Dec 1 (Reuters) - The off-balance-sheet accounting methods
that Enron and Lehman Brothers made famous in their epic
failures years ago have a modern-day poster child: MF Global.
Like its predecessors, the bankrupt brokerage formerly run
by Jon Corzine took advantage of an accounting maneuver to keep
certain financial obligations off its books, making the firm
look less indebted and thus less of a risk than it really was.
On Thursday, Mary Schapiro, chairman of the Securities and Exchange Commission, told a committee of Congress the SEC was
investigating the accounting treatment that helped mask MF
Global's exposure to risky foreign sovereign debt.
The fact that MF Global was able to use the technique
highlights how off-balance-sheet moves are evolving as quickly
as new accounting rules intended to stop them. Earlier this
year, the Financial Accounting Standards Board changed its
rules to bar an off-balance-sheet loophole that had helped
Lehman Brothers get into trouble in 2008.
The fixes of FASB often are too specific to keep firms from
trying new tacks, said several analysts, academics and former
regulators. "They keep trying to put a Band-Aid on this thing,
but you've got this problem that is huge and requires major
surgery," said Penn State University accounting professor Ed
Ketz.
WITHIN THE RULES
MF Global's version complies with current accounting rules.
Other Wall Street firms use it too, though generally for
ultra-safe U.S. Treasuries, which the government promises to
repurchase at face value.
In MF Global's case, the off-balance-sheet accounting
itself didn't cause the firm's downfall, but it allowed MF
Global to use borrowed money to make billions of dollars in
ultimately catastrophic bets on European sovereign debt - and
obscured the risk those bets posed to the company.
Nothing was done to force MF Global to respond until the
Financial Industry Regulatory Authority demanded that MF
Global's broker dealer business put aside more cash and liquid
assets to absorb any losses in its European bets. Moody's
downgraded the firm, setting off a rapid drop in confidence
that ended with the firm's Oct. 31 bankruptcy.
Moody's senior analyst Al Bush told the Wall Street Journal
last month his firm was surprised to learn that MF Global's
large off-balance-sheet position was not being held for
clients, but was the firm's own bet.
Law-enforcement officials, regulators and the bankruptcy
trustee are still searching for as much as $1.2 billion in
missing investor money believed to have been unlawfully mingled
with the firm's own funds. The firm has said it is cooperating
fully with the investigation. Corzine has been quiet on the
matter since his Nov. 4 resignation, though at that time he
pledged to help the firm respond to inquiries.
REPO
MF Global's off-balance-sheet maneuver involved what's
called a repo, or repurchase agreement. In repo deals, a firm
borrows money, but puts up assets as collateral, assets it
agrees to repurchase later. Repo deals are common, and
typically don't move assets off the balance sheet.
Lehman got in trouble for doing deals in late 2007 and in
2008 using a slightly different move, what it called the "Repo
105,", which used to get assets off its balance sheet, often
just days prior to its reporting deadlines.
Lehman's repo created "a materially misleading picture of
the firm's financial condition," according to a 2010 report by
Anton R. Valukas, the now-defunct firm's Bankruptcy Court
examiner and chairman of Jenner & Block law firm.. It has been
closed by a new FASB rule being implemented this quarter.
MF Global used a version of the off-balance-sheet move
called "repo-to-maturity." The firm offered billions of dollars
in sovereign debt as collateral on a series of loans designed
to expire at the same time as the collateral itself. With the
collateral and the loans coming due simultaneously, MF Global
might never take possession of that debt again. That entitled
the firm to count those as sales, and moved $16.5 billion off
its balance sheet, most of it debt from Italy, Spain, Belgium,
Portugal and Ireland.
It did disclose a $6.3 billion exposure to European debt, a
figure that eventually became a concern for regulators and
others doing business with the firm.
To top it all off, the accounting for these deals added
$124 million in financing payments to the firm's revenue over
the last four quarters, according to SEC filings, firm
documents and people close to the firm.
HARD TO TRACK
It's hard to track the intricacies of repo-to-maturity
deals. A few other financial firms including Oppenheimer,
Nomura Holdings and Merrill Lynch have disclosed that they use
the structure. Much like MF Global, Nomura used the deals to
help build a bet on European debt that was as high as $3.6
billion at the end of September, but which has now been cut by
the Japanese firm to $884 million. A New York spokesman for
Nomura could not immediately be reached for comment.
Accounting and financial experts are starting to call for a
re-examination of the repo structure that MF Global used. "We
are talking to FASB about whether that is a policy that ought
to be changed," Schapiro said on Thursday, referring to the
Financial Accounting Standards Board. In response, a FASB
spokesman declined immediate comment.
Last month, Leslie Seidman, FASB chairman, told Reuters in
an interview that the U.S. accounting rule maker relies on
regular contact with regulators, investors, accounting experts,
companies and accounting firms to know what accounting concerns
are out there and no one had raised questions about
repo-to-maturity transactions.
Accounting rules since Enron have forced many deals onto
the balance sheet and disclosure of important details on other
deals. Hundreds of billions of dollars of investments in credit
card debt, for example, moved onto balance sheets after
accounting changes in 2010, though similar bets on real estate
loans remain largely off bank balance sheets. Hundreds of
billions of dollars in obligations of all types sit off balance
sheets.
In the banking industry, the bigger off-balance-sheet
categories are unused credit, investments backed by pools of
loans and derivatives. Excluding derivatives, which are largely
offset by other investments aimed at limiting their risk, U.S.
bank holding companies' off-balance-sheet obligations totaled
over $9 trillion in September, according to an analysis of
Federal Reserve Board data by Montanus Group.
More than half of that came from unused lending
commitments, 70 percent of which were promised by the 10
largest banks.
That's down almost $700 billion in the last two years, in
part because of changes in accounting rules that required banks
to bring some of their off-balance-sheet deals onto the books.
For MF Global, repo-to-maturity deals pushed assets and
liabilities off their balance sheet while providing a source of
income for a company that had a drop in other sources,
especially interest income.
MF Global earned $286.8 million in its last full fiscal
year from interest income after expenses. Three years earlier,
that figure was $502.1 million.
"In this type of environment, when it's tough to generate
high returns on anything, institutions may try to get a little
cute in the way they take positions," said Montanus Group
managing partner Nathan Powell. "That's the lesson I take from
MF Global."
The bankruptcy case is In re MF Global Holdings Ltd, U.S.
Bankruptcy Court, Southern District of New York, No.
11-15059.
For MF Global: Kenneth Ziman of Skadden, Arps, Slate,
Meagher & Flom and Steven Reisman of Curtis, Mallet-Prevost,
Colt & Mosle.
For the creditors committee: Martin Bienenstock of Dewey &
LeBoeuf.
(Reporting by Nanette Byrnes)
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