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AUDITING

A RISK-BASED APPROACH TO
CONDUCTING A QUALITY AUDIT
9th Edition

Karla M. Johnstone | Audrey A. Gramling | Larry E. Rittenberg

CHAPTER 13
AUDITING DEBT OBLIGATIONS AND
STOCKHOLDERS’ EQUITY TRANSACTIONS

Copyright © 2014 South-Western/Cengage Learning


LEARNING OBJECTIVES

1. Identify the significant accounts, disclosures, and


relevant assertions in auditing debt obligations and
stockholders’ equity transactions
2. Identify and assess inherent risks of material
misstatement associated with debt obligations and
stockholders’ equity transactions
3. Identify and assess fraud risks of material
misstatement associated with debt obligations and
stockholders’ equity transactions

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LEARNING OBJECTIVES

4. Identify and assess control risks of material


misstatement associated with debt obligations and
stockholders’ equity transactions
5. Describe how to use preliminary analytical
procedures to identify possible material
misstatements associated with debt obligations and
stockholders’ equity transactions
6. Determine appropriate responses to identified risks
of material misstatement in auditing debt
obligations and stockholders’ equity transactions
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LEARNING OBJECTIVES

7. Determine appropriate tests of controls and


consider the results of tests of controls in auditing
debt obligations and stockholders’ equity
transactions
8. Determine and apply sufficient appropriate
substantive audit procedures in auditing debt
obligations and stockholders’ equity transactions

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LEARNING OBJECTIVES

9. Apply the frameworks for professional decision


making and ethical decision making to issues
involving the audit of debt obligations and
stockholders’ equity transactions

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THE AUDIT OPINION FORMULATION
PROCESS

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PROFESSIONAL JUDGMENT IN CONTEXT - DEFICIENCIES
IN AUDITING DEBT OBLIGATIONS AND STOCKHOLDERS’
EQUITY ACCOUNTS
• Debt Obligations
• It was identified that Soyo group was not in
compliance with three of its six debt covenants with
UCB as of December 31, 2007
• Audit team:
• Did not follow up on identified debt covenant violations
• Did not obtain evidence indicating whether a waiver had
been granted by UCB

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Copyright © 2014 South-Western/Cengage Learning
PROFESSIONAL JUDGMENT IN CONTEXT - DEFICIENCIES
IN AUDITING DEBT OBLIGATIONS AND STOCKHOLDERS’
EQUITY ACCOUNTS
• Audit work papers did not provide any evidence that
audit team considered whether these violations could
impact the going concern status of Soyo
• Audit report for 2007 included an unqualified opinion

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Copyright © 2014 South-Western/Cengage Learning
PROFESSIONAL JUDGMENT IN CONTEXT - DEFICIENCIES
IN AUDITING DEBT OBLIGATIONS AND STOCKHOLDERS’
EQUITY ACCOUNTS
• Adjustments to Stockholders’ Equity Accounts:
Delphi Corporation
• Accused of violations related to improperly accounting
for an increase in warranty reserves related to
warranty claims made by its former parent company
• Misclassification of the reserve (as a direct adjustment
to retained earnings) increase resulted in materially
overstating its net income for 2000 by $69 million

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Copyright © 2014 South-Western/Cengage Learning
PROFESSIONAL JUDGMENT IN CONTEXT - DEFICIENCIES
IN AUDITING DEBT OBLIGATIONS AND STOCKHOLDERS’
EQUITY ACCOUNTS
• What are the risks of material misstatement
associated with debt obligations and stockholders’
equity accounts? (LO 2, 3, 4)
• What are the typical substantive procedures that
auditors should perform when auditing debt
obligations and stockholders’ equity accounts? (LO
8)
• How could a lack of appropriate professional
skepticism by auditors lead to material
misstatements related to debt obligations and
stockholders’ equity accounts? (LO 2, 3, 5, 6, 8)
Copyright © 2014 South-Western/Cengage Learning
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LEARNING OBJECTIVE 1

IDENTIFY THE SIGNIFICANT ACCOUNTS, DISCLOSURES,


AND RELEVANT ASSERTIONS IN AUDITING DEBT
OBLIGATIONS AND STOCKHOLDERS’ EQUITY
TRANSACTIONS

Copyright © 2014 South-Western/Cengage Learning


RELEVANT ACCOUNTS WHEN
AUDITING DEBT OBLIGATIONS
• Bonds payable
• Interest expense
• Gains or losses on refinancing debt
• Notes payable
• Mortgages payable

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AUDITING DEBT OBLIGATIONS

• Objective - Determining whether all obligations are


recorded and properly classified
• Relevant assertions
• Proper valuation of premium or discount
• Valuation of gains or losses on refinancing debt
• Proper presentation and disclosure, including
important restrictions contained in the debt
obligations

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ACTIVITIES RELATED TO DEBT
OBLIGATIONS
Bond issuance and amortization
schedules

Periodic payments and interest


expense

Debt covenants

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Copyright © 2014 South-Western/Cengage Learning
BOND INDENTURE

• Contract between an issuer of bonds and the


bondholder stating:
• Time period before repayment
• Amount of interest paid
• Bond being convertible (and if so, at what price or
what ratio)
• Bond being callable
• Amount of money that is to be repaid

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DEBT COVENANTS

• Restrictions in debt agreements aimed at protecting


the lender by restricting the activities of the borrower
• Common Restrictions
• Maintenance of a minimum level of retained earnings
before dividends can be paid
• Maintenance of a minimum working-capital ratio
• Specification of a maximum debt-equity ratio
• Specific callable provisions identifying procedures for
calling and retiring debt at prespecified prices and dates

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Copyright © 2014 South-Western/Cengage Learning
RELEVANT ACCOUNTS FOR AUDITING
STOCKHOLDERS’ EQUITY
Stock accounts (common, preferred,
and treasury)

Additional paid-in capital

Dividend accounts

Retained earnings

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Copyright © 2014 South-Western/Cengage Learning
TRANSACTIONS AFFECTING
STOCKHOLDERS’ EQUITY
New stock issuances

Purchase of treasury stock

Declaration and payment of dividends

Grants of stock options and warrants

Exercises and expirations of stock options and warrants

Transfer of net income to retained earnings

Recording of prior-period adjustments to retained earnings

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Copyright © 2014 South-Western/Cengage Learning
VALUATION ASSERTION FOR
STOCKHOLDERS’ EQUITY
• When issuing stock for noncash, difficulties arise in
determining
• Whether the market value of the stock issued or of the
asset acquired is a better representation of value
• The proper accounting for an exchange of stock to
acquire another business
• Stock options - Measured at the fair value of the
option

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Copyright © 2014 South-Western/Cengage Learning
PRESENTATION AND DISCLOSURE
ASSERTION FOR STOCKHOLDERS’ EQUITY
• Requires proper description of:
• Each class of stock outstanding and number of shares
authorized, issued, and outstanding and special rights
associated with them
• Stock options outstanding and convertible features
• Existence of stock warrants
• Any restrictions or appropriations of retained earnings
• Prior-period adjustments and other comprehensive
income adjustments

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EXHIBIT 13.1 - BALANCE SHEET
DISCLOSURE OF STOCKHOLDERS’ EQUITY

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PRESENTATION AND DISCLOSURE
ASSERTION FOR STOCKHOLDERS’ EQUITY
• Potential dilutive effect of following should be
disclosed in accordance with relevant accounting
guidance
• Convertible debt or preferred stock
• Stock options
• Warrants

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Copyright © 2014 South-Western/Cengage Learning
EXHIBIT 13.2 - INCOME STATEMENT DISCLOSURE
OF EARNINGS PER SHARE, ASSUMING DILUTION

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LEARNING OBJECTIVE 2

IDENTIFY AND ASSESS INHERENT RISKS OF MATERIAL


MISSTATEMENT ASSOCIATED WITH DEBT
OBLIGATIONS AND STOCKHOLDERS’ EQUITY
TRANSACTIONS

Copyright © 2014 South-Western/Cengage Learning


PERFORMING RISK ASSESSMENT
PROCEDURES
• Obtaining information about inherent risks
• At financial statement level and at account and
assertion levels
• Fraud risks including feedback from audit team
brainstorming sessions
• Strengths and weaknesses in internal control
• Results from preliminary analytical procedures

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Copyright © 2014 South-Western/Cengage Learning
IDENTIFYING INHERENT RISKS - DEBT
OBLIGATIONS
Authorization of debt
•Incurring debt that is not properly authorized or reviewed

Receipt of funds
•New debt, debt extinguishments, or debt payment
transactions not being properly authorized

Recording of debt transactions


•Interest expense not being properly recorded or accrued
•Debt not being recorded in accordance with GAAP

Compliance with any debt covenants


•Risk of debt covenants not being calculate accurately
•Risk of compliance with debt covenants not being
appropriately reviewed and disclosed
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Copyright © 2014 South-Western/Cengage Learning
EXHIBIT 13.3 - INHERENT RISKS ASSOCIATED
WITH STOCKHOLDERS’ EQUITY ACTIVITIES

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EXHIBIT 13.3 - INHERENT RISKS ASSOCIATED
WITH STOCKHOLDERS’ EQUITY ACTIVITIES

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Copyright © 2014 South-Western/Cengage Learning
LEARNING OBJECTIVE 3

IDENTIFY AND ASSESS FRAUD RISKS OF MATERIAL


MISSTATEMENT ASSOCIATED WITH DEBT
OBLIGATIONS AND STOCKHOLDERS’ EQUITY
TRANSACTIONS

Copyright © 2014 South-Western/Cengage Learning


IDENTIFYING FRAUD RISK FACTORS -
DEBT OBLIGATIONS
Violations of debt covenants are not disclosed

Debt obligations are not properly authorized

Long-term or short-term debt is misclassified

Interest expense either not recorded, misclassified, or


recorded:
•In the wrong period
•At the wrong amount
Entire loan payments are charged to either principal or
interest
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Copyright © 2014 South-Western/Cengage Learning
IDENTIFYING FRAUD RISK FACTORS -
STOCKHOLDERS’ EQUITY
• Expenses charged directly to retained earnings rather
than to appropriate expense accounts
• Stock sales or issuances:
• Not authorized or recorded
• Violate debt covenants
• Stock options are:
• Not authorized or in accordance with terms of options
granted
• Backdated

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Copyright © 2014 South-Western/Cengage Learning
IDENTIFYING FRAUD RISK FACTORS -
STOCKHOLDERS’ EQUITY
• Dividends are paid:
• In violation of restrictive covenants
• To wrong parties or at incorrect amounts
• Proceeds from stock sales are misappropriated

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Copyright © 2014 South-Western/Cengage Learning
LEARNING OBJECTIVE 4

IDENTIFY AND ASSESS CONTROL RISKS OF MATERIAL


MISSTATEMENT ASSOCIATED WITH DEBT
OBLIGATIONS AND STOCKHOLDERS’ EQUITY
TRANSACTIONS

Copyright © 2014 South-Western/Cengage Learning


IDENTIFYING CONTROL RISKS

• At entity-wide level, auditor considers:


• Control environment
• Commitment to financial accounting competencies
• Independence of the board of directors
• Other entity-wide components of internal control
• Risk assessment
• Information and communication
• Monitoring controls

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Copyright © 2014 South-Western/Cengage Learning
CONTROLS - DEBT OBLIGATIONS

• Board of directors approves all new debt


• Debt and interest accounts are updated and reconciled
to the general ledger on a monthly basis
• Review of draft financial statements prior to issuance
for proper disclosure of debt obligations
• A debt amortization schedule is:
• Prepared for each new debt obligation
• Updated as appropriate
• Reviewed by appropriate personnel

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Copyright © 2014 South-Western/Cengage Learning
CONTROLS - STOCKHOLDERS’ EQUITY
TRANSACTIONS
• Board of directors approves all stock transactions
• CEO and CFO authorize approved stock transactions
• Stockholders’ equity accounts are updated and
reconciled to the general ledger on a timely basis
• Top management and the board of directors review
draft financial statements prior to issuance for
proper disclosure of equity accounts

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CONTROLS - STOCKHOLDERS’ EQUITY
TRANSACTIONS
• An outside party maintains details of shares issued,
repurchased, and cancelled
• Accountant researches and analyzes proper
accounting for stock option grants
• Organization’s legal counsel and CFO review and
approve the analysis

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DOCUMENTING CONTROLS

• Can be done in any of the following formats


• Control matrix
• Control risk assessment questionnaire
• Memo

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LEARNING OBJECTIVE 5

DESCRIBE HOW TO USE PRELIMINARY ANALYTICAL PROCEDURES


TO IDENTIFY POSSIBLE MATERIAL MISSTATEMENTS ASSOCIATED
WITH DEBT OBLIGATIONS AND STOCKHOLDERS’ EQUITY
TRANSACTIONS.

Copyright © 2014 South-Western/Cengage Learning


PRELIMINARY ANALYTICAL
PROCEDURES
• Help identify areas of potential misstatements
• For debt obligations
• Trend analysis of:
• Balances in notes payable
• Interest expense
• Accrued interest with prior periods
• Estimate interest expense based on average interest
rates and average debt outstanding

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Copyright © 2014 South-Western/Cengage Learning
PRELIMINARY ANALYTICAL
PROCEDURES
• Calculate debt-to-equity ratios and perform a trend
analysis with prior periods
• Calculate the times interest earned ratio and perform a
trend analysis with prior periods
• For stockholders’ equity accounts
• Compare current year account balances with prior-
year account balances

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Copyright © 2014 South-Western/Cengage Learning
LEARNING OBJECTIVE 6

DETERMINE APPROPRIATE RESPONSES TO IDENTIFIED


RISKS OF MATERIAL MISSTATEMENT IN AUDITING DEBT
OBLIGATIONS AND STOCKHOLDERS’ EQUITY
TRANSACTIONS

Copyright © 2014 South-Western/Cengage Learning


DETERMINING APPROPRIATE AUDIT
PROCEDURES
• Debt accounts - Substantive procedures are typically
appropriate because:
• Number of transactions is relatively small
• Dollar amounts involved are usually quite material
• Stockholders’ equity transactions - Substantive
approach using only tests of details is typically
appropriate
• Number of equity transactions with outside parties is
normally small

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Copyright © 2014 South-Western/Cengage Learning
LEARNING OBJECTIVE 7

DETERMINE APPROPRIATE TESTS OF CONTROLS AND


CONSIDER THE RESULTS OF TESTS OF CONTROLS IN
AUDITING DEBT OBLIGATIONS AND STOCKHOLDERS’
EQUITY TRANSACTIONS

Copyright © 2014 South-Western/Cengage Learning


OBTAINING EVIDENCE ABOUT INTERNAL
CONTROL OPERATING EFFECTIVENESS
• Involves testing both entity-wide and transaction
controls
• Tests of transaction controls
• Inquiry of personnel performing the control
• Observation of control being performed
• Inspection of documentation confirming that the
control has been performed
• Reperformance of the control by the auditor testing
the control

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Copyright © 2014 South-Western/Cengage Learning
LEARNING OBJECTIVE 8

DETERMINE AND APPLY SUFFICIENT APPROPRIATE


SUBSTANTIVE AUDIT PROCEDURES IN AUDITING
DEBT OBLIGATIONS AND STOCKHOLDERS’ EQUITY
TRANSACTIONS

Copyright © 2014 South-Western/Cengage Learning


SUBSTANTIVE ANALYTICAL
PROCEDURES - DEBT OBLIGATIONS
• Involves developing an independent expectation of
interest expense
• Expectation based on:
• Average debt outstanding
• Average interest rates
• Use data disaggregated by type of debt
• If test of controls are not performed
• Information used to perform analytical procedure is
confirmed with an independent outside party

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Copyright © 2014 South-Western/Cengage Learning
EXHIBIT 13.4 - PANEL A: SUBSTANTIVE ANALYTICAL PROCEDURES
APPROACH TO OBTAINING AUDIT EVIDENCE FOR COMPLETENESS
OF INTEREST EXPENSE

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EXHIBIT 13.4 - PANEL B: SUBSTANTIVE ANALYTICAL PROCEDURES
AND TESTS OF DETAILS APPROACH TO OBTAINING AUDIT
EVIDENCE FOR COMPLETENESS OF INTEREST EXPENSE

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SUBSTANTIVE TESTS OF DETAILS - DEBT
OBLIGATIONS

Reading new loan agreements

Determining any changes that have


been made to prior loan agreements

Confirming with relevant outside


parties the significant factors and
transactions that have occurred

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Copyright © 2014 South-Western/Cengage Learning
EXHIBIT 13.5 - RELEVANT MANAGEMENT ASSERTIONS
AND SUBSTANTIVE PROCEDURES FOR DEBT OBLIGATIONS

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Copyright © 2014 South-Western/Cengage Learning
SUBSTANIVE PROCEDURES - DEBT AND
BOND COVENANTS
• Auditor should:
• Obtain an understanding of the procedures the client
uses to determine whether they are in compliance
with their debt covenants
• Then independently determine if the client is in
compliance
• If not in compliance, auditor should assess the effects
of the violation

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Copyright © 2014 South-Western/Cengage Learning
SUBSTANTIVE TESTS OF DETAILS -
STOCKHOLDERS’ EQUITY TRANSACTIONS
• Reviewing a copy of client’s articles of incorporation
• Preparing, or asking client to prepare, an analysis of all
capital stock transactions
• Inspecting documentation related to client’s record
keeping of capital stock and contributed capital
maintained by the client or held by a transfer agent
• Transfer agent: An organization used by a client to:
• Maintain records of investors and account balances and
transactions
• Cancel and issue certificates and process investor mailings

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Copyright © 2014 South-Western/Cengage Learning
SUBSTANTIVE TESTS OF DETAILS -
STOCKHOLDERS’ EQUITY TRANSACTIONS
• Obtaining evidence related to the valuation of capital
stock
• Reviewing the minutes of the board of directors
meetings
• Examining the stock records books
• Obtaining evidence for all capital stock transactions
• Tracing proceeds to cash receipts journal and reviewing
documentation

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Copyright © 2014 South-Western/Cengage Learning
SUBSTANTIVE TESTS OF DETAILS -
STOCKHOLDERS’ EQUITY TRANSACTIONS
• For stock issued in a nonmonetary transaction
• Determining that client has properly recorded issuance in
accordance with GAAP
• For clients with treasury stock
• Examining documentation supporting changes in
number of shares since prior year

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Copyright © 2014 South-Western/Cengage Learning
AUDITING IN PRACTICE - DEFICIENCIES IN SUBSTANTIVE
PROCEDURES RELATED TO EQUITY TRANSACTIONS:
INSIGHTS FROM THE PCAOB

• Auditors failed to:


• Evaluate whether clients had appropriately determined
the fair values assigned to equity-based transactions
• Test reasonableness of fair values
• Evaluate adequacy of disclosure of equity transactions
in the notes to the financial statements
• Determine whether the equity transactions were
recorded in the proper period

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Copyright © 2014 South-Western/Cengage Learning
AUDITING IN PRACTICE - DEFICIENCIES IN SUBSTANTIVE
PROCEDURES RELATED TO EQUITY TRANSACTIONS:
INSIGHTS FROM THE PCAOB
• Address and evaluate the substance, business purpose,
or significant terms of the equity arrangements
• Consider the accounting principles potentially
applicable to the equity transactions

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Copyright © 2014 South-Western/Cengage Learning
SUBSTANTIVE TESTS OF DETAILS -
DIVIDENDS
• Examine minutes of board of directors meetings for
authorization of dividend per share amount and
dividend record date
• For clients maintaining their own records and paying
the dividends
• Auditor need to recalculate the amount of the
dividends and agree that amount to the cash
disbursements journal
• For client using a transfer agent:
• Trace the payment to a cash disbursement made by
the client to the agent 13-58
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SUBSTANTIVE TESTS OF DETAILS -
RETAINED EARNINGS
• Examine transactions recorded in retained earnings
account during audit period
• Common entries include net income or loss
• These amounts tested through substantive audit
procedures related to revenues and expenses
• Other common entry includes dividends
• Auditor should review documentation for any
additional entries

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Copyright © 2014 South-Western/Cengage Learning
FRAUD-RELATED SUBSTANTIVE
PROCEDURES FOR DEBT OBLIGATIONS
Search public records to identify debt obligations

Vouch and trace loan proceeds and debt payments

Send confirmations to lenders and creditors, and


confirmation of compliance with any debt covenants

Require original supporting documents

Agree detail of debt terms to authorization in minutes


of board meetings

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Copyright © 2014 South-Western/Cengage Learning
FRAUD-RELATED SUBSTANTIVE PROCEDURES
FOR STOCKHOLDERS’ EQUITY ACCOUNTS

• Confirm terms of equity arrangements and shares


held directly with shareholders
• Confirm with shareholders regarding any side
agreements
• Employ an appropriate level of professional
skepticism and carefully analyze transactions
• Confirm with the transfer agent information on
issued stock
• Account for and vouch all proceeds from stock issues
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DOCUMENTING SUBSTANTIVE
PROCEDURES - FOR DEBT OBLIGATIONS
• Copies of the debt agreements
• Identification of specific items tested
• Schedule of debt obligations and interest
• A summary of the calculations supporting
compliance with debt covenants
• Confirmations or documentation of alternative
procedures performed

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DOCUMENTING SUBSTANTIVE PROCEDURES -
FOR STOCKHOLDERS’ EQUITY TRANSACTIONS

• Client’s articles of incorporation


• A summary of changes in equity accounts
• Verification of authorization with respect to any
changes in capitalization or declaration of dividends
• Confirmations with transfer agent or shareholders

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Copyright © 2014 South-Western/Cengage Learning

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