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IT giants who don't pay tax part 1: how Cisco does it

And how it could all end in tears

Analysis Cisco is "a modern house of cards, in which the cards are Cisco's stock and the companies acquired for Cisco stock" according to Barrons. Part of the problem is that Cisco is not employing astute financial engineering techniques, so it has been increasing its exposure with little or no appreciation of the potential downsides. One sneeze from the market, and maybe the whole lot could go over.

The company's acquisitions are mostly by pooling, which results in distorted accounts. It also has enormous stock-option debt, and customers' purchases are financed via related party transactions. So long as Cisco is on the up, this works, but it's a precarious edifice that stands in peril if the company were to fail to meet financial analysts' expectations.

Cisco's acquisition trail

In 1993, Cisco was pretty much a one-product company making routers, but its major customers began to buy switches instead. Overnight, Cisco decided to become a network company with an aggressive acquisition policy that became "wired into the DNA of the company". Cisco has made 80 acquisitions so far, with 24 acquisitions in fiscal 2000 and a further eight in the present financial year, which began on 30 July. Pooling - using shares - has been used in more than three quarters of the acquisitions by value, and purchase - using cash - for the remainder.

Cisco's dominant market position results from these acquisitions and allows it to charge high prices for its products and leverage its Internet Operating System for its own products. Juniper is the only significant competitor with routers that are compatible with Cisco's. Although Cisco claims that 99 per cent of its IOS is based on open standards, it's the proprietary part that causes the grief. Cisco is squeezing the major telcos like AT&T and Sprint and shutting them out of the market, so that they are having to spend $2 on equipment to get $1 in revenue and perhaps $0.10 in profit (according to a Lehman Brothers' study), with the probability that this will rise to $3 this year and $4 next year.

Cisco's results have been remarkable: sales of $19 billion in fiscal 2000, with year-on-year share growth of 55 per cent, net income of $4 billion, net margins of 21 per cent, no debt, and $5.5 billion in cash. There is however a staggeringly high price/earnings ratio, well into three digits. The market capitalisation was at one stage more than half a trillion dollars, which is extraordinary for a company with less than $20 billion in annual revenue. It will therefore be extremely hard for Cisco to maintain its earnings expectations, although so far it has consistently given the Street around a cent more than expected. Cisco is now in the position where profits must grow faster than the stock price for a collapse to be avoided, which puts the company under enormous pressure to increase profits.

Pooling, or watering the whisky

Some say that using shares to make acquisitions - pooling - is like watering the whisky, since the shares don't show up in the accounts. Consequently, investors are unable to see how each investment is doing, or to make any sensible predictions about cash flow from each acquisition. What Cisco is doing is accelerating depreciation and keeping the assets off the balance sheet. The amazing aspect of this pooling is that it is legal, and it does not have to be accounted for in the financial statements. Barrons opined that Cisco's profits would have been wiped out if it had used the purchase method of accounting for acquisitions, instead of pooling.

Cisco includes in its accounts the sales from the companies it acquires, but excludes most of the acquisition cost - a technique that forensic accountant Bill Parish calls "financial deception". Parish claims that pooling resulted in Cisco having a $13 billion tax credit for fiscal 1999, despite reporting a gross margin of more than $7 billion. Even when pooling is not used for acquisitions, in-process R&D can be written off and used to suppress current earnings and decrease the tax bill, so making future earnings look better than they are. Thomas Donlan in Barrons in August suggested that it was as though there were two sets of books when there is such a divergence between financial reporting and tax reporting.

Because Cisco uses pooling, it is not allowed by SEC rules to buy back its own shares to reduce the dilution that results from its stock option programme. The SEC was going to repeal pooling in December - it is not allowed in most countries - but Cisco has successfully lobbied to have this put back by six months. Cisco's controller Dennis Powell told the Washington Post that the "elimination of pooling will derail the engine that is driving the strong economy of this country". CEO John Chambers just happened to make a donation of $210,000 to a group of Congressmen shortly before they wrote to the Financial Accounting Standards Board criticising its proposal to scrap pooling. Because both George W Bush and Democrat VP candidate Joe Lieberman have defended pooling, there must be some considerable doubt as to whether it will be banned by the next administration.

Despite its profits, Cisco pays no federal income tax, as confirmed in its recent 10K filing with the SEC. There is a provision for income taxes, but "deferred tax assets" from previous years ($1.091 billion in the July accounts) ensure that no tax is paid. Cisco has also received considerable tax credits from the now-illegal foreign sales corporation rebates, but there is no agreement yet with the EU about an alternative export subsidy scheme.

Stock options

Bill Parish says that Cisco owes more than 800 million shares to its employees in options. Donlan described stock options as deserving "to go under the inquisitor's hot lamp as another dubious tax subsidy that perverts good sense and harms the owners of the corporation that issues them". The WSJ has put Cisco's stock option debt at $40 billion, increasing by some $800 million for every dollar that the share price increases. Cisco is allowed to claim a full tax deduction for the exercise price of share options paid to employees. A consequence for investors is that earnings are being diluted as more shares are issued.

Funding the customers

According to Parish, Cisco maintains a pyramid by pooling and manipulating gross revenues, and undercutting competitors with equipment leases through its finance company. Not infrequently, Cisco announces vendor financing rather than product sales, which is indicative of the importance that Cisco attaches to funding its customers. This implies that the quality of Cisco's current business is not as good as for competitors who have no leasing business, since Cisco would be reporting income from leasing operations two or three years earlier, when in reality the equipment may be close to valueless because of obsolescence. Cisco has the cash for leasing because it does not use as much cash as its competitors for acquisitions or salaries. Cisco Capital is also suspected by Parish of accepting stock options from customers in lieu of cash, and should any pre-IPO shares appreciate on listing, there would be no tax liability. The accounting information disclosed on Cisco Capital is very scanty.

Related party transactions

Although Michelangelo Volpi, Cisco's chief strategy officer, has claimed that less than one per cent of Cisco-financed transactions go sour, this does not square with the data and litigation record, for example with Louisiana telco American Metrocomm. In a major denunciation recently the WSJ followed up various accusations and found many examples of related party transactions involving loans to start-ups that were used to pay for purchases, but with the added spice that Cisco employees were permitted to get commissions and arrangement fees for loans, as well as to invest in customers, take part in IPOs, and even receive stock options in customers. Cisco did require that the company was told of such related-party transactions, and required that employees with stakes in a supplier or customer did not make decisions about them. This evidently did not work very well, since Cisco has had to change its policy on conflicts of interest, and dismiss some employees.

After Parish told consumer advocate and presidential green party candidate Ralph Nader about Cisco finances Nader has $1.2 million investment in Cisco), Nader called a press conference on the steps of Cisco's offices and called for more corporate accountability, but said he was not selling the stock because he thought he would be better able to bring about change from the inside.

If Cisco's financial practices bring about the collapse of its house of cards, this would have enormous implications for US pension funds because so many of them pile money into Cisco's stock. Parish notes with suspicion that PriceWaterhouseCoopers audits Cisco as well as most of the major pension funds investing in Cisco. The prospect of a possible collapse in the US pensions system, triggered by a Cisco collapse, is an overwhelming argument for fiscal reform. Few believe this will happen. ®

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