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ACCOUNTING
American Dream
1.
2.
1.
2.
3.
Restaurant:
Prepare Meals
Deliver Directly to Customers
Provide Services
3.
4.
1.
2.
3.
5.
6.
1-1
7.
8.
2.
9.
10.
11.
12.
1-2
1. Comparability
2. Credibility
13.
14.
-Generally accepted accounting principles (GAAP) are the rules and standards
of accounting used to create comparable of information.
-This need for GAAP became obvious with the stock market crash of 1929.
There were no generally accepted accounting principles or standardized
information requirements before the crash.
1. Comparability
-In response, Congress created the Securities and Exchange Commission (SEC)
to regulate the capital transactions of publicly-held companies.
2. Credibility
-The SEC has the legal authority to determine GAAP for publicly-held
companies, but originally delegated that responsibility to the American Institute
of Certified Public Accountants (AICPA).
-In 1973, a new private organization, the Financial Accounting Standards Board
was formed to assume the responsibility for establishing GAAP.
-The FASB is subject to some political pressure given the authority of the SEC.
15.
16.
UPDATE
-A company's management is responsible for its accounting system and the
preparation of its financial statements.
At the time this lesson was originally produced there was relatively
little going on in the area of international accounting standards.
However, today over 100 countries accept and use standards
established by the International Accounting Standards Board (IASB)
operating out of London, England. These standards are referred to as
International Financial Reporting Standards or IFRS and in some
cases they are very different from US GAAP.
Recently, the FASB and IASB joined together recognizing the growing
need for common world-wide standards and agreed to participate in a
joint effort to reconcile the differences between US GAAP and IFRS.
This process, known as convergence, is progressing today on an active
basis.
-The CPA must issue an auditor's report which must accompany a company's
financial statements and clearly state the material reliability of the information
and its compliance with GAAP.
17.
18.
1-3
UPDATE
(Continued)
UPDATE
(Continued)
19.
Federal Agencies
SEC
(Securities &
Exchange
Commission)
20.
Federal Agencies
Publicly-Held
Companies
Regulate
Stock & Bond
Transactions
Publicly-Held
Companies
SEC
(Securities &
Exchange
Commission)
Annual Report
(and other
information)
Investors
&
Creditors
IRS
(Interal
Revenue
Service)
Annual Report
(and other
information)
Collect Income
Taxes
Investors
&
Creditors
21.
Publicly-Held
Companies
Annual Report
(and other
information)
Investors
&
Creditors
22.
Private Organizations
Publicly-Held
Companies
AICPA
(American Institute
of Certified Public
Accountants)
Annual Report
(and other
information)
Investors
&
Creditors
CPA's
23.
Private Organizations
AICPA
(American Institute
of Certified Public
Accountants)
Establish Rules of
How to Conduct an Audit
Audit
CPA's
24.
1-4
Publicly-Held
Companies
Annual Report
(and other
information)
Investors
&
Creditors
Private Organizations
AICPA
(American Institute
of Certified Public
Accountants)
Create GAAP
(Standards of Accounting)
FASB
(Financial
Accounting
Standards Board)
25.
26.
FYI
By the way, CPAs are also sometimes called upon to perform audits
of privately-held or non-public companies. These companies
sometimes require an audit if they have plans to go public in the
future or need current financing. Companies planning to go public
may need as many as three years of audited financial statements
before receiving SEC permission to go public, although the SEC
does provide certain exceptions for smaller businesses. As far as
other financing is concerned some private investors, banks or other
lenders may require audited financial statements before making their
investment or lending decisions.
27.
28.
Lesson Summary
29.
30.
1-5
Robert R. Woodson
President of
John H. Harland Co.
31.
Business Ownership:
Three Basic Legal Forms
32.
1. Proprietorship:
- One owner.
- No legal red tape except if employees hired.
- No seperation of business and personal legal liability. (This
can be addressed through insurance.)
- No separate income taxation.
$10 million
x 36%
$6.4 million
x 40%
$3.8 million
Profit
Corporate federal income tax
After tax corporate profit paid as a
dividend to owners
Personal federal income tax
Owners' after tax return on investment
33.
34.
Assume that after years of effort a business begins to operate successfully and
generates a $1,000,000 profit in the current year. If that business operates as a
proprietorship, the $1,000,000 of profit is then included in the owners personal income
tax return and taxed at his or her personal rate. If we assume a federal income tax rate
of 28% and a state rate of 7% then the 35% combined rate would result in a $350,000
tax payable which leaves $650,000 as the net after-tax profit to the owner. By the way,
as mentioned previously, partnerships are taxed similar to proprietorships in that their
profits are allocated to the partners and then included in their personal income tax
returns. There is no separate or additional tax charged to the partnership.
This is the double taxation that comes with operating a business in the form of a
corporation. In this example the end result is that only $493,000 is left to the owners
after the payment of all taxes.
This raises the following question. Is there any way to legally avoid some of these
taxes --- at least the effect of double taxation associated with corporations? The
answer is yes.
One approach is through the use of salaries and bonuses as a way of distributing
profits to owners rather than dividends. In other words, if you simply took the
$1,000,000 of total profit and paid it all out to the owners as a salaries and bonuses
then the business would have zero net income given that such salaries and bonuses are
deductible expenses of the business. The $1,000,000 of profit less $1,000,000 of
salaries and bonuses to the owners leaves zero net income and zero corporate income
tax payable. In that case the only income taxes payable would be the amount due on
owners based on salaries and bonuses received.
On the other hand, if this business operates as a corporation then its profits are taxed
first at a corporate rate before an additional tax is charged to the owners on any
distribution of the remaining profits. For example, using the maximum federal
corporate income tax rate of 35% and an assumed 7% state income tax rate the
combined 42% would result in a $420,000 corporate income tax payable on the
$1,000,000 of profit. That leaves $580,000 for the owners which is then taxed again if
its distributed as a dividend. Dividend income is currently taxed at a 15% federal rate
which means an additional $87,000 tax payable by the owners.
35.
1-6
36.
Unfortunately, the IRS knows that corporations can do this to avoid the effect of
double taxation. As a result, any amount paid to owners for salaries and bonuses
must be reasonable relative to the amount of services they provide. In other
words, if an owner provides no work or other services to the business then no
salary or bonus is allowed. However, these determinations can be subjective and
in many cases the final amount allowed is based on a negotiated agreement with
the IRS.
Another approach that is commonly used to eliminate the effect of double taxation
is referred to as the Subchapter S Election under the Internal Revenue Code.
This election was originally designed for smaller growing companies and
provides for corporations with relatively few shareholders to be taxed as if it were
a partnership. In other words you may still operate as a corporation with separate
legal liability between the business and the owners but the income of the business
is taxed directly to the owners without the imposition of a separate corporate tax.
But, again, this Subchapter S Election is limited to only certain companies having
relatively few shareholders.
Clearly from this discussion, the choice of a legal form of business can be
somewhat complicated. In most cases, additional study and some legal counsel
may be necessary before making this decision.
37.
38.
- The Board of Directors acts on behalf of the company in the hiring of senior
management personnel and makes other strategic decisions for the business.
- Senior Management is accountable to the Board, and therefore the owners, and
is responsible for the business operations in an effort to maximize profits for the
benefit of the owners. Management may or may not own shares themselves.
Elect
Hires
39.
40.
1-7
Lesson 1 problems/answers
Problem #1
33.
C.
34.
Problem #2
35.
36.
The answer
Problem #2
The answer
Problem #2
B.
A. What are the SEC, FASB, AICPA, and IRS? Describe the general purpose
of each.
SEC (Securities and Exchange Commission) - Federal agency charged with the
responsibility of regulating the capital markets (debt and equity investments) for
publicly held businesses.
FASB (Financial Accounting Standard Board) - Private institution which
currently determines GAAP.
C.
D.
What advantages woud be had for global business if there were international
standards for GAAP?
If all countries required the same, high-quality standards of accounting, then
financial information for businesses worldwide would be comparable and
global capital markets would be improved. Investments of capital worldwide
would have lower risk and the cost of capital would be reduced. High quality
international GAAP would ultimately improve the worldwide economy.
IRS (Internal Revenue Service) - Federal agency charged with the responsibility
of federal tax collection.
37.
38.
1-7
Problem#3
Read the following and respond to the questions provided:
Fraud Victims
MiniScribe, a computer disk-drive manufacturer was in a mighty big hurry. After seven
consecutive quarters of record-breaking profits, and the quintupling of its stock value
over the last 18 months, this was a company on a roll. In fact, the company was
desperate for more cash in its rush to grow and was expediting efforts to raise $100
million through the issuance of bonds.
After a somewhat frantic effort, the required financial statements and forms were
completed and filed with regulators along with a clean audit report. The bonds were
issued and the future seemed assured. Life was sweet for management and investors
alike.
Unfortunately, MiniScribe's superlative record was actually more fantasy than fact.
Within four years of the bond sale the company was forced to file bankruptcy and
liquidate assets ultimately repaying bondholders less than $.50 on each original $1.00
invested. Subsequent investigations revealed that the financial statements previously
certified as accurate by the prestigious accounting firm of Coopers & Lybrand had been
grossly overstated. Fake sales and phony shipments to phantom customers and other
schemes had gone undetected as management perpetrated a massive fraud on its investors
and creditors. Lawsuits filed on behalf of bond and stockholders brought claims totaling
hundreds of millions of dollars against MiniScribe's former chairman, Q.T. Wiles; the
company's investment bank, Hambrecht & Quist; and Coopers & Lybrand.
Malpractice suits against accounting firms are a common event in todays business world.
As more companies fail and stock values plummet investors are looking for someone to
blame and cover their financial losses. In recent years, virtually all of the large
international CPA firms have paid out millions to settle investor claims that they were
more interested in the companies that paid their audit fees than the investors who relied
on their work. Recent settlements over accounting malpractice "call into question the
entire audit process," says John Shank, an accounting professor at the Amos Tuck school
of business at Dartmouth College. At issue is the ability of auditors to serve the public
interest given their inherent conflict of interests.
Court documents indicate that the partners at Coopers Denver office responsible for the
Miniscribe audit were feeling significant economic pressure themselves. With a general
economic downturn and settlements on other audits gone wrong, the firm was sensitive to
customer satisfaction. MiniScribe was an important office client. As a result, a
willingness to go along with management or overlook certain accounting irregularities
may have prevailed.
Coopers claims it was also deceived by "a massive and collusive fraud" and that "any
failures on its part were based on information deliberately misstated by MiniScribe."
They deny any wrong doing in the audit and asset that they properly followed all required
professional standards in the performance of their work. In fact, an investigation
instigated by MiniScribe's outside directors determined that Coopers had indeed been the
victim of management fraud. Accountants in the profession agree that auditors must rely
on certain management representations and disclosures in the performance of any audit
and that collusive management fraud can undermine and mislead even the best audit
procedures. By their very nature audits involve subjective analysis and as Coopers
attorney, James P. Linn, says "there isn't an audit ever done that a good lawyer or the
experts he hires couldn't take apart later in court." However, Coopers own work papers
indicate that Coopers made a number of judgments in their audit work that other
accountants might consider questionable under standard auditing procedures recognized
by the profession. "The red flags at MiniScribe . . . were so numerous that only a blind
man or someone in on it could miss them," says Paul Regan, a fraud expert hired to
testify on behalf of Hambrecht & Quist.
Court records indicate that MiniScribe management was actively involved in expediting
an unusually high volume of year-end sales and other accounting adjustments to reach a
targeted net income figure. It appears that time pressures and general management
resistance were contributing factors in Coopers failure to detect much of the fraudulent
reporting. Mr. MacFee, the head of the Coopers audit team, testified that MiniScribes
chairman, Mr. Wiles, once called him and became "agitated" about Coopers concerns as
to what should actually constitute a sale. Mr. MacFee said that at one point he was forced
to hold the telephone away from his ear due to Mr. Wiles's rantings.
Although Coopers & Lybrand hold to their claim that they too were victims of a massive
and collusive fraud, a jury awarded MiniScribe's bondholders more than $550 million in
damages. Of that, $200 million was punitive damages for Coopers & Lybrand's
negligence in the conduct of the audit. (Coopers later settled for between $45 million and
$50 million, according to people familiar with the settlement.) Coopers also reportedly
settled with MiniScribe stockholders, bankers and suppliers for a comparable amount.
(Elements taken from 5/14/92 Wall Street Journal article entitled Numbers Game by Lee Berton.)
Problem #3 Answer
A. Who sued whom and why?
This article refers to lawsuits filed by bond and stockholders of MiniScribe against the
company's management, investment banking company and the CPA firm that audited the
financial statements. Bondholders, relying upon the information provided in the financial
statements, loaned approximately $100 million to MiniScribe. The financial statements
proved to be materially misstated and the bondholders and stockholders ultimately lost a
large part of their investment when the company subsequently failed.