Briefing notes
To: Maya Crag, Audit engagement partner
From: Audit manager
Subject: Eagle Group – Audit planning
Introduction
These briefing notes are prepared to assist with planning the audit of the Eagle Group (the Group) for the financial year ending 31 December 20X8. The notes contain an evaluation of the audit risks which should be considered in planning the Group audit. The notes also recommend the principal audit procedures to be used in the audit of the goodwill which has arisen in respect of a newly acquired subsidiary. The notes then go on to evaluate an extract from the audit strategy which has been prepared by a component auditor. Finally, the Group finance director has requested our firm to provide a non-audit service in relation to the Group’s integrated report, and the notes discuss the professional and ethical implications of this request.
(a) Evaluation of audit risk
Selected analytical procedures and associated audit risk evaluation
                                                                                  20X8                                          20X7
Operating margin                                                350/5,770 = 6·1%                          270/5,990 = 4·5%
Return on capital employed                                 350/2,245 + 650 = 12·1%              270/2,093 + 620 = 10%
Current ratio                                                       1,450/597 = 2·4                              1,420/547 = 2·6
Debt/equity                                                        550/2,245 = 24·5%                         500/2,093 = 23·9%
Interest cover                                                     350/28 = 12·5                                 270/30 = 9
Effective tax rate                                                 64/322 = 19·9%                             60/240 = 25%
Operating margin and operating expenses
The Group’s operating margin has increased from 4·5% to 6·1% despite a fall in revenue of 3·7%. This is due to a reduction in operating expenses of 4·5% and increase in other operating income of 50%. Return on capital employed shows a similar positive trend, despite the fall in revenue. There is an audit risk that expenses are understated, with the reduction in expenses being proportionately more than the reduction in revenue.
Within operating expenses the trends for each component are different – cost of raw materials consumables and supplies has decreased by 3·1%, which appears reasonable given the decline in revenue of 3·7%. However, staff costs have increased slightly by 1·1% which seems inconsistent with the revenue trend and with the increased automation of operations which has led to 5,000 staff being made redundant, which presumably means lower payroll costs this year. Expenses could have been misclassified into staff costs in error.
Depreciation, amortisation and impairment has increased by 3·6%, which is not a significant change, but will need to be investigated to consider how each element of the category has changed in the year. The most noticeable trend within operating expenses is that the other operating expenses category has reduced very significantly. The amount recognised this financial year is only 7·4% of the amount recognised the previous year; this appears totally inconsistent with the other trends noted. It could be that some costs, for example, accrued expenses, have not yet been accounted for, or that the 20X7 figure was unusually high.
Other operating income
There is also an audit risk that other operating income is overstated. According to the information in note 6, during the year a credit of $60 million has been recognised in profit for reversals of provisions, this is 50% greater than the amount recognised in the previous year. In addition, a credit of $30 million has been recognised for reversals of impairment losses. There is a risk that these figures have been manipulated in order to boost profits, as an earnings management technique, in reaction to the fall in revenue in the year.
The risk of management bias is high given the listed status of the Group, hence expectations from shareholders for a positive growth trend. The profit recognised on asset disposal and the increase in foreign currency gains could also be an indication of attempts to boost operating profit this year.
Current ratio and gearing
Looking at the other ratios, the current ratio and gearing ratio do not indicate audit risks; however, more detail is needed to fully conclude on the liquidity and solvency position of the Group, and whether there are any hidden trends which are obscured by the high level analysis which has been performed with the information provided.
The interest cover has increased, due to both an increase in operating profit and a reduction in finance charges. This seems contradictory to the increase in borrowings of $50 million; as a result of this an increase in finance charges would be expected. There is an audit risk that finance charges are understated.
Effective tax rate​​​​​​​
The effective tax rate has fallen from 25% to 19·9%. An audit risk arises in that the tax expense and associated liability could be understated. This could indicate management bias as the financial statements suggest that accounting profit has increased, but the profit chargeable to tax used to determine the tax expense for the year appears to have decreased. There could be alternative explanations, for instance a fall in the rate of tax levied by the authorities, which will need to be investigated by the audit team.
Consolidation of foreign subsidiaries​​​​​​​
Given that the Group has many foreign subsidiaries, including the recent investment in Lynx Co, audit risks relating to their consolidation are potentially significant. Lynx Co has net assets with a fair value of $300 million according to the goodwill calculation provided by management, representing 8·6% of the Group’s total assets and 13·4% of Group net assets. This makes Lynx Co material to the Group and possibly a significant component of the Group. Audit risks relevant to Lynx Co’s status as a foreign subsidiary also attach to the Group’s other foreign subsidiaries.
According to IAS® 21 The Effects of Changes in Foreign Exchange Rates, the assets and liabilities of Lynx Co and other foreign subsidiaries should be retranslated using the closing exchange rate. Its income and expenses should be retranslated at the exchange rates at the dates of the transactions. The risk is that incorrect exchange rates are used for the retranslations. This could result in over/understatement of the assets, liabilities, income and expenses which are consolidated, including goodwill. It would also mean that the exchange gains and losses arising on retranslation and to be included in Group other comprehensive income are incorrectly determined.
In addition, Lynx Co was acquired on 1 March 20X8 and its income and expenses should have been consolidated from that date. There is a risk that the full year’s income and expenses have been consolidated, leading to a risk of understatement of Group profit given that Lynx Co is forecast to be loss making this year, according to the audit strategy prepared by Vulture Associates.
Measurement and recognition of exchange gains and losses​​​​​​​
The calculation of exchange gains and losses can be complex, and there is a risk that it is not calculated correctly, or that some elements are omitted, for example, the exchange gain or loss on goodwill may be missed out of the calculation.
IAS 21 states that exchange gains and losses arising as a result of the retranslation of the subsidiary’s balances are recognised in other comprehensive income. The risk is incorrect classification, for example, the gain or loss could be recognised incorrectly as part of profit for the year, for example, included in the $28 million foreign currency gains which form part of other operating income, which would be incorrect. The amount recognised within other operating income has increased, as only $23 million foreign currency gains were recognised the previous year, indicating a potential risk of overstatement.
Goodwill​​​​​​​
The total goodwill recognised in the Group statement of financial position is $1,100 million, making it highly material at 31·5% of total assets.
Analytical review shows that the goodwill figure has increased by $130 million during the year. The goodwill relating to the acquisition of Lynx Co is $100 million according to management’s calculations. Therefore there appears to be an unexplained increase in value of goodwill of $30 million during the year and there is an audit risk that the goodwill figure is overstated, unless justified by additional acquisitions or possibly by changes in value on the retranslation of goodwill relating to foreign subsidiaries, though this latter point would seem unlikely given the large size of the unexplained increase in value.
According to IFRS® 3 Business Combinations, goodwill should be subject to an impairment review on an annual basis. Management has asserted that while they will test goodwill for impairment prior to the financial year end, they do not think that any impairment will be recognised. This view is based on what could be optimistic assumptions about further growth in revenue, and it is likely that the assumptions used in management’s impairment review are similarly overoptimistic. Therefore there is a risk that goodwill will be overstated and Group operating expenses understated if impairment losses have not been correctly determined and recognised.
Initial measurement of goodwill arising on acquisition of Lynx Co​​​​​​​
In order for goodwill to be calculated, the assets and liabilities of Lynx Co must have been identified and measured at fair value at the date of acquisition. Risks of material misstatement arise because the various components of goodwill each have specific risks attached. The goodwill of $100 million is material to the Group, representing 2·9% of Group assets.
A specific risk arises in relation to the fair value of net assets acquired. Not all assets and liabilities may have been identified, for example, contingent liabilities and contingent assets may be omitted.
A further risk relates to measurement at fair value, which is subjective and based on assumptions which may not be valid. The fair value of Lynx Co’s net assets according to the goodwill calculation is $300 million, having been subject to a fair value uplift of $12 million. This was provided by an independent firm of accountants, which provides some comfort on the validity of the figure.
There is also a risk that the cost of investment is not stated correctly, for example, that the contingent consideration has not been determined on an appropriate basis. First, the interest rate used to determine the discount factor is 18% – this seems high given that the Group’s weighted average cost of capital is stated to be 10%. Second, the contingent consideration is only payable if Lynx Co reaches certain profit targets. Given that the company, according to Vulture Associate’s audit strategy, is projected to be loss making, it could be that the contingent consideration need not be recognised at all, or determined to be a lower figure than that currently recognised, based on a lower probability of it having to be paid. The results of the analytical review have indicated that the other side of the journal entry for the contingent consideration is not described as a component of the non-current liabilities and the accounting for this will need to be clarified as there is a risk that it has been recorded incorrectly, perhaps as a component of equity.
Intangible assets
In relation to expenditure on intangible assets during the year, which totals $60 million, there are several audit risks. First, there is a question over whether all of this amount should have been capitalised as an intangible asset. Capitalisation is only appropriate where an asset has been created, and specifically in relation to development costs, the criteria from IAS 38 Intangible Assets must all be met. There is a risk that if any criteria have not been met, for example, if there is no probable future economic benefit from research into the new technology, then the amount should be expensed. There is a risk that intangible assets are overstated and operating expenses understated.
There is also an unexplained trend, in that intangible assets has only increased by $30 million, yet expenditure on intangible assets, according to management information, is $60 million. More information is needed to reconcile the expenditure as stated by management to the movement in intangible assets recognised in the Group statement of financial position.
Second, there is a risk that the amortisation period is not appropriate. It seems that the same useful life of 15 years has been applied to all of the different categories of intangible assets; this is not likely to be specific enough, for example, the useful life of an accounting system will not be the same as for development of robots. Fifteen years also seems to be a long period – usually technology-related assets are written off over a relatively short period to take account of rapid developments in technology. In respect of amortisation periods being too long, there is a risk that intangible assets are overstated and operating expenses understated.
Detection risk in relation to Lynx Co​​​​​​​
Lynx Co is the only subsidiary which is not audited by Bison & Co. This gives rise to a risk that the quality of the audit of Lynx Co may not be to the same standard as Bison & Co, as Vulture Associates may not be used to auditing companies which form part of a listed group and results in increased detection risk at the Group level. The risk is increased by the problems with the audit strategy prepared by Vulture Associates, which will be discussed in part (c) to these briefing notes, which indicate that the audit of Lynx Co has not been appropriately planned in accordance with ISA requirements. Since our firm has not worked with Vulture Associates previously, we are not familiar with their methods and we may have issues with the quality of their work; therefore the detection risk is high in relation to Lynx Co’s balances which will form part of the consolidated financial statements.
(b) Principal audit procedures on the goodwill arising on the acquisition of Lynx Co​​​​​​​
– Obtain the legal documentation pertaining to the acquisition, and review to confirm that the figures included in the goodwill calculation relating to consideration paid and payable are accurate and complete. In particular, confirm the targets to be used as the basis for payment of the contingent consideration in four years’ time.
– Also confirm from the purchase documentation that the Group has obtained an 80% shareholding and that this conveys control, i.e. the shares carry voting rights and there is no restriction on the Group exercising their control over Lynx Co.
– Agree the $80 million cash paid to the bank statement and cash book of the acquiring company (presumably the parent company of the Group).
–Review the board minutes for discussions relating to the acquisition, and for the relevant minute of board approval. – For the contingent consideration, obtain management’s calculation of the present value of $271 million, and evaluate assumptions used in the calculation, in particular to consider the probability of payment by obtaining revenue and profit forecasts for Lynx Co for the next four years.
– Discuss with management the reason for using an 18% interest rate in the calculation, asking them to justify the use of this interest rate when the Group’s weighted average cost of capital is stated at 10%.
– Evaluate management’s rationale for using the 18% interest rate, concluding as to whether it is appropriate.
– Confirm that the fair value of the non-controlling interest has been calculated based on an externally available share price at the date of acquisition. Agree the share price used in management’s calculation to stock market records showing the share price of Lynx Co at the date of acquisition.
​​​​​​– Obtain a copy of the due diligence report issued by Sidewinder & Co, review for confirmation of acquired assets and liabilities and their fair values.
– Evaluate the methods used to determine the fair value of acquired assets, including the property, and liabilities to confirm compliance with IFRS 3 and IFRS 13 Fair Value Measurement.
– Review the calculation of net assets acquired to confirm that Group accounting policies have been applied.
(c) Evaluation of the extract of the audit strategy prepared by Vulture Associates in respect of their audit of Lynx Co
The extract from the audit strategy covers two areas – reliance on internal controls, and the use of internal audit for external audit work. In each area it appears that ISA requirements have not been followed, meaning that the quality of the audit planned by Vulture Associates is in doubt.
Controls effectiveness​​​​​​​
In relation to reliance on internal controls, ISA 330 The Auditor’s Responses to Assessed Risks contains requirements in relation to relying on work performed during previous audits on internal controls. ISA 330 states that if the auditor plans to use audit evidence from a previous audit about the operating effectiveness of specific controls, the auditor shall establish the continuing relevance of that evidence by obtaining audit evidence about whether significant changes in those controls have occurred subsequent to the previous audit. The auditor shall obtain this evidence by performing inquiry combined with observation or inspection, to confirm the understanding of those specific controls, and if there have been changes which affect the continuing relevance of the audit evidence from the previous audit, the auditor shall test the controls in the current audit. If there have not been such changes, the auditor shall test the controls at least once in every third audit, and shall test some controls each audit to avoid the possibility of testing all the controls on which the auditor intends to rely on a single audit period with no testing of controls in the subsequent two audit periods.
Therefore, in order to comply with ISA 330, Vulture Associates needs to do more than simply accept management’s assertion that there have been no changes to controls. There needs to be some observation or inspection of controls, to confirm that there have been no changes, and this work and an appropriate conclusion need to be documented in the audit working papers.
In addition, there should be some testing of internal controls each year, so Vulture Associates should plan to perform some tests of controls each year, so that over a three-year cycle, all controls are tested to confirm that controls are still operating effectively and therefore can continue to be relied upon.
The Group audit team should discuss this issue with Vulture Associates to ensure that adequate controls testing is performed. If, for some reason, Vulture Associates does not amend its audit strategy, then the Group audit team may decide to perform additional testing, given that Lynx Co is material to the Group.
Internal audit
According to ISA 610 Using the Work of Internal Auditors, it is acceptable, in some circumstances, for the external audit firm to use the internal audit function of an audited entity to provide direct assistance to the external audit team. However, in some jurisdictions, due to local regulations, the external auditor is prohibited from using internal auditors to provide direct assistance, and therefore the Group auditor team will need to consider whether the prohibition also extends to component auditors and, if so, it would not be appropriate for Vulture Associates to use the internal audit function. Assuming that there is no local restriction, before deciding whether to use the internal audit function, the external auditor must evaluate a number of factors, including:
– The extent to which the internal audit function’s organisational status and relevant policies and procedures support the objectivity of the internal auditors.
– The level of competence of the internal audit function.
– Whether the internal audit function applies a systematic and disciplined approach, including quality control.
Vulture Associates must therefore perform this evaluation before making any decision about whether they should instruct the internal audit team to perform audit procedures. For example, if they find that the internal audit function does not have a good quality control procedure, it would not be appropriate to use them in external audit work.
Using the internal audit function to perform audit procedures is direct assistance to the external auditor. ISA 610 requires that where direct assistance is being provided, the external auditor shall evaluate the existence and significance of threats to objectivity and the level of competence of the internal auditors who will be providing such assistance. The external auditor shall not use an internal auditor to provide direct assistance if there are significant threats to the objectivity of the internal auditor or the internal auditor lacks sufficient competence to perform the proposed work. Vulture Associates therefore needs to document and conclude upon their assessment of the internal auditors’ objectivity and competence.
There is also an issue with regard to the type of work they are given to perform. Vulture Associates is planning to ask the internal auditors to perform specific audit procedures in relation to trade receivables but this is not likely to be appropriate. ISA 610 states that the external auditor shall make all significant judgements in the audit engagement. Performing a trade receivables circularisation and reviewing the allowance against trade receivables both involve judgements, in relation to sample selection and also in relation to measurement of the receivables. The trade receivables is also likely to be a material balance in the financial statements. Therefore it would not be appropriate for the internal audit team to complete the audit, though they could be used for performing routine procedures not involving the use of judgement.
A further issue is that ISA 610 specifically states that the external auditor shall not use internal auditors to provide direct assistance to perform procedures which relate to work with which the internal auditors have been involved and which has already been, or will be, reported to management or those charged with governance. From the audit strategy, it appears that the internal audit function has worked on trade receivables during the year, so it would not be appropriate for the internal auditors to provide direct assistance to the external audit firm in relation to this area due to the self-review threat which would be created.
It may be possible for the internal auditors to provide direct assistance on non-judgemental areas of the financial statements if they have not performed internal audit work relating to those areas during the year.
In conclusion, from the evaluation of this extract from the audit strategy, it seems that Vulture Associates is planning to carry out the audit of Lynx Co in a manner which does not comply with ISA requirements. This is a concern, given the materiality of the subsidiary to the Group, and our firm should liaise with Vulture Associates as soon as possible to discuss their audit planning.
(d) Ethical and professional implications of the request to provide a non-audit service on the Group’s integrated report​​​​​​​
​​​​​​There are several issues to consider with regard to providing this service.
A significant issue relates to auditor objectivity. The IESBA Code of Ethics for Professional Accountants (the Code) provides guidance on situations where the auditor is asked by the client to provide non-assurance services. Bison & Co needs to evaluate the significance of the threat and consider whether any safeguards can reduce the threat to an acceptable level.
While the integrated report is not part of the audited financial statements, the report will contain financial key performance indicators (KPIs), and the Group has asked for input specifically relating to the reconciliations between these KPIs and financial information contained in the financial statements. There is therefore a potential self-review threat to objectivity in that the audit firm has been asked to provide assurance on these KPIs which are related to figures which have been subject to external audit by the firm. The team performing the work will be reluctant to raise queries or highlight errors which have been made during the external audit when assessing the reconciliations of KPIs to audited financial information.
It could also be perceived that Bison & Co is taking on management responsibility by helping to determine content to be included in the integrated report, which is a threat to objectivity. The Code states that the audit firm shall not assume management responsibility for an audit client and that the threats created are so significant that safeguards cannot reduce them to an acceptable level. While the Code does not specifically state that helping the client to determine the content of its integrated report is taking on management responsibility, certainly there could be that perception as the auditor will be involved in setting measurements which the company will benchmark itself against. Additionally, working with management on the integrated report could create a familiarity threat to objectivity whereby close working relationships are formed, and the auditor becomes closely aligned with the views of management and is unable to approach the work with an appropriate degree of professional scepticism.
There is a potential problem in terms of compliance with ISA 720 The Auditor’s Responsibilities Relating to Other Information, should Bison & Co accept the engagement. ISA 720 requires that auditors read other information in order to identify any material inconsistencies between the financial statements and information in the other information. ISA 720 applies only to other information in the annual report, and it is not stated whether the Group’s integrated report will be included in the annual report, or as a standalone document.
Based on the above, it would seem unlikely that Bison & Co can provide this service to the Group, due to the threats to objectivity created. However, should the firm decide to take on the engagement, safeguards should be used to minimise the threats. For example, a partner who is independent should be involved in reviewing the audit work performed.
Aside from ethical issues, Bison & Co must also consider whether they have the competence to perform the work. Advising on the production of an integrated report is quite a specialist area, and it could be that the audit firm does not have the appropriate levels of expertise and experience to provide a quality service to the Group. The fact that the Group wants to highlight its technological achievements, and presumably will select a range of non-financial KPIs and technological issues to discuss in the integrated report, makes the issue of competence more significant, as the audit firm may not have the necessary technical knowledge to provide advice in this area. Aside from competence, the firm should also consider whether it has resources in terms of staff availability to complete the work to the desired deadline and to perform appropriate reviews of the work which has been completed.
Finally, given that the Group is a listed entity, it should comply with relevant corporate governance requirements. This means that the audit firm may be prohibited from providing services in addition to providing the external audit to the Group. The audit committee should apply the Group’s policy on the engagement of the external auditor to supply non-audit services, the objective of which should be to ensure that the provision of such services does not impair the external auditor’s independence or objectivity. The Group’s audit committee will need to pre-approve the provision of the service, and in making this decision they should consider a number of matters, for instance, the audit committee should consider whether the skills and experience of the audit firm make it the most suitable supplier of the non-audit service, whether there are safeguards in place to eliminate or reduce to an acceptable level any threat to objectivity and the level of fees to be incurred relative to the audit fee.
Conclusion​​​​​​​
​​​​​​These briefing notes indicate that there are a large number of audit risks to be considered in planning the audit, and that management needs to supply the audit team with a range of additional information for more thorough audit planning to be carried out. The audit of goodwill, and in particular the goodwill arising on the acquisition of Lynx Co, is an area of significant audit risk, and the notes recommend the principal audit procedures which should be conducted. An evaluation of the audit strategy prepared by Vulture Associates indicates that their audit of Lynx Co might not be a high quality audit. Finally, our firm needs to discuss the request to assist in preparing the Group’s integrated report with the Group audit committee, and it seems unlikely given the threat of management involvement that we would be able to carry out this work for the Group.​​​​​​​