Business, Legal & Accounting Glossary
The report produced by a firm of Chartered Accountants which is part of a company’s Annual Report and Accounts.
Auditors are required to certify that the accounts produced by their client companies have been prepared in accordance with normal accounting standards and represent a true and fair view of the company. If they don’t feel able to certify as such, they may ‘qualify’ the accounts by saying that they weren’t able to perform the checks they would have liked to. A qualified auditor’s report is a serious matter for a quoted company and will send alarms bells though the City.
The Auditor’s report is a formal opinion, or disclaimer thereof, issued by either an internal auditor or an independent external auditor as a result of an internal or external audit or evaluation performed on a legal entity or subdivision thereof (called an “auditee”). The report is subsequently provided to a “user” (such as an individual, a group of persons, a company, a government, or even the general public, among others) as an assurance service in order for the user to make decisions based on the results of the audit.
An auditor’s report is considered an essential tool when reporting financial information to users, particularly in business. Since many third-party users prefer, or even require financial information to be certified by an independent external auditor, many auditees rely on auditor reports to certify their information in order to attract investors, obtain loans, and improve public appearance. Some have even stated that financial information without an auditor’s report is “essentially worthless” for investing purposes.
The most common auditor’s report in the world is an external auditor’s report on an auditee’s (usually, but not exclusively, a company’s) financial statements and its accompanying notes. This auditor’s report is intended to advise investors, the government, and other users on whether the auditee’s financial statements have been prepared in accordance with Generally Accepted Accounting Principles (GAAP), whether they are free of material misstatement (e.g. free of important and significant errors), and whether they show a true and fair view of the operating results, financial position and cash flows of the auditee. In layman’s terms, the report is an assurance on whether the financial information presented by the auditee is materially correct and trustworthy for making various decisions, such as an investor’s decision to buy or sell the company’s stock, a bank’s decision to lend money to the company, or the government’s decision on whether the income reported in the financial statements reconciles with the amount reported for tax purposes (save for certain exceptions). Most countries only allow independent certified public accountants to issue auditor’s reports on financial statements.
It is important to note that auditor reports on financial statements are neither evaluations nor opinions as to the financial health, performance, attractiveness, potential, or any other similar determination used to evaluate entities in order to make a decision. The report is only an opinion on whether the information presented is correct and free of material misstatements, whereas all other determinations are left for the user to decide.
There are four different types of auditor reports issued for financial statements, but they still share several components which are considered standard and mandatory in accordance with Generally Accepted Auditing Standards (GAAS). All four reports typically consist of a title and header, several main paragraphs describing the audit, the auditor’s signature and address, and the report’s issuance date. The header contains the letterhead “AUDITOR’S REPORT” or “INDEPENDENT AUDITOR’S REPORT”, and is directed towards the auditee as a formal letter, and not to the third-party users of the report. The main body and paragraphs vary depending on the type of report issued, but all are followed by the auditor’s signature and address, and by the report’s issuance date. The reports are then attached by the auditee immediately in front of the company’s financial statements.
There are four common types of auditor’s reports, each one presenting a different situation encountered during the auditor’s work. The four reports are as follows:
The most frequent type of report is referred to as the Unqualified Opinion, and is regarded by many as the equivalent of a “clean bill of health” to a patient, which has led many to call it the Clean Opinion. This type of report is issued by an auditor when the financial statements presented are free of material misstatements and are in accordance with GAAP, which in other words means that the company’s financial condition, position, and operations are fairly presented in the financial statements. It is the best type of report an auditee may receive from an external auditor.
The report consists of a title and header, a main body, the auditor’s signature and address, and the report’s issuance date. Traditionally, the main body of the unqualified report consists of three main paragraphs, each with distinct standard wording and individual purpose, however, certain auditors (including PricewaterhouseCoopers) have since modified the arrangement of the main body (but not the wording) in order to differentiate themselves from other audit firms.
The first paragraph (commonly referred to as the introductory paragraph) states the audit work performed and identifies the responsibilities of the auditor and the auditee in relation to the financial statements. The second paragraph (commonly referred to as the scope paragraph) details the scope of audit work, provides a general description of the nature of the work, examples of procedures performed, and any limitations the audit faced based on the nature of the work. This paragraph also states that the audit was performed in accordance with the country’s prevailing generally accepted auditing standards and regulations. The third paragraph (commonly referred to as the opinion paragraph) simply states the auditor’s opinion on the financial statements and whether they are in accordance with generally accepted accounting principles.
The following is an example of a standard unqualified auditor’s report on financial statements as it is used in most countries, using the name ABC Company as an auditee’s name:
AUDITOR’S REPORT (or INDEPENDENT AUDITOR’S REPORT)
We have audited the accompanying balance sheet of ABC Company, Inc. (the “Company”) as of December 31, 20XX and the related statements of income and cash flows for the year then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with auditing standards generally accepted in (the country where the report is issued). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 20XX, and the results of its operations and its cash flows for the year then ended in accordance with accounting principles generally accepted in (the country where the report is issued).
Auditor’s name and address
Date of the report’s issuance
A Qualified Opinion report is issued when the auditor encountered one of two types of situations which do not comply with generally accepted accounting principles, however, the rest of the financial statements are fairly presented. This type of opinion is very similar to an unqualified or “clean opinion”, but the report states that the financial statements are fairly presented with a certain exception which is otherwise misstated. The two types of situations which would cause an auditor to issue this opinion over the Unqualified opinion are:
The wording of the qualified report is very similar to the Unqualified opinion, but an explanatory paragraph is added to explain the reasons for the qualification after the scope paragraph but before the opinion paragraph. The introductory paragraph is left exactly the same as in the unqualified opinion, while the scope and the opinion paragraphs receive a slight modification in line with the qualification in the explanatory paragraph.
The scope paragraph is edited to include the following phrase in the first sentence, so that the user may be immediately aware of the qualification. This placement also informs the user that, except for the qualification, the rest of the audit was performed without qualifications:
The opinion paragraph is also edited to include an additional phrase in the first sentence, so that the user is reminded that the auditor’s opinion explicitly excludes the qualification expressed. Depending on the type of qualification, the phrase is edited to either state the qualification and the adjustments needed to correct it, or state the scope limitation and that adjustments could have but not necessarily been required in order to correct it.
For a qualification arising from a deviation from GAAP, the following phrase is added to the opinion paragraph, using the depreciation example mentioned above:
For a qualification arising from a scope of limitation, the following phrase is added to the opinion paragraph, using the inventory example mentioned above:
Due to the phrases added to the scope and opinion paragraphs, many refer to this report as the Except-For Opinion.
An Adverse Opinion is issued when the auditor determines that the financial statements of an auditee are materially misstated and, when considered as a whole, do not conform with GAAP. It is considered the opposite of an unqualified or clean opinion, essentially stating that the information contained is materially incorrect, unreliable, and inaccurate in order to assess the auditee’s financial position and results of operations. Investors, lending institutions, and governments very rarely accept an auditee’s financial statements if the auditor issued an adverse opinion, and usually request the auditee to correct the financial statements and obtain another audit report.
The wording of the adverse report is similar to the qualified report. The scope paragraph is modified accordingly and an explanatory paragraph is added to explain the reason for the adverse opinion after the scope paragraph but before the opinion paragraph. However, the most significant change in the adverse report from the qualified report is in the opinion paragraph, where the auditor clearly states that the financial statements are not in accordance with GAAP, which means that they, as a whole, are unreliable, inaccurate, and do not present a fair view of the auditee’s position and operations.
A Disclaimer of Opinion, commonly referred to simply as a Disclaimer, is issued when the auditor could not form, and consequently refuses to present, an opinion on the financial statements. This type of report is issued when the auditor tried to audit an entity but could not complete the work due to various reasons and does not issue an opinion. The disclaimer of opinion report can be traced back to 1949, when the Statement on Auditing Procedure No. 23: Recommendation Made To Clarify Accountant’s Representations When Opinion Is Not Expressed was published in order to provide guidance to auditors in presenting a disclaimer.
Statements on Auditing Standards (SAS) provide certain situations where a disclaimer of opinion may be appropriate:
Although this type of opinion is rarely used, the most common examples where disclaimers are issued include audits where the auditee willfully hides or refuses to provide evidence and information to the auditor in significant areas of the financial statements, where the auditee is facing significant legal and litigation issues in which the outcome is uncertain (usually government investigations), and where the auditee has going concern issues (the auditee may not continue operating in the near future).
Investors, lending institutions, and governments typically reject an auditee’s financial statements if the auditor disclaimed an opinion, and will request the auditee to correct the situations the auditor mentioned and obtain another audit report.
A disclaimer of opinion differs substantially from the rest of the auditor’s reports because it provides very little information regarding the audit itself, and includes an explanatory paragraph stating the reasons for the disclaimer. Although the report still contains the letterhead, the auditee’s name and address, the auditor’s signature and address, and the report’s issuance date, every other paragraph is modified extensively, and the scope paragraph is entirely omitted since the auditor is basically stating that an audit could not be realized.
In the introductory paragraph, the first phrase changes from “We have audited” to “We were engaged to audit” in order to let the user know that the auditee commissioned an audit, but does not mention that the auditor necessarily completed the audit. Additionally, since the audit was not completely and/or adequately performed, the auditor refuses to accept any responsibility by omitting the last sentence of the paragraph. The scope paragraph is omitted in its entirety since, effectively, no audit was performed. Similar to the qualified and the adverse opinions, the auditor must briefly discuss the situations for the disclaimer in an explanatory paragraph. Finally, the opinion paragraph changes completely, stating that an opinion could not be formed and is not expressed because of the situations mentioned in the previous paragraphs.
The following is a draft of the three main paragraphs of a disclaimer of opinion because of inadequate accounting records of an auditee, which is considered a significant scope of limitation:
We were engaged to audit the accompanying balance sheet of ABC Company, Inc. (the “Company”) as of December 31, 20XX and the related statements of income and cash flows for the year then ended. These financial statements are the responsibility of the Company’s management.
The Company does not maintain adequate accounting records to provide sufficient information for the preparation of the basic financial statements. The Company’s accounting records do not constitute a double-entry system which can produce financial statements.
Because of the significance of the matters discussed in the preceding paragraphs, the scope of our work was not sufficient to enable us to express, and we do not express, an opinion of the financial statements referred to in the first paragraph.
Following the enactment of the Sarbanes-Oxley Act of 2002, the Public Company Accounting Oversight Board (PCAOB) was established in order to monitor, regulate, inspect, and discipline audit and public accounting firms of public companies. The PCAOB Auditing Standards No. 2 now requires auditors of public companies to include an additional disclosures in the opinion report regarding the auditee’s internal controls, and to opine about the company’s and auditor’s assessment on the company’s internal controls over financial reporting. These new requirements are commonly referred to as the COSO Opinion.
The auditor’s report is modified to include all necessary disclosures by either presenting the report subsequent to the report on the financial statements, or combining both reports into one auditor’s report.
The following is an example of the former version of adding a separate report immediately after the auditor’s report on financial statements.
Internal control over financial reporting
We have also audited management’s assessment, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting, that the Company maintained effective internal control over financial reporting as of December 31, 20XX, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management’s assessment and on the effectiveness of the Company’s internal control over financial reporting based on our audit. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, management’s assessment that ABC Company maintained effective internal control over financial reporting as of December 31, 20XX, is fairly stated, in all material respects, based on criteria established in Internal Control—Integrated Framework issued by COSO. Furthermore, in our opinion, ABC Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 20XX, based on criteria established in Internal Control—Integrated Framework issued by COSO.
Going concern is a term which means that an entity will continue to operate indefinitely, so long as it generates or obtains enough resources to operate. If the auditee is not a going concern, it means that it is either dissolved, bankrupt, shutdown, etc. Auditors are required to consider the going concern of an auditee before issuing a report. If the auditee is a going concern, the auditor does not modify his/her report in any way. However, if the auditor considers that the auditee is not a going concern, or will not be a going concern in the near future, then the auditor is required to include an additional paragraph in the audit report explaining the situation, which is commonly referred to as the going concern disclosure.
Unfortunately, many auditors are increasingly reluctant to include this disclosure in their opinions, since it is considered a “self-fulfilling prophesy” by some. This is because a disclosure for a lack of going concern is viewed negatively by investors, lending institutions, and credit agencies, and therefore reduces the chance that the auditee may obtain the capital or borrowing it needs to survive once the disclosure is made. If this situation occurs, the auditee is more likely to stop being a going concern while the auditor loses potential future audit engagements, and so the auditor may be pressured to avoid including a going concern disclosure. In a study performed on 2001 bankruptcies, nearly half (48%) of selected public companies who faced bankruptcy in 2001 did not have a “going concern disclosure” in the previous auditor’s reports. Additionally, 12 of the 20 largest bankruptcies in U.S. history occurred between 2001 and 2002 and none of them had a “going concern disclosure” in their previous auditor’s report.
As for the actual wording of the auditor’s report, when a lack of going concern is determined by the auditor, the disclosure paragraph should state the situation, state the auditor’s determination, and state the auditee’s plan to correct the situation. The disclosure paragraph should immediately follow the opinion paragraph.
The following is the most widely used format of the paragraph which, in this case, deals with a company that has recurring losses:
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note (X) to the financial statements, the Company has suffered recurring losses and has a net capital deficiency. These conditions raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note (X). The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern.
Although the auditor reports mentioned above are the standard reports for financial statement audits, the auditor may add additional information to the report if it is deemed necessary without changing the overall opinion of the report. Usually, this additional information is included after the opinion paragraph, although some situations require that the additional information be included in paragraphs before the opinion paragraph. The most frequent paragraphs include:
The auditor’s report usually does not vary from country to country, although some countries do require either additional or less wording. In the United States, auditors are required to include in the scope paragraphs a phrase stating that they conducted their audit “in accordance with generally accepted auditing standards in the United States of America”, and, in the opinion paragraph, state whether the financial statements are presented “in conformity with generally accepted accounting principles in the United States of America”. Some countries, such as the Philippines, use similar reports to those issued in the United States, with the exception that second paragraph would state that the audit was conducted in accordance with Philippine Standards on Auditing, and that the financial statements are in accordance with Philippine Financial Reporting Standards.
Opinion shopping is a term used by external auditors and, after the Enron and Arthur Andersen accounting scandals, the media and general public to refer to auditees who contract or reject auditors based on the type of opinion report they will issue on the auditee. The underlying principles of this concept are that auditees determine the compensation to auditors for their work (called “audit fees”) as well as awarding future audit engagements; that such fees are the auditor’s main source of income; that certain auditees may try to contract auditors that will issue audit opinions based on the auditees’ needs; and that certain auditors are willing to comply with such demands so long as they are assured future audit engagements. The most common example is an auditee that knows that the current auditor is going to issue a qualified, adverse, or disclaimer of opinion report, who then rescinds the audit engagement before the opinion is issued, and subsequently “shops” for another auditor who is willing to issue an “unqualified” opinion, regardless of any qualifying situations mentioned in the previous sections. However, opinion shopping is not limited to auditees contracting auditors based on issuing opinions. It also includes auditors who are over-pleasing to auditees by issuing unqualified reports without properly auditing, or by simply overlooking material issues affecting the audit. These auditors’ objective is to appear much more attractive and easy-going than other auditors in order to secure future audit engagements and fees.
Experts agree that, although the great majority of auditors are not willing to jeopardize their profession and reputation for guaranteed audit fees, there are some that will issue opinions solely based on obtaining or maintaining audit engagements. This includes auditors who knowingly emit unmodified unqualified opinions for auditees who are engaged in illegal activities, auditees who have caused a material scope of limitation, auditees that have a lack of going concern, or auditees who present fraudulent financial statements (e.g. Enron and Arthur Andersen). This situation is a clear conflict of interest which should hinder an auditor’s independence and the ability to audit (AICPA Code of Ethics), but some auditors willingly ignore this statute.
Recent laws and industry standards have been implemented in order to correct this situation, which include the Sarbanes-Oxley Act and the AICPA’s Peer Review Program.
In the United States, Single Audits are performed on various entities who receives federal aid from the U.S. federal government. Auditors who perform these Single Audits are required to emit three auditor’s reports. The first report is a report on the entity’s financial statements as discussed in the previous sections. The other two reports are compliance-oriented reports related to specific requirements of the OMB Circular A-133 and of Government Auditing Standards (otherwise known as the “Yellow Book” standards). The American Institute of Certified Public Accountants (AICPA) provides illustrative audit reports of the OMB A-133 and the Yellow Book reports for auditors who are performing Single Audits.
There are various other audits and evaluations which an external auditor performs in addition to the engagements mentioned in the previous sections, each with their respective standard report(s):
An internal audit produces reports for which the auditees use to improve its operations, whether it be customer service, internal controls, compliance with laws, etc. These reports are not intended to be distributed freely to outside entities, and are commonly limited to the top management of the auditee. Internal audit reports differ substantially from those issued publicly since they have different objectives and may vary from auditee to auditee.
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This glossary post was last updated: 26th April, 2020 | 14 Views.