CAQ WEBCAST

PCAOB Insights on Smaller Firm Inspections

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The views expressed by the presenters do not necessarily represent the views, positions, or opinions of the Center for Audit Quality or the presenters’ respective organizations. These materials, and the oral presentation accompanying them, are for educational purposes only and do not constitute accounting or legal advice or create an accountant-client or attorney-client relationship.

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CAQ Members-Only Web Site

CAQ Inspection Readiness Resource Area

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Today’s Objectives

Today’s program is designed to help you better understand:

The basis used to develop the PCAOB’s 4010 report of domestic triennially inspected firms

The 11 audit areas where significant or frequent auditing or quality control deficiencies were observed

General responsibilities of the auditor

Common inspection observations

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Today’s Objectives

Mark WestMark WestRegional Associate Director of Inspections

PCAOB

Joan Waggoner, CPAJoan Waggoner, CPAPartner in Charge of Quality Assurance

Blackman Kallick

Kurtis Wolff, CPAKurtis Wolff, CPAPrincipal in Charge of Audit and Assurance

Reznick Group, P.C.**********

Cynthia M. FornelliCynthia M. FornelliModerator & Executive Director

Center for Audit Quality

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Caveat

The views expressed are my own views and do not necessarily reflect the views of the Board, individual Board members, or the staff of the PCAOB.

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Overview

Issued “Report on the PCAOB’s 2004, 2005 and 2006 Inspections of Domestic Triennially Inspected Firms” – October 22, 2007 Basis used for preparation of report

Discussion of eleven audit areas where significant or frequent auditing or quality-control deficiencies were observed General responsibilities of auditor Common inspection observations

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Small Firm Statistics – Inspection Process

Approximately 1000 domestic small firms are registered with the PCAOB Geographically dispersed Diverse in size, number of issuers and number of offices

Performed 497 inspections of domestic small firms between 2004 and 2006 Approximately 62 percent of these firms had five or fewer

issuer audit clients Only 10 percent of these firms had greater than 26 issuer audit

clients Conducted engagement file reviews of portions of

approximately 1600 issuer audits

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Report Statistics

There have been approximately 440 small firm reports issued as final to date related to the 2004 -2006 inspection period

Approximately 248 reports (57 percent) identified at least one audit performance deficiency in one or more audits, as well as criticisms of, or concerns about potential defects in, the firm’s quality control system

Rule 4010 report on small firms – Describes deficiencies that the Board views as

warranting emphasis in a general public report

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Audit Areas

Significant or frequent auditing or quality-control deficiencies were observed in - Revenue Related-Party Transactions Equity Transactions Business Combinations and Impairment of Assets Going-Concern Considerations Loans and Accounts Receivable (including allowance accounts) Service Organizations Use of Other Auditors Use of the Work of Specialists Independence Concurring Partner Review

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Revenue

General responsibilities of the auditor Perform substantive procedures to test existence,

completeness, and valuation of revenue Review revenue contracts for terms and conditions that can

impact revenue recognition Test whether revenue was recorded in the appropriate period

Common inspection observations Inappropriate use of testing A/R or inventory as a proxy for

testing revenue recognition Inappropriate reliance on management representations without

corroboration regarding appropriateness of revenue recognition

Over-reliance on poorly designed analytical procedures Complex or specialized revenue-recognition principles not

adequately addressed

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Related Party Transactions

General responsibilities of the auditor Identification of the existence of related parties Identification of material transactions with related

parties Identification of material transactions that may be

indicative of the existence of related parties Common inspection observations

Testing of the nature, economic substance, and business purpose of transactions with related parties not effective

Address lack of disclosure of related party transactions

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Equity Transactions

General responsibilities of the auditor Evaluate compliance with applicable accounting principles in

accounting for equity transactions, including adequacy of disclosures

Common inspection observations No evaluation of the reasonableness of fair value assigned to

equity-based transactions for goods/services (employees or nonemployees)

No testing of assumptions used to value options or warrants (e.g., volatility factor)

Inappropriate reliance upon management’s decision to determine fair value based on other sources besides market value

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Business Combinations and Impairment of Assets

General responsibilities of the auditor Determine whether the transaction was accounted for in

accordance with GAAP (e.g., valuation, purchase price allocation and disclosure)

Common inspection observations Inadequate testing of estimate of fair values assigned to assets

acquired Inadequate testing of allocation of the purchase price to the

assets acquired and liabilities assumed Inappropriate evaluation of client's accounting for and reporting

of a business combination (e.g., common control merger, asset acquisition as business combination)

Unaware of certain terms contained in the merger agreement (e.g., contingent considerations)

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Business Combinations and Impairment of Assets

General responsibilities of the auditor Evaluate recoverability of intangible or other long-

lived assets in accordance with GAAP

Common inspection observations Inappropriate reliance on management

representations that asset values were not impaired Inadequate testing of underlying assumptions and

data used to assess recoverability No evaluation of analysis prepared by management

to support a recorded impairment charge

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Going Concern Considerations

General responsibilities of the auditor Evaluate whether there is a substantial doubt about

the entity’s ability to continue as a going concern Common inspection observations

No going concern analysis performed despite warning signs, such as recurring losses, negative working capital, or accumulated capital deficits

No evaluation of management’s plans to mitigate going concern conditions, or likelihood such plans could be implemented

Address lack of disclosure of going concern conditions or management’s plan

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Loans and Accounts Receivable (including allowance accounts)

General responsibilities of the auditor Presumption that auditor will confirm accounts receivable

unless certain conditions are present Evaluate reasonableness of the allowance for doubtful

accounts or loan losses Common inspection observations

No consideration or documentation of rationale for not confirming A/R

No or insufficient alternative procedures performed for confirmations not received or unresolved discrepancies from confirmation responses

No testing of assumptions or underlying data used by management to develop the allowance for loan losses

Inadequate testing of aging reports and collectibility of accounts receivable

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Service Organizations

General responsibilities of the auditor Consider effects of use of service organization on issuer’s

internal controls Perform appropriate procedures to reduce assessed level of

control risk below maximum Common inspection observations

Firm did not assess the operating effectiveness of user controls identified by the service auditor

Firm did not consider whether the service auditor’s report provided sufficient evidence regarding the effectiveness of controls to support the assessed level of control risk

If the SAS 70 report did not cover the entire period under audit, the Firm did not make inquiries regarding the possible changes in service organization controls

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Use of Other Auditors

General responsibilities of the auditor Determine whether firm can serve as principal auditor If taking responsibility for other auditor’s work (e.g., “out-

sourced” staff), determine involvement in planning, supervision, and review of work of other auditor

Common inspection observations Materiality of portion of financial statements audited by firm not

sufficient to allow firm to report as principal auditor Insufficient planning, supervision, review and addressing of

significant audit areas in audits where firm assumed complete responsibility for the work of other auditing firm and does not refer to the report of the other firm

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Use of the Work of Specialists

General responsibilities of the auditor Evaluate professional qualifications and relationship

to the issuer Obtain understanding of methods and assumptions

used and make appropriate tests of data

Common inspection observations Inadequate consideration of relationship between

issuer and specialist which may impact the independence or objectivity of the specialist

Inadequate testing of underlying assumptions and data used by the specialist

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Independence – Prohibited Non-Audit Services

Most common inspection observation noted on independence related to the preparation of financial statements and related footnotes

The auditor is prohibited from providing bookkeeping and other services related to the accounting records or financial statements of the audit client, such as - Preparing the audit client's financial statements that are filed

with the SEC or that form the basis of financial statements filed with the SEC

Maintaining or preparing the audit client's accounting records Preparing or originating source data underlying the audit

client's financial statements

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Independence – Indemnification

Firms entered into agreements which impaired their independence

Accountant is not independent when he or she enters into an indemnity agreement with the issuer audit client that - Seeks to provide the accountant immunity from

liability for his or her own negligent acts, whether of omission or commission, or

Seeks to have the audit client release, indemnify or hold harmless the auditor from any liability and costs resulting from knowing misrepresentations by the audit client's management

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Firm Independence Policies and Procedures and Independence Confirmation with Audit Committees

Firms did not comply with quality control standards related to independence policies and procedures as required by PCAOB Rule 3400T(b) Did not confirm independence of firm personnel Did not test accuracy and completeness of personal

investment information Did not maintain current listing of issuer audit clients Did not offer independence training program

Firms did not provide audit committee with written confirmation of its independence of the issuer within the meaning of the security laws

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Concurring Partner Review

Common inspection observations Scope of concurring partner review

No evidence that review was performed Timeliness of concurring partner review

Review points are not addressed by the engagement team prior to release of the audit opinion

Qualifications of concurring partner Reviewer does not have sufficient technical

competence and/or experience

Questions & Summary

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Thank you for participating!

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CAQ WEBCASTPCAOB Insights on Smaller Firm

Inspections(end)

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