Corporate governance Unauthorized financial transactions Forensic accounting Audits
This case considers unauthorized financial transactions at Koss Corporation, a small publicly-traded speaker headset manufacturer headquartered in Milwaukee, Wisconsin.
In late December 2009, a federal complaint charged Koss’s CFO with embezzling as much as $4.5 million from Koss, which had 2009 revenues of only $38.2 million. Two days later Koss issued a press release stating that the embezzlement might be as high as $20 million. On January 4, 2010, Koss issued a press release stating that the embezzlement may have exceeded $31 million for the fiscal years ending June 30, 2005 through 2009. Later reports disclosed that the embezzlement ranged from $2,195,477 in fiscal year 2005 to $8,485,967 in fiscal year 2009, and were approximately $5 million per quarter for the two quarters ended September 30, 2009, and December 31, 2010.
The embezzlement was detected when American Express notified Koss’ CEO that the firm was making very large wire transfers of cash to pay off a personal American Express card.
The case takes the perspective of a hedge fund manager who is analyzing Koss’ financial statements in an attempt to value Koss with no more information than previous financial statements and the knowledge that the CFO may have embezzled $35-$40 million during the previous ten years. A quick review of Koss’s annual financial statements from 2005-2009 reveals Koss had virtually no liabilities and that its assets could not have been overstated by the amount of the embezzlement; total assets as of December 31, 2009, were only $28.5 million.
Although accounts receivable and inventories might be overstated by as much as $5 million each, it seems highly unlikely that auditors would miss that much of an overstatement of receivables. Even if receivables and inventory were overstated by a total of $10 million, the remaining $25-30 million embezzled must have been recorded by debiting an expense account and crediting cash. Koss must have been highly profitable before the embezzlement and only moderately profitable after the embezzlement.
Assuming the embezzlement was primarily recorded as an expense, then Koss’ balance sheet is reasonably accurate, so Koss may need only a minor write-off of inventory and receivables. In the future, the major change to Koss’ operations will be that it is far more profitable because no one is embezzling. Koss’ market value should increase as a result of the discovered embezzlement, not decrease, which would have been the initial reaction to a major embezzlement.
Prior to the embezzlement, Koss was trading at about $5.50 per share. After the embezzlement disclosure, Koss’s share price declined to $3.90 per share, but has subsequently risen to $5.65 per share. During that same period the DJIA and SA&P 500 each declined by about 5%. Koss expects to release the results of its investigation in June 2010, so the teaching note will include information that is not now available.
Best uses:
Undergraduate intermediate accounting
First-year MBA/Executive MBA Financial accounting
Financial reporting
Financial statement analysis
Valuation
43.Asher Associates: Acquisition Targets
10 pages; advanced Acquisitions Valuation EBITDA Receivables
This case includes information from offering documents for two software firms that an Executive MBA candidate is evaluating for a possible acquisition. The information includes detailed financial information, plus add-backs to adjust reported net income to EBITDA, since the owners of both firms are offering their firm for sale as a multiple of EBITDA.
Many privately held firms have high costs for executive salaries, travel, entertainment, automobiles, and similar items that would be substantially reduced by a new owner. The first firm adds back numerous costs but many of them seem necessary to operate the business.
The first firm also expects the acquirer to pay the current owner for 70% of the cash and 80% of the accounts receivable retained in the business (or have the owner withdraw those amounts prior to the acquisition). Sellers and buyers typically specify the net current assets that will remain in the business at the time of the sale; this adjustment effectively specifies that the acquired firm will probably not have enough cash or receivables to operate without additional funding.
The second firm is an “S” corporation so it will be an asset sale. The acquirer will be able to record as intangible assets the difference between the selling price and the net book value of tangible assets, and then amortize that amount over 15 years. That clearly adds value to the acquired company.
The second company also reports on the cash basis, although from the case it is unclear whether the firm can legally use that method for tax purposes. From the potential buyer’s perspective, that is irrelevant because the buyer will switch to accrual accounting. However, there is a very significant issue related to the cash basis accounting. The firm’s financial statements do not include credit sales and at the time the business is being offered for sale, receivables are very high. That leads to two questions. First, are the receivables collectible? From the case, that does not seem to be a problem. The second question is more of a problem.
The firm did not record accounts receivable for prior years. The firm’s owner recently estimated year-end receivables for prior years so the firm could prepare accrual-based income statements. Those accrual statements show a firm with steadily increasing revenues and profits; in contrast, cash-based income statements show a firm with slowing increasing revenues and declining profits. Because the firm has no records of year-end receivables, the potential buyer has no way to know which set of financial statements is more reliable. Hiring a firm to perform due diligence might help, but the results would still be questionable.
The case presents information that is similar to what a buyer would encounter when evaluating businesses that sell for between $10 million and $50 million (and possibly much larger businesses). Sellers know that buyers often price a business based on EBITDA, information is often of questionable quality, and sellers often adjust EBITDA so as to improperly inflate a firm’s offering price.
Best uses:
Undergraduate intermediate accounting
First-year MBA/Executive MBA Financial accounting
Financial statement analysis
Valuation
Use with:
Business Valuation (Chapter 7)
Brief Excel Case: Valuation (Chapter 8)
44.Sunbelt Beverage Corp: Fair Value Litigation
10 pages; advanced Business valuations Fair value Litigation
This case covers a recent court ruling by the Delaware Chancery Court on the value of a privately held business. In 1997 the majority shareholders acquired a minority shareholder’s stock at a price the minority shareholder felt was far too low. The minority shareholder sued for relief, and in 2010 the Delaware Chancery Court ruled primarily in favor of the minority shareholder. The case discusses in detail the three primary valuation methods used to value a company (the income approach, or discounted cash flow; the market approach, or market multiples, and; the asset approach, or the sum of what individual assets could be sold for in a timely liquidation).
The case covers a wide range of valuation methods by three valuation experts. The court completely rejected all but one method. That method is based on the Morning Star/Ibbotson discount rates by firm size. The case provides enough information that students can discuss the validity of each valuation method and the validity of the judge’s decisions.
Best uses:
Undergraduate intermediate accounting
First-year MBA/Executive MBA Financial accounting
Valuation
Use with:
Business Valuation (Chapter 7)
Brief Excel Case: Valuation (Chapter 8)
Chapter 7, Topic Notes
45.Discounted cash flows and the Time Value of Money
Discounted cash flow analysis using Excel 8 pages; introductory
This note explains discounted cash flow calculations using Excel. It covers the Payment function (PMT), the Net Present Value function (NPV), and the Future Value function (FV).
Best uses:
Undergraduate intermediate accounting
First-year MBA/Executive MBA Financial accounting
Executive education
Use with:
Chang Medical Electronics (Chapter 1)
46.Ratio analysis
4 pages; introductory Ratio analysis
This note explains 17 different ratios classified according to four categories: profitability and cost ratios; short-term liquidity ratios; long-run solvency ratios; operating efficiency ratios, and; growth measure ratios.
Best uses:
Undergraduate intermediate accounting
First-year MBA/Executive MBA Financial accounting
Executive education
47.Note on Bonds
4 pages; introductory Bond valuation Reported bond yield conventions Bond pricing conventions Accrued interest conventions
This note discusses bond mathematics. It includes a discussion of bond valuation and bond yields. It also covers conventions for bond pricing and accrued interest, which are rarely discussed in accounting or finance texts.
Best uses:
Undergraduate intermediate accounting
First-year MBA/Executive MBA Financial accounting
Use with:
Chang Medical Electronics (Chapter 1)
48.Retiree benefits in the United States
13 pages; intermediate to advanced Defined benefit plans Retiree health care benefit plans Employee Retirement Income Security Act of 1974 (ERISA) Pension Benefit Guarantee Corporation (PBGC)
This note explains accounting rules for pensions and other retiree benefits. It also includes a discussion of the Employee Retiree Income Security Act of 1974 (ERISA) and of the Pension Benefit Guarantee Corporation (PBGC).
Best uses:
Undergraduate intermediate accounting
First-year MBA/Executive MBA Financial accounting
Financial reporting
Financial statement analysis
Use with:
Chrysler LLC: Bankruptcy (Chapter 2)
The Boeing Company: Retiree Benefits, 2008 (Chapter 3)
General Motors Corp: Bankruptcy (Chapter 5)
49.Fair value reporting
7 pages; advanced Fair value reporting The fair value option
This note explains the most current FASB and IFRS fair value reporting rules and The FASB fair value option rules. It also discusses how the new fair value and fair value option rules are related to the business valuation industry, which has developed many
Best uses:
Undergraduate intermediate accounting
First-year MBA/Executive MBA Financial accounting
Financial reporting
Financial statement analysis
Executive education
Valuation
Use with:
Merrill Lynch & Co., Inc. (Chapter 5)
50.Business combinations
11 pages; advanced Accounting for business combinations
This note explains business combinations reporting rules, including rules for recording identifiable intangible assets at their fair value, and rules for valuing goodwill or a gain on acquisition.
Best uses:
Undergraduate intermediate accounting
First-year MBA/Executive MBA Financial accounting
Financial reporting
Financial statement analysis
Executive education
Valuation
Use with:
Thomson’s Acquisition of Reuters (A) (Chapter 4)
Barclays’ Acquisition of Lehman Brothers (Chapter 4)
InBev: the Anheuser-Busch Acquisition (Chapter 6)
51.Business valuation
Fair value Business valuation
This note discusses business valuation from both an academic point of view and from the point of view of a business valuation expert, who may follow the methods specified by a business valuation certifying organization. The note introduces the idea of discounts, such as lack-of-control discounts, lack-of-marketability discounts, key employee discounts, and concentration risk discounts. These concepts are widely used in business valuation but are rarely discussed in accounting or finance classes.
Best uses:
Undergraduate intermediate accounting
First-year MBA/Executive MBA Financial accounting
Financial reporting
Financial statement analysis
Executive education
Valuation
Use with:
Asher Associates: acquisition targets (Chapter 6)
Sunbelt Beverage Corp: Fair Value Litigation (Chapter 6)
Chapter 8, Excel-based Problem Sets
52.Brief Excel Case: Discounted cash flows
7 pages; introductory Discounted cash flow analysis using Excel
This problem set includes examples of NPV and PMT calculations, plus two required problems. The first problem is to determine which low-cost auto loan interest option is preferable. The second problem is to determine the cash flows associated with a potential bond issue, and that bond’s NPV under two different market conditions.
Best uses:
Undergraduate intermediate accounting
First-year MBA/Executive MBA Financial accounting
53.Brief Excel Case: Revenue recognition (A)
3 pages; intermediate Revenue recognition
This problem requires students to record revenue and notes receivable for a land sale where the buyer pays 10% down and signs a 5-year note for the remaining 90% of the purchase prices.
Best uses:
Undergraduate intermediate accounting
First-year MBA/Executive MBA Financial accounting
Financial reporting
Use with:
Revenue Recognition (A) or (B) (Chapter 3)
54.Brief Excel Case: Revenue recognition (B)
2 pages; intermediate Revenue recognition
This problem requires that students prepare financial statements for a direct-response marketing firm where direct-response marketing costs must be recognized immediately or over an extended period. Students are then asked to compare the two methods.
It also requires students to prepare financial statements for a retail firm that sells extended warranties. The first set of financial statements must report extended warranty payments as revenue on the date of sale. The second set of financial statements must report amounts received for extended warranties as revenue during the periods when the firm expects to incur extended warranty costs. Students must then compare the two methods.
Best uses:
Undergraduate intermediate accounting
First-year MBA/Executive MBA Financial accounting
Financial reporting
Use with:
Revenue Recognition (A) or (B) (Chapter 3)
55.Brief Excel Case: Impairments and Restructurings
3 pages; intermediate Accounting for asset impairments under IFRS and U.S. GAAP Goodwill impairments Accounting for restructurings
This problem set has three separate problems. The first requires students to prepare a discounted cash flow test for a potentially impaired division. The second problem requires students to record restructuring costs for a firm that revises its estimated restructuring costs. The third problem also requires students to record restructuring costs for a firm that revises its estimated restructuring costs.
Best uses:
Undergraduate intermediate accounting
First-year MBA/Executive MBA Financial accounting
56.Brief Excel Case: Fixed Income Securities (Bonds)
3 pages; intermediate Accounting for the sale of fixed income securities Early retirement of fixed income securities
This problem set includes three bond problems. The first requires students to calculate the amount received for bonds issued at a premium and the journal entries needed to record the bond issue. It then asks how results would change if the bonds were issued at a discount.
The second problem requires students to calculate the cost of acquiring those bonds at a later date and to the show the journal entries needed to record the acquisition and retirement of those bonds.
The third problem requires students to compute the amount received for a zero-coupon bond issue, and to then show the journal entries for that bond issue.
Best uses:
Undergraduate intermediate accounting
First-year MBA/Executive MBA Financial accounting
Use with:
Chang Medical Electronics (Chapter 1)
57.Brief Excel Case: Leases
4 pages; intermediate Accounting for sales-type leases Accounting for operating leases The effect of discount rates on reported revenues
This problem set requires students to prepare a table showing annual lease payments and outstanding balances for a manufacturer that leases its construction equipment as sales-type capital leases. Students must also show related journal entries and must determine the effect of different discount rates on reported income.
Best uses:
Undergraduate intermediate accounting
First-year MBA/Executive MBA Financial accounting
Use with:
Accounting Irregularities at Xerox (Chapter 2)
Leasing Restatements in the Restaurant Industry (Chapter 3)
58.Brief Excel Case: Investments in Derivative Securities
3 pages; intermediate Pricing conventions for derivative securities
This problem requires that students compute the gain or loss from an investment in two derivative securities, one of which trades on the Chicago Mercantile Exchange (CME), and one of which trades on the Chicago Board of Trade (CBOT). The problem is simple, but students learn about fixed-income derivative pricing and about contract specifications. In particular, they learn that a quote of 98.26 for a Eurodollar futures contract does not mean the contract price is $98.26; they learn that the value is 98.26 multiplied by $2,500, or slightly less than $250,000.
They also learn that a quote of 109’112 for a Treasury note futures contract does not mean the contract price is $109.112. Instead, the 112 is a quote in thirty-seconds; specifically 11.25 thirty seconds, so in decimals, the quote is $109.351563. For Treasury futures contracts, the quote is multiplied by $2,000, so the value is slightly more than $200,000.
The purpose of this problem set is to illustrate that it is necessary to learn numerous details to price complex securities.
Best uses:
Undergraduate intermediate accounting
First-year MBA/Executive MBA Financial accounting
Financial reporting
59.Brief Excel Case: Defined Benefit Retirement Plans
5 pages; intermediate Accounting for defined benefit retirement plans Service costs Interest costs Cost of changes in actuarial assumptions
This problem set requires that students compute service costs, interest costs, and the cost of changes into a discount rate. This is a relatively rote calculation but it does help students understand what influences pension liabilities.
Best uses:
Undergraduate intermediate accounting
First-year MBA/Executive MBA Financial accounting
Financial reporting
Financial statement analysis
Use with:
The Boeing Company: Retiree Benefits, 2008 (Chapter 3)
60.Brief Excel Case: Securitization
6 pages; advanced Accounting for securitizations Retained interests Discount rates Assumed default rates
This case is both a note and a problem set. It explains the basics of securitization and then asks students to compute a firm’s gain or loss from securitizing receivables and to then record gains or losses as the estimated default rate and discount rate change.
Best uses:
Undergraduate intermediate accounting
First-year MBA/Executive MBA Financial accounting
Financial reporting
Financial statement analysis
Best use:
General Growth Properties: Crises in Securitization (Chapter 2)
New Century Financial Corp (Chapter 3)
Mitchells & Butlers plc (Chapter 4)
Harley-Davidson, Inc. (B): February 2010 (Chapter 5)
61.Brief Excel Case: Business valuation
4 pages; intermediate Discounted cash flow valuations Market comparable/market multiple valuations
This case requires that students modify market multiple valuations and a discounted cash-flow valuation, and then consider which calculations are the most reliable. The required calculations are quite simple but the exercise, which is based on a highly realistic example, helps students understand that most valuations that are not based on quoted market prices in active markets are highly subjective.
Best uses:
Undergraduate intermediate accounting
First-year MBA/Executive MBA Financial accounting
Financial reporting
Financial statement analysis
Valuation
Best uses:
Asher Associates: Acquisition Targets (Chapter 6)
Sunbelt Beverage Corp: Fair Value Litigation (Chapter 6)
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