesielski, a money manager and the
publisher of the Analyst's Accounting Observer, argues
that it provides a useful reminder of how much
companies are spending on acquisitions, especially if
the good times end.

"If there is a big blob of good will and they aren't
earning a return on it, investors can see it and start
asking questions," Ciesielski said. "If you have an
immediate write off, the trail is destroyed."

Copyright 1998 The New York Times Company



To: porcupine --''''> who wrote (832)9/30/1998 9:11:00 AM
From: porcupine --''''>  Read Replies (3) | Respond to of 1722
 
"[LTMC] made the same dumb mistakes everyone makes, only with a lot more money at stake." - NYTimes

"Hedge Fund Debacle Offers Look Into a Secret Financial
World"

September 30, 1998

By JOSEPH KAHN and LAURA M. HOLSON

The near-collapse of Long-Term Capital Management
has provided a rare chance to pull back the
curtain on John
Meriwether's cloistered financial brain trust.

But behind the veil, Meriwether and his Nobel
Prize-winning colleagues appear less the wizards that
people once imagined, and the levers they pulled seem
rather ordinary. Awe has turned to sympathy, even
disdain.

"Maybe they were brilliant guys or something, but they
made some very ordinary trades," said Jon Najarian of
Mercury Trading in Chicago. "They made the same dumb
mistakes everyone makes, only with a lot more money at
stake."

Indeed, if the mark of the ultimate salesman had once
been the guy who could sell ice cubes to Eskimos, then
Meriwether may well be remembered as the trader who
taught banks about loans. By the tens of billions of
dollars, the best and brightest financiers on Wall
Street fed Long-Term Capital's insatiable appetite for
securities that, it turns out, thousands of other fund
managers considered easy and common targets.

Meriwether is still in day-to-day control of Long-Term
Capital after a rescue effort by a consortium of big
banks that is now valued at $3.6 billion. His new
banking partners have signed pledges of confidentiality
when they review his books, but details are leaking
out.

Early indications are that though his financing was
often exotic, his trades were more garden-variety.
Long-Term Capital bet on minor price differences
between similar sorts of securities that financial
history suggested should not exist.

Like many arbitragers, it gambled that troubled mergers
would eventually be completed as planned. Meriwether
underwrote a popular form of insurance to investors
worried that the stock market would fall.

"There was nothing exotic about the trades," said a
Wall Street executive close to the Long-Term Capital
rescue, who spoke on the condition of anonymity. The
mystery, he said, was how Wall Street agreed to lend so
much money to a trader whose black box looked much like
their own. "The question is simply why did we let this
happen. Why did the Street finance this guy to this
extent?"

Long-Term Capital did produce stellar returns for
investors who put money in at the fund's inception, in
1994. From then until the end of last year, every
dollar invested would have grown to $2.82, the kind of
profit that would take a decade in the strongest bull
markets.

But given the end-of-August picture of Long-Term
Capital's trading portfolio, which put Meriwether's
equity holdings at around 60 times his $2.2 billion in
capital, the fund had access to a free flow of bank
credit that would make other fund managers salivate.
But some have been unimpressed that in its best years
the fund could coax 40 percent returns from leverage
that amplified its capital base several score or more.

"With the amount of money they had, 100-1 leverage,
they could have been doubling, tripling their money
each year," said Andrew Brenner, a director of Fimat USA, a New York trading firm. "Where's the rocket
science?"

The rocket science, in turns out, was everywhere:
Meriwether's team was betting on all kinds of
securities and on many different markets, including
some in which he had little or no known expertise. What
tied them together was that the emerging-market turmoil
sent securities plunging in tandem in August, knocking
the legs out from under the fund's highly leveraged
positions.

Long-Term's scattershot trading patterns, including
signs that it doubled up on many bets through
derivatives, suggest that it might have had trouble
finding profitable uses for its flood of bank capital.

One thing that surprised people looking at Long-Term's
trades was the degree to which the fund had recently
delved into equity risk arbitrage. Meriwether's
traditional expertise was thought to be bond arbitrage
-- seeking temporary price anomalies in the wide
universe of government and corporate bonds,
mortgage-backed securities and other credit
instruments.

Indeed, Long-Term Capital Management is said to have
transformed itself into one of the largest players in
stock arbitrage on Wall Street, investing as much as $1
billion in takeover stocks, as well as derivatives tied
to those investments. That may seem small compared with
the bets it made on bonds. But it is still surprising
that Long-Term Capital played the merger game at all,
given its bond specialization.

"They wanted to do size and they wanted to do it in a
rush," said one stock trader who asked not to be
identified. Currently the hedge fund has liquidated
almost all of its equity arbitrage positions, in part
because they were forced to get rid of the most liquid
investment to raise cash quickly.

Many were abandoned at an inopportune time. For
example, the hedge fund sold shares in MCI
Communications the week after Labor Day, only days
before its deal with Worldcom was consummated, sending
its share price higher. Last week, Long-Term Capital
was thought to be behind a large-scale dumping of stock
in American Stores Co., bailing out before it completes
a planned merger with Albertson's.

Long-Term also took a beating, traders say, on its
investment in telecommunications equipment maker Ciena
Corp., which was expected to be acquired by Tellabs
Inc. Traders say the hedge fund owned as much as 2
million shares of Ciena and lost millions when they,
along with other investors, watched those shares fall
from a high of $92 in July to $13 the day the deal was
scrapped.

Long-Term also became a leading seller of a kind of
option, which is effectively an insurance against
unusual swings in stock prices. Through these options,
Long-Term assumed the risk of investors who feared that
their stock portfolio, swollen by years of strong
gains, would fall victim to sharp falls in prices. The
business is a great one in a bull market, when
investors pay big premiums for that protection. But it
is a potentially devastating one when stocks turn
south, as they did in August. Traders say Long-Term was
one of the biggest losers in that business.

But perhaps the main undoing at Long-Term Capital was
in its core area of competence, bond "convergence." In
bets on Danish mortgages, British interest rates,
Italian and Russian bonds and U.S. commercial
mortgage-backed securities, Long-Term Capital was the
600-pound gorilla, buying tens of billions of dollars'
worth of bonds it viewed as cheap relative to
government securities, the main benchmark.

In Denmark, for example, Long-Term Capital was known as
perhaps the single largest holder of mortgages. The bet
was that the relatively inexpensive Danish bonds would
rise in price to match those of neighboring Germany,
especially because Europe is preparing to adopt a
unified currency.

Just as Long-Term Capital had a big Danish position, it
and hundreds of other bond funds were making similar
predictions buying Italian, Spanish and Greek bonds:
Those less stable European government bonds would rise
in value as European nations began the first stage of
monetary union in January.

Long-Term Capital also rolled the dice in the United
States. Here, commercial mortgage-backed securities,
traded versions of loans made on shopping malls,
offices and land, have usually sold at a small premium
to a benchmark bank lending rate called the London
interbank offered rate.

If that spread of rates prevails, prominent hedge funds
like Long-Term Capital can borrow money from banks at
smaller premiums to the London rate to buy those
mortgages. The profit margin is not large, but the
biggest hedge funds leverage their positions 10, 20 or,
in Long-Term's case, perhaps 60 or 100 times,
magnifying gains.

Or losses. Turmoil in Asia, Russia and other emerging
markets turned such bets sour this year because the
spreading loss of confidence created an unwillingness
among investors to take what were previously considered
low-level risks.

Price alignments that Long-Term Capital uses to program
its computers have everywhere fallen out of whack.
Spreads on bonds meant to converge ended up diverging,
sometimes by huge margins, and they have stayed that
way longer than most thought possible.

Even ahead of European union, Danish bonds have sunk in
value as safer German bonds rise. U.S. commercial
mortgage-backed securities have lost value relative to
the London interbank rate, meaning that investors are
watching their portfolio of such bonds sink even as
banks demand loans back. Long-Term Capital had some
winning positions as well. But its bad bets overwhelmed
its good ones, and the heavy leverage proved deadly.

"He was betting on convergence when the world was
watching historic divergence," one trader said. "Many
people made that mistake. But they did not owe the
banks as much money as Meriwether did. That was fatal."

Copyright 1998 The New York Times Company