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About the Author

Charles Hall is a practicing CPA and Certified Fraud Examiner. For the last thirty years, he has primarily audited governments, nonprofits, and small businesses. He is the author of The Little Book of Local Government Fraud Prevention and Preparation of Financial Statements & Compilation Engagements. He frequently speaks at continuing education events. Charles is the quality control partner for McNair, McLemore, Middlebrooks & Co. where he provides daily audit and accounting assistance to over 65 CPAs. In addition, he consults with other CPA firms, assisting them with auditing and accounting issues.

SAS 134
Jul 20

SAS 134 Unmodified and Modified Audit Opinions

By Charles Hall | Auditing

In this post, you’ll gain an understanding of unmodified and modified audit opinions using the guidance from AU-C Section 700, Forming an Opinion and Reporting on Financial Statements and AU-C 705, Modifications to the Opinion in the Independent Auditor’s Report. SAS 134 (and other SASs) amended these sections resulting in new audit opinions for periods ending after December 15, 2021. 

There are four potential audit opinions:

  1. Unmodified
  2. Qualified
  3. Disclaimer
  4. Adverse

Video Overview of Audit Opinions

This video provides an overview of the four opinions:

Unmodified Opinion

If there are no material misstatements, then you will issue an unmodified opinion. The unmodified opinion says the financial statements are presented fairly. 

Example SAS 134 Unmodified Opinion

A sample unmodified audit opinion follows:

[Date]

INDEPENDENT AUDITOR’S REPORT

[Appropriate Addressee]

[Entity Name]

Opinion

We have audited the financial statements of [Entity Name], which comprise the balance sheets as of December 31, 2020 and 2019, and the related statements of income, changes in stockholders’ equity, and cash flows for the years then ended, and the related notes to the financial statements.

In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of [Entity Name] as of December 31, 2020 and 2019, and the results of its operations and its cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinion

We conducted our audits in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of [Entity Name] and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Responsibilities of Management for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about [Entity Name]’s ability to continue as a going concern for one year after the date that the financial statements are available to be issued.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.

In performing an audit in accordance with GAAS, we:

    • Exercise professional judgment and maintain professional skepticism throughout the audit.
    • Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
    • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of [Entity Name]’s internal control. Accordingly, no such opinion is expressed.
    • Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements.
    • Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about [Entity Name]’s ability to continue as a going concern for a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.

Firm Signature

Modified Opinions

If material misstatements are present, then a modified audit opinion is necessary. Modifications can also occur when you are unable to obtain sufficient appropriate audit evidence; for instance, when a scope limitation is present. 

Modified Opinion

Definitions

AU-C 705 defines a modified opinion as a (1) qualified opinion, (2) an adverse opinion, or (3) a disclaimer of opinion. 

Another key definition in AU-C 705 is that of pervasiveness. This term is used in the context of misstatements; so if a material misstatements are present, you’ll want to know if they are pervasive. Two factors–material misstatements and pervasiveness–affect the type of opinion to be issued. Additionally, the ability or inability to obtain sufficient appropriate audit evidence affects the type of opinion to be issued. A misstatement (or possible misstatement) is pervasive if:

  • It’s not confined to specific accounts or items of the financial statement, or
  • If confined, the amount represents a substantial portion of the financial statements, or
  • If in relation to disclosures, the information is fundamental to the users’ understanding of the financial statements

For example, if material misstatements are present for inventory, receivables, and debt, they are pervasive. Or if, in another example, inventory makes up 60% of total assets and a material misstatement is present in that area, then it’s pervasive. Lastly, if key disclosures are not appropriately communicated or if they are omitted, then that is pervasive. 

Now, let’s look at the three modified opinions. 

1. Qualified Opinion

Suppose your audit reveals inventories are materially misstated, the client does not record your proposed audit adjustment, and there are no other material misstatements. If this is your situation (a material misstatement exists that is not pervasive), then audit standards allow for the issuance of a qualified opinion.

modified opinion

Here is sample qualified opinion language (this is not the full opinion):

Qualified Opinion

We have audited the financial statements of ABC Company, which comprise the balance sheets as of December 31, 20X1 and 20X0, and the related statements of income, changes in stockholders’ equity, and cash flows for the years then ended, and the related notes to the financial statements.

In our opinion, except for the effects of the matter described in the Basis for Qualified Opinion section of our report, the accompanying financial statements present fairly, in all material respects, the financial position of ABC Company as of December 31, 20X1 and 20X0, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

Basis for Qualified Opinion

The Company has property with impaired value. The impairment occurred in 20X9. Accounting principles generally accepted in the United States of America require that impaired assets be written down to their fair market value. The Company continues to reflect the property at cost. If the property was stated at fair value upon impairment, total assets and stockholder’s equity would have been reduced by $X,XXX,XXX as of December 31, 20X1 and 20X0, respectively. 

2. Adverse Opinion

Now let’s suppose that you are auditing a consolidated entity, and your client is not willing to include a material subsidiary and which, if included, would have a pervasive impact on the statements.

Adverse opinion

Here is sample adverse opinion language (this is not the full opinion):

Adverse Opinion

We have audited the consolidated financial statements of ABC Company and its subsidiaries, which comprise the consolidated balance sheet as of December 31, 20X1, and the related consolidated statements of income, changes in stockholders’ equity, and cash flows for the year then ended, and the related notes to the financial statements.

In our opinion, because of the significance of the matter discussed in the Basis for Adverse Opinion section of our report, the accompanying consolidated financial statements do not present fairly the financial position of ABC Company and its subsidiaries as of December 31, 20X1, or the results of their operations or their cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America.

Basis for Adverse Opinion

As described in Note X, The Golfing Company has not consolidated the financial statements of its subsidiary Easy-Go Company that it acquired during 20X1. This investment is accounted for on a cost basis by The Golfing Company. Under accounting principles generally accepted in the United States of America, the subsidiary should have been consolidated. Had Easy-Go Company been consolidated, many elements in the accompanying consolidated financial statements would have been materially affected. The effects on the consolidated financial statements of the failure to consolidate have not been determined.

3. Disclaimer of Opinion

Finally, let’s suppose you are performing an audit in which insufficient audit information is provided with regard to receivables and inventories (both of which are material) and that the misstatements have a pervasive impact on the financial statements as a whole.

disclaimer of opinion

Here is sample disclaimer of opinion language (this is not the full opinion):

Disclaimer of Opinion

We were engaged to audit the financial statements of ABC Company, which comprise the balance sheet as of December 31, 20X1, and the related statements of income, changes in stockholders’ equity, and cash flows for the year then ended, and the related notes to the financial statements.

We do not express an opinion on the accompanying financial statements of ABC Company. Because of the significance of the matters described in the Basis for Disclaimer of Opinion section of our report, we have not been able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these financial statements.

Basis for Disclaimer of Opinion

The Company’s accounting system was hacked during the year by an unknown party, resulting in a series of changes in accounting entries. Additionally, the Company was unable to restore the accounting system. As a result of these matters, we were unable to determine the adjustments that were necessary to correct the balance sheet, statement of income, changes in stockholder’s equity, and cash flow statement as of and for the year ended December 31, 20X1.

Effective Date of SAS 134

The new SAS 134 opinions are required for periods ending on or after December 15, 2021. 

Resolving Conflict with Clients

If, as described above, you have a client that is unwilling to post a material audit adjustment, consider creating a draft of the opinion and providing it to them. This is not a threat, just a way to clearly communicate the effect of not posting the adjustment. 

Before doing anything, allow the client to fully explain their position. A modified opinion may not be necessary once you understand the facts. But if after the discussion, the you are still convinced there is a material misstatement, a modified opinion may be necessary.

In some cases, you may want to consider withdrawing from the engagement. Consult with your legal counsel before doing so.

Audit Opinion Research

Deciding on the opinion is often the most important decision you will make in an audit. So, do your research, and, if needed, consult with others to gain assurance about your decisions. AU-C 705: Modifications to the Opinion in the Independent Auditor’s Report provides several sample opinions; so refer to those as you create any modified opinions including qualified, adverse, or disclaimer. See AU-C 700: Forming an Opinion and Reporting on Financial Statements for information about unmodified opinions. 

If you need to add an emphasis of matter or other matter paragraph for issues such as a lack of consistency, see my article.  

Accountant’s ipad
Jul 11

Audit Mistakes: Seven Deadly Sins

By Charles Hall | Auditing

Seven deadly audit sins can destroy you. These audit mistakes kill your profits and effectiveness.

You just completed an audit project, and you have another significant write-down. Last year’s audit hours came in well over budget, and—at the time—you thought, This will not happen again. But here it is, and it’s driving you insane.

Insanity: doing the same thing year after year but expecting different results.

Are you ready for better results?

Audit Mistakes

Here are seven deadly (audit) sins that cause our engagements to fail.

Audit mistakes

1. We don’t plan

Rolling over the prior year file does not qualify as planning. Using canned audit programs is not planning.

What do I mean? We don’t know what has changed. Why? Because we have not performed real risk assessment such as current year walkthroughs. We have not (really) thought about current year risks of material misstatement.

Each year, audits have new wrinkles.

Are there any fraud rumors? Has the CFO left without explanation? Have cash balances decreased while profits increased? Does the client have a new accounting program or new staff? Can you still obtain the reports you need? Are there any new audit or accounting standards?

Anticipate issues and be ready for them with a real audit plan.

2. SALY lives

Elvis may not be in the house, but SALY is.

Performing the same audit steps is wasteful. Just because we needed the procedure ten years ago does not mean we need it today. Kill SALY. (No, I don’t mean your staff member; SALY stands for Same As Last Year).

I find that audit files are like closets. We allow old thoughts (clothes) to accumulate without purging. It’s high time for a Goodwill visit. After all, this audit mistake has been with you too long. So ask yourself Are all of the prior audit procedures relevant to this year’s engagement?

Will better planning require us to think more in the early phases of the engagement? Yes. Is this hard work? Yes. Will it result in less overall effort? Yes.

Sometimes the Saly issue occurs because of weak staff.

3. We use weak staff

Staffing your engagement is the primary key to project success. Excellent staff makes a challenging engagement pan out well. Poor staff causes your engagement time to balloon–lots of motion, but few results. Maybe you have smart people, but they need training. Consider AuditSense.

Another audit mistake is weak partner involvement.

4. We don’t monitor

Partners must keep an eye on the project. And I don’t mean just asking, “How’s it going?” Look in the audit file. See what is going on. In-charges will usually tell you what you want to hear. They hope to save the job on the final play, but a Hail Mary often results in a lost game.

As Ronald Reagan once said: Trust but verify.

Engagement partners need to lead and monitor. They also need to provide the right technology tools.

5. We use outdated technology

Are you paperless? Using portable scanners and monitors? Are your auditors well versed in Adobe Acrobat? Are you electronically linking your trial balances to Excel documents? Do you use project management software (e.g., Basecamp)? How about conferencing software (e.g., Zoom)? Do you have secure remote access to audit files? Do you store files securely in the cloud (e.g., Box)? Are you using data mining software such as Idea? Do you send electronic confirmations

Do your staff members fear you so much that they don’t give you the bad news?

6. Staff (intentionally) hide problems

Remind your staff that bad news communicated early is always welcome.

Early communication of bad news should be encouraged and rewarded (yes, rewarded, assuming the employee did not cause the problem).

Sometimes leaders unwittingly cause their staff to hide problems. In the past, we may have gone ballistic on them–now they fear the same.

And here’s one last audit mistake: no post-engagement review.

7. No post-engagement review

Once our audit is complete, we should honestly assess the project. Then make a list of inefficiencies or failures for future reference.

If you are a partner, consider a fifteen-minute meeting with staff to go over the list.

Your ideas to overcome audit mistakes

What do you do to keep your audits within budget?

CPA Ethics
Jun 30

CPA’s Ethics: Four Questions for Better Decisions

By Charles Hall | Accounting and Auditing

In this article, I address CPA’s ethics and the benefits of making good decisions.

Men are alike in their promises. It is only in their deeds that they differ. Molière

CPA Ethics

We’ve all been there.

Your client wants you to sign off on an issue, one that is in the land of gray–you know, that place where there is no black or white. And, of course, the issue has significant dollars attached to it, so it’s important.

Your anguish rises, so you try to see the Great Oz, but he’s hiding behind that curtain, smoke billowing, lightning crashing–but no advice. Since the wizard has no wise words of wisdom, you need someone, or at least something, to help you. Here are four questions you can ask yourself when you face ethical decisions.

CPA Ethics: Four Questions for Better Decisions

Here are four questions to ask:

  1. How would I feel if my choice was placed on the front-page of the local newspaper (or in the Journal of Accountancy)?
  2. What would my father or mother do (or anyone else you greatly respect)?
  3. What would I advise my child to do? (If your child is three, pretend she is thirty.)
  4. What’s the worst thing that could happen? 

Can questions such as these really help? Let’s see. 

County Fires Auditor

Many years ago I was doing an audit of a local county government. I discovered the county commission chairman had arranged for a material purchase of property from his son without using the required bid process, and the transaction was illegal in our state. (I had recently started a CPA firm, so this was one of my few clients. I needed the audit fee.) When I discovered the irregularity, I met with the county commission chairman and told him I would report the transaction in the audit report. He leaned over and quietly said to me, “if you do, you’ll no longer be the auditor.” No one else was in the room.

Later I was physically threatened, and for some time I feared what might happen to me. The decision of what to do, however, had already been made. In asking myself questions such as those above, the right course of action was obvious. 

I reported the illegal transaction and was immediately fired. It cost me, but I knew it was the right thing to do. (Interestingly, when the news broke, a reporter contacted the county commission chairman and the county manager. The county manager stated that I had “my hand in the till,” and that the auditor–that’s me–had stolen money, though they never said how.)

Because of situations like this one, client acceptance has become important to me. We need clients with integrity. Yes, we do. 

When you face a decision such as this one, here are four actions that may help. 

CPA’s Ethics: Four Actions for Better Decisions

Here are four actions to take:

  1. Call the AICPA Ethics Hotline or the AICPA Technical Hotline (877-242-7212). (They are independent of the issue, so they will give you a straight-up answer.)
  2. Call a CPA with knowledge in the area of concern, and ask his or her opinion.
  3. Create a memo supporting your proposed decision, and share it with a partner, quality control department, or whoever is in charge. (I find that writing creates clarity.)
  4. Sit on it (if you can). I gain clarity as I allow the issue to percolate, and as I pray about it. I try not to make a high-stakes decision quickly. Hurried decision are usually poor ones.

Do the Right Thing

As you consider this article, remember, a clear conscience is a precious commodity. If you believe a particular course of action is going to keep you awake at night, your conscience is talking to you. Listen, even if it means less money–especially if it means less money.  

Do the right thing. You’ll be glad you did.

A CPA’s ethics are, and will always be, important.

Best CPA Firm Job
Jun 27

Best CPA Firm Job: Not Big Four

By Charles Hall | Accounting and Auditing

Are you looking for the best CPA firm job? Is a small- to medium-sized CPA firm a better choice for employment?

For me, that answer was (and is) yes.

 

Best CPA Firm Job

First CPA Firm Job

Coming out of college, I was told you’ve got to work for one of the Big Eight (now Big Four), so I took a job in Tampa, Florida, with one of those biggies. And I thought I had arrived. The pay was good, but the job was not.

After securing an apartment in Tampa, I was shipped out to Jackson, Mississippi, for two months to live out of a hotel. As the new guy, I was given all the grunt work they could find. I honestly felt like the audit team was trying to keep me out of the action, to push me aside. The training was nonexistent. So, I had a prestige job with terrible work experiences.

After being away from my apartment for several weeks, I returned to Tampa on Friday to find a large CPE book on my desk with directions to finish the book over the weekend. I gave notice of my departure the following Monday.

Second CPA Firm Job

My next step was to move back to my hometown, a small city in South Georgia, without a job. Thankfully, after a few weeks, I was hired by Draffin and Tucker in Albany, Georgia. The firm, at the time (1985), had about 45 people. The atmosphere was much more to my liking, and I was given many excellent opportunities for hands-on work. The main thing: I felt at home, so it was a good move. My wife and I wanted to be nearer to our family in middle Georgia, which led to the next place of employment. 

Third CPA Firm Job

I’ve worked for McNair, McLemore, Middlebrooks & Co. in Macon, Georgia, for the last fourteen years. We have about 130 people.

What I found to be true of these two firms is they provided good training and more opportunity to learn–and they cared about me.

I’m not saying small- to mid-sized CPA firms are for everyone. They are not. But for me, such firms fit my personality, and I have been (and continue to be) much happier.

The Right CPA Firm

I often ask college students looking for a first-time job to pay attention to the organization’s atmosphere. (If you can get an internship, do.) Ask about training and how they plan to grow you. Then, step into the firm that aligns with who you are.

You want your personality to fit that of the firm.

Big Four Jobs are Not Always Best

Big firms are not for everybody, contrary to what you may hear from your college professors.

Regardless, I hope you find that place that makes you happy—best wishes in finding your best CPA job. 

Auditing Equity
Jun 22

Auditing Equity: Why and How Guide

By Charles Hall | Auditing

Auditing equity is easy, until it’s not. 

Auditing equity is usually one of the easiest parts of an audit. For some equity accounts, you agree the year-end balances to the prior year ending balance, and you’re done. For instance paid-in-capital seldom changes. Often, the only changes in equity are from current year profits and owner distributions. And testing those equity additions and reductions in equity takes only minutes.

Nevertheless, auditing equity can be challenging, especially for businesses that desire to attract investors. Such companies offer complicated equity instruments. Why? The desire to attract cash without giving away (too much) power. And this balancing act can lead to complex equity instruments.  

Regardless of whether a company’s equity is easy to audit or not, below I show you how to focus on important equity issues.

Auditing Equity

Auditing Equity — An Overview

In this post, we will cover the following:

  • Primary equity assertions
  • Equity walkthroughs
  • Equity-related fraud and errors
  • Directional risk for equity
  • Primary risks for equity
  • Common equity control deficiencies
  • Risk of material misstatement for equity
  • Substantive procedures for equity
  • Common equity work papers
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