Category: Audit and Review

The Right Way

~ C.O.R.E. Beliefs ~ Leave a comment

People’s reaction to conflict is often amusing.  Last week’s battle with a management company is a great example.

When we first brought the issue to the attention of the management company, they told us that they had authorization to do the work and invoice for it.  Never mind the fact that the minutes to the directors meeting didn’t say that the management company’s proposal was accepted and approved.  The minutes were silent.

As I have pointed out in other blog posts, the minutes in this case were kept by the management company.  This is so even though the bylaws state the board secretary is responsible for recording the meetings and securing the minutes.  But even though the management company kept the minutes, the minutes did not provide approval.

They did the work anyways.  And then billed extra.  We questioned the transaction as we think any good auditor would.

The manager’s response?  They updated the minutes.

Really?  I know, it is wrong on so many levels.  But even though they updated the minutes they still didn’t say that the board approved the transaction.  Even they knew there is a line they can’t cross.

After that, we were met with silence.  Three times we inquired as to additional proof that the transaction was valid and we were met with silence each time.  They figured we would go away or worse, feel no choice but to accept their statement.

But there was a right way to handle this.  First would have not been to do any work not explicitly authorized by the board.  The management company, after all, works for the board the same as the auditor does.  They have a contract which specifies the work they are to do and the compensation they are to receive.  When there is work to be performed beyond the management agreement, that work needs to follow the basic rules the board has laid out.

The right way would have been to solicit three bids from reputable contractors.  The manager would have presented these to the board so they could make an informed decision.  The manager then would have contacted the awarded contractor and scheduled the work.

The right way would include not submitting a proposal from a contractor who didn’t agree to the terms that were apparently presented to the board.  The right way would also not have the manager offer to step in to fulfill the service when the contractor said no.

From our perspective as the auditor, there is a right way and a wrong way.  The right way means acting with integrity and intention.  It means accepting responsibility when things go wrong and reconsidering your processes so that they can’t happen again.

The wrong way is to blame the CPA for questioning the transaction.  The wrong way is to say that the board is wrong and to argue that everyone knew how hard you worked.  The wrong way is to tell us that you can find five different CPA firms who will see it your way and that you will make sure we never audit another of your clients.

As auditors, C.O.R.E. Services follows a simple rule: Do it the Right Way.  If at the end of the day, our clients, the boards of property owner associations and other entities, prefer to have us focus on their rules and compliance so they can feel good about the financial statements, then we will continue to offer our service.  And if the market shifts and these same boards no longer want to know that things are done correctly, well then the market will win and we will have to find some other line of work where our integrity and intention will matter.

As we explained to this community manager, the cost for their referral was too high.  I would rather starve then become beholden to a community management company who skates on ethical thin ice.  And if the day comes when boards would prefer to have a community management company lackey as their auditor so they can avoid the conflict of challenging the manager’s decisions, then we will stand by waiting for the inevitable lawsuits to begin so we can offer our services in support of the litigation.

Do things the right way.  Act with intention.

If you are a board who would like to ensure that your community manager is preparing financial statements you can rely upon, feel free to reach out to us.  And, if you are a community manager who lives with intention and works with integrity, we would love to get to know you and help you by auditing your work on behalf of your boards.  Our mutual client will be most grateful for the opportunity for us to work together on their behalf.

Have a great Monday.

Thoughts on Accounting and Reserve Funds

~ C.O.R.E. Beliefs ~ Leave a comment

This weekend Doug and I were discussing the soon-to-be-required ASU 2014-09 and ASC 606 and how it applies to Common Interest Realty Association’s (CIRA).  As we look at this more closely, it is highly likely that something is going to have to change in order for Property Owner Association financial statements to comply with GAAP.

There may be a considerable problem with our current POA financial presentation that we, as a community of professionals, need to address. Specifically, how do we treat the receipt of resources paid to the Association for future activity in the Reserve Fund?

To review the 5 steps as they pertain to a reserve fund transaction as spelled out in ASU 2014-09 and ASC 606:

  1. Identify the contract. The POA passes a motion (resolution) which states that all owners must contribute a certain sum of money. The owners agree (or fail to disagree in sufficient numbers). This likely creates the contract under 2014-09.
  2. Identify the performance obligations. The purpose of the charge is to amass sufficient assets for future repairs and renovations. Thus, the reserve study, which is the underlying documentation calling for the expenditure of funds, creates the performance obligations. The POA could either call each discrete item its own performance obligation or bundle the annual expected disbursements into specific performance obligation groups. The grouping approach is allowed under 2014-09.
  3. Determine the transaction price. The transaction price would be the sum total of the performance obligations as spelled out in the reserve study.
  4. Allocate the transaction price to the performance obligations. Since each performance obligation already has an agreed-upon price, no further steps are warranted unless the POA receives information calling the transaction price into question.
  5. Recognize the revenue when performance obligations are satisfied. And here is the problem.

Currently, GAAP treats the request for reserve funding as revenue when billed (received). It bases this on the premise that, while the income is, in theory, unearned, there is no right to request a refund and the funds are owned and controlled by the POA. Since the funds do not ever need to be refunded ASC 605 states that the most appropriate treatment is income.

But ASC 606 and ASU 2014-09 have the new performance obligation. If the performance obligation is in fact the future expenditure of resources in line with the reserve study, then this is no longer revenue but deferred revenues. It doesn’t matter if there is no right of refund anymore. These resources can only be taken into income when the reserve project is authorized and expenditures arise.

It would likely be incorrect to argue that the performance obligation is the mere demand for funds. An association is not allowed to amass assets without some rational basis – like the reserve study. Even if the reserve study is management’s, or the boards, best guest (meaning they don’t hire an independent expert to plan the amassing of reserve funds) the point of the accumulation is to pay it out at some future time: i.e. specific performance obligations.

This assumes, by the way, that the correct treatment of reserve transaction is, in fact, through the income statement. Since there is no profit motive, that is, the goal of the accumulation of reserve funds is to have sufficient assets on hand to address specific items without the expectation of additional accumulation of profits, it is possible that this is some sort of transaction other than revenue. This would imply that the transaction is a liability or an equity transaction, in that the accumulated assets are claims by other, currently unidentified contract members and participants receive the future benefit, but in the long-run since there is no real profit motive, the reserve breaks even.

The accumulation of assets is to ensure sufficient (hopefully) resources to address a future commitment to repair and renovate the property as called for in the reserve study. The problem, of course, is that the POA does not have title to the specific assets for which the funds are being accumulated. This amount is being taken in trust. Thus, the only “items of revenue” in the reserve fund would be the investment earnings and direct expenses, including any agreed-upon management fee, incurred directly by the fund. The payment of a reserve project would be recorded against the trust corpus and accumulated earnings – i.e. the liability account.

So, it is very possible that this new ASC will require a complete rethinking of how POA’s account for reserve funds. If the profession agrees that a POA is subject to ASC 606 for the contractual obligations then reserve funds will likely need to be treated as unearned until the performance obligation is satisfied. Or, if the profession believes that the transaction is not subject to ASC 606, then ASC 972 will need to be clarified to address how such funds are to be recorded. The contribution of those resources can be treated as temporarily restricted contributions in line with NPO accounting but this would necessitate the transition to NPO reporting and away from fund reporting. This will further necessitate an update to 972 to explicitly require this type of accounting. ASU 2014-09 calls into question how reserves will be treated moving forward and ASC 972 appears to be silent on the application of the ASU and the ultimate reporting of claims against assets accumulated for the future repairs and renovation of common property.

Welcome to Monday.  If you are looking for a firm which focuses on audits and reviews of Property Owner Associations and other types of organizations, feel free to get more information about us from our website.  We look forward to the opportunity to be of service to you.

 

More on Management Representations

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The second section of the management representation letter gets into the heart of how you went about disclosing information to the independent accountant.  This section is titled, “Information Provided” and you should be aware of what is actually being stated here.

  • You are stating that you have responded fully and truthfully to all inquiries made.  Keep in mind one of the bigger concerns is related party transactions – if you know one exists but fail to disclose it, you have technically misrepresented yourself.
  • You provided access to all relevant information which deals with the preparation and fair presentation of the financial statements.
    • Contracts
    • Board minutes (if you had a board and kept minutes
    • Schedules requested, like an amortization schedule for interest
    • Most importantly, unrestricted access (my emphasis) to persons within the entity that the accountant felt was necessary to interview to feel confident about the evidence.

As a quick aside, this is a potential for a scope limitation which is an engagement killer for both an audit and review.  We have had client management tell us we cannot interview certain employees.  Sorry, that is a huge red flag issue.  We don’t like wasting our time talking with employees or business partners who cannot provide evidence, but if you have a purchasing manager and we question the values of inventory, to say we cannot talk with that person means we cannot issue our independent report.  You have been warned.

  • You have recorded all transactions in your accounting system and these show up on the financial statements.  You are the entities first line of defense.  We have been involved with engagements where specific transactions were not recorded, only to find out later that someone (like the owner) knew about it but failed to ensure it was included.
  • You are stating you are either have no knowledge of fraud or suspected fraud or have shared with us your suspicions or evidence.  Think about this representation.  As I have discussed in other posts ,we have discovered odd journal entries which were possibly created to misrepresent the financial condition of the company.  We have required management to represent that they had evidence of this misrepresentation and have taken steps to address the action and then state if they know of anything else.  The fact that it the transaction was caught by us and not management is the problem since it never should have been entered in the first place.
  • You are stating that there are either no instances of noncompliance with laws or have disclosed all such instances to us and have either made allowance for it in the financial statements or are disclosing such.  There was one instance where a construction company bid on a job in a new state.  They started the work and failed to file as a foreign corporation, failed to register as a contractor and failed to file for payroll taxes and workers compensation coverage.  Even though it was eventually corrected, we required an accrual of the expenses and also a note disclosure.
  • You state that all possible litigation and potential claims have been identified.  If your company is being sued for, say a hostile work environment, you should let the accountant know so that a proper disclosure can be prepared.  Your relative guilt or innocence is not the question, the fact that there is a risk is the concern.
  • You are stating that you have disclosed all related parties.  By the way, you are required to disclose related party matters even when you are not doing business with them.
  • The last big one, you state that the entity has complied with all contractual agreements that would have a material effect on the financial statements in the event of noncompliance.  Now, before you say it is never a problem, think about a line of credit that is tied to your inventory by way of a borrowing base calculation.  It requires that inventory over 120 days be excluded from the calculation.   At the end of the year you are on day 119 for 50% of your inventory.  You are likely going to be out of compliance and it may have a material impact.

For the most part, management representation letters are simple and straightforward.  But they are designed to protect the independent accountant by putting you on notice that you are making, and they are relying upon, certain representations.  In the event of a problem their defense is that you represented that you told them one thing and obviously something else happened.  So, to protect yourself, don’t be afraid to add specific language which makes the representation letter more effective for you and the accountant.

We hope this journey through the standard management representation letter has been helpful.  If you have questions about the representation letter, feel free to ask.  And if you would like a proposal on audit or review services, go to our website and learn a little more about us.  We have a page where you can request a proposal and we would love the opportunity to be of service to you.

Management’s Representation

~ C.O.R.E. Beliefs ~ Leave a comment

We are often asked, “Why do I have to sign this letter?”  The letter being referred to is the management representation letter.  As to the why, because you as management, the owner, the board, are making specific assertions that we, the independent accountant’s are relying upon.

An important part of management’s representation is the concept of materiality.  The representation letter typically includes this paragraph, “Certain representations in this letter are described as being limited to matters that are material. Items are considered material, regardless of size, if they involve an omission or misstatement of accounting
information that, in the light of surrounding circumstances, makes it probable that the judgment of a reasonable person relying on the information would be changed or influenced by the omission or misstatement.”

In this section you are agreeing to the concept that the dollar value alone is not necessarily indicative of materiality.  I will use a real-world example (one we are currently facing) to explain:  Way back in November 2013, an association approved a special assessment.  Interest was to start December 1, 2013 if the full amount of the special assessment wasn’t paid by November 30.  Unpaid interest earned was about $3,500.  The manager did not accrue the interest for those who hadn’t paid by December 31.    Was it material?  Dollar-wise probably not.  But had it been known that over 30% of owners had not paid their first payment – which would have been obvious had the accrued interest been included – it is quite probably that a reasonable person’s judgement may have been changed.

So what are some of the specific representations you are making?  Regarding the financial statements, you represent:

  • You understand that you are responsible for the preparation and fair presentation of the financial statements.  This is true even if you entrust the preparation of the financial statement to the outside accountant.
  • You acknowledge your responsibility to design, implement and maintain an internal control system and you have fulfilled this responsibility.  This is a big issue; go back to the example above, obviously the control system to ensure that all relevant information was provided in the financial statement was not working properly.
  • You acknowledge your responsibility to design, implement and maintain an internal control system to prevent and detect fraud.  Fraud, by the way, is not just about people stealing it is also about ensuring the financial statements are not intentionally misleading.
  • Related party relationships and transactions have been accounted for and are disclosed.  This could be as simple as renting the building from an LLC owned by the majority shareholder or as complex as contracting with a company where the controller is a silent partner.  You are stating that these types of transactions have been fully documented and are properly disclosed to a reader of the financial statements.
  • Any important events that happened after the balance sheet date are accounted for and/or disclosed.  This means, if you decide to pay a large bonus to key employees after the year-end, at a minimum it needs to be fully disclosed and more likely properly accrued since the bonus no doubt stems from the profit of the year.

These are by no means all the things you are representing regarding the financial statements.  But you get the idea; you have the primary responsibility for all the financial information and making sure it gets in the financial statement.  You can and should bring it up to your accountant (or whoever is preparing the financial statement) if you have the slightest concern that it is something that should be included.

When is that you ask?  The fact it is on your mind means it should probably be disclosed.  The old saying, “When in doubt, let it out.” definitely applies to your financial statements.  Don’t try to suppress bad news or fluff up the good.  You, as management and the board (if it exists) have an obligation to ensure the truth is provided so that the reader can make an informed decision.

If you need help with preparing financial statements or designing an effective internal control system, feel free to contact us through our website.  We have worked with many large and small businesses, non-profits, and associations as auditor and also consultants.  We are here to be of service to you.