I haven't seen the details of the Aloha Petroleum deal set out anywhere in a comprehensible way. So I might as well do it here:
In 1989 the managers and directors of Harken Energy Corporation were presiding over a company that was losing a lot of money that year. The SEC-cleaned accounting statements would eventually report that Harken lost $12.6 million that year.
Anxious to report better numbers, the managers of Harken came up with a plan. Harken would sell 80% of its chain of Hawaiian gas stations--Aloha Petroleum--to a group of investors that included Harken's chairman Alan Quasha and another of its directors. Harken would loan the buyers $11 million and the buyers would kick in an additional $1 million up front for a total sale "price" of $12 million. Since Harken had carried Aloha on its books as worth $5.1 million, this "sale" would produce an immediate $7.9 million profit--$12 million in the sale "price" minus the $4.1 million valuation of 80% of Aloha. For Harken, this was enough to turn a bad loss for the year into a modest loss.
The net effect on Harken's balance sheet? Beforehand, Harken had had Aloha Petroleum as an asset carried as worth $5.1 million. Afterwards, Harken had on its balance sheet:
So what's the problem? Beforehand, Harken had one asset carried as worth $5.1 million. Afterwards, Harken had three assets whose value summed to $13 million. That's a gain of $7.9 million, right?... Urrr... Wrong.
The problem was the terms of the $11 million loan. It was not collateralized by or subject to recourse through anything other than Aloha. If Aloha were to make a ton of money, then the insider Aloha purchasers would pay the interest and repay the $11 million principal to Harken. If Aloha did not make a ton of money, then the insider Aloha purchasers would default on the loan, and at some point in the future Harken would have to book the loss from the default.
This was what the SEC objected to: that Harken was booking $7.9 million in current profits--less than the $11 million in financing that it was committing to the deal--when what Harken was really doing was transforming 80% of its ownership stake in Aloha from "equity" into "debt". When you looked beneath the surface of the transaction there was no change in the underlying economics: before the sale, Harken got cash from its equity stake in Aloha if and only if Aloha made the money; after the sale, Harken got cash from the debt it was owed by Aloha's insider purchasers if and only if Aloha made the money. Harken had made no significant change in its underlying businesses and profit potential as an economic organization, and yet was trying to claim that something, somehow had added $8 million in value--in current profits--to the company.
Needless to say, the SEC was not a happy camper about this.
And, needless to say, George W. Bush was lying when he claimed that "There was an honest difference of opinion. . . . sometimes things aren't exactly black-and-white when it comes to accounting procedures." I can't find an accountant (save for Harken's accountant, Arthur Anderson) who thinks that the SEC was not black-and-white correct when it demanded that Harken remove the "profit" from the Aloha sale. There was a "difference of opinion," yes. But it is disingenuous to call the Harken side of it "honest".
July 12, 2002
By PAUL KRUGMANThe current crisis in American capitalism... is about the way the game has been rigged on behalf of insiders. And the Bush administration is full of such insiders.... Everything Mr. Bush has said and done lately shows that he doesn't get it. Asked about the Aloha Petroleum deal at his former company Harken Energy %uFFD1 in which big profits were recorded on a sale that was paid for by the company itself, a transaction that obviously had no meaning except as a way to inflate reported earnings %uFFD1 he responded, "There was an honest difference of opinion. . . . sometimes things aren't exactly black-and-white when it comes to accounting procedures."
he current crisis in American capitalism isn't just about the specific details — about tricky accounting, stock options, loans to executives, and so on. It's about the way the game has been rigged on behalf of insiders.
And the Bush administration is full of such insiders. That's why President Bush cannot get away with merely rhetorical opposition to executive wrongdoers. To give the most extreme example (so far), how can we take his moralizing seriously when Thomas White — whose division of
Yet everything Mr. Bush has said and done lately shows that he doesn't get it. Asked about the Aloha Petroleum deal at his former company
And he still opposes both reforms that would reduce the incentives for corporate scams, such as requiring companies to count executive stock options against profits, and reforms that would make it harder to carry out such scams, such as not allowing accountants to take consulting fees from the same firms they audit.
The closest thing to a substantive proposal in Mr. Bush's tough-talking, nearly content-free speech on Tuesday was his call for extra punishment for executives convicted of fraud. But that's an empty threat. In reality, top executives rarely get charged with crimes; not a single indictment has yet been brought in the Enron affair, and even "Chainsaw Al" Dunlap, a serial book-cooker, faces only a civil suit. And they almost never get convicted. Accounting issues are technical enough to confuse many juries; expensive lawyers make the most of that confusion; and if all else fails, big-name executives have friends in high places who protect them.
In this as in so much of the corporate governance issue, the current wave of scandal is prefigured by President Bush's own history.
An aside: Some pundits have tried to dismiss questions about Mr. Bush's business career as unfair — it was long ago, and hence irrelevant. Yet many of these same pundits thought it was perfectly appropriate to spend seven years and $70 million investigating a failed land deal that was even further in Bill Clinton's past. And if they want something more recent, how about reporting on the story of Mr. Bush's extraordinarily lucrative investment in the Texas Rangers, which became so profitable because of a highly incestuous web of public policy and private deals? As in the case of Harken, no hard work is necessary; Joe Conason laid it all out in Harper's almost two years ago.
But the Harken story still has more to teach us, because the S.E.C. investigation into Mr. Bush's stock sale is a perfect illustration of why his tough talk won't scare well-connected malefactors.
Mr. Bush claims that he was "vetted" by the S.E.C. In fact, the agency's investigation was peculiarly perfunctory. It somehow decided that Mr. Bush's perfectly timed stock sale did not reflect inside information without interviewing him, or any other members of Harken's board. Maybe top officials at the S.E.C. felt they already knew enough about Mr. Bush: his father, the president, had appointed a good friend as S.E.C. chairman. And the general counsel, who would normally make decisions about legal action, had previously been George W. Bush's personal lawyer — he negotiated the purchase of the Texas Rangers. I am not making this up.
Most corporate wrongdoers won't be quite as well connected as the young Mr. Bush; but like him, they will expect, and probably receive, kid-glove treatment. In an interesting parallel, today's S.E.C., which claims to be investigating the highly questionable accounting at
The bottom line is that in the last week any hopes you might have had that Mr. Bush would make a break from his past and champion desperately needed corporate reform have been dashed. Mr. Bush is not a real reformer; he just plays one on TV.
LA Times | July 12, 2002 | As a Board Member, Bush OKd a Deal Like Enron's
"that Harken lost $12.6 billion that year. "
I think that should be "million", no?
Posted by: Nick on July 13, 2002 12:04 PMIt was nice to see that laid out in clear language. I read a second hand account elsewhere that said that under the terms of the deal Harken had undertaken to guarantee any environmental problems at Alohoa and agreed to indemnify the insider investors for any claims that may arise against them from their ownerhip of Aloha, which makes it look even less like a "sale" to a third party. Do you know if that is true?
Posted by: pj on July 13, 2002 05:04 PM
As a businessman, the thing that jumps out at me is that Harken immediately improved cash flow by $ 1 million, with the opportunity for another $11 million. All that for selling an asset carried at $5 million.
I can see how that would make sense to a company in such a volatile industry. Now all we need to know is why Harken stock went up to $8 a little over a year later.
Posted by: Patrick R. Sullivan on July 14, 2002 08:07 AMSay, rather, that for $1 million in cash they gave away the upside on Aloha (by turning their equity into debt), kept the downside (non-recourse), and reported this deal as an $8 million profit.
No wonder the SEC was unhappy.
Brad DeLong
Ouch. We don't like non-recourse seller financing. But your source for this info was not Krugman's article. Links and smoking guns, please?
Regards,
Posted by: Tom Maguire on July 14, 2002 07:08 PMYes, please. This is a very nice, clear lay-out of the deal (clarity being Bush's nemesis).
Posted by: Barry on July 15, 2002 05:44 AM"Say, rather, that for $1 million in cash they gave away the upside on Aloha (by turning their equity into debt), kept the downside (non-recourse), and reported this deal as an $8 million profit."
Which is not an answer to the question of why Harken ended up trading at $8 a year later. That fact, suggests to me that this deal worked out to Harken's advantage. Do you information to the contrary?
But, "gave away"! Didn't they get $12 million in exchange?
BTW, we're forgetting about tax law in this. IIRC, after the Tax Reform Act of 1986 these installment sales had to be all booked in the year of the sale. Which is another reason to make the deal in a year of operating losses, the profit on the Aloha sale was offset by those losses. So, the tax savings made it even more profitable.
And wouldn't Aloha revert to Harken if the purchasers defaulted on the contract? All in all, this strikes me as a garden variety business transaction. Perhaps the professor's business experience tells him otherwise?
Posted by: Patrick R. Sullivan on July 15, 2002 06:49 AMI think the LA Times has this story on 7/12, but I haven't registered to find out. The WaPo has something on 7/13, but doesn't mention non-recourse financing. Links provided by me? Whose blog is this, anyway?
As to true-sale accounting, I've seen people stuggle to stucture deals that qualify. A fine line, and how close Aloha was to the line, I don't know. The accountants blessed it initially, and this was in an era when some firms still had credibility. Didn't they?
Krugman's assertion that this sale lacked any economic significance doesn't stand up. Prof DeLong seems to characterize it as a covered call write (without saying so), and The Other Sullivan points out possible tax advantages.
Aloha,
Posted by: Tom Maguire on July 15, 2002 07:37 AMIt is important not to conflate two different questions about Aloha. One is: Was it a fair transaction? The other, quite different question, is: How much profit, if any, should Harken have recorded?
But if the answer to the first question is yes, that is, if it was a fair transaction, then it should be clear even to Arthur Anderson that Harken made nowhere near $7.9 million on the deal. If it was a giveaway to the buyers then the profit could have been close to the reported sum. It all depends on what the actual market value of Aloha was.
There are two ways to look at the deal in option terms:
1. The buyers paid $1 million, not $12 million, for a call option on Aloha with a strike price of $11 million.
2. The buyers paid $12 million, and got Aloha PLUS a put option on Aloha with a strike price of $11 million. In other words, they could effectively sell Aloha back to Harken for $11 million by defaulting on the note.
Neither of these characterizations is totally accurate, because of loan payment terms, etc., but they're close. From either perspective, this might have been a fair deal. I don't have enough information to know. But I do have enough to say that the accounting overstated Harken's profit, if the deal was fair.
Consider the first interpretation. The price of a call option plus its strike price must be greater than the value of the underlying asset. So Aloha could not have been worth $12 million if this was a fair deal.
Similarly, under the put scenario, the buyers got Aloha plus something else of value - the put option - for $12 million, so Aloha by itself was not worth $12 million.
All this is really just common sense made complicated. If $12 million was a fair price then there was no need for the non-recourse provision which translates into all those options.
However one records this, and I'm far from sure what the right entries are, there is no excuse for claiming a $7.9 million profit unless it was such a sweetheart deal, i.e. Aloha was worth so much more than $12 million, that the call was sure to be exercised, or the put was worthless.
Posted by: Bernard Yomtov on July 15, 2002 08:05 PM