Table of Contents
Title Page
Copyright Page
Dedication
Preface
How This Book Is Organized
Glossary of Abbreviations Used in This Book
Acknowledgements
PART I - Introduction to Fair Value Accounting Fraud
CHAPTER 1 - Overview of Financial Statement Fraud and Fair Value Accounting
Introduction to Financial Reporting Fraud
What Makes It Fraud?
Why Financial Reporting Fraud Is Perpetrated
Using One Fraud to Hide Another
CHAPTER 2 - The Use of Fair Value in Financial Statements
Historical Cost versus Fair Value
Sources of Accounting Principles
U.S. GAAP versus IFRS
Fair Value Option Added for U.S. GAAP
Fair Value Defined
International Convergence
Some Principles of Financial Statement Presentation
Effective Dates of Accounting Standards
Impact of Fraud on Financial Statements
CHAPTER 3 - Methods of Determining Fair Value
Introduction
Market Approach
Income Approach
Cost Approach
Internal versus Externally Developed Valuations
Inputs to Valuation Methods
Fair Value Guidance under IFRS
Availability of Market Evidence
PART II - Asset-Based Schemes
CHAPTER 4 - Investments in Debt and Publicly Traded Equity Securities
Scope of Investments Covered
Sources of U.S. GAAP and IFRS
Classification and Treatment—U.S. GAAP
Classification and Treatment—IFRS
Reclassifications in General
Reclassifications from the Held-to-Maturity Category
Determination of Fair Value
Active versus Inactive Markets
Temporary versus Other-than-Temporary Impairments—U.S. GAAP
Impairment Losses—IFRS
Summary of Fraud Risks
CHAPTER 5 - Ownership Interests in Nonpublic Entities
Sources of U.S. GAAP and IFRS
Introduction
Consolidated Financial Statements
Jointly Controlled Entities versus Jointly Controlled Assets
Equity Method Investments
Proportionate Consolidation
Fair Value Option
CHAPTER 6 - Loans and Receivables
Sources of U.S. GAAP and IFRS
Recognition and Measurement—U.S. GAAP
Recognition and Measurement—IFRS
CHAPTER 7 - Intangible Assets and Goodwill
Sources of U.S. GAAP and IFRS
Asset versus Expense
Web Site Costs
Measurement
Finite Life Intangible Assets
Residual Value
Indefinite Life Intangible Assets
Impairment Losses
Concluding Remarks
CHAPTER 8 - Business Combinations
Sources of U.S. GAAP and IFRS
Business Combination versus Asset Acquisition
Accounting for Business Combinations
Identification of Intangible Assets
Business Combinations Achieved in Stages
CHAPTER 9 - Asset Impairments
Sources of U.S. GAAP and IFRS
Definition of an Impairment Loss
When to Test for Impairment
Indicators of Impairment of Assets
Extent of Impairment Loss
Reversal of Previous Impairment Losses
CHAPTER 10 - Property and Equipment (Including Investment Properties)
Sources of U.S. GAAP and IFRS
Initial Recognition
Measurement after Initial Recognition
Investment Property
Impairment Losses
PART III - Liability-Based Schemes
CHAPTER 11 - Debt Obligations
Sources of U.S. GAAP and IFRS
Measurement
Fair Value Option
Valuation of Debt
CHAPTER 12 - Deferred Revenue
Sources of U.S. GAAP and IFRS
Recognition—Customer Loyalty Programs
Multiple Deliverable Arrangements
CHAPTER 13 - Asset Retirement Obligations
Sources of U.S. GAAP and IFRS
Recognition—U.S. GAAP
Recognition—IFRS
Can a Reliable Estimate Be Determined?
Measuring and Recording an Asset Retirement Obligation
Summary—Comparison of U.S. GAAP and IFRS
CHAPTER 14 - Guarantees
Sources of U.S. GAAP and IFRS
Recognition—U.S. GAAP
Measurement
Recognition—IFRS
PART IV - Other Fair Value Accounting Fraud Issues
CHAPTER 15 - Derivatives and Hedging
Sources of U.S. GAAP and IFRS
Definitions and Treatment—U.S. GAAP
Definitions and Treatment—IFRS
Measurement
Embedded Derivatives
CHAPTER 16 - Assets or Liabilities of Sponsors of Employee Benefit Plans
Sources of U.S. GAAP and IFRS
Recognition and Measurement—U.S. GAAP
Recognition and Measurement—IFRS
CHAPTER 17 - Contingencies and Provisions
Sources of U.S. GAAP and IFRS
Recognition—U.S. GAAP
Amount of Loss to Be Recognized
Recognition—IFRS
Measurement
Comparison of U.S. GAAP and IFRS
CHAPTER 18 - Share-Based Transactions
Sources of U.S. GAAP and IFRS
Recognition—U.S. GAAP
Measurement—U.S. GAAP
Recognition—IFRS
Measurement—IFRS
CHAPTER 19 - Nonmonetary Transactions
Sources of U.S. GAAP and IFRS
Recognition and Measurement—U.S. GAAP
Recognition and Measurement—IFRS
Advertising Barter Transactions—U.S. GAAP
Advertising Barter Transactions—IFRS
CHAPTER 20 - Special Fair Value Issues of Not-for-Profit Organizations
Introduction
Noncash Contributions of Assets
Contributed Use of Assets
Promises to Give
Contributed Services
Matching Requirements
CHAPTER 21 - Fair Value Disclosure Issues
Introduction
Sources of Disclosure Requirements
Financial Instruments
Impairment Losses
Uncertainties
PART V - Detection of Fair Value Accounting Fraud
CHAPTER 22 - A Framework for Detecting Fair Value Accounting Fraud
Assessing the Risk of Fraud
Understanding How Fair Value Impacts the Financial Statements
External Factors that Indicate Risk
Internal Risk Factors
Materiality
Internal Controls over Fair Value Accounting
The Risk of Management Override
Framework for Fair Value Accounting Fraud Detection
Auditing Standards
Auditor Independence
CHAPTER 23 - Use of Ratios and Other Analytical Procedures
Analytical Procedures as a Fraud Detection Tool
Horizontal Analysis
Vertical Analysis
Operating Ratios
Customized Ratios
Appendix A - Summary Checklist of Fair Value Accounting Fraud Risks
Appendix B - SEC Office of the Chief Accountant and FASB Staff Clarifications ...
Appendix C - Internal Controls over Fair Value Accounting Applications
Bibliography
About the Author
Index
This book is dedicated to my brothers, Bill and Ray. I am
so lucky to have two brothers who have always been
such great role models and who continue to be so
deserving of my admiration and respect, yet who
are also my best friends. I love you both dearly.
Preface
Depending on what you have read and who you have listened to, you may have formed the opinion that fair value accounting has had one or more of the following relationships with the global financial crisis that continues to worsen in 2009:
• It was one of the direct causes of the crisis.
• It exacerbated the crisis, which was initially caused by other factors.
• It hid or disguised the crisis for months, resulting in a delayed initial response to the crisis.
• It had nothing to do with the crisis—but it sure is fun to blame crises on accountants.
Fair value accounting is the accounting profession’s equivalent of the automobile commercials you have seen on television, showing a vehicle racing around an obstacle course or bouncing over hills, along with a disclaimer saying something to the effect that “This is a professional stunt driver on a closed course. Do not try this at home!”
Fair value accounting is not for the timid. It is often not precise. It makes some people uncomfortable (they are called auditors). It involves a tremendous amount of judgment and estimation. It also frequently requires a highly specialized expertise. And whenever accounting involves a significant amount of judgment and estimation, it becomes infinitely more susceptible to manipulation and fraud.
The role that fair value accounting may have played in connection with the current economic mess is an interesting one to debate, but is not really the subject of this book. The issue that cannot be disputed, however, is that the accounting rules regarding the use of fair value accounting are extremely complicated. This complexity has most certainly led to inconsistencies in the application of these rules. While most of these inconsistencies are likely the result of honest mistakes and, in some cases, a poor understanding of the rules, some will inevitably be determined to be more deliberate. As a result, there are bound to be many cases of fair value accounting fraud in the coming years. Financial reporting fraud is nothing new. But the techniques used to perpetrate it change over time. And one of the trade-offs for the many benefits of fair value accounting is that it is likely to be the basis for some of the next major financial reporting frauds.
Regardless of whether you favor or dislike the use of fair value accounting, one thing most people agree on is that the rules are very complicated. In its December 2008 report on the use of fair value accounting in the United States, the Securities and Exchange Commission soundly endorsed the use of fair value accounting. It even encouraged the expansion of fair value applications in the financial statements. However, the SEC cautioned that better, more practical guidance is badly needed, and some of the fair value accounting standards are in of need clarification and simplification. Starting in January 2009 and continuing into April, the Financial Accounting Standards Board has taken steps to respond to the SEC’s mandate for improved guidance. No doubt, additional guidance is on the way. The accounting standards are far from perfect, but as FASB and the International Accounting Standards Board continue to work together, greater consistency and clearer rules will hopefully result.
It is with the complexity of these rules in mind that I have chosen to tackle the subject of fair value accounting fraud with this book. The rules in the United States share many attributes with the rules used in countries that recognize the International Financial Reporting Standards. Yet there are many differences as well.
The purpose of this book is to raise awareness of the many risks of fraud based on how fair value accounting is utilized in the preparation of financial statements and how those applications differ under U.S. and international accounting standards. This book is not a guide on how to perform valuations. But it is designed to provide readers with an overview of the fair value applications and some of the most commonly used methods, especially as these subjects relate to the primary focus of this book—the risk of financial reporting fraud.
Gerard M. Zack April 2009
How This Book Is Organized
This book is organized into five parts:
Part I Introduction to Fair Value Accounting Fraud
Part II Asset-Based Schemes
Part III Liability-Based Schemes
Part IV Other Fair Value Accounting Fraud Issues
Part V Detection of Fair Value Accounting Fraud
Beginning in Chapter 2 and continuing through the end of Part IV, as fraud schemes are introduced, each will be highlighted in a special fraud risk text box. Each fraud scheme has been assigned a number, the first part of which corresponds to the chapter number. The fraud risks identified in Chapters 2 and 3 are broad risks that could apply to any application of fair value accounting. The risks identified in Chapters 4 through 21 are specialized risks associated with the specific accounting topic addressed in each chapter.
In the sections of the book surrounding each fraud risk text box, the details of the accounting rules and how those rules would be violated in connection with each fraud scheme are explained. All of the fraud schemes are listed in Appendix A for your reference.
Glossary of Abbreviations Used in This Book
Numerous acronyms and abbreviations are used throughout this book, starting in Chapter 2. Here are some of the most commonly used abbreviations. Each will be explained further as they are introduced in the book.
Acknowledgments
I want to thank April for many things, but especially for the love and support you have provided to me during a challenging period in my life. Words cannot adequately express my appreciation and love.
I also want to thank the great team at John Wiley & Sons, specifically:
Tim Burgard, Acquisitions Editor
Lisa Vuoncino, Production Editor
Helen Cho, Senior Editorial Assistant
You have made this process feel very much like a team effort.
PART I
Introduction to Fair Value Accounting Fraud
In this introductory section, the most important concepts of financial statement fraud and fair value accounting are introduced. To understand how to detect fair value accounting fraud, it is important to:
• Understand why and how financial statement fraud of any type is perpetrated
• Understand what is meant by fair value accounting and its broad applications in today’s world
• Understand some of the core concepts associated with fair value accounting, including a basic understanding of the various methodologies used in determining fair value of an asset or liability
That is the purpose of Part I. It is only with this level of understanding that the fair value accounting issues and fraud risks explained in Parts II through IV will be fully understood.
CHAPTER 1
Overview of Financial Statement Fraud and Fair Value Accounting
Introduction to Financial Reporting Fraud
Anyone who has read a newspaper or watched the evening news in recent years is well aware that fraudulent financial reporting by big businesses has reached alarming levels. Equally startling is the frequency of fraudulent financial reporting by small businesses—as many bankers and government agencies will confirm—and even by non-business entities such as not-for-profit organizations.
In its 2008 Report to the Nation on Occupational Fraud and Abuse, the Association of Certified Fraud Examiners (ACFE) identifies fraudulent reporting as one of the three categories of fraud (the other two being asset misappropriations and corruption) that collectively are estimated to cost almost $1 trillion per year in the United States. And financial statement fraud is certainly not limited to the United States.
Of the three categories of fraud tracked by the ACFE, fraudulent statements were the least common, occurring in just 10 percent of the cases studied. But when fraud occurs in that way, it packs quite a wallop. The median loss caused in the fraudulent statement schemes included in the 2008 study was $2 million. To put that in perspective, the median loss caused by asset misappropriation frauds included in the study was only $150,000, while the median loss caused by corruption schemes was $375,000.
Fraudulent financial reporting can be accomplished in many different ways. These methods can be classified into schemes that accomplish one or more of the following seven deceptions:
1. Inflating assets
2. Understating liabilities
3. Inflating revenues
4. Understating expenses
5. Creating timing differences (i.e., over multiple reporting periods, the total reported earnings are correct, but one period is overstated and another period is understated, such as by recognizing revenue prematurely—a form of borrowing from the future to make today look better)
6. Misclassifying balance sheet items (usually either noncurrent assets misclassified as current or current liabilities misclassified as long-term, in order to improve current ratios and other ratios)
7. Committing disclosure frauds (omitting key footnote disclosures in financial statements or misstating facts in disclosures)
In many cases, more than one of the preceding acts occurs. For example, overstatement of revenue often coincides with overstatement of assets, but it can also arise in connection with understating liabilities.
In addition, overstating or understating various elements of the financial statements can be done in several manners. In some cases, an asset or liability is properly identified and appears in the financial statements, but its amount is over- or understated. In other cases, an entire asset or source of revenue is fabricated. It is completely fictitious, not merely overstated. Other times, a liability that should be reported is omitted entirely.
This book is designed to address financial reporting frauds effectuated through the intentional misuse of fair value accounting standards. All seven of the categories of fraudulent financial reporting are affected by fair value accounting. The goal of this book is to explain how fair value accounting rules can be improperly applied to fraudulently present the financial condition or results of operations of an entity.
What Makes It Fraud?
The preparation of inaccurate or incomplete financial statements is nothing new. It has been going on for as long as there have been financial statements. But preparing misleading financial statements is not a fraud that is easily challenged. To have a strong legal case charging financial statement fraud, it must be demonstrated that the accounting standards with which those statements claim to conform are actually being violated and that such noncompliance is willful on the part of the preparers of the statements.
As a result, in order to determine whether fraud has occurred, it is essential to have a solid understanding of the accounting concepts involved in preparing financial statements.
Take a look at the report of the independent certified public accountant or auditor that accompanies any audited set of financial statements.
The auditor’s opinion does not state that the financial statements are fairly stated. The auditor opines that the financial statements are fairly stated in all material respects in accordance with a particular set of formally established accounting principles. In the United States, those principles are referred to as generally accepted accounting principles, or GAAP. In many other countries, the standards cited by the independent auditor are the International Financial Reporting Standards (IFRS). Regardless of where the financial statements are issued, the auditor’s opinion will state which set of accounting and reporting rules the financial statements have been prepared under.
Tricking the auditor, and therefore anyone else who reads and relies on the financial statements, into believing that the statements comply with a particular set of accounting principles when, in fact, the financial statements contain known deviations from those principles is what constitutes fraud.
Why Financial Reporting Fraud Is Perpetrated
Why do companies engage in fraudulent financial reporting? First of all, companies don’t perpetrate these frauds; people do. So why would an individual, or a group of individuals, perpetrate financial statement fraud? The reasons are numerous and quite diverse. Some result in direct financial gain for the perpetrators, such as these three:
1. Salaries and bonuses for achieving stated financial goals
2. Increased values of company stock and stock options resulting from reporting strong financial results
3. Retaining one’s job by falsifying the financial success of a particular department, location, product line, and so on that might otherwise be targeted for elimination by senior management due to poor performance
Other reasons for perpetrating financial statement fraud are less obvious. No direct financial gain may be involved. Examples of these motives include the following four:
1. Pressure from senior management, the board of directors, and outside parties, such as stock analysts, to achieve earnings expectations
2. Competitive pressures to outperform other businesses in the same industry
3. Pressure to comply with financial ratio debt covenants included in notes and bonds, in order to keep these debt instruments from going into default
4. Desire to convince lenders that the company is worthy of a new loan or an increased line of credit
5. Desire to persuade insurers that the company is a low-risk entity
6. Desire to convince investors that the business is a valuable investment for their funds
Some financial reporting frauds are committed at the highest levels of an organization. Senior management may be involved in an elaborate scheme to improve the apparent financial health and performance of the company. But in other cases, the financial reporting fraud may be perpetrated at lower levels of an organization. One particular division or location may be falsifying its financial results, without the knowledge or consent of senior management.
Some financial reporting frauds are surprisingly simple in their operation. Altering shipping records can make it look like next month’s revenue was earned this month. Creating phony customer records and sales orders can make it look like more merchandise was sold. A salesperson can backdate a customer order to move sales into the earlier month. A warehouse manager can intentionally ship incorrect merchandise, knowing that the items ordered by a customer are currently out of stock, in order to accelerate the recognition of the revenue. A vendor invoice can be altered in a way that supports recording the payment to the vendor as an asset rather than as an expense.
Although some of these methods are more difficult than others to detect, they are all basically rather simple in how they are carried out.
Other fraud schemes are quite complicated. Altering physical documents may be followed by a series of complex journal entries to disguise the underlying fraud. Or numerous people are involved, perhaps including outsiders who are in collusion with company personnel to assist in the fraud.
Most instances that involve the use of fair value accounting techniques to perpetrate financial reporting fraud have two characteristics:
1. The methods are often extremely complicated (if for no other reason than the sheer complexity of the fair value accounting rules) and can be quite elaborate.
2. They are usually perpetrated by senior management rather than lower-level personnel.
In the ACFE’s 2008 Report to the Nation on Occupational Fraud and Abuse, only 22 percent of asset misappropriation schemes studied were perpetrated by owners or executives. Another 38 percent were perpetrated by managers, with 40 percent by employees.
The opposite can be said for fraudulent reporting: 53 percent of the fraudulent reporting schemes studied were perpetrated by owners or executives, 36 percent of the frauds were performed by managers, and only 11 percent were done by employees.
Although no formal study exists to support this conclusion, it is the author’s belief that this statistic is likely to be even more heavily skewed toward owners and executives if the fraudulent reporting incidents studied were confined to those involving fair value accounting.
The ACFE also analyzed behavioral red flags that were present in connection with each of the three major categories of fraud. These behavioral red flags are useful in assessing an entity’s risk of experiencing each type of fraud. In connection with financial statement fraud, five behavioral red flags were most frequently noted. The percentages of cases that included each red flag are as follows:
1. Living beyond means—41 percent
2. Wheeler-dealer attitude—30 percent
3. Financial difficulties—26 percent
4. Control issues, unwillingness to share duties—25 percent
5. Excessive pressure from within the organization—23 percent
Numerous other red flags also were noted in financial statement fraud schemes, but none more so than these five. (Note: The total adds up to more than 100 percent due to the fact that in many cases, multiple behavioral red flags were observed.)
The first four behavioral red flags were also common in connection with the other two categories of fraud (asset misappropriations and corruption). The fifth red flag, however, was observed much more frequently in financial statement frauds than in any other type of fraud. Excessive pressure from within the organization is the red flag most unique to financial statement fraud. These pressures usually are present with respect to earnings and/or revenue figures, but can also be applied with respect to other financial performance measures.
Using One Fraud to Hide Another
One important ingredient associated with occupational fraud is concealment . Unlike many violent crimes, perpetrators of most occupational frauds do not want the victim to know that the fraud even took place. And if the fraud is known to the victim, the perpetrator certainly does not want to be identified as the one who did it. Fraudsters will go to great lengths to conceal their crimes.
Recall the three categories of occupational fraud:
1. Asset misappropriations
2. Corruption
3. Fraudulent reporting
Sometimes, a financial reporting fraud can be utilized as a method of concealing an asset misappropriation. A fair value accounting fraud might just be the perfect choice for such concealment.
Let’s look at an example to illustrate how this might work. Assume the chief financial officer (CFO) of a company has been misappropriating funds from the company through the use of a fictitious vendor. The CFO made up this fictitious vendor and has been submitting phony invoices on behalf of the nonexistent vendor. The vendor has supposedly been providing a service that only the CFO has full knowledge of, so the CFO approves the vendor invoices with little to no scrutiny from others.
The problem is that the CFO has drained the company’s cash over time. And the payments have all been posted to a handful of expense accounts, whose balances are now beginning to get substantially larger than what others in management or the external auditor might expect.
One method of further concealing this fraud would be through a fair value accounting scheme. The CFO might inflate the fair value of the company’s investment portfolio. Since many investments are grouped with cash and cash equivalents for purposes of calculating many financial ratios, such as the current ratio, the deteriorated financial condition caused by the fraudulent disbursements might be concealed, at least for a while, by engaging in the fair value fraud with the investments.
The CFO might even go one step further to conceal the fictitious vendor scheme. There is still the business of the larger-than-expected balances in certain expense accounts into which the fraudulent payments have been posted. Through a series of journal entries, the CFO might reclassify some or all of the fraudulent recognized unrealized gains on the investments into the expense accounts, or vice versa, so that the final balances in the expense accounts are more in line with expectations. Part of the logic the CFO uses in carrying out this reclassification part of the scheme is that many (perhaps most) members of management, the board, investors, and even auditors might be looking only at final balances in various line items of the financial statements. The details of the underlying transactions are often not looked at very closely.
Whether the CFO would succeed with this scheme depends on many factors, including the strategy employed by the internal and external auditors in performing their work. But the fact remains—perpetrators of frauds will do whatever is necessary to conceal their frauds. And sometimes, that involves perpetrating a second type of fraud to conceal the first.
CHAPTER 2
The Use of Fair Value in Financial Statements
Historical Cost versus Fair Value
To understand the evolution of accounting from a historical cost-based system to one that relies heavily on fair value accounting, it is first important to review how accrual accounting itself has evolved over the years.
In order to conform to the most widely accepted accounting standards developed throughout the world, financial statements generally must be prepared on the accrual method of accounting. But in many cases, especially with smaller businesses, cash-basis financial reporting may be perfectly acceptable, because the use of the financial statements is more limited—to simply monitor financial activities or to report revenues received to a bank in connection with a loan.
Under the cash basis of accounting, revenues are recorded when they are collected and expenses are recorded when they are paid. But with accrual accounting, the timing of revenue and expense recognition is different. Revenue is recorded when it is earned, which may come either before or after it is actually collected. Likewise, expenses and/or liabilities are recorded when the benefits have been received, such as when services have been provided by a vendor or goods are received. Accrual accounting is the foundation of all of the world’s commonly used accounting standards, including both of the systems covered in this book.
But even accrual accounting has undergone much change—and that change is not limited to the increased use of fair value accounting. The very concept of when to recognize an asset or liability has evolved. One of the best examples of this is with asset retirement obligations, a topic explained in Chapter 13. Prior to the development of the current standards dealing with asset retirement obligations, the carrying amount of land or a building was the amount paid to acquire the asset, including any amounts borrowed. The thought of accruing an additional amount to the asset and an additional liability for a cost that might not be incurred for years was thought of as violating accrual accounting. Not anymore. Under the current rules, costs necessary to dismantle or retire such assets must be accrued today. So, the whole idea of when a cost has been incurred has changed as accrual accounting has evolved. Similar developments have occurred with respect to many other elements of the financial statements.
This brings us to the use of fair value accounting. For most of the history of accounting, financial reporting has been based on historical cost, under which purchased assets are reported at the amount paid for the asset, less accumulated depreciation where appropriate. Similar principles are utilized for other assets and liabilities, which have traditionally been reported at the face amount of what is owed.
Fair value accounting, by contrast, relies on the principle that an asset should be reported at an amount that reflects what the asset is worth, not what an entity paid for it. Likewise with liabilities—although for many liabilities, fair value is equal to the amount that is owed to a vendor or bank.
Upon initial observation, the effect of fair value appears to be potentially greater on assets than it is on liabilities. An investment in stock that was purchased many years ago for $1,000 that is now worth $100,000 looks much different when fair value accounting is utilized.
Arguments for and against fair value accounting have been ongoing for many years. The principal argument in favor of valuing all assets and liabilities at current fair values is that this provides information of greatest value to most investors and many other readers of audited financial statements. Fair value accounting can provide a more current picture of the financial condition of an enterprise than historical cost accounting.
The argument in favor of reporting assets at historical cost is that cost is rarely subjective. Unlike fair value accounting, which can require extensive use of judgment and often requires specialized expertise, historical cost accounting is usually objective. It is usually easy to prove.
Like it or not, the increased use of fair value accounting is likely here to stay. Both U.S. and international accounting standards now include extensive use of fair value accounting. A reversal of this concept would appear to be extremely unlikely.
In connection with the global economic downturn that became a crisis in 2008, many wondered whether fair value accounting was partly to blame and that its use should be suspended. The general consensus is that the use of fair value accounting should continue, albeit perhaps with some clarification and increased disclosures.
In its December 2008
Report and Recommendations Pursuant to Section 133 of the Emergency Economic Stabilization Act of 2008: Study on Mark-to-Market Accounting, the U.S. Securities and Exchange Commission (SEC) not only encouraged the continued use of fair value accounting, it suggested an expansion of fair value accounting. This study was mandated by Congress in connection with an October 2008 law aimed at bringing stability to the financial institutions sector hit hard by the economic downturn. The law mandated that the SEC study the fair value accounting provisions described in SFAS 157 and other standards, examining six issues:
1. The effects of the fair value accounting standards on a financial institution’s balance sheet
2. The impacts of these accounting standards on bank failures in 2008
3. The impact of these accounting standards on the quality of financial information available to investors
4. The process used by FASB in developing standards
5. The advisability and feasibility of modifications to such standards
6. Alternative accounting standards to those described in SFAS 157 and other fair value accounting standards
In its endorsement of fair value accounting, the SEC noted that the current accounting standards were each subject to a lengthy and thorough due diligence process. A quick suspension of fair value accounting (which was suggested by some members of Congress) would circumvent this due process and could actually result in greater uncertainty over financial reporting by investors and others.
Rather, in its report the SEC suggests that clarifications and modifications be made to SFAS 157 and some other standards with fair value accounting requirements. The Commission also stated that more practical, useful guidance on best practices and other fair value accounting applications is necessary.
Although its analysis of the use of fair value accounting was limited to a group of specific financial institutions, the SEC’s conclusions clearly were intended for all entities subject to U.S. GAAP.
Sources of Accounting Principles
In the United States of America, accounting rules are collectively referred to as generally accepted accounting principles (GAAP). The primary source of U.S. GAAP is the Financial Accounting Standards Board (FASB). However, predecessors to the FASB (such as the Accounting Principles Board) issued many documents, some of which are still applicable. Documents issued by FASB include Statements of Financial Accounting Standards (SFASs), FASB Interpretations (FINs), and FASB Staff Positions (FSPs). In addition, within the FASB is the Emerging Issues Task Force (EITF), which issues further guidance.
The American Institute of Certified Public Accountants (AICPA) has also been responsible for certain elements of U.S. GAAP. In particular, Statements of Position (SOPs) issued by the AICPA are considered to be a component of U.S. GAAP if they have been approved by the FASB.
U.S. GAAP is undergoing a codification process that takes effect July 1, 2009. Under the new codified system, all sources of GAAP, whether they be SFASs, FINs, FSPs, or others, will be organized using a uniform referencing system that is organized by subject area. This is similar in structure to the U.S. auditing standards codification. The assignment of consecutive standard numbers will continue as new standards are promulgated (e.g., SFAS 162, 163, etc.). But each new source of GAAP will then be codified into the new system.
For purposes of this book, the original sources of GAAP have been cited for ease of reference. The FASB GAAP codification system will provide for easy cross-referencing between original standard numbers and the new referencing system.
International Financial Reporting Standards (IFRS) are the accounting rules used in preparing financial statements in many countries. These standards are promulgated by the International Accounting Standards Board (IASB). The primary documents included in the IFRS are separate standards (IFRS 1, IFRS 2, etc.), as well as International Accounting Standards (IAS), which are also numbered consecutively (IAS preceded IFRS and continue to be applicable, as well as amended by the IASB). Additional guidance is provided in the form of interpretations of these standards by the Standing Interpretations Committee (SIC), whose interpretations are numbered consecutively as SIC 1, SIC 2, and so forth.
The IFRS are either required or optional in approximately 113 countries, with several countries currently in the process of converting to a requirement to utilize IFRS. In some cases companies whose stock is publicly traded utilize IFRS, while nonpublic entities do not. The European Union (EU) has adopted virtually all IFRS with minor modifications. The list of non-EU countries that require or allow use of IFRS by some or all entities includes Australia, Egypt, Israel, Russia, and Switzerland.
Canada has adopted a plan requiring the use of IFRS by all publicly accountable entities starting with fiscal years beginning on or after January 1, 2011. Among the other countries that will soon begin utilizing IFRS are some other large nations, such as Brazil.
In the United States, the SEC has approved a plan requiring the use of IFRS by SEC-registered public companies by 2014, and permitting the use of IFRS by some companies beginning in 2010. In 2007, the SEC approved rules that permitted non-U.S. companies that are required to register with the SEC to submit financial statements prepared in accordance with IFRS, without a reconciliation of IFRS to U.S. GAAP.
According to estimates provided in a December 2008 report issued by the SEC, the market capitalization of exchange-listed companies in the European Union, Australia, and Israel account for approximately 26 percent of total global market capitalization. Once Canada and Brazil are added, that figure will grow to 31 percent.
So, the long and short of it is that the world is gradually converting over to one uniform set of accounting principles, improving anyone’s ability to compare the financial statements of companies operating in different parts of the world. But until this is completed, users will continue to be perplexed by the many differences in accounting from one country to another.
U.S. GAAP versus IFRS
This book is designed to provide guidance on fair value accounting fraud risks under both U.S. GAAP and IFRS. Accordingly, throughout the book specific differences between U.S. GAAP and IFRS will be explained, as well as how some of these differences can lead to an increased risk of fraud. But for purposes of this introduction, there are three key differences between U.S. GAAP and IFRS that readers should be aware of:
1. IFRS has generally provided for greater use of fair value accounting than U.S. GAAP, which has relied more on historical cost. This difference has gotten less extreme in recent years, with U.S. GAAP introducing greater use of fair value accounting, but differences remain.
2. The IFRS approach to accounting standards tends to be much more principles-based, providing broad concepts that should be followed, but leaving the application of those concepts in the hands of management and auditors. This is true not only with respect to fair value accounting issues, but throughout IFRS. U.S. GAAP, by contrast, tends to be much more detailed in its guidance. Many standards start out with a broad concept, but the standard ultimately goes into great detail, including numerous examples of how the concept should be applied to specific types of transactions.
3. Even in areas in which U.S. GAAP and IFRS share the basic accounting principle in relation to a particular topic, the application of each can be very different. Subtle but important differences in definitions of terms, or in criteria used to evaluate an issue, can lead to dramatic differences in accounting treatment.
As U.S. GAAP and IFRS continue down the path toward convergence, it will be interesting to see how these differences are resolved.
Fair Value Option Added for U.S. GAAP
SFAS 159, The Fair Value Option for Financial Assets and Financial Liabilities , introduced an important new phase of fair value accounting to U.S. GAAP. Under SFAS 159, entities may elect the fair value option for many assets and liabilities. Electing the fair value option means that assets or liabilities that have previously been measured using one basis (e.g., cost) may now be carried at fair value on a recurring basis.
Most financial assets and financial liabilities are eligible for the fair value option under SFAS 159. Financial assets are explained further in Part II, but generally include cash, equity (ownership) interests in other entities, receivables, and certain other contracts. Only a handful of financial assets and financial liabilities are not eligible for the fair value option, such as equity interests in entities that the owner is required to consolidate, certain assets and liabilities resulting from employee benefit plans, lease-related assets and liabilities, and demand deposits of financial institutions.
For assets, electing fair value treatment under SFAS 159 means that assets that were previously carried at lower of cost or fair value (i.e., nonrecurring fair value adjustments could be made if fair value declines below carrying value, but no adjustments would be made if fair value exceeds carrying value) are carried at fair value on a recurring basis. What does this mean? It means that if the fair value of an asset increases above the cost of the asset, that gain is recognized in the financial statements and the asset is adjusted to the higher amount. Under historical cost accounting, declines in fair value below book value were recorded, but never gains above book value.
The fair value option established by SFAS 159 may be applied on an instrument-by-instrument basis, with only a few exceptions (e.g., investments otherwise accounted for by the equity method). As a result, in some instances, a single line item on the financial statements may comprise a combination of instruments, some of which are carried at fair value on a recurring basis as a result of making the SFAS 159 election and others that are carried at historical cost or another basis. Once made, SFAS 159 fair value elections are irrevocable unless a new election date occurs.
Fair Value Defined
SFAS 157, Fair Value Measurements, defines fair value as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” The term market participant excludes related parties.
IFRS defines fair value as “the amount for which an asset could be exchanged between knowledgeable, willing parties in an arm’s length transaction.” Unlike U.S. GAAP, the IFRS definition and explanation of fair value is spread out among several standards. However, as noted earlier, the IASB is working on an exposure draft on fair value measurement guidance that will serve as a counterpart to SFAS 157.
Fair value, as the term is used throughout this book, can be applied with respect to any of the following eight categories:
1. One specific asset
2. A group of assets
3. A specific liability
4. A group of liabilities
5. A net consideration of one or more assets less one or more related liabilities
6. A segment or division of an entity
7. A particular location or region of an entity
8. An entire entity
The guidance on fair value issues in SFAS 157 is rather extensive in comparison to IFRS. Four elements of the U.S. GAAP definition of fair value have special meaning:
1. Orderly transaction. It is assumed that fair value is based on an orderly transaction. This assumes exposure to the market for a period of time prior to the measurement date to allow for the usual and customary marketing activities for similar transactions. An orderly sale is not one that is forced due to liquidation or other distress. Signs of forced transactions may include:
a. Insufficient time to properly market an asset to be sold, caused by an urgent necessity to dispose of the asset
b. Existence of a single potential buyer or a very limited group of buyers
c. A legal requirement to sell an asset, due to contractual provisions, laws, or regulations
Determining whether a transaction is orderly (and therefore potentially a reliable source of information) or disorderly (and therefore not determinative of fair value) requires judgment. As a result, this could potentially be an area of intentional misrepresentation or concealment of information by management in connection with a fair value accounting fraud. FASB provided additional guidance on determining whether a sale is orderly in April 2009 in the form of FSP FAS 157-4, Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly.
Fraud Risk No. 2.1
Basing fair value determinations on other known transactions, when the transactions cited are not “orderly.”
2. Principal or most advantageous market. The SFAS 157 concept of fair value assumes that the hypothetical transaction to sell an asset or transfer a liability would occur in the principal market for such transactions, meaning the market with the greatest volume of activity for the asset or liability under consideration. If no such principal market exists, then the most advantageous market should be considered. This would be the market that maximizes the amount that would be received to sell the asset or that minimizes the amount that would be paid to transfer the liability in question. Further discussion of active versus inactive markets is included in Chapter 3.
3. Transaction costs versus transportation costs. Fair value should be determined without regard to transaction costs, the incremental direct costs associated with selling an asset (e.g., commissions) or transferring a liability. However, if transporting an asset to the principal or most advantageous market would net the highest proceeds for an asset, the cost of transporting the asset should be considered in determining the asset’s fair value (i.e., transportation costs should be subtracted from the gross selling price, whereas transaction costs should not).
4. Highest and best use of assets