rM *■" '£;'.'..ia:i iSii '-/: 'J.^^'Vj BOUGHT WITH THE INCOME FROM THE SAGE ENDOWMENT FUND THE GIFT OF Henrg M. Sage 1891 .^.IkS'.^^.IL (.(..to 5931 Cornell University Library HF5667 .M78 Auditing theory and practice olin 3 1924 030 163 251 Cornell University Library The original of this book is in the Cornell University Library. There are no known copyright restrictions in the United States on the use of the text. http://www.archive.org/details/cu31924030163251 AUDITING THEORY AND PRACTICE BY ROBERT H. MONTGOMERY, C.P.A. of the firm of Lybrand, Ross Bros. &. Montgomery. Editor Dicksee's ''Auditing*' (American Edition), Instructor in Accounting, Columbia University. Formerly Lecturer on Auditing, University of Pennsylvania and New York University. Attorney-at-Law. NEW YORK THE RONALD PRESS COMPANY 1912 "' L;i;Af;Y his Copyright, 191 2, by ROBERT H. MONTGOMERY Entered at Stationers' Hall, London j4// rights reserved TO E. S. M. . ^ v'- WITHOUT WHOSE INSPIRATION THIS BOOK WOULD NOT HAVE BEEN WRITTEN PREFACE There is a demand for a practical book on auditing which up to this time has not been met. If my twenty-four years of continuous experience in professional accountancy work is a sufficient practical training, I trust I have established a prima facie excuse for the presentation of this book, which contains more of practice than of theory. Auditing, in its broadest sense, is the most important branch of accountancy. During the early years of my clerkship in the office of Mr. John Heins, of Philadelphia (then President of the American Association of Public Accountants), and later, while acting as an instructor in the School of Accounts and Finance of the University of Pennsylvania, I strongly felt the need of a dependable textbook on the subject. My attention was all the more directed to the paucity of books on auditing and on other accounting and cognate subjects by contrast with the full and comprehensive literature of the legal profession which I had found of such great assistance in my studies preparatory to admission to the bar. Mr. Dicksee's work on auditing was for many years an au- thority in American offices. In 1905 I published an American edition of his book, in which I omitted the statutes and other matter which related solely to British practice, and rewrote, or left unchanged, the parts applicable to American practice. The book met with such success that in 1909 a second edition was required. During the last few years, however, I have noted in the pro- fession a radical departure from the principles and procedure enunciated by Mr. Dicksee. More is now expected of the auditor, and, happily, many of the profession have met this broader demand and have shown that the services of the prac- titioner must extend over the whole field of business activity. In view of these recent and important developments, I feel vi PREFACE justified in giving a subordinate place in this work to what were formerly regarded as the chief objects of an audit; and what I consider to be the major objects of a modern audit are discussed exhaustively. It may be that I am too radical in some of my interpreta- tions of the ideal procedure. Perhaps to follow strictly the rules laid down in this book would require more time than any auditor is willing to devote to a single engagement. The exigencies of a particular case may make the opportunities for investigation more limited than the auditor would wish them to be. But the student and the young practitioner particularly should, never- theless, be careful not to restrict the scope of their theory and practice until they have considered the last safeguard which can be applied to business transactions and have followed up the slightest hint which may throw light upon any irregularity in a concern under audit. I would not have the courage to present this book to the pro- fession if it had not been for the commendatory assurances and helpful suggestions of my partners, William M. Lybrand, C. P. A., and Walter A. Staub, C. P. A., and my friend Joseph E. Sterrett, C. P. A., who read all my manuscript and to whom I am tremendously indebted. I am also indebted to John R. Wild- man, C. P. A., of the New York University, who also read my manuscript and from whom I received many suggestions which I am sure will make the book more helpful to students. The very comprehensive chapter on Municipal Auditing was (with very minor exceptions) prepared by U. L. Leonhauser, C. P. A., Secretary of the Metz Fund for Promoting Efficient Municipal Accounting and Reporting. Other suggestions of value have cofne to me from my friends in the profession, among whom I must mention Herbert M. Temple, C. P. A., Waldron H. Rand, C. P. A., George T. Klink, C. P. A., E. G. Shorrock, C. P. A., Seymour Walton, C. P. A., Edward L. Sufifern, C. P. A., an5 John B. Geijsbeek, C. P. A. Necessarily much of my work was done at irregular inter- vals, which meant that my notes required careful revision and arrangement. This work was done for me by Gerald van Casteel, Esq., of the New York Bar, and I take this opportunity to express my appreciation of his able and conscientious work. PREFACE vii As my friends did not undertake to rewrite all of my manu- script, I am conscious of many imperfections in the present volume, and I shall gratefully receive any constructive criticism with which I may be favored by those who feel enough respon- sibility in connection with accountancy literature to contribute to another edition of this book, which I suppose will appear in the course of time. " Robert H. Montgomery. 55 Liberty St., New York, 2d Sept., 1912. TABLE OF CONTENTS CHAPTER I. PURPOSE OF. THIS BOOK PAGE Auditing an analytical; practical accounting a constructive science i Conventional balance sheets not always intelligible 2 Financial statements should be informational as well as statistical 2 Example of financial statement 3 Practical business experience an essential supplement to theoretical study of auditing 7 Auditing as "the profession of business advice" 7 CHAPTER II. THE PURPOSES AND ADVANTAGES OF AN AUDIT Auditors must educate business men to appreciate the advantages of an audit 8 Audits formerly confined to detection or prevention of fraud and error — now of broader scope 9 Minor objects of an audit lo Detection of fraud 1 1 Misappropriation of money or goods 1 1 Manipulation of accounts for ulterior purposes I2 Detection of errors — usually accounting work only 13 Errors of principle I3 Clerical errors '4 Errors of omission — tests usually sufficient 15 Errors of commission 16 Oflfsetting errors 16 Auditor's purpose: to discover and disclose the truth about accoimts 17 Advantages of an audit '^ Condition of affairs accurately shown by a disinterested expert 18 Bai^ loans facilitated by certified accounts 18 Partnership difficulties obviated by continuous audit 20 Fire losses more favorably adjusted upon an authenticated balance sheet 20 Audits facilitate the bonding of employees 21 Audits give protection to stockholders and the public 21 Sale of business easier when accounts are certified 22 Recovery from auditor for negligence 23 ix X TABLE OF CONTENTS CHAPTER III. THE AUDITOR'S QUALIFICATIONS PAGE Bookkeeping 24 Accounting: must consider values as well as figures 24 Value of theory high, but must be supplemented by practical experience. . 25^ General experience of business customs and methods and of economic and legislative problems essential to an auditor 26 Special faculties essential to an auditor 27 Education 29 Special and prehminary knowledge; professional education; knowledge of law 30 Moral qualities 30 Audit clerks' attitude toward principal and clients 31 Qualifications required by the public 32 Incompetent "auditors" 32 Misfit cost-keeping systems 33 CHAPTER IV. THE DUTIES OP AN AUDITOR Non-professional and amateur auditors: danger of employing 34 Corporate provision that certified accountants must be employed 35 Official auditors employed by national and state governments 36 StaS auditors, or comptrollers should not assume executive work 37 Professional auditors defined 38 Auditor not an insurer 38 Employees' bonds, reasons for, and manner of insisting upon 39 Audit of a Firm or Individual Auditing for a partnership 40 Partnership agreements, auditors' ability to draw up 41 (1) Nature of business. (2) Capital. (3) Changes in capital. (4) Interest on capital. (5) Withdrawals. (6) Undrawn profits. (7) Interest on loans or withdrawals. (8) Distribution of profits or losses. (9) Approval of accounts. (10) Salaries of partners. (11) Dissolution. (12) Special causes for dissolution. (13) Settlement after dissolution. (14) System of accounts. (15) Disputes over accounts. (16) Firm insurance. (17) How to avoid litigation. TABLE OF CONTENTS xi Audit of Corporations p^^j, OfiBcers and directors: business advice by the auditor to 44 Informal proceedings by officers as to salaries, dividends and loans 45 Directors' interests in contracts and liabilities for debts and unearned dividends a-. Tactful criticism by auditor of corporate affairs 48 Advantages of corporation audit 48 Auditor's responsibility 49 (i) to stockholders. (2) to directors. (3) to officers. Auditor as an Expert Witness Preparation always essential 50 Witness can testify to his own work only 51 Information should not be volunteered, nor unfavorable facts unnecessarily disclosed gi Conclusions and opinions 52 Practical limitations as to impartiality of expert witness 52 The Auditor of an Institution or Similar Organization Reasons for and against accepting such engagements 54 All institutions soliciting funds should be audited 54 The Subscriptions Investigating Committee of the Chicago Association of Commerce 54 Special Audits Classes of «. 54 Caution as to assuring auditor's fee in special audits 55 CHAPTER V. ETHICAL DUTIES— LEGISLATION Precepts of professional conduct 56 Rules of professional conduct 57 Legislation Proposed act for compulsory certification of financial statements in Pennsylvania 58 Proposed "New York Business Companies Act" 59 Officers 60 Meetings 60 Balance sheet 61 Duties of auditors 62 Private balance sheet 63 English Companies (Consolidation) Act 1908 64 CHAPTER VI. HOW TO BEGIN AN AUDIT (i) As to the client: fixing the legal responsibility 66 (2) Do not start until you are sure you will finish 66 xii TABLE OF CONTENTS How TO Begin an Audit (Continued) page (3) Secure the friendly cooperation of the client's staff 67 (4) Fees: compensation must depend on service rendered; per diem rates; scale of fees in New York City; instance of proper acceptance of a contingent fee °9 (5) As to where the work is done 73 (6) Working papers; stationery; classifying errors; permanent filing 77 (7) Familiarity with system in use 77 (8) Schedules of books, records, and names of clerks 78 (9) Procedure where previous audits have been made 79 (10) Final considerations: detailed or balance-sheet audit? 79 Detailed audit: relation of proper internal check and staflE audit upon 80 Balance-sheet audit 82 System of internal check 83 (i) The cashier 83 (2) Vouchers 84 (3) Sales 84 (4) Ledgers 84 (5) Other considerations: inventories, collections, incoming mail, pay rolls, vacations 84 Suggestions to client's staff before commencing work 85 (i) Final balance. (2) ControlUng accounts. (3) Schedules of negotiable paper, etc. (4) Creditors' statements. (5) Vouchers. (6) Inventory. (7) Accounts receivable. CHAPTER VII. BALANCE-SHEET AUDIT— ASSETS General — Current Assets General principles and limitations of balance sheet audit 87 Current Assets Liens and hypothecations 89 Proportion of current accounts to other habilities and capital 89 Cash Cash in bank; pass books; excessive balances 91 Cash on hand; "cash items"; petty frauds; several accounts 92 Accounts Receivable Trade debtors; consignments; normal volume of outstandings 94 Suggestions as to overdue accounts 96 Discounts . . . . ' 96 Rents, etc., receivable 97 TABLE OF CONTENTS xiii Accounts Receivable (Continued) pj^GE Miscellaneous; advances on contracts; illustrations; deferred charges to operating 97 Deposits which are not "accounts receivable" 99 Verification of outstandings by correspondence 100 CHAPTER VIII. BALANCE-SHEET AUDIT— ASSETS (Continued) Current Assets Notes receivable; business customs as to; discounted notes; dishonored notes. loi Stock subscriptions 103 Installment contracts 103 Inventories Raw materials and stock to be resold in the same form 104 Basis of value shoidd be: "cost or market, whichever is the lower" 104 Discussion of the English rule that "an auditor is not a valuer" 105 Rules for Verifying Inventories Thirteen general rules for verifjring inventories 107 In re Kingston Cotton MiU Company case 108 Gross profits 109 Goods in process no Finished goods; anticipating profits; overhead expenses in The turnover 112 Supplies, stores, etc . .' 113 Investment securities 113 Securities as stock-in-trade; market values; coupons; precautions necessary in examining securities 113 Temporary investments, expediency of making; test of availability of holdings 115 Postage and other stamps 116 Deferred charges to operation : 116 CHAPTER IX. BALANCE-SHEET AUDIT— ASSETS (Continued) Fixed Assets Period to be covered 117 Overvaluations to offset stock issues 117 Component elements of the values 118 Value as a going concern and "scrap" valuation 119 Land and buildings, free and clear title to 1 19 (1) Land should appear at cost; improved and unimproved property; illustrative cases 121 Increased value is not always an increase in assets 122 (2) Bmldings; leaseholds; depreciation of building and appreciation of land 122 Machinery and equipment; depreciation; record of machinery; excessive depreciation reserves; reserve for obsolescence; discarded machinery. . 124 xiv TABLE OF CONTENTS Fixed Assets (Continued) page Small tools '^5 Furniture and fixtures ^^° Packages; deposits on packages 127 Horses 127 Wagons, automobiles, etc 127 Patterns, drawings, lasts; sentimental valuations; changes in style 127 Electrotypes, woodcuts, etc 128 Patents; factors in depreciating value of 129 Fictitious "Patent" accovints 129 Copyrights 130 CHAPTER X. BALANCE-SHEET AUDIT— ASSETS (Continued) Fixed Assets (Continued) Good will; writing off and manipulation of 131 Computation of good will; charts of multipliers and factors in computa- tion of good will 132 Sinking funds 135 Funds and other permanent investments 136 Treasury stock, valuation of 138 Unissued capital stock ; 139 Wasting Assets Values to be written down 139 Mines 140 Timber land 140 Contingent assets; possible credits 140 Capital stock calls and assessments 140 Liabilities of directors : 141 Secret Reserves (1) Plant additions charged to maintenance 142 (2) Excessive reserves for depreciation, etc 142 (3) Inventories should reflect fair values 143 (4) Writing down assets; bank permises 144 Stockholders' interest in knowing of secret reserves 146 CHAPTER XI. BALANCE-SHEET AUDIT— LIABILITIES The balance sheet as a basis for credit 148 Accounts payable: balance sheet omissions 140 Trade creditors: checking orders and receiving records; discounts 151 Consignments I c. Notes payable: individual loans j » «.' Mortgages j cc Bonds I eg Judgments i c- Interest payable j -g Taxes: federal corporation tax law j -g TABLE OF CONTENTS xv Balance-Sheet Audit — LiABitiTiES (Continued) p^gj. Water rates igg Wages 159 Rent 160 Freight i6o Traveling expenses and commissions 160 Legal expenses 160 Audit fees 160 Damages 161 Deposits 162 Unclaimed dividends 163 CHAPTER XII. BALANCE-SHEET AUDIT— LIABILITIES (Continued) Contingent Liabilities and Capital General remarks 165 Notes discounted 165 Indorsements: accommodation indorsements 166 Outside enterprises 168 Guarantees 169 Unfilled contracts 170 The minute book 171 Reserves General considerations 172 When should a reserve account appear among the liabilities? 173 Capital and Surplus Criticism of conventional balance sheet 176 Capital stock: overvaluations of property 176 Premiums on capital stock 177 Sinking fund accounts 177 Reserve for working capital 178 Preferred stock accumulated dividends 179 Surplus 179 CHAPTER XIII. PROFIT AND LOSS ACCOUNT General considerations 181 Legal definition of profits 182 Economic definition of profits 183 Accountant's definition of profits 184 Earnings Gross earnings 185 Returns 185 Ordinary transactions only to be included 186 Allowances and rebates 186 Bad debts: expense of credit department 186 xvi TABLE OF CONTENTS Earnings (Continued) page Treasury ruling on bad debts '°° Work in progress: legitimate anticipation of earnings 187 Departmental profits - 189 Profit of subsidiary companies: U. S. Steel Corporation's practice 190 Sales for future delivery: International Harvester Company's practice. . . . 192 Participations and tmderwritings 193 Profit on sale of assets 1 193 Appreciation in value of assets I93 CHAPTER XIV. PROFIT AND LOSS ACCOUNT (Continued) Expenses and Losses Reserves and "net profits" 195 Depreciation — should it be included in current? 197 Obsolescence: increased efiiciency of new machinery 199 Accrued expenses, etc 200 Cash discounts 201 Trade discounts 201 Disposition of profit after being determined 202 English law as to disposition of profits 202 Profit and Income General considerations 203 Dividends must not be paid from capital: New York Stock Corporation Law provision 204 English law 204 Decedents' estates: importance of distinction between capital and income in. 205 Wasting assets 205 Interest 205 Dividends 206 Stock and extraordinary cash dividends 206 CHAPTER XV. CERTIFICATES AND REPORTS Importance of report and precautions as to rendering . 207 Something more than figures are wanted in a report 208 Terminology of report must be intelligible to all 208 Scope of report: results more important than methods 209 Certificate of audit; avoid ambiguous quaUfications 210 Forms of certificates 211 Report of audit subsequent to balance sheet date 211 Precautions as to suppression of qualifications from report 212 Form of balance sheet: American and English practices 212 The ideal balance sheet; specimen forms 214 Relation of the groups in a balance sheet more important than the arrange- ment of the groups 2ifi Statement required by banks 216 TABLE OF CONTENTS xvii Certificates and Reports (Continued) p^gg Standard forms of borrowers' statement: New York Bankers' Association 217 American Bankers' Association 220 Mercantile agencies' 222 CHAPTER XVI. CERTIFICATES AND REPORTS (Continued) Statements requested by credit managers 224 Credit statement recommended by National Association of Credit Men ... 225 Liens and hypothecations 227 Profit and Loss Statement General considerations 228 Condensed form of profit and loss statement 229 Arrange accounts to show comparison with previous periods and unit costs. 230 Use of charts 230 Sales charts 231 Gross and net profit charts : 232 Combined purchase and sale charts 233 Pay roll chart 235 Product and shipment'chart 236 Value of comparative statistics: prevention of defalcation 237 What not to report 238 Restrictions on client's use of reports 239 Misleading advertisements 239 Compulsory reports: EngUsh practice as to 240 CHAPTER XVII. THE DETAILED AUDIT General Principles Completed audit defined 241 Continuous audit defined 241 Audit note books, their value discussed 242 Cooley's "American Audit Record," specimen pages 244 The Audit of Income and Expenses General principles 247 Prior periods ' 247 Verification of footings and postings 248 (1) Purchase records 250 (2) Sales records 251 Controlling accoimt 251 Checks received must be deposited 252 Periodical verification of bank balances 252 (3) Cash receipts ' 253 (4) Cash payments 255 Summary ^56 Other records, advantages of having 256 xviii TABLE OF CONTENTS CHAPTER XVIII. THE DETAILED AUDIT (Continued) Verification of Income page General considerations 258 Sales: importance of examining "memo" books 259 Examination of balance sheets for omissions 260 Cash discounts: manipulation of 261 Collections not accounted for: common irregularities 262 Confirmation of outstandings: forms 262 Income from investments ■ 265 Interest receivable; outside ventures and loans; bank interest 266 Discount for prepayment , 267 Trade discounts, test of 267 Rents receivable 268 Realizations from items previously charged to profit and loss 269 Consignments and goods out on "memorandum'' 269 Goods received for sale 270 Anticipating profits on sales not delivered 271 Sales of building lots 273 CHAPTER XIX. THE DETAILED AUDIT (Continued) Purchases and Expenses Vouchers 274 Paid cheques as receipts 274 Instances of forgery 275 Purchase invoices 276 Wasting time on checking vouchers 277 Missing vouchers 278 Vouchers for petty cash payments, pay roll, etc 279 Petty cash 279 The imprest system 280 Organization and other similar expenses which affect more than one year's operation 281 Selling campaigns and seasonal business 282 Extraordinary expenditures 283 Legal expenses and "graft" 284 Repairs and renewals 284 Allbwances and returns 285 Empties 286 Salaries 287 Salesmen's commissions 287 Traveling expenses, entertaining, etc 288 Wages 288 Duties 290 Interest and collection charges 290 Insurance premiums 291 TABLE OF CONTENTS xix Purchases and Expenses (Continued) p^Qj. Freight and express 292 Postage 292 Journal vouchers 293 Purchase returns , 294 Cancellation of vouchers 29s CHAPTER XX. THE DETAILED AUDIT (Continued) The Trial Balance General considerations 296 Outstanding accounts 297 Bad or doubtful accounts 297 Asset and Liability Items Notes receivable 299 Notes receivable protested 299 Inventories 299 Premiums and discounts on bonds to be amortized 300 Premiums on capital stock 300 Branch accounts 301 Capital expenditure 302 Cash discounts on capital payments 303 Real estate 303 Buildings , 304 Machinery, etc 305 Notes payable 305 Partners' withdrawals 305 Dividends 305 Stock dividends 306 Capital stock 307 Bonds 307 Taxes 307 Office Methods General considerations: the "efficiency engineer" and the stationery "audit" houses 308 OfBce appliances, styles of books and records 309 Piling systems; essential features of 310 Copying 311 Mailing department 311 Stock on hand 3ii Controlling subsidiary ledgers 3^4 Columnar ledgers 3I5 Efficiency of organization 3i5 EfSciency theory applied to office work 316 XX TABLE OF CONTENTS CHAPTER XXI. DEPRECIATION PAGE Definitions, fluctuation, and depreciation 3I7 N. Y. Court of Appeals and Treasury Department, definitions of depre- ciation 318 Causes for depreciation 319 Repairs and maintenance 320 Methods of applying depreciation in the books: (i) Fixed percentage basis 320 (2) Sinking fund method 321 N. Y. Third Avenue Railway Co. case 322 (3) Production method 326 Depreciation by exhaustion 326 Sinking fund reauirements to retire bonds, etc., must not be confused with depreciation allowances 327 Depreciation is an operating expense 328 Depreciation a local issue 329 Investment of depreciation reserves 329 Importance of provision for obsolescence 330 Depreciation of different classes of property 331 Land depreciation 331 Buildings; table of allowances for depreciation of 332 Leaseholds 333 Machinery and equipment 334 Rates of depreciation of equipment; tables of 335 Small tools 336 Furniture and fixtures 336 Landlord's fixtures 336 Horses 336 Wagons, automobiles, etc 337 Sliips 337 Patents 337 Copyrights 337 Good will 338 Wasting Assets Mines 338 Timber lands 338 Public Utility Companies Table of rates of depreciation of 339 CHAPTER XXII. THE CORPORATION TAX LAW AND DEPRECIATION Provision of the law and Treasury Department ruling on 340 Nipissing Mines Company case 341 Treasury decision 1742 344 TABLE OF CONTENTS xxi CHAPTER XXIII. SPECIAL POINTS IN DIFFERENT CLASSES OF AUDITS Financial p^^^ Introductory , . 8 National and State Banks Official examination of ,40 Clearing house examiners of 350 Responsibilities of bank directors 351 Cash and securities 3^2 Correspondents' accounts 353 Confirmation of demand notes, etc 353 Certificates of deposit and certified checks 354 Capital stock 354 Depositors' accounts 354 Verification of income 355 Expenses 355 Secret reserves 356 Internal checks 356 Scope of report 356 Instances of fraud 357 N. Y. National City Bank's circular on Bank Examination by Directors. 358 Savings Banks General procedure 360 Trust Companies Powers 361 Procedure 362 Investment Companies General considerations 362 Fluctuation reserve 364 Ascertaining the real value of investments 365 Stockbrokers General considerations 365 Cash book; clearing house blotter 366 Ex-clearing house blotter; general ledger; customers' ledger; stock record; margin record 367 Record of money loans; record of stock loans; other books; use of abbre- viations; program of audit 368 "Blind accounts" 370 Instances of fraud 371 Building and Loan Associations General considerations 372 Verification of income 373 xxii TABLE OF CONTEXTS Bdilding and Loan Associations (Contiaued) pagb Expenses 374 Inspection of securities; distribution of profits 374 Forms of balance sheets, etc 37^ CHAPTER XXIV. SPECIAL POINTS IN DIFFERENT CLASSES OF AUDITS (Continued) Insurance Companies General considerations 378 Fire Insurance Companies General considerations 379 Instance of fraud 380 Liabilities 381 Life Insurance Companies General considerations 382 Model forms 384 Casualty, Health, Surety, Title Guarantee, and Other Companies Insurance companies and the corporation tax 389 Manufacturing Pay roll; freights; depreciation of plant 390 Miscellaneous income; rents; cost and stock accounts 391 Model forms 392 Publishers of Books Royalties 394 Salability of stock; consigned goods; stock on hand 395 Drawings; book-plates 396 Overvaluation of plates and copyrights; installment business; postage. . . . 397 Publishers of Magazines and Newspapers Advertising and circulation 398 Subscription income 398 Verifying the circulation 399 Manipulation of circulation records 399 Subscription earnings account 400 Reserve for returns; printing and mailing; job printing 401 Breweries Opportunities for theft of supplies; collections; investments in saloons. . . . 402 Mining — Coal Mines Sales and inventories; car records; royalties .q.. Provision for reduction and depreciation .q. Mortgages on coal and ore lands ,qc TABLE OF CONTENTS xxiii Gold Mines p^cb General considerations 406 Trading — ^Wholesale Merchants Possibilities of fraud 407 Foreign business 407 Retail Merchants Internal sales audit ^ 408 Transactions with employees 409 Broken package goods 409 Charging stock at sale prices 409 Credit memoranda 410 Department Stores Internal audit; C. O. D. and "wiU call" purchases 410 Merchandise purchases 411 Discounts on piurchases; salaries and wages; expenses 411 Departmental accounts; seasonal balances; gross profit on sales 412 Verifying assets and liabilities; inventory 413 Automobile Dealers Deposits; cars on hand; accounts receivable; manufacturers' accoxmts; inventories 414 Repair work; time reports; free repairs 415 Branch Accounts Methods of treating; permanent cash fund; duplicate records; goods billed to branches 416 Schedules of branch debtors; foreign branches 417 CHAPTER XXV. SPECIAL POINTS IN DIFFERENT CLASSES OF AUDITS (Continued) Public Service Corporations Powers of public service commissions 418 Interstate Commerce Commission 419 Depreciation as affecting rate regulation 420 Discussion on method of determining profits 420 Distinction between construction and maintenance 422 Additional equipment; proper capital charges 423 Standard schedule of revenue and expense 424 Appraisals of Public Utilities Suggested procedure 425 Steam Railroads Standardization of accounting 427 Apportionment between construction and maintenance 428 xxiv TABLE OF CONTENTS Steam Railroads (Continued) page Traffic earnings 4^8 Internal audit; reports of station agents; instances of fraud 4^9 Depreciation charges 43° Shipping Companies Charter-parties; depreciation; insurance fund 43 ' Electric Railways Classification of accounts 433 Revenue 433 Ticket sales; advertising; miscellaneous receipts; outstanding tickets 434 Apportionment between capital and income; construction and equipment. . 435 Depreciation of plant; reconstruction expenditures 436 Liability for damages; accident reserves 438 Taxicab Companies Master's sheet; driver's card 439 Mileage records; depreciation 440 Forms of financial statements 441 Electric Light and Power Companies Accounting systems; forms of consumers' register 445 Meter-reader's book; sales of appliances 446 Gas Companies Sale of residuals 447 Sale of appliances; expenditures; depreciation 448 Water Companies Flat rate and meter charges; consumers' ledger; municipal ownership 449 Uniform accounts 450 Telephone Companies Disposition of gross revenue by Bell System 450 Assets; income; plant; taxes; directories; depreciation 451 Commercial department; subscribers' ledger; depreciation 452 Depreciation reserve 453 CHAPTER XXVI. SPECIAL POINTS IN DIFFERENT CLASSES OF AUDITS (Continued) Municipal Preparation of budget; fixing of tax rate 455 Authorization of expenditures; business departments of a city 456 Sources of revenue ; control of receipts and expenditures ac-j Controlled financial stationery ^ eg Periodical examinations .en Audit of revenue. 460 Taxes 460 TABLE OF CONTENTS xxv Municipal (Continued) p^^gg Assessments ' 45q Rents and franchises 461 Audit of outstanding accounts 461 Audit of expenditures ^gj Sinking funds 462 Financial statements 463 General Account Balance Sheet Accounts receivable — ^unpaid taxes; miscellaneous revenues receivable; due from other funds; stores; temporary loans in anticipation of taxes 464 Capital Account Balance Sheet Cash; assessments receivable; local improvements in progress; other ac- counts; depreciation ; 465 Assessment or special improvement bonds; bonded debt 466 Trust Fund Balance Sheet Cash, securities, and investments 466 Invoices payable, vouchers and pay rolls payable, warrants payable; re- serve for public and private trusts 467 Current Operation and Surplus Account U. S. Census Bureau classification 467 Fund Balance Sheet — General Account Authorizations to incur liabilities; estimated revenues; appropriations not liabilities 468 Available balance and unapplied balance; reserve for retirement of loans; Metz Fund Hand Book 469 Fund Balance Sheet — Capital Account 470 Summary Consolidated Balance Sheet 470 Municipal Accounts, Forms 471 CHAPTER XXVII. SPECIAL POINTS IN DIFFERENT CLASSES OF AUDITS (Continued) Executors and Trustees The wiU or deed of trust; inventory; income from securities 475 Rentals; vouchers; commissions; investments; apportionment between principal and income 47^ Premiums paid on securities 477 Partition of an estate; minors 478 Educational Institutions Income; examination of securities; annual report; accounting records generally 479 xxvi TABLE OF CONTENTS Charitable Organizations pagb General considerations; patients' accounts; State appropriations and audits; income and expense accounts 480 Disbursements; trust funds; uniform accounts 481 Forms of uniform accounts required of charitable organizations by the comptroller of New York City 482 Churches Special features of church accounts 484 Clubs Income; dues; room charges; restaurant and bar orders; miscellaneous receipts; depreciation of furnishings; apportionment of expenses 486 Architects Payments; commissions and fees; imfinished work 486 Doctors Patients' ledger; recording visits; credits; payments; depreciation on automobiles, etc 488 Lawyers Special features of accounts; separation of personal and trust funds; clients' accounts 489 Contractors Separate accounts for each contract; pay roll and materials; certificates of work in progress; determining profit on xmcompleted contracts. ... 491 Subcontractors 492 Real Estate Verifying rentals; expenses 492 Commissions; allowances for accrued taxes; insurance premiums; bonuses; tract development; illustration of fraud 493 Land and Development Companies Scope of operations; expenses and additions to property 494 Lot ledger; construction ledger; cost and operating ledgers; details of points to be covered in audit 495 Hotels Earnings and expenses; receipts; depreciation of furnishings 497 Restaurants Service and collections; checker 407 Advertising Agencies Details to be considered ^-7 TABLE OF CONTENTS xxvii Theaters p^cb Cash system; verifying receipts; methods of keeping accounts 498 Settlement sheet; weekly statement; procedure in audit of theater ac- counts; attendance book 499 Theatrical Companies Preliminary expenses; properties; costumes; electrical apparatus; scenery; vouchers; depreciation 500 CHAPTER XXVIII. INVESTIGATIONS General considerations 502 Classes of investigations 503 Scope of the Work Instructions from clients; working papers to be preserved 503 Details which may be omitted 504 Where assets are appraised; definite report wanted; handling books and records 505 False entries sometimes forgeries; books as evidence 506 Loose-leaf records; erasures; original records necessary 507 (i) Upon the Sale or Purchase of a Business Chief points of difference 508 (a) Something more than figures wanted 508 Compilation of business statistics 510 (b) Period covered 511 (c) Analysis of earnings and expenses; gross earnings 512 Net earnings and fluctuations 513 Comparative statement of a trading business . . . . : 514 Verification of sales; common manipulations 515 The turnover 516 Profits on fluctuations; decrease in expenses 517 Advertising and other deferred charges; leases 518 Inventories 519 Other factors which affect earnings 520 (d) Future requirements and economies; an auditor should not prophesy. . 520 Insufficient capital 522 Economies exaggerated 523 Former owners' attitude ..." 524 Competition 525 (e) System of accounts; criticism should be postponed 525 Condition of accounts an index to proprietors; preparation for new system 5^6 CHAPTER XXIX. INVESTIGATIONS (Continued) On Sale or Purchase of a Business (Continued) (f) Elimination of unusual items; earnings; income from assets not taken over interest on deposits; sale of assets 528 xxviii TABLE OF CONTENTS On Sale or Purchase of a Business (Continued) pagh Appreciation of assets; insurance profit; damages for change of grade, etc., expenses; excessive reserves 5^9 Defalcations; fire and other losses not insured; actions at law 53° (g) Adjustments and qualifications; partners' salaries; contracts 53' Taxes; royalties 532 Orders of public service commissions 533 (h) Errors in books . ; 533 (i) Investigation on behalf of a retiring partner when the business is being sold to a continuing partner 534 Valuation as "going concern"; accounts receivable 535 Cost of stock; apportionment of profits or losses on contracts 536 Income accoimt 537 (j) Investigation for those in charge of reorganizations 537 (2) Investigation for Creditors, Etc. (a) Examination for bankers: Extension of business 539 Collateral v. integrity 540 Future business; bank loans to be repaid 541 (b) Investigation for purely credit purposes: Functions of credit manager; character, capital, and capacity. . . . 542 Business failures in the U. S.; economy of compulsory audits; unscientific methods 543 Lack of capital; credit risks 544 Insurance; errors of principle 545 Fraud; character 546 (c) Investigation in patent legislation: General considerations; general accounting principles do not govern 547 (3) Fraud The "trusted employee'' 548 Possibihties to be studied; extent of fraud 549 Attitude toward a defaulter; admissions 550 The MiUwall Dock Case; the Bank of Liverpool Case 551 CHAPTER XXX. HOLDING COMPANIES Consolidated balance sheets and profit and loss statements; balance sheet. 553 Form of balance sheet csa Accounts receivable ccg Profit and loss account ecy Unprofitable subsidiaries c c8 Preparation of profit and loss account ccg Partial ownership of subsidiaries; comparative statements cgj TABLE OF CONTENTS xxix CHAPTER XXXI. INTEREST PAGH Various methods of calculating interest; principal 563 Rate of interest; time 565 Custom in banks and trust companies 566 Custom among business houses; custom among stockbrokers 567 N. Y. Clearing House; U. S. Treasury Department 568 The unit period 568 CHAPTER XXXII. THE LIABILITIES OF AUDITORS Legal responsibility 571 Exact status of an "Auditor" in England 573 Liefl of an auditor; rights of an auditor retained by the year and dismissed during the year; criminal liability of auditor for corruptly and know- ingly certifying falsely 574 As TO THE Civil Liability of an Auditor Who Is Negligent in the Preparation of His Report and Like Matters (i) In general 574 (2) Cases where the auditor was held not Hable 577 (3) Cases where the auditor has been held liable 580 (4) Periodical audits 587 (5) No expedient can overcome the obligation of the auditor to make full disclosure to the stockholders 588 (6) As to the hability of an auditor for libel 588 Summary 5^8 Official Legal Opinion on Duties and Liabilities of Auditors 590 CHAPTER XXXIII. THE LIABILITIES OF DIRECTORS Board-minutes inspection; compensation of directors 593 Directors may inspect books; legal Uabihties of directors 594 The American Malting Co. case 595 CHAPTER XXXIV. FEDERAL TAX ON CORPORATIONS General considerations 601 Full text of the law 602 Accountants' discussion of the law with the Attorney General 608 Interpretation of the law by Treasury Department 614 Regulations by Commissioner of Internal Revenue 618 Treasiury decisions on corporation tax law 624 Inconvenience of making returns for calendar year 631 Partnership and individual excise tax 632 CHAPTER XXXV. CERTIFIED PUBLIC ACCOUNTANT LAWS AND EXAMINATIONS States having laws -for regulating professional accountants 639 General scope of the examinations 640 Specimen examination papers 641 Y CHAPTER I PURPOSE OF THIS BOOK The purpose of this book is to set forth the principles under- lying the theory and practice of auditing and to outline the working program which must be followed in whole or in part in every audit. An ideal audit cannot be made without a full perspective of the science of accounts, for many who have a good working knowledge of the details of practical accounting find it difficult to visualize, as it were, the records of business transactions. The auditor who best accomplishes his task is the one who is able to put himself in the place of those for whom the accounts are intended, and he will not find this easy unless he has been trained to make the most of the figures which appear in a balance sheet or profit and loss statement. To present correct accounts is not enough, because correct accounts may not be clear to those for whom they are intended. A scientific system of ac- counts is a method whereby a graphic and intelligent record of facts may be assembled and by logical processes reduced to readable form. Auditing is the analytical, as practical accounting is the constructive, branch of accountancy. But the modern auditor is more than an analyst. The log- ical development of his profession and the increased apprecia- tion of the value of his work have added to his former duties certain constructive functions which must be fulfilled in connec- tion with a large proportion of his engagements. The average business man has been trained from boyhood to read facts and figures from continuous printed pages. The trial balance of a ledger means nothing to him, except that part of it which contains the accounts receivable and payable, and these must not be called "Debit Balances" or "Credit Balances" if we would avoid the chance of being misunderstood. Many intelligent people fail to grasp the usual and conven- tional hypothesis underlying the theory of double entry book- 2 AUDITING keeping, and therefore facts or figures presented to them in a technical or formal shape may not accomplish the intended result. Probably the majority of business men have been shown trial balances from their books which mean nothing to them, and this applies to the usual monthly balance as well as to the one made after closing the books. A balance sheet in conven- tional form is perfectly clear to the eye trained to read and understand figures and is perhaps as concise and satisfactory an exhibit as could be desired for the person who understands figures, but thousands of business men frankly acknowledge that they do not grasp the full import of a financial statement in the accepted form. But if the man who is entitled to know all the facts con- tained in these balance sheets cannot or will not understand this method of presentation, is it not our duty to try another form and keep on trying until the results of his business become as interesting reading to him as the daily trade reports? If the client had his own way he would ask for a report on his busi- ness prepared so that he could read it. This is the point of view to which every accountant must direct his attention until he can so connect figures and trans- actions that an audit will no longer mean a mere verification of the figures in the books, but will include a lively appreciation of every ramification of the business. In other words, the auditor must visualize the transactions themselves to see that their conversion into dollars and cents is reflected in the books of account. The proprietor knows intuitively all of the possible func- tions of his business; the auditor may not know them intui- tively, but he must ascertain how and why the proprietor looks at the business as he does, otherwise there will be no meeting of minds between the auditor and his client. Without a com- plete understanding of each other's point of view, ideal profes- sional relations can never be maintained. The following memorandum is submitted as suggestive only, but it is more than likely that it would be read through to the end by every man or woman who might have an interest in the enterprise in question. PURPOSE OF THIS BOOK 3 Statement of Financial Condition of A and B at the Close op Business, December 31, 1911 The total assets of the firm on this date amounted to $213,333, consisting of the following items: Cash in bank, $9,465. This is somewhat less than is usually carried, but a number of bills were paid on December 31st, which reduced the bank balance accordingly. Bills Receivable, $8,450. These are notes not yet due, and are all believed to be good. They can, if necessary, be discounted at the bank and furnish additional funds. Accounts Receivable, $29,416. These were gone over carefully on December 31st, and an amount equal to all accounts long overdue was charged to Profit and Loss and carried to Reserve for Bad Debts account. They are also carried in a separate ledger and are being carefully looked after, and a fair amount will no doubt be realized therefrom. The sales for the month of December were nearly $20,000, and, as practically all sales are at thirty days' time, it is evident that collections are in fine shape. Stock was taken on December 31st and amounted to $39,460. The market was somewhat lower on that date than when most of the goods were purchased, so, in order to be conservative, the inventory was priced at market. All obsolete and damaged stock was inventoried, but was not valued. It is proposed to dispose of all this dead stufif as soon as possible, as it is in the way, and is the source of constant expense and annoyance. The inventory sheets have been securely bound and placed in the safe. The insurance on stock aggregates $45,000, which is about ten per cent in excess of the inventory. The rate, however, is only about forty cents since the installation of the sprinkler plant, and, as the amount fluctuates from day to day, it is con- sidered advisable to cover a small margin above the estimated stock. The insurance question comes up automatically once a week so that we cannot be caught unawares, as was the case recently with the X Y Z Company. In November, we paid the insurance for an entire year in advance, so that on December 31st the proportion prepaid amounted to $762, which is carried as an asset, because it should be charged against the operations of 1912. We also paid the 4 AUDITING discount on the notes at bank in advance to the extent of $412, and this is carried as an asset in the same way as the insurance. On a conservative basis, the furniture and fixtures on hand on December 31st were worth over $6,000, but as liberal depre- ciation has been written off each year, this item now stands at $3,418. We are carrying insurance for $6,500, however, and in case of a fire there would be no trouble about adjusting the loss and proving our claim, as a carefully prepared schedule of each article, with date of purchase and cost price, is kept in the safe. Our land and buildings are now carried at a net valuation of $84,710, made up as follows: Cost of land in 1897, $50,000; cost of buildings, $49,862. We have carried to our reserve account annual depreciation at the rate of four per cent per annum, reducing the accounts to $34,710. This rate is probably tbo high, as two and one half per cent per annum is stated to be the proper rate of depreciation on buildings like ours, but, as the depreciation is charged into the expenses every year, it keeps us on the safe side when figuring our costs, and, if it should ever be considered advisable to tear down some of our older buildings, the rate of depreciation charged will be justified. The machinery account now stands on our books at a net valua- tion of $37,240. The original cost of the machinery now installed in the plant was over $60,000, but depreciation at rates varying from ten to twenty per cent per annum has been charged on the same theory as with buildings. Much of our machinery is of a type which is subject to improvements and new inventions, and, as has been the case in the past, some so-called modern machines may become obsolete over night. If our machinery account were carried on our books at cost or nearly so, as is done by some of our competitors, we would no doubt be afraid to abandon it for fear of the resulting shrinkage in our assets, but the liberal depreciation charged and the con- sequent margin in this account permit us to keep absolutely up to date with our entire equipment. Unquestionably a fair share of our continued success as manufacturers is due to this policy. Our auditors tell us that they have never examined the affairs of a single bankrupt concern where the machinery PURPOSE OF THIS BOOK 5 account was not inflated by reason of insufficient depreciation being written off, and they point out that the moral is obvious. The depreciation on buildings and machinery is not de- ducted directly from the respective accounts, but is carried separately as a reserve. The reason for this is that in case of fire we can submit the cost of all the buildings and machinery to the adjusters and show them the accounts in the books. We have a subsidiary building and machinery ledger, which shows each building and each machine separately with cost of installa- tion, etc. The aggregates of the detailed items in this ledger agree exactly with the totals in the general ledger. If a fire occurred it would be a matter of negotiation as to the deductions for wear and tear, and, as the adjusters would be obliged to make their calculations on a basis of the life of the buildings and machines or their replacement cost, we ought to realize a much larger amount than that shown in the balance sheet. This conservative valuation not only means that we are not fooling ourselves, but our banks realize that we are not fooling them and compliment us on our method every time it is explained to them. The President of the National Bank told us a short time ago that he believes we can borrow a larger amount on our state- ment as it is made up than some concerns whose plants may have cost far more, but whose methods are not as conservative. The distrust occasioned by lack of conservatism leads a banker to discount all the assets ruthlessly, while with us they feel perfectly safe in relying on our figures and "go the limit" when we ask for credit. The assets referred to above aggregate at their reduced valu- ation $213,333. The total liabilities on December 31st amount to $74,493, leaving net capital invested in the business $138,840, of which there stands to the credit of Mr. A. $74,910. and to the credit of Mr. B. $63,930. The liabilities in detail are as follows : Bills payable, $18,500, consisting of three notes for $5,000 each, and one for $3,500. The former were discounted at the National Bank and are due January 25th, February 25th, and March 2Sth. The $3,500 note was discounted at the Citizens Bank and is due February 25th. As our purchases are increas- 6 AUDITING ing, due to the approach of the busy season, these notes will have to be renewed and additional funds secured. Our line at the National Bank is now $40,000, and at the Citizens Bank $25,000. This is more than sufficient to carry us through the season and will enable us to discount all our bills. The unpaid accounts payable for purchases on December 31st amounted to $24,218. No bills are overdue, and all invoices carrying cash discounts have been paid. The collections which are sure, are not sufficient to meet all of our bills on our regular pay day (the 20th), so $10,000 should be borrowed, say on the i8th. The accrued wages up to the night of the 31st amounted to $1,340. The taxes accrued to the same date amounted to $435. This represents a tax rate of two per cent, which is a decided advance over last year. We are unable to discern any additional benefits arising out of the increase, and it might be in order to suggest to the municipal authorities that it is up to them to establish efficiency and cost records and justify the enormous sums they are expending annually in an apparently aimless manner. The only remaining liability is the mortgage for $30,000 on the real estate. As the interest rate is five per cent and as it is not due for three years, no action with respect to this debt is suggested. The foregoing narrative is necessarily colorless and lacks the local flavor which might easily be woven about the balance sheet of a going business, so that as read solely by those con- nected with the particular undertaking, one item after another would awaken interest and stimulate action with respect to those figures which might appear to be unfavorable. It is not hard to imagine a state of affairs different from that described, and it is quite within reason to prophesy that a cleverly written description of balance sheets in the manner described would excite decisive action on the part of an execu- tive with respect to unfavorable items where previous efforts along routine lines had failed. In any event, it is well worth trying, particularly in connection with a profit and loss or trad- ing statement where comparisons are important and instructive. An occasional witticism or business "story" would not be out PURPOSE OF THIS BOOK 7 of place, assuming always that a proper diagnosis has been made of the executive to whom the report is addressed. There are many ramifications of business affairs which can- not be understood without more or less actual experience and technical training, and which therefore cannot be satisfactorily elucidated within the limits of one book ; but it is the firm belief of the author that a common-sense knowledge of bookkeeping and a general acquaintance with business aifairs are the most necessary foundation of the student of auditing. It is not expected that a clerk with a httle knowledge of accounts or a business man with no practical experience in other lines than his own can by a mere reading of these pages acquire at once the skill necessary for the professional accountant. Nevertheless, this book is intended for the instruction of those having but little experience as well as for the guidance of the qualified public accountant. Accountancy is a science, and it should be possible to present its underlying principles so that they may be comprehensible to the average mind. Theory alone, however, will never qualify anyone to practice as a public accountant any more than a medical student is qualified to prac- tice medicine, no matter how thorough a knowledge of the science of medicine he may have acquired through lectures and books, unless he has had an opportunity to verify his book knowl- edge and demonstrate his skill in the hospital and the clinic. If anyone who proposes to take up the study of auditing, has not had a fairly thorough training in bookkeeping, and in addition has not had sufficient practical experience in business aflfairs to enable him to keep his poise when he is required to think and act quickly, he had better postpone his course until he has acquired enough experience to lay the necessary foundation. It is absurd for any student to take it for granted that a good memory applied to a book on auditing will make him a good auditor. The work of the auditor engaged in public practice is im- portant enough to raise this work to the dignity of a profession. It has been called the proiession of business advice. Some one has defined a profession as a calling which demands of its mem- bers a high order of intellectual attainment, which can be acquired only by long and arduous preliminary training. CHAPTER II THE PURPOSES AND ADVANTAGES OF AN AUDIT The average business man is not familiar with the purposes and advantages of an audit. A small minority have retained professional auditors and have gained their impressions of what an audit should be from the experiences growing out of such employment. Where the auditor possessed a broad vision and had the advantage of long and varied experience, the result was a revela- tion to the business man. He found the value received so greatly exceeded the cost of the service that the relation became a continuing one. The client advised other business men to do likewise, and so the practice of the skillful auditor expanded. But why is it that so many business men have never availed themselves of the opportunity to secure a service which has proved to be so valuable to their competitors, and why is it that many practitioners have not succeeded in enlarging their prac- tice during the last few years, while a considerable number of auditors have built up large organizations and now have intrusted to them a very large volume of work ? It must be that the business man who does not employ professional auditors is ignorant of the advantages of an audit, and that the would-be auditor who fails to secure enough engagements lacks the full conception of the objects of an audit, and therefore fails to create the proper impression upon the clients whom he does obtain. It follows that he will not be called upon for subsequent service, and naturally he is not recommended to the friends of his client. The author has had nearly twenty-four years' experience in professional auditing in the United States. During this time there has been a vast development in commerce and finance and the science of auditing has made equal strides. But this latter fact is not known to all business men nor to all of those who have decided to enter the accountancy profession. There will be further and rapid developments, but one can 8 THE PURPOSES AND ADVANTAGES 9 hardly hope to keep pace with progress, much less be a factor therein, unless acquainted with its history. The author has had the pleasure and privilege of knowing most of the successful practitioners in this country. He is famil- iar with their methods and he has watched the growth of their organizations. The successful auditor is the best medium through which the business public will gain knowledge of the advantages of an audit. To be successful the auditor himself must have a thorough and definite grasp of the purposes of an audit. The following observations and suggestions are based upon a careful study of actual conditions and may be relied upon by the student as representative of the accumulated experience of the auditors who head the profession at the present time. THE PURPOSES OF AN AUDIT In what might be called the formative days of auditing students were taught that the chief objects of an audit were : (i) The detection or prevention of fraud; (2) The detection or prevention of errors ; but in recent years there has been a decided change in the demand and in the service. That is to say, the financiers and business men who originally retained professional auditors to look for fraud or errors have enlarged their demands and now require a vastly broader and more important class of work, which those auditors who have advanced in skill and knowledge have been able to understand and perform. We must therefore relegate the former "chief objects" to a subordinate position without in any way depreciating their importance. The relative position of the present-day purposes are : (i) To ascertain the actual financial condition and earnings of an enterprise for (o) Its proprietors (partners or stockholders) ; (&) Its executives (managers, officers, or directors); (c) Bankers or investors who are considering the purchase of securities ; (d) Bankers who are considering the discounting or pur- chasing of its promissory notes. (2) The detection of fraud or errors as hereinafter explained. lo AUDITING The results secured by auditors are required for the follow- ing, among other purposes : (o) In order that stock and bond holders or other owners may have submitted to them at regular intervals a compre- hensive, even though a condensed, statement of the financial posi- tion and the net results of the operations of the business in which they have a proprietary interest, and that the fairness and accu- racy in all essential particulars of the statement submitted may be attested by means of a certificate or report of a disinterested and competent authority. {b) Upon a proposed sale or incorporation or other change in form or management, such as an attempt to bring in additional capital or the death of a partner or large stockholder. Matters of the highest importance arise in connection with the interests of partners in the event of death or other change in the partner- ship relations. (c) To submit similar statements in more detail to banks and note brokers as a basis of credit. (d) To submit certified statements to the mercantile agencies and to other organizations which call for periodical reports. (e) To ascertain the true causes of fluctuations in profits or expenses. (f) To state the facts in disputes or litigation, and to investi- gate the causes of bankruptcy for creditors or stockholders. This is a partial list only of the manifold purposes for which audits or investigations are being demanded. The nineteenth century auditor who looked chiefly for fraud or errors no doubt served a useful purpose, but his methods now illustrate the history rather than the modern practice of auditing. Due consideration will now be given to the subject of fraud and errors. In subsequent chapters the present-day demands for "higher" auditing will be met with a full discussion of the more important work of the professional auditor. THE MINOR OBJECTS OF AUDIT The elementary or minor objects of an audit are: (i) The detection of fraud. THE PURPOSES AND ADVANTAGES ii (2) The detection of errors, and conversely the prevention of fraud and the prevention of errors, particularly of errors of principle. The latter, of course, include the moral effect of an audit, which extends also to that very desirable result of keeping the work of the office staff sharply up to date. This might be classed as a constructive object. (i) The Detection of Fraud: There can be no doubt but that the business public look upon the discovery of fraud as an important object to be attained by an audit, and experience has demonstrated that sufficient fraud has been so disclosed to warrant a continuance of the service of auditors who are retained to discover fraud if it exists. Gradually, however, the business man is being educated to understand that the discovery of fraud is one, and only one, of the objects of an audit, and by no means the most valuable to him. The detection of fraud is first in the logical presentation of the objects of an audit, as less experience is required to unearth it, and more definite suggestions can be made to the student in regard to it than is the case with the more important branches of the auditor's duties. While an auditor who brings to bear all of his skill and resources, and who leaves no stone unturned in his search for fraud, but fails to discover a well-concealed defalcation, is le- gally exempt from liability therefor, yet he is, and properly should be, considered professionally responsible for such fail- ure, and his practice suffers accordingly. Therefore particular attention must be paid to all possible avenues which are open for the dishonest clerk or official who has an opportunity to manipulate the records of business transactions. Opportunities for wrong-doing vary, as a rule, with the size of the undertaking. In a small business the details are apt to be supervised by one or all of the proprietors, while in a large business much of the detail is necessarily left to subordi- nates. The auditor must be governed by the circumstances sur- rounding each engagement and then determine the amount of detail to be covered. (a) Misappropriation of Money or Goods: Usually fraud 12 AUDITING consists of defalcations involving the misappropriation of cash, either by the failure to account for cash receipts or by the entry of payments which are fictitious in part or whole. In the following pages there will be outlined a procedure based on long experience which will disclose such practices in all ordinary cases. With respect to the misappropriation of assets other than cash, a far more difficult task is at hand, but experience in such cases has also permitted the outlining of general rules which will materially assist the auditor. (b) Manipulation of Accounts for Other Purposes: The abstraction of cash or goods is not the only reason for the manipulation of accounts. The auditor who has covered these two classes of frauds fully must, in addition, consider the possi- bility of other irregularities. In many undertakings the sources of cash receipts and the disposition of cash expenditures are so carefully guarded that a misappropriation of cash is almost impossible. It is hard to convince the business man whose accounts are so guarded, that an audit is of value, but relying again on ex- perience, it has been demonstrated time and again that pecuni- ary profit in such cases may be obtained by the manipulation of records. Usually the fraud has been perpetrated by an ofificial (frequently one who has the entire confidence of every- one) who has an interest in, or who receives a bonus based on, the net profits of a business or of a department thereof. In other cases the purpose is to deceive bankers, creditors, or stockholders. The auditor must have all these purposes constantly in mind when determining his course of action. If he does not consider all the elements involved before commencing a given engagement, he may find at the end of a detailed audit that a balance sheet audit would have enabled him to secure satisfac- tory results in much less time. In discussing hereafter the respective advantages of these two classes of audits, the author will endeavor to assist the prac- titioner in the selection of a proper line of procedure. (2) The Detection of Errors: This object of an audit does not receive the attention which it deserves, and the auditor him- THE PURPOSES AND ADVANTAGES 13 self is probably to blame for the present condition of afifairs in this respect. During the time professional auditing was in a formative state in this country, auditors were frequently engaged to ad- just accounts which had been badly kept by inefficient clerks. It was found that the books were not in balance, and that in order to adjust them a vast number of errors had to be located and corrected. In many cases this work consumed months of time and a correspondingly large fee followed. This was called "auditing," but in reality it was accounting work of the most elementary kind. A careful bookkeeper unacquainted with most of the principles of accountancy could have performed the service equally well and far more cheaply. This practice cast more or less discredit on professional auditors, so that the tendency during recent years has been to belittle the importance of locating errors in books of accounts and to magnify the advantages of concentrating on the search for fraud and the verification of the balance sheet. The author feels that this branch of auditing should be ac- corded its proper place in stating the objects of an audit, and the attention of the student is particularly called to the points of importance in the detection of errors. For convenience the following classification is made, involv- ing errors caused by ignorance, fraud, or mistake: (a) Errors of Principle. (b) Clerical Errors. (c) Errors of Omission. (d) Errors of Commission. (e) Offsetting Errors. (a) Errors of Principle: This is the most important class of errors and is one which the auditor must never overlook. Errors of principle usually afifect both the profit and loss account and the balance sheet. The most common error is to debit an asset instead of an expense account. For instance, an item of repairs will be charged to buildings account, or a payment covering expenses or services will be charged to the personal account of the payee and thus be included among the accounts receivable, instead of being charged to an expense account. 14 AUDITING Other errors of principle do not affect the net profit or loss, but may seriously affect the conclusions which are drawn from the various revenue or expense accounts. For instance, an ex- ecutive may have determined that the advertising appropriation shall be limited to five per cent of the sales. A large item of advertising expense may be charged to some other expense account in error, with the result that the executive, depending upon the ledger to give him the total expenditure, will author- ize additional advertising and thus incur an unintentional and perhaps unnecessary expense. Errors of principle are most easily detected by making an intelligent analysis of the accounts in connection with the prepa- ration of the profit and loss account and the balance sheet. (b) Clerical Errors: These are the most frequent errors which exist, and unfortunately few books of accounts are free from them. They consist of errors in the footings and forward- ings of the books of original entry and ledgers ; errors in post- ings other than those mentioned under (a), consisting of post- ings to wrong accounts in the same class, as to one customer or creditor instead of another, or the posting of an incorrect amount, posting to the wrong side of the ledger, or errors in drawing off the trial balance. These errors are usually due to carelessness, but the auditor is not justified in assuming that accounts in which such errors exist are free from fraud. He must differentiate between cleri- cal errors and intentional manipulation of the records. A care- ful examination must therefore be made of enough of these errors for the auditor to satisfy himself that they are bona fide. For instance, an excessive footing of a pay-roll or expense ac- count might be carelessness or fraud; the posting of a greater amount to the credit of a customer's account than is shown in the cash book might be an honest error in posting or it might indicate an attempt to conceal a defalcation. A fair test of these errors, however, is sufficient. It is no part of an auditor's duty (as such) to locate all clerical errors, and the auditor who devotes a considerable part of his time to this work lays himself open to just criticism. Auditors lose sight of the fact that the closing of books and the resulting balance sheets are based on estimates only. THE PURPOSES AND ADVANTAGES 15 Some auditors spend many hours in adjusting balance sheet items in order to correct a few trifling errors, when there are valuations of hundreds of thousands of dollars in plant, mer- chandise, stocks, etc., all of which are necessarily estimates and which fluctuate from day to day — as must the value of all ma- terials and goods. So long, therefore, as small errors in cal- culations, extensions, etc., do not, relatively speaking, actually affect the balance sheet, time should not be wasted on such adjustments. (c) Errors of Omission: An auditor is justified in spend- ing more time in looking for errors of omission than in con- nection with any other class of errors. Where the internal check is not perfect, the utmost care must be taken to verify all possible sources of revenue to ascer- tain whether or not all such items are entered in the books. Errors of omission usually do not affect the trial balance and are, therefore, not detected automatically. They are distin- guished from the class of errors where items are not posted at all, as with these (except where both sides of a journal entry are not posted) the trial balance is affected and the usual check- ing back of the postings would locate the differences. Instances of errors of omission are as follows: Goods may be delivered but not billed ; rent may not be charged or collected. On the other hand, purchases may be made and the goods received, but the invoices for same may not be entered in the books. In order to cover this class of errors, the auditor should locate all books of original entry, whether so-called memoran- dum books or other informal records, then a fair selection of items should be traced into the regular books of account. If the test does not disclose any material differences, it may be as- sumed that the records are accurate. If the test should disclose one or more errors of sufficient size to affect the results favor- ably or unfavorably, a more extensive test should be made. It might be well, however, before extending the verification to request authority for so doing from the client. In an examination of the accounts of a publisher the auditor compared the advertisements appearing in one issue of a popu- lar magazine with the book in which charges to advertisers were entered. It was found that an insertion of a full page i6 AUDITING had not been charged for. The item was billed and collected. Thereupon the other eleven issues were carefully checked, but no other omission was found. If the auditor names a fixed fee for an audit, it is always well to state tfiat tests only will be made. If an error is discovered in the test, the auditor has fiifilled his agreement and need not go further unless an additional fee is arranged for. If he will broach the subject as soon as the test is completed there will probably be no difficulty in securing an extra allowance, but if no reference is made to his purpose to charge extra for addi- tional work, he will usually have difficulty in collecting anything at all additional, no matter how many or how few errors are brought to light. (d) Errors of Commission: These occur chiefly in connec- tion with the books and records of original entry and consist of items which are incorrectly recorded, either in whole or in part. For instance, an entry in the sales book may be incorrect as to quantities, or in the extension of the items. These errors do not affect the trial balance and frequently remain undetected. The same tests as are recommended under (c) above should be followed, except that it is not usually necessary to cover as many items. Calculations of purchase and sales items are frequently verified by two persons in the offices where they originate, and almost invariably are checked in the offices to which they are sent. The test, therefore, may be extremely limited, provided it is apparent that care is taken by the clerks in charge of such work. (e) Offsetting Errors: These occur fairly often, and while they could be classed under the other headings mentioned, they are dangerous enough to deserve special mention. An offsetting error is one which is counterbalanced by an- other error or errors. It is an annoying type. As one error may occur in an asset or liability account and the other in an expense or income account, an auditor is not justified in passing any accounts until satisfied that such errors do not exist. Of course, this does not mean the verification of every posting, but it does call for the tests or analyses described more fully hereafter. THE PURPOSES AND ADVANTAGES 17 Few executives realize the great number of clerical errors which are made every day. Perhaps these are most numerous in banks, brokers', and other offices where the accounts are bal- anced daily. An immense amount of work is accomplished in a short space of time. Clerks work at high pressure, and knowing that there will be a check on their work before they leave at night, they do not verify their entries as they go along, as is the case with many clerks who depend on the monthly trial balance to detect their errors. Consequently a great number of errors are made, and are located and corrected as soon as it is found that the day's work must be checked back. Many of these errors are of $10, $100, or $1,000. Therefore it is not strange if two errors of the same amount should be made in the same day in different departments, so that the accounts for that day actu- ally balance in spite of the two errors. Recently the author was called in by the senior partner of a large stock exchange house who was greatly troubled over the fact that two errors of $100 each had been made on a certain day and had remained undetected for three weeks. He felt that something was wrong with the system of accounts or with his clerks ; he could not decide which. He was advised that the dis- covery and reporting of the mistake by the only clerk who could have benefited by it indicated that fraud was not intended, but that if a similar case arose soon again, a fuller investigation should be made. The rule, therefore, is that an offsetting error may occur at any time, but that the law of averages would operate against much duplication. The Auditor's Purpose: An auditor's duty is to discover and disclose the truth about accounts, but this is too general a desig- nation of his duties to use when confronted with a specific case. Furthermore, the business world must, for many years to come, be educated up to a proper appreciation of an accountant's func- tions, so the present-day auditor must be a teacher as well as an adviser. He must be prepared to explain the purpose of his work and set forth clearly the objects to be attained as the result of his labors. The professional auditor, therefore, must give the impres- sion of having a scope and purpose far in advance of the old- i8 AUDITING time auditor, whose work was chiefly confined to ascertaining whether the accounting party had properly recorded all receipts and payments on behalf of his principal. In fact, the old- fashioned audit was a cash audit. A modern audit, however, although it includes the examination of cash transactions, has as. its ultimate purpose the verification of the balance sheet. An auditor should be prepared to state that he must make such an examination of the books and records of the undertaking as will enable him to satisfy himself whether or not the balance sheet is properly drawn up so as to exhibit a true and correct record of its financial affairs. An auditor who has not himself a clear idea of the value or advantages of an audit can hardly expect to impress his client as to his purpose. ADVANTAGES OF AN AUDIT The chief advantages are, of course, identical with the main purposes of an audit. The minor objects, viz., that fraud will be disclosed if it exists ; that technical errors, if any, will be discov- ered and corrected ; that errors of principle, if they exist, will be detected, and the means of preventing their repetition in the future pointed out, have been discussed. The major advantages which have been mentioned may now be enlarged upon. (i) Condition of Affairs Accurately Shown: An accurate statement of affairs, together with a profit and loss account, showing how this position was reached, is prepared by a disin- terested expert. In a vast number of cases this statement by the auditor is the first accurate information which the client has ever had as to his own condition. Left alone, a business man seems to love to fool himself; so he goes along, year after year, overstating his assets, over- looking depreciation, and forgetting his liabilities. A correct balance sheet made up by a professional auditor brings him sharply to time. It will never be known how many enterprises have been saved from ultimate failure through the presenta- tion of unwelcome facts by an auditor who cannot and will not be influenced by former inaccurate statements of condition. (2) Bank Loans: Certified accounts are particularly valu- THE PURPOSES AND ADVANTAGES 19 able as a basis for bank loans. All leading bank managers recog- nize the assistance rendered to them in the course of their busi- ness by public accountants, and even if a business man is in the happy position of not requiring occasional aid from his banker, yet his financial rating is considerably higher if he is thoroughly up-to-date in the care of his books and accounts. The extension of credit by a bank depends on the judgment of its officers as to the ability of the borrower to repay the loan when due. The auditor, by reason of his independence, is able to assist the banker in forming his judgment. The prospective borrower cannot view the condition of his own business without bias. The borrower expects to postpone the time of payment and therefore anticipates a future condition more satisfactory, doubtless, than is the case at the time of the application. The auditor must, in a measure, pass on the probability and the possibility of the future in the light of past results. This does not excuse an auditor who estimates a definite profit in the future, out of which a bank loan will be paid, but it does support the recent statements of prominent bankers that the services of professional accountants are becoming of increas- ing value to them, largely because they are able to report orally the result of their "sizing up" of the borrower or the prospective borrower. If an auditor refrains from expressing any oral opinion on the probabilities of the future of a business the accounts of which he has just subjected to the most thorough analysis and scrutiny, it is possibly because he relies upon the ancient fiction that an accountant deals with facts only, and that future results are not facts ; or perhaps he is afraid to express his own convic- tions. If he finds that he is usually right in his forecast of future business, it would seem only fair that his conclusions should be communicated to his client at the time they are formed. It is an unquestioned advantage for any borrower to be able to comply with the requirements of the banker or note broker to whom he applies for a line of credit. The attention of a pros- pective client, may, therefore, be properly drawn to the official action of the supreme body of American bankers. At the Convention of the American Bankers' Association, 20 AUDITING held at Denver, Colo., in 1908, the Committee on Credit Informa- tion reported, urging "that every member exert his influence to have all paper purchased from note brokers presented with accompanying statements audited by Certified Public Account- ants . . . ," and to that end asked that the Association, by the adoption of the Committee's report, "recommend that its mem- bers, in purchasing commercial paper from note brokers, give preference to such names as furnish accompanying statements audited by Certified Public Accountants." Prominent bankers, from time to time, have urged their asso- ciates in conventions and elsewhere to require all prospective borrowers to furnish certified statements. Unfortunately, competition in banking circles is still too keen to permit this rule to be adopted. Some recent large losses by banks, arising out of gross overvaluations of assets and understatements of liabilities on the part of borrowers, may incline them to require certified statements by impartial account- ants. (3) Partnerships: Partnership books should always be ad- justed by a professional accountant if for no other reason than that he will act impartially and comply fully with the articles of copartnership. These accounts are peculiarly liable to disturb- ances by causes from which corporations on the whole are exempt. Disputes occur as to salaries, division of profits, part- ner's overdrawings, inattention to business, and many other things which would to a large extent be obviated if the books were regularly audited by a competent outsider. A partner dies and there is trouble with his administrator as to the division and withdrawal of the decedent's capital, in many cases resulting in expensive lawsuits and the permanent crippling of the business. A partnership goes into bankruptcy, perhaps through miscon- duct of a trusted partner, tiad a continuous audit been in force the fraud might have been nipped in the bud. Again, for the protection of a limited or special partner and a silent or dormant partner a periodical independent audit is essential. (4) Fire Loss : In the case of loss of merchandise by fire, a properly authenticated balance sheet prepared by a public ac- countant is a material aid in the adjustment of claims. This is not a theory; it has been demonstrated in practice. All business THE PURPOSES AND ADVANTAGES 21 men anticipate the possibility of a fire, but few of them consider just how they will collect their insurance. During the progress of an audit the auditor will ascertain the methods of bookkeeping in force, and whether, in case of fire, the records would be properly protected. He will ascertain if a perpetual inventory be maintained, or whether it would be necessary to calculate the amount of the loss upon the usual basis, that is, to take the last recorded inventory, add purchases to date of fire and deduct cost of goods sold, the result being the stock on hand at time of fire. The cost of goods sold is ascertained by deducting from the sales the average gross profit realized in prior periods. Fire in- surance adjusters are shrewd and experienced and the business man whose records are in poor order is usually forced to settle upon a basis satisfactory to the adjuster. If the business man's accounts are in good shape and he can show that the last inven- tory had been certified to, he can decline to compromise and insist on the full amount of his claim being allowed. (5) Bonding: A cashier whose books are audited regularly has little trouble in securing a good company to act as surety for him; in fact, several of the best companies insist, as part of the contract, that this be done periodically. (6) Protection of Stockholders and the Public : The interests of the real proprietors of a business (the stockholders in the case of a corporation) should be protected in every feasible and reasonable manner. One way in which such an end might be served would be to conform to the EngUsh method. There stock- holders elect at the annual meeting a professional accountant as the auditor of the company for the ensuing year, and his report is made to the stockholders and not to the officers and directors. A corporation which has nothing to hide cheerfully sends its balance sheet out to its stockholders, and if the latter exhibit enough interest in the matter to request that the certificate of a professional auditor be attached, such request will probably be comphed with. Therefore, in every possible and dignified way the auditor should impress upon stockholders the many advantages to themselves of such procedure. The value of the publicity of audited accounts cannot be 22 AUDITING overestimated. In a general way all corporations are believed to be making unreasonable profits, particularly all corpora- tions which in any way attempt to serve the public. For instance, in New York City, the taxicab companies have been attacked in the newspapers and one ordinance after another has been passed regulating fares, all, of course, reducing them. During the last four or five years at least two millions of dollars have been lost by three or four of these companies. During this time they have not made periodical statements to their stock- holders nor to the public, setting forth these losses and the reason therefor. For some mysterious reason publicity has been shunned. It is about as certain as anything can be that if certified statements of operations had been secured and sent to. the news- papers annually, commencing, say, four years ago, a far differ- ent state of public opinion would have resulted. Corporations which are secretive about their accounts or which issue statements not certified to, have only themselves to blame if they are made the victims of hostile legislation. (7) Sale of a Business: The author has had several experi- ences in which it was demonstrated that if periodical statements of the results of operations duly certified to by responsible auditors had been available, large enterprises would have changed hands in a few days, but such statements not being promptly available, the sales were not made. In one case the president of a corporation in which he owned a controlling interest was ofifered two and a half million dollars for control, subject to examination by accountants. He ac- cepted. When an attempt was made to ascertain the earnings for a period of years it was found that no accurate records had ever been kept. Large profits had been realized, but the only reason this was known was because the money was in the bank. Physical inventories had never been taken and book inventories had not been kept. At the time of the proposed purchase the plant was operating on an extensive scale, but as no cost records were kept, it was impossible to determine the rate of profit on the current output. The deal was called off. The president complained bitterly. He had paid enormous dividends, which he knew had been earned, but no one could THE PURPOSES AND ADVANTAGES 23 determine just when they were realized, and the condition of the accounts cast suspicion on the whole enterprise. Practically all business men look forward to retiring sooner or later. It is a kindness to them to indicate how much easier and more certain it will be for them to accomplish their purpose if they can produce correct certified accounts than to depend upon unaudited accounts, which may fail to meet the require- ments of a prospective purchaser. (8) Recovery for Negligence: The final advantage of an audit (and one upon which perhaps serious differences of opin- ion may exist as to the advisability of public discussion) is, that a client who may suffer loss through the dishonesty of an em- ployee may recover an equivalent amount from the auditor, provided that the latter is shown to have performed his work in a grossly negligent manner, and provided, of course, that the defalcation occurred during the period covered by the audit and continued thereafter. For further discussion of this interesting, if not pleasant, topic. Chapter XXXII, "Liabilities of Auditors," should be consulted. CHAPTER III THE AUDITOR'S QUALIFICATIONS Bookkeeping: The first important qualification of the professional auditor is a thorough knowledge of practical ac- counting, which necessarily embraces a complete mastery of bookkeeping. Bookkeeping is so readily learned by any one of ordinary intelligence that it is the most elementary step in the auditor's career. Accounting: Accounting, however, is a science, and repre- sents the highest development of bookkeeping. Accounting is not an exact science like mathematics; it is an applied or prac- tical science. Modern accounting must consider values as well as figures. The question of values enters so largely into every statement which exhibits the financial condition of a business enterprise that in the last analysis a balance sheet is an expression of opin- ion. The accountant as such is not a valuer or appraiser, but neither is he a copyist to transcribe figures from books, and with- out verification, hold them forth as dependable. The majority of books of account do not represent the true financial position of their respective concerns, nor do they cor- rectly show the current operations as they occur from day to day. Therefore the auditor must have such technical knowledge as will enable him to recognize and criticize accounts from a constructive point of view. It is not enough that accounts are honest; in order to be correct they must include intelligent groupings of all cost and revenue factors, and they must indicate the true relations be- tween the various groups. Correct accounts are not necessarily complicated accounts. All depends upon the ability and experience of the designer, and as with all professional work, the greater the skill the greater the simplicity. Accounts are merely the written expression of every-day commercial transactions. The written records, in order to be 24 THE AUDITOR'S QUALIFICATIONS 25 of real value, must be constructed along scientific lines, and in order to accomplish this, there must be a lively appreciation on the part of the accountant of the vital connection between the transactions themselves and the written records thereof. Value of Theory: The degree of Certified Public Account- ant, no matter from what State it is secured, cannot be deemed to be, in itself, a sufficient license to practice as a professional auditor. The qualifications already enlarged upon would be minimized to a hopeless degree if it were to be assumed that this degree can take the place of experience and training far broader than the examination papers will ever require. It is a well-known fact that hundreds of bright bookkeepers have passed the C. P. A. examinations who never have had the opportunity of inspecting more than one or two sets of books and whose business experience has been limited to. one or two special lines. Nevertheless, the academic instruction and study of text- books which forms a part of the C. P. A. courses will do much to help the student. Much of the accumulated experience of the profession has been preserved in books, and out of this expe- rience has grown an approved general course of procedure that is of great value. The majority of audits can be largely mapped out before the work is commenced, and in many instances before the books are inspected for the first time. Conditions may compel a change in procedure, but in few cases will there be any change in prin- ciples. Therefore, in auditing, as in no other branch of accountancy, theory has a well-defined place, and the professional auditor who is unacquainted with all the developments of the science as improved and published by the other members of his profession will find himself as far behind the times as the physician would be who stopped purchasing medical books and reading medical periodicals. It is impossible for any one auditor to cover every ramification of accounting within the limits of his own practice. He can secure the benefit of what others are doing provided only that the others will reduce their experiences to writing. The study of these writings serves as a basis for working the- ories which can be generally applied. 26 AUDITING The auditor who scorns theory usually performs superfluous work and may be distinguished by his lack of clients. The following quotation from a recent address illustrates the impor- tance placed upon theoretical training for a business career : Is it necessary to teach young business men theoretically, and if so, how is it to be done? The answer is found in the fact that in the last half cen- tury tremendous changes have taken place in the business world, and, while these are largely technical, they are connected with such an array of social, legal, political, and economic disturbances that the modern business man Rnds himself confronted with a host of problems of which his grandfather had barely an inkling, and which cannot be solved by rule of thumb. He needs understanding of political economy, of technology, of geography, of commercial law, and of various other things as an initial equipment. The aim is not to make a man a complete economist, a complete lawyer, a real chemist or an engineer, but to have him understand the elements of all these lines of activity. He must acquire a thorough knowledge of business management and of the goods that are handled, his mind must be awakened to a keen and intelligent interest in his occupation, he must be taught to think swiftly, accurately, and to a definite conclusion, and to grasp compre- hensively all related matters; he must learn to read human nature and gain personal habits of order, exactness, and conscientiousness. The way is pre- pared for his uniting, in the actual business life which follows, theory and practice in comprehensive relation, the preliminary professional instruction making his thinking and his daily work harmonious and fruitful. General Experience: The auditor conducting a general prac- tice must be equipped to render service to every variety of busi- ness life. Without warning his first engagement may cover any one of many varieties of classes of accounts: municipal, public service, trading, manufacturing, banking, brokerage, insurance, professional, executors, institutional, and many niore. The professional auditor must have the benefit of what may be termed the equivalent of a clinic. No one careful of his health will consult a doctor who has not had the practical training which comes only from direct study of living patients. Therefore the auditor must have a broad familiarity with general business customs and methods. It may be urged that it is difficult to acquire anything but the merest smattering of one business only, even by ye^rs of diligence, but this is incor- rect. A working knowledge of the various classes of undertak- ings mentioned above can be attained by some years of applica- tion, but it may as well be admitted that the professional auditor THE AUDITOR'S QUALIFICATIONS 27 can expect to be' recognized as fully qualified only after he has had these years of experience in diversified lines. As a matter of fact, there is only one satisfactory training ground, and that is the office of a public accountant. In no other way is it possible to secure the actual insight into a large number of business enterprises within a reasonable length of time. But, it is not enough to see the practical side of business life; there is a vast quantity of general training which can be and should be acquired by study, reading, and observation. The professional auditor is in a sense a specialized account- ant. The corporation lawyer, the efficiency engineer, the busi- ness systematizer, the scientific manager, the cost-system installer, are specialists, as are surgeons and oculists. But pro- fessional men do not become skilled specialists until they have acquired the ground work of their professions, and this applies to the profession of accountancy as well as to law and medicine. The auditor should have a fair knowledge of economic the- ories, labor questions, bonus and profit sharing plans of wages, banking principles and foreign exchange. He should study political economy, and follow the trend of public regulation of monopolies and trusts. Federal control is a vital issue and the auditor's duty to himself and the future of his profession requires him to take an interest in all actual or prospective legislation aflFecting busi- ness interests. In the past, too, many of the federal and state laws relating to corporate and other business undertakings have been framed and passed by those who have been lamentably lacking in knowledge and experience, with the result that the laws are not observed, or if an attempt is made to enforce them, unjustified annoyance and expense follows. If it is known that he is well- informed on legislation, the auditor will find that he will be consulted. Special Faculties: In addition to the broadest kind of general training, the auditor who would be happy in his chosen profes- sion requires certain faculties or talents which are inborn rather than acquired. The most important of these are an imaginative and analyt- ical mind. Of course his mental equipment must be of the 28 AUDITING highest type, but if he does not possess these two qualities the work of an auditor will be more or less burdensome and it will be practically impossible for him to get the most out of any accounts except those kept in the simplest form ; even with these the man without a well-developed and vivid imagination is apt to take too much for granted and lose the opportunity to uncover fraud or carelessness. The analytical faculty is perhaps the more important of the two. In many cases serious defalcations have been discovered^ and gross irregularities and extravagances have been disclosed by careful analyses of accounts, where a perfunctory audit con- sisting of routine checking of postings, footings, and vouchers would not have given rise to suspicion. The auditor who does not come naturally by the analytical faculty must cultivate it assiduously or success is impossible. The analytical faculty will lead naturally to a proper group- ing or synthesis of the results of the auditor's labors. As has been well said (Mr. Allen Ripley Foote, President of the Inter- national Tax Association, at the meeting of the American Asso- ciation of Public Accountants at Denver, in October, 1909) : A correct tabulation is not in itself a correct record. A record, to be correct, must be kept in a way to show, by proper grouping, the true relation between every factor involved in costs of living, costs of distribution,' costs of doing business, and, in the final statement, showing the profit or loss for a fiscal year or for a period of years. Conclusions, or business and political policies based upon records that are not correct, must inevitably be unsound. There is a wide difference between honest accounting and scientific ac- counting. One may have a record that will honestly account for every dollar received and expended without having a record that will give any intelligent information regarding the true relation between all economic factors in- volved in statements of costs or of profits and losses. The records of all accounts should be intelligently grouped to show the economic effect of every factor essential to a true statement of costs or of profits and losses. In a recent examination of the accounts of a brewery, an auditor had nearly completed the verification of the accounts without disclosing any hint of dishonesty ; he. then analyzed all costs and compared them with the results. In him the analytical faculty was developed to an uncommon degree, for he applied the knowledge of chemistry which he had acquired to the costs THE AUDITOR'S QUALIFICATIONS 29 and decided that the results were not correct. A further and more detailed verification of the purchases disclosed the fact that the head maltster had diverted large quantities of materials to a plant owned by himself. This, perhaps, is an extreme case, and it may not be reason- able to include chemistry among the auditor's qualifications, but it illustrates the value of a wide and liberal education. If the fraud had not been discovered, the auditor might have escaped censure, but his would not have been an enviable position, and the result justified the time involved in his study of chemistry. Education: It is not intended to discuss the extent of the auditor's elementary studies, but it is obvious that the most complete course is the most desirable one. In other words, his preliminary education cannot be too extensive. Literature, languages, and history all have their value to the professional auditor, as do all subjects included in the education of a person of culture. It is admitted by all that special knowledge and special mental training are required for success in business and pro- fessional life, and it is a tremendous advantage if this knowl- edge and training can be acquired without too much expenditure of time and eiifort. In business the tendency is toward too long an apprenticeship. A clerk may perform a certain function ten thousand times in spite of the fact that he has reached perfec- tion after one hundred operations. The law or medical student, on the other hand, usually receives too little preliminary educa- tion. It is to be hoped that the accountancy student will find the happy medium and acquire a maximum of useful knowledge with a minimum of effort. This preliminary knowledge involves the study of the raw materials of industry, with the sources of their supply and the methods of their production ; of the principles which underlie the financing of a business, the granting of credit, the sale of goods, the education of the consumer by means of advertising; the rela- tion of the business man to transportation facilities; the prin- ciples of commercial law, of real estate values, and of insurance ; of the institutions and agencies of commerce and finance. A professional education demands of the student not merely 30 AUDITING attendance at lectures and mastery of textbooks, but the work- ing out of problems and cases and the investigation of questions involving the principles of the science which he is studying. The accountancy student should at least read as much along the lines of his future work as is required of a law student along legal lines, and the latter covers tens of thousands of pages of textbooks, reports of cases, digests, etc., before and after his examination. If at all possible, the accountancy student should acquire some knowledge of the law; the ideal training of a public ac- countant includes the study of all departments of the law, but if time does not permit, the student should endeavor to master the principles of at least the following branches: partnerships, con- tracts, corporations, evidence, surrogate or estate, real and per- sonal property. Moral Qualities: No matter how skillful and experienced an auditor may be, these qualities alone are insufficient to command the confidence of the public. The professional auditor must have a reputation for absolute integrity or his clientele will be limited and his chances for success very limited. He must have the ability to discover the truth and the courage to proclaim it without fear or favor in spite of the many temptations to be silent or equivocal. Frequently the telling of a blunt truth will be distasteful to the client and may threaten the loss of further engagements from the same source, but these instances, fortu- nately, are becoming rare, and the auditor who never deviates from the truth will never regret it, either from an ethical or financial standpoint. As has been said by A. Lowes Dickinson, C. P. A. : The moral qualities called for are so high that it should place the pro- fession at the head of all which come into contact with business affairs. The lawyer's duty is first of all to his client, and that duty frequently compels him to avail himself of technicalities and other means of enabling that client • to evade the law and its penalties; but the public accountant has only one duty to his client and to the public, and that is to disclose to him or for him, "the truth, the whole truth, and nothing but the truth," so far as his abilities and special training to that end enable him to ascertain it. No legal quibble will save him from moral condemnation if he fails in this duty; no juggling with words and phrases will absolve him from responsibility, moral and often legal, for results which he has reason to know are not what they seem to be, THE AUDITOR'S QUALIFICATIONS 31 or which, having regard to his special training in business affairs and the accounts relating thereto, he ought to have known did not represent the facts. Errors there may be, and must be, and for errors made after full and proper precaution taken and due care exercised no responsibility will lie. But there is no profession in which the results of careless errors or misstate- ments will more certainly bring retribution- Audit Clerks: It is assumed that every assistant in an ac- countant's office is a student and aspires to become a principal. The discussion of the qualifications of the professional auditor will, therefore, apply to them as well as to all other students, but certain special qualifications may be mentionedl which -are desirable and necessary, provided the audit clerk, or assistant accountant, expects to advance in his chosen line. He must be trustworthy to an extraordinary degree, for he must observe all of the trust relations which exist between his employer and the client, and also perform the full measure of duty which every employee owes to his employer. The most successful business men of to-day were at one time the most industrious and loyal employees. The man who does not serve well will not direct well. Nearly all of the pro- fessional accountants who are in the front rank to-day at one time occupied subordinate positions and did their work so well that promotion was inevitable. The work of the junior is largely routine and is frequently uninteresting. The intelligent and honest clerk will follow direc- tions implicitly, or else he will report to his senior that he wishes to know the purpose of what he is doing before he proceeds. The former is the wisest course, but if an audit clerk has had some experience, there can be no objection to his endeavoring to discover the relation of his work to the audit as a whole. The clerk's attitude toward the client and the client's staff should be that of friendly interest : friendly because the relations are close and confidential and an attitude of utter indifference is not understood nor appreciated by the client. Obviously the clerk should not become so friendly with the client's staff that suspicion may arise as to his ability of willingness to criticize those of the staff who may require it. If the clerk cherishes the hope that in time he will set up for himself, he should never allow himself to speculate on the 32 AUDITING chances of securing for clients in the future those upon whose accounts he is working. Simple loyalty and honesty to his employer should drive such thoughts out of his head; but for those who may not appreciate these qualities and who therefore do not observe them, it should be said that no successful prac- tice has ever been built on such a foundation. Clients so gained expect to pay less and are more exacting ; they usually have de- manded certificates and reports which were not warranted by the facts, and they expect to find the younger auditor more com- plaisant. In discussing the auditor's qualifications, great stress was laid on the value of imagination. This quality must, however, be kept under control on the part of an assistant. Imagination is closely allied to curiosity, and the client can- not always distinguish between the two. The clerk should impart the results of his imaginings to his senior, so that what may be a "false alarm" will be withdrawn before being discussed with a client or his staff. Qualifications Required by the Public : The profession is not yet well enough known to the general public to enable a pros- pective client to discriminate in every case between the qualified and the unqualified auditor. Happily this condition is improv- ing daily, and it will not be very long before the properly trained practitioner will be preferred to the one who has neither the capacity nor the skill to undertake accounting work of any importance. The public point of view at the present time was well expressed by Frank W. Main, C. P. A., in the Saturday Evening Post of June i, 1912. He said inter alia: That there is much confusion in the popular mind as to the real work of the accountant and as to the very important service which he is rendering in the business world, is not at all surprising. In the first place, jobless bookkeepers without number, auditors of in- dividual companies, seeing other fields of advancement closed — and cost clerks, certain that their grasp of the one particular business with which they are familiar has given them a grasp of all businesses and a knowledge of all manufacturing problems — have started out in the professional field as full- fledged auditors, accountants, systematizers, and business experts, when, if experienced at all, their experience is confined to but one limited businesfi. In some cases, at least, these "auditors" have about the same right to be known as professional accountants as a hospital orderly would have to pain) himself off as a skilled physician, THE AUDITOR'S QUALIFICATIONS 33 Misfit Cost-Keeping Systems: The initial work which usually falls to the lot of the self-styled accountant on his first incursion into the professional field is usually in a line of business somewhat of the same nature as the one he has recently left. With the nerve which was necessary to start out in business for himself, and with his practical experience in that particular line, he is often able to render valuable service to his clients. As time goes on, however, and his business is extended into other lines, his difficulties in- crease; for unconsciously the effort is made to conform all business to the methods and the systems of the one concern with which he was most familiar. As a result, ludicrous situations usually arise, and the usual experience is that after heroic efforts of a few years he is glad to accept some permanent position at an assured salary with an established concern. In his. trail, however, are usually left scores of business men with the well-grounded belief that their own bookkeepers know all that any profes- sional accountant does, and with the conviction that the paying to the ac- countant of the fees which he demands is only foolishness, as they are certain that the same services can be as well rendered by their own employees. The second cause of confusion as to the real service which is being rendered by the professional accountant is the impression created by some auditing companies, with their more or less prominent boards of directors, that auditing, accounting, and systematizing constitute purely and solely a business; and that contracts for such work should be very largely placed in the same way that a contract for painting or brickwork would be, namely, to the lowest bidder. Our profession now includes a large number of practitioners who are more interested in doing good work than in collecting large fees, or in building up what is known as a "large volume of business." They have the reward which accrues to those who follow the highest ideals, in addition to the pecuniary compen- sation which also accrues to the professional man who stead- fastly adheres to the ethics of his profession and maintains high standards irrespective of present results. CHAPTER IV THE DUTIES OF AN AUDITOR It has been pointed out that the disclosure of the truth "so far as his abiUties and special training to that end enable him to ascertain it" is the first duty of the professional auditor. An auditor's duties, however, are so diversified that some space may be properly devoted to a discussion of the more important responsibilities which are thrust upon him. Non-professional Auditors: Until within a very few years a great deal of so-called auditing was done which was worse than useless, as it carried with it a sense of security which was wholly unwarranted, but which was substantial enough to deceive the very ones who might have been placed upon their guard if no such procedure had been followed. Many of the most serious defalcations which have come to light have occurred in banks, societies, and corporations, where the accounts were periodically submitted to audit committees or amateur auditors whose lack of skill and experience made it impossible for them to unearth clever fraud and manipulation. Unfortunately, the loss in these instances usually falls upon the very class of persons who can least afiford to lose. A number of institutions, societies, and clubs which exist for the purpose of conserving the savings of poor people fail to procure efficient auditors, but — supposedly to save expense — usually appoint one or more unqualified persons to conduct the audits. Space does not permit any extended remarks upon the results of the work of these amateur auditors. A full review of the disastrous failures during recent years would alone exhibit the misery which has been caused thereby, and the neglect, ignorance, and carelessness of unqualified practitioners have been a large factor in these results, for in many cases the dis- aster could have been entirely prevented by the exposure of the guilty parties at the time the first so-called audit took place. The number of nonprofessional auditors in England is said to be decreasing annually, but such does not appear to be the 34 THE DUTIES OF AN AUDITOR 35 case in the United States. The aggregate membership in the British societies of professional accountants exceeds seven thousand, while that of The American Association of Public Accountants, in which all but a small percentage of the profes- sional accountants in the United States are enrolled, is only slightly in excess of one thousand. It is the universal practice of surety companies to renew bonds of employees only after certificates have been presented setting forth the fact that the accounts of the applicants for bond renewals have been audited and found correct. A great many corporations and societies of a more or less public nature, such as banks, trust companies, beneficial and loan societies, etc., have their accounts audited annually. Comparing the relatively small number of qualified accountants with the vast amount of auditing work done annually, it is readily seen that a great por- tion of the work is now being done by amateurs. The examina- tions made by stockholders' or members' committees and other amateur auditors are in nearly every instance incomplete, and defaulters whose accounts are being investigated by them are usually quick to realize the lack of thoroughness of the audit, with the natural result that large sums are abstracted with little chance of discovery. It has frequently been found, in instances where peculations have been unearthed by qualified auditors, that the accounts of the defaulter were audited by committees and other amateur auditors, and this latter kind of examination is responsible for many of the defalcations reported annually. Many of these amateurs realize that they cannot make thor- ough examinations and would willingly turn the work over to qualified auditors; in fact, it is often the case that professional auditors are employed by, or are substituted for auditing com- mittees and amateurs at the latter's request, and it is hoped that it is only a question of time before all of this important work is done by properly qualified auditors. The by-laws of many corporations and associations contain a clause requiring that audits of their accounts and statements of their financial condition be made and certified to by Certified Public Accountants. Many of the largest corporations in the United States have adopted this course, and it is believed that the officers and a majority of the stockholders of corporations and 36 AUDITING members of societies generally are becoming impressed suffi- ciently with the necessity thereof to justify the expectation that before long the practice of having this work done by Certified Public Accountants will become general. Official Auditors: "Official auditors" is the term used here to designate all who are engaged to audit the accounts of public officials, and such as are designated by State courts to examine and determine the correctness of the accounts of decedents' estates, etc. Lawyers are generally appointed for this last- mentioned work, and the records of the individual transactions are carefully examined by them usually to ascertain that they are not ultra vires. Occasionally it has come to light that peculations had been carried on and that the accounts, incorrect in many important respects, remained uncorrected for some time. If the examina- tions of these accounts by these appointees were to be limited to the scrutiny of the individual transactions from a legal stand- point, and the actual auditing of the accounts were to be done by professional auditors, who are qualified by their training to discover accounting errors and defalcations, the accounts of estates would be more efifectively audited. The National and State Governments employ official auditors who are required to do much work which should be done by the professional auditor, and the lack of training of the appointees sometimes results in incomplete and inefficient work. Unques- tionably it is only a matter of time before reforms will be demanded and much of this work and responsibility will devolve upon the Certified Public Accountant, or else the present incum- bents will improve upon the quality of work performed by their predecessors and fit themselves for meritorious work. Official auditors usually do not have at their disposal suffi- cient time to enable them to make complete audits and are gen- erally limited as to the scope of their work, and it is also partly due to these facts that their examinations are not thorough, and therefore of questionable value. The following are the most prominent official auditors employed by the National and State Governments : Examiners for National and State Banks, Bankers, and Trust Companies ; Auditors employed by the State Insurance and Char- THE DUTIES OF AN AUDITOR 37 ities Departments; Examiners in the Bureau of Corporations of the Department of Commerce and Labor of the National Gov- ernment ; Inspectors of the Bureau of Internal Revenue assigned to examine the accounts of corporations which report their net income as required by the Federal Corporation Tax Law. The supervision of corporations by the National and State Govern- ments has increased considerably the number of official auditors, and with the extension of this supervision their number will be still further increased. The salaries paid to many of these offi- cials are too low to attract men of proper training and ability, and, obviously, their work cannot be expected to be of the high efficiency of that required of qualified auditors. The following news item which appeared in the New York Times of June 27, 1912, may be of interest in this connection : Attacks Federal Bank Supervision BiNGHAMTON, N. Y., June 26. — The United States Grand Jury, in session here to-day, presented to the court a resolution advising that the revelations in the New Berlin Bank disclosed the fact that the present methods of National Bank examinations were faulty; that perfunctory examinations should be condemned; that the number of bank examiners is insufficient, and the method of compensation is certain to affect the character of the ex- amination. Banker Arnold will be arraigned on indictments alleging bank wrecking to-morrow afternoon. Staff Auditors: Another body of auditors, who cannot be included among any of the foregoing classes, consists of those who devote their entire time to one or a very few undertakings. This appHes chiefly where the organization is large and the work diversified to such an extent that an officer can be profit- ably employed whose duties are supervisory only and who does not, or rather who is not supposed to perform any clerical duties or handle money, securities, etc. In many of our largest corporations this officer is called the comptroller, and this is the correct title, but so many of these officers are and will be called auditors that it becomes necessary to classify them as such. Experience has shown that these auditors gradually have thrust upon them executive duties which are in more or less conflict with the supervisory work which they usually are retained to perform. 38 AUDITING A staff auditor cannot vety well occupy two positions at the same time ; he cannot originate or carry out a transaction which is administrative and later attempt independently to check the same operation. There have been so many instances of defalcation and fraud by officers or clerks with the title of auditor that it makes the term a misnomer in the mind of the general public. No auditor should have such an opportunity, and if his duties are changed to such an extent that he has the same opportunity to defraud as a treasurer or cashier, then he should no longer be called an auditor. If he does retain the title, it is deceitful, whether will- fully or unintentionally. Professional Auditors : The professional auditor is one whose services are at the disposal of the public. He is charged with the responsibility of undertaking practically all of the work which may be tendered to him. He may, therefore, be said to owe a duty to the public to have a well-equipped office and a staff of specially trained assistants, otherwise he cannot con- scientiously undertake work of any magnitude. There are, however, a great many persons whose experience and ability qualify them as auditors of the highest rank, but virhose services are not at the call of the general public, and who, therefore, cannot claim to be professional auditors. Not an Insurer : In the exercise of his profession the auditor does not become an insurer, in spite of the desire on the part of many clients so to consider him. It is obviously his duty to provide such safeguards as are possible, based on his experience and familiarity with modern practice. He is assumed to have a full theoretical as well as a practical knowledge of the prin- ciples of auditing and to apply them skillfully to every case on which he is engaged. But this, fortunately, is the full measure of his responsibility. The position is a reasonable one when examined from an equitable standpoint, particularly when compared with the premiums paid to liability insurance companies for protection against loss by fraud. The audit fee is not intended to and does not include insurance against loss by dishonesty. Of course,. circumstances may be such as to raise a presump- tion of negligence or lack of skill on the part of the auditor, but THE DUTIES OF AN AUDITOR 39 this does not alter the general rule. A full discussion of this sub- ject will be found in Chapter XXXII, "Liabilities of Auditors." Employees' Bonds: Irrespective of the question as to whether or not an auditor is an insurer, he should always include in his audit program the query: "Are all employees who handle funds under surety bonds?" If not, they should be. Some employers are lax in this respect, others will not incur the expense, and a fairly large class dislike to mention the matter to employees who have occupied positions of trust for a number of years. The auditor should present the importance of such protec- tion and point out that the expense is comparatively small, but that the risk is not an imaginary one. Of course the auditor has performed his full duty after his recommendation has been considered, and if nothing is done he cannot be blamed for sub- sequent loss. It may be, however, that the matter should have consider- ation at each audit as conditions and employees change. It might not be difficult to persuade an employer to adopt a rule that every new employee should furnish a bond at the time of employment. This would mean that in time the entire staff would be bonded. In every case the employer should pay the premium. Many employers find it valuable to insist on practically their entire force, including salesmen, furnishing a surety bond. The reason given is that all of them handle funds at one time or another. It makes it easier to demand bonds from cashiers when the rule is general, and a lower rate can be secured where sev- eral persons are covered by one bond. The chief, value, how- ever, in requiring bonds from salesmen is that the employer is assured that a most exhaustive inquiry is made into each appli- cant's character and reputation, extending back over a consider- able period of years. This search is far more extensive than an employer can, or cares to, make himself, and as such a bond for, say, five hundred dollars does not cost more than two or three dollars, it is well worth a trial. Salesmen are usually intrusted with a traveling expense advance, and similar funds are placed at the disposal of other employees. Several firms of accountants have enforced this rule for some 40 AUDITING years with a considerable measure of satisfaction. It is surpris- ing sometimes to ascertain that an applicant whose credentials seem to be above criticism cannot qualify for a minimum amount bond. This is considered a prima facie reason for nonemployment, or dismissal if taken on temporarily, and a good reason must be furnished to ofifset the effect of the refusal of the surety com- pany. It is obvious that a man who cannot furnish a five-hundred- dollar surety company bond is not a desirable audit clerk. Employers sometimes think that placing an employee under bond in some way obviates the necessity for an audit. As a matter of fact, this precaution is all the more advisable in that a means is provided for recouping the amount misappropriated, if a defalcation does occur. The surety companies themselves advocate periodical audits. The National Surety Company of New York, one of the leading bonding companies in America, says: Frequent, regular, and thorough audits of cash and books of account by certified public accountants are unquestionably of the greatest benefit to the business man and institution, and should be universally adopted. We cannot put what we state above too emphatically, and it is deserving of the serious consideration of every business man. The surety companies frequently quote their minimum rates where they find that the books are regularly audited by professional auditors in whom they have confidence, and this may represent a considerable saving to the assured. AUDIT OF A FIRM OR AN INDIVIDUAL The duty of an auditor to an individual or a firm is, of course, to disclose to his client, or clients, the facts as he finds them. In audits of firms, the rights and liabilities of each partner must be considered. Usually one partner names or retains the auditor, and in many cases assumes an embarrassing proprietary interest over him. Nevertheless, the auditor must maintain the strictest neutrality, for partnerships too often end in litigation, and the auditor who has shown any signs of favoritism may find himself in an unpleasant position. THE DUTIES OF AN AUDITOR 41 The partnership agreement should always be read carefully and any provisions as to the accounts noted and verified. Where there is no partnership agreement or where it is deficient in terms, the following guide may be profitably consulted, and where any material divergence exists between what a partner does and what he should do, the attention of each partner should be called to the infraction noted. Partnership Agreements: Business men are beginning to appreciate the fact that professional accountants are able to advise them properly with respect to the accounts necessary to prevent disputes over partnership agreements. As accounts are the written record of the business, it follows that almost all dififerences of opinion between partners relate to the accounts. A lawyer does not foresee these dififerences and most of them do not understand accounts, therefore the accountant, whose expe- rience fits him to point out in advance the various matters out of which misunderstandings arise, is the logical adviser and insurer against many of these points of difference. The duties of the professional auditor are not always an- alytical; prevention is better than cure, so that when an oppor- tunity presents itself whereby litigation and other unfortunate experiences may be avoided, it is his clear duty to point out the best course to pursue. The following rules cover the more important points in part- nership agreements, so far as the accounts are concerned. (1) Nature of Business: The scope of the business and the relation of each partner to the business should be clearly stated, also whether a partner is permitted to engage in outside trans- actions arid whether or not each partner is required to devote all of his time to the business. (2) Capital : Specify amount to be contributed by each partner, and how it is to be paid. If partners agree to contribute equally, the agreement should state whether cash or its equivalent is to be provided and the penalty, if ^ny, for the failure of one partner to contribute as much as another. (3) Changes in Capital: If undrawn profits automatically increase and losses decrease the capital accounts of the part- ners, the agreement should cover the point fully, as the interest of the partners in* CCMP N PA P H RCPU ON N C Some of the factors that enter into a computation of the "good will" of a bueineBs. For obvious reasons these factois vary greatly in Importance, dependent upon the peculiar conditions that affect the buBlnesB that enters into the transaction. Burplns Profits for One Year Usual Estimate of **Good Will" For FrofeBsionai Practice For Manufacturing Business For Wholesale or Re- tail Trading Business For Quasi Monopoly or Similar Business The first in computing "good will" is determine net earnings of a bulsiness, from which sum is deducted the interest on capital actually employed and the value of the owner's services. The result multinlled ordinary by two, but sometimes by many times that amount, has been accepted as the iuuxLii / \ ft / V / \ ^ ^ / A y f \ ^ / 1 / K y \ / •^f9^ ^^^^s ^ ^■" it-—-- -,\ / ,/ .€■■' JO e 6 ^ // ' fy' / "^ ^y ^/ •y; / ^ io X /■ ^y eo ^*'— S 000 oMi-rrea fro/r/iccuMt^t.Area SAi.e-s KSAO /'/au/ess AT WSMT 232 AUDITING sales by mionths and the cumulative totals for the preceding year, e. g. : It will be noted from the above that during the preceding year the monthly sales in February were $14,000, going up to $18,000 in June, down to $16,000 in September, up to $19,000 in December, and down to $17,000 in January. These -figures are shown by the dotted black line. The new year (solid liae) com- mences with $16,000, a gain over the previous year as clearly shown by the chart. In May the increase is not only maintained, but the rate of gain is increased. In other words, a chart will show a trend which columns of figures fail to emphasize. The best place for a chart of this kind is on the wall of an office or on a map holder. It may be kept private by having a cover over it, or it may be rolled up. The auditor may submit a sample chart, based on past experience, which will indicate the possibilities of the plan. Gross and Net Profit Charts: It is sometimes difficult for a business man to calculate how much gross profit he must make to cover his general expenses. The use of a chart will assist him to solve his problem. The chart opposite illustrates the fact that in any business there is a point above which increases in sales return a net profit greater proportionately than the increase in sales. In other words, above a certain point any increase in sales occasions an increase in direct cost, but does not necessarily increase the over- head or indirect expense at all. The result is that the percentage of profit is greater. The chart shows that from January to June cost and ex- penses were increasing, and that when the slump in sales came in July and August, the expenses were not reduced in proportion. The result was that in September the sales were just enough to cover cost and expenses. Had the expenses been kept down to the point at which they started in January, the reduction in direct cost due to the decrease in sales would have kept the total cost well below the low point reached by the sales. The lower line represents the net profit realized. It will be noticed from the chart on page 233 that whenever the gross sales are above $10,000 per month, the net profit increases rapidly, and below $10,000, the net profit drops at once; CERTIFICATES AND REPORTS 233 After a little experience the business man will be able to see the danger mark. •yA ^. « Jit ra. >V^^ \/(/yi « 4 ® /2 // ta 9 r s * 3 s / / \ '> '}^" • s, • ■~- y V X \ • -^^^ t^lSi SALS s^^^ ^v^^ "»#■*. :«w^ Pa y' ^ET ^fitOP^ rt^ \. -^' y / \ ^. ^ ^ ® GOO OJ^tfT-nro Combined Purchase and Sales Charts : If business is not good purchases may represent an unnecessary risk as compared with sales. A chart would show the sales and purchases month by month, thus giving instant expression to an expansion of one against a contraction of the other, as shown on page 234. It will be noted that in June the sales fell off, but that the purchases kept up the regular advance, and that by November the sales were actually less than the purchases, indicating an enormous increase in the inventory. If the chart had been kept 234 AUDITING up to date the proprietor would have noticed the trend in July and purchases might have been cut down at once. It may be objected that a good business man always keeps in touch with such important matters and that while such a chart might be of interest to him it would have no practical value. This is true of many men, but it is not true of the many who have C&M ^A^A r-i ve Cmakt Of SMi.sa et ^uKcnJii»a J MOMTMS ZOO 'SO leo /70 isa ^,so /■to /so /v /> 4. /»f> »-* Aa >« M^ r *Aj Vf ^t/ UY Au e. A r«! Ot -7-. M 9tr. ^i re- / / ^ •«4^, 'J- / ^ / ,-.^ . '^ / pUfi^ MAS£. 5,--' /PO „-'''' ^ ^00 omfvr^G such a poor clerical staff that they cannot depend on their re- sults, or those who ignore book figures because they are not able to understand the monthly "trial balances" which they receive. Charts like the above can be kept up day by day so far as sales are concerned. As to purchases, all depends on the method of entering invoices. If compiled monthly only, of course the chart can be posted only once a month, but if it is looked after, say, by the loth of each month, it will be up-to-date enough to be of substantial value. CERTIFICATES AND REPORTS 235 V 1 '^ \ - r -- ■ V X \ \ 5 - - L - . _ ft ! ,...- ........^ 1 s i iL..j:i:""""' / 1 s 1'- ' \ T-- -; -- --- -7 — X H \ s 1 |5 1 '~7 V 1 ^4 I * 4, ^ 1 ■ L.._.._Z ........1 ft ^ J 1 s 1 s S S J i s s s° 5 This "graph" shows the foundry payroll. It is divided into three sections ; the first shows nuraher of men employed ; the second, the numoer of hours worked ; and the third, the rate of wage. The dotted lines in sections one and two show the actual number of men employed; the broken lines show the same actual monthly results for 1910. 236 AUDITING en 5 J ; 5 s ? 5 ; n 5 n 1 ! s s s s , 8 s ! s ; : : 3 e > t 1 H ^ . ..:....: :.:.. s • t ::::::::::::::_ • j I ..._ "■; « :.:;:.:: _ ;....•!§ ...* s J * 5 1 .; .J N - s _ 9 ^ s \ 9 _._ B| y-'l « < '^5 ■-' " " s " " "^ •? "•- "• I 1 ' - = j » J** -J - ^ N i- - "^ - ^ ■■•[- i _ 'S . L. ^ '■■s s '''nv'r\':v/:^::'.:\\:v.::'.:'.\./-' '-.\ I "^-r-;-;.;; ^" "\ »; ^ » (....: = . ' 1 5 '--. •> S ; T "-- ^ T N V 5 s 1:: : : :: % • i i>0 3 ,, i S Y •» 4 ^ This "graph" shows the product in the foundry and the shipments of malleahleB— cumulative monthly averages in each. This tells, ar. a c-' ^.-~i.-i ^--- j= j.-- -- _,___^,.- and against producing less ^ '"product," all was well, " gate. CERTIFICATES AND REPORTS 237 The illustrations shown on pages 235 and 236 are taken from System and are illustrative of the use of charts in relation to labor and production statistics. Value of Comparative Statistics: The head of the fidelity department of one of the large surety companies states that a great many irregularities and defalcations, especially through the padding of pay rolls, would be uncovered in their infancy if the managements of factories and commercial business houses would pay more attention to their accounts and have compiled by their accounting department comparative statistics of their business — and then study them. He cites the case of a cashier of a man- ufacturing concern who had been padding the pay roll for years. It was the practice of this concern to have the pay roll approved by the foreman, the superintendent, and the general manager. It would then be sent to the cashier, who made alterations in the total figures, drew a cheque for the raised amount, cashed it, and paid off the men. The pay roll did not leave the cashier after it was given to him to draw the cheques, he making the distribu- tion for posting. This went on for years, the cashier each week pocketing from two to nine hundred dollars, until a change of executives brought in a manager who had been accustomed to getting his accounts down so as to show the economic condition of his business in statistical form. He had been in the same line before and he knew that the price of raw material, the rates for wages, and the various expenses were about the same as in his former place, but the profit and loss account showed a much smaller net profit. It was soon found that this was due to the high charge for labor, and upon analysis of this charge the steal- ings were discovered. This is but one instance, but it is not hard to see that in show- ing the results of a business in graphic form so that the relation of the various elements, one to another, is easily seen, abnormal conditions are at once detected. Some men will say that those things are interesting and all very well if one had the time and money to get them up. They do not realize the cost of not get- ting them up. Statistics compiled by one of the large bonding companies show that during the last three weeks of March and the month of April, 191 1, shortages amounting to more than one half million dollars were discovered in mercantile houses alone. 238 AUDITING What Not to Report: As heretofore stated, it is not wise to report unimportant errors, etc., first, because it accomplishes no useful purpose, if true. In any event criticisms of this nature should never be made without confirmation from the office staff, as they might be able to come back with proof that the errors or omissions were apparent only. Likewise, long schedules of trade debtors and creditors are superfluous. For some years public accountants made it a rule to furnish their clients with detailed schedules of accounts receiv- able and payable, believing that such information was desired by them and would be of value. They found, however, that in nine cases out of ten these schedules were not referred to, and in the one case remaining the schedules desired were the latest ones rather than the ones submitted by the auditors, which were usu- ally one or two months old. The practice was, therefore, quite generally abandoned, and these schedules are now furnished only on request. In reports where special circumstances govern, such as changes in partnership, it may be necessary to submit detailed schedules. But the above remarks refer to the ordinary period- ical audit. A schedule of vouchers and paid cheques not submitted is sometimes of importance, but, as a rule, it is more desirable to prepare such a list before the end of the audit and hand a dupli- cate to the bookkeeper, so that the missing vouchers may be located. After as many as possible are located, the corrected list should be handed to the proprietor with a request that he look over it. If further inquiry or search is requested, it should be made before the audit is completed. If no further attention is required, the schedule is not important enough to put in a report. The auditor should scan the list of outstanding unpaid bank cheques. A cheque is sometimes issued to close a disputed account, etc., which renders it desirable from both the client's and the auditor's point of view that it be used. The inspection would apply only to those outstanding an unreasonable length of time. If any doubt arises the matter should have attention at once, and no mention need be made in the report unless some irregularity is discovered. CERTIFICATES AND REPORTS 239 Restrictions on Client's Use of Reports: Mention has been made of attempted unauthorized use of auditors' reports and certificates. This is obviated by a judicious selection of clients, but it may happen that a client who has paid for a report will feel at liberty to use part of the contents without disclosing the con- text. Anticipating this possibility, experienced auditors bind and fasten their reports securely together, and page them in such a way that a part cannot be used without revealing the fact that it is not complete. It does not seem feasible to suggest any plan whereby clients or others may be prevented from quoting from a report. So long as the statement is not made that the quotation represents con- clusions of fact to which an auditor has certified, it may not be objectionable, but it is remarkable how critical business men are with respect to the connection, or alleged connection, of a pro- fessional auditor with men or enterprises of a doubtful character. In one case a well-known firm of auditors had for many years audited and certified to the accounts of a small and prosperous corporation. A large concern bought the small company and consolidated it with a number of others. The bankers who mark- eted the stock stated in their circulars that the accounts of the small company had been audited by one firm and the accounts of all the others, and of the holding company, had been audited by an audit (stationery) company. The latter continued the audit until the holding company went into hopeless bankruptcy. The firm was not connected with the enterprise after its clients sold out, but after the bankruptcy a large banking house intimated that the mention of the firm's name on a circular relative to a company with such an objectionable history might seriously afifect their own attitude in employing the firm for accountancy work. This is an extreme case, but it illustrates the great impor- tance to an auditor of restricting the use of his name to profes- sional work which is creditable to him in every way, and in con- nection with clients or promoters who are beyond suspicion. Misleading Advertisements: Auditors are sometimes re- quested to compile data or statistics, or prepare calculations for use in new enterprises. Great care must be taken to restrict the use of the reports submitted for such purposes. 240 AUDITING Recently an issue of preferred stock was advertised and a large bonus of common stock was offered as an inducement to purchase. The following statement was made inter alia: Based on reports of A & B, certified public accountants, on manufacturing costs and selling price from six months operation at part capacity of plant at Blank City, EARNINGS AT FULL CAPACITY ARE ESTIMATED AT OVER THIRTY-FIVE PER CENT ON THE COMMON STOCK AFTER PAY- MENT OF SEVEN PER CENT DIVIDENDS ON PRE- FERRED STOCK The intention of the foregoing was cleaily to deceive. It was so printed that everyone gathered the impression that the auditors had made a report, based on which earnings equal to thirty-five per cent on the common stock could be expected. It may become necessary for auditors to print on their sta- tionery some form of notice to the effect that no public use can be made of the information conveyed unless a memorandum setting forth the form of the proposed use is submitted for inspection. Compulsory Reports: Compared with our lack of legal re- quirements, it is of interest to note the reports which must be prepared in England. The following is an extract from Table A of the English Companies Act of 1908 : Section 106. Once at least in every year the directors shall lay before the company in general meeting a profit and loss account for the period since the preceding account or (in the case of the first account) since the incor- poration of the company, made up to a date not more than six months be- fore such meeting. Section 107. A balance sheet shall be made out in every year and laid before the company in general meeting, made up to a date not more than six months before such meeting. The balance sheet shall be accompanied by a report of the directors as to the state of the company's affairs, and the amount which they recommend to be paid by way of dividend, and the -amount, if any, which they propose to carry to a reserve fund. Section 108. A copy of the balance sheet and report shall, seven days previously to the meeting, be sent to the persons entitled to receive notices of general meetings in the manner in which notices are to be given hereunder. Audit: Section 109. Auditors shall be appointed and their duties regu- lated in accordance with sections 112 and 113 of the Companies (Consolidation) Act, 1908, or any statutory modification thereof for the time being in force. CHAPTER XVII THE DETAILED AUDIT GENERAL PRINCIPLES Completed Audit: It was stated in Chapter V that before commencing an audit the auditor should be furnished with a cor- rect trial balance as of the closing date. This applies to what is known as a completed audit, which is the term usually employed to designate the audit where a complete fiscal or interim period has elapsed and where a final report is to be made on the work accomplished. The procedure outlined in this and succeeding chapters is designed to cover such a completed audit. Continuous Audit is the term applied to the supervision by an auditor who attends at intervals during a period, and makes a report of progress rather than a report which embodies a bal- ance sheet and a profit and loss account. In modern practice this distinction receives little consideration. Up-to-date concerns de- mand monthly reports of operations, and monthly balance sheets follow as a matter of course. The auditor who is retained to' audit the accounts, and pass on or prepare these monthly reports may be said to make a com- pleted audit, although in some cases part of the audit work is left until the end of the fiscal period. In large enterprises where a detailed audit is made the auditor may arrange to perform part of the work during the term in order to forestall congestion towards the end of the period. Sometimes the client requests that frequent visits be made so that if errors of principle or clerical errors are being made they can be detected and corrected before very much damage has been done. It is important, too, that if fraud is being practiced it should be discovered at the earliest possible date. Furthermore, frequent and unexpected visits tend to keep the client's staff up-to-date in their work, and carelessness as well as actual errors may be disclosed. The moral effect is also valuable. If a large amount of detail work is to be verified, it is impor- 241 242 AUDITING tant that it be completed as soon after the closing date as possible in order that the auditor's report may be submitted within the shortest possible time thereafter. Where interim audits are made and the auditor relies in subsequent audits on the work of previous visits, there is a possi- bility of the figures which he has passed being tampered with in order to conceal fraud. The author is not, however, prepared to offer suggestions for the detection of manipulation of accounts after they have been audited. In the preparation of a balance sheet and profit and loss account, if analyses of the accounts are made, unauthorized alterations, if any, will probably be re- vealed. As a matter of fact, experience has demonstrated that such a contingency is a remote one and its possibility is best guarded against by the intuition of the auditor rather than by his attempting to follow certain set rules. Completed audits are fast supplanting continuous audits and it is deemed to be of more importance here to describe the former fully. The auditor who masters all the essentials of a completed audit can readily prepare a program for a continuous audit. AUDIT NOTEBOOKS Theoretically there is a great advantage in having available a formal program or memorandum book, which maps out the general procedure to be followed in a detailed audit, together with such additional information as will indicate any special points which are applicable to the particular audit to which the notebook relates. Based on a somewhat extensive inquiry, it appears that nearly all of the leading professional auditors of this country have used some form of audit notebook at one time or another. In most cases the books were used during the early years of practice, but have been abandoned. The reasons for discontinuing their use are not uniform. The value of a more or less complete program is admitted by all, and some firms have compiled a set of instructions and furnish all of their assistants with printed copies. It is not believed, however, that the use of printed audit notebooks is as general to-day as it was a few years ago. This is an indication of progress, because the old-style audit. THE DETAILED AUDIT 243 which comprised a verification of footings, postings, and vouch- ers, has been found to be of Httle practical value, and as the printed audit notebook was specially adapted for these opera- tions, the change in method naturally made them obsolete. The intelligent auditor makes a study of each engagement and outlines a program the use of which will produce the results which he decides beforehand are necessary. The program will be reduced to writing, but it will vary to such an extent in dififer- ent audits that it is not considered practicable nor desirable to attempt to use the same program for more than one client, but it is available for subsequent audits of the same accounts, in which case memoranda and suggestions occurring during the progress of one audit will be embodied "in the program for the next. The author does not recommend the use of printed instruc- tions, because it is impossible to make them comprehensive enough to cover all of the work necessary in any one audit and it follows that they are not adapted for general use. The student who is attempting to gain a knowledge of the principles of audit- ing has no use for an audit notebook, and the practitioner whose experience is limited and who feels the need of a complete pro- gram should seek to obtain the benefit of the knowledge of more experienced practitioners (particularly the successful ones) be- fore writing out a memorandum for himself or instructions for an assistant. The audit notebook had one advantage which must not be overlooked, viz., spaces were always provided for a record of work done and the initials or marks of the one who was respon- sible therefor. This record is valuable in case of subsequent questions as to errors made or work not fully covered. It is important, therefore, that in the special program which the auditor compiles for his engagements, spaces be provided to per- mit of the fixing of responsibility for the carrying out of each item of the instructions. As much has been said and written in favor of audit note- books, and in order that the student may judge for himself the question of the desirability of their use, permission has been secured to reprint several specimen pages from "The American Audit Record," designed and published by Morgan L. Cooley, C. P. A., which is the most satisfactory form in use. 244 AUDITING Q < O Q < THE DETAILED AUDIT 2^5 NOTES MADE IN THE FOLLOWING PAGES REGARDING Hours Conaumed liMlali Periods 1 General Organization and System of Internal Check 2 Method of Taking and Pricing Inventory 3 General Condition and Usefulness of Books 4 Recommendations for Improvement 5 Sufficiency of Depreciation 6 Sufficiency of Reserve 7 Sufficiency of Working Capital as Shown by Interest Paid, Discount Neglected, etc. 8 Each Item of Balance Sheet 9 Accruals IP Deferred Charges 11 Contingent Assets and Liabilities 12 Allocation of Charges and Credits re Capital vs. Operation and Maintenance Prom To Prom To By By ^^ By By By By By By By By By From To From To CAPITAL STOCK, DIVIDENDS, BONDS AND INTEREST Hours Gonsiuned 1UI3I4 Periods From To From To Capital Stock 1 Scheduled from Certificate Book by 2 Compared with Stock Ledger by 3 Compared with Private Ledgef by 4 Certified by Transfer Agent Certificate Received by 5 Dividends Vouched by 6 Authority Verified by Bonds 1 Certificate from Registrar Received by 2 Interest Checked by From To From To Remarka PRIVATE LEDGER HoUTB Consumed ll|=!|3l4l Periods From To From To From To From To Eemarks 1 Trial Balance at Beginning by 2 Footings Verified by 3 Examined to Note If AH Postings Have Been Checked by 4 Trial Balance Before Closing by 5 Trial Balance After Closing by 6 Prepaid Items Checked by 7 Accruals Verified by 8 Reserves Noted by 9 Remaining Assets Verified by 10 Remaining Liabilities Verified by 246 AUDITING INVENTORIES Hon Conau |l|2 T8 med Periods I3I4 I From To 2 From To From To „ 4 From To Remarks 1 Physical Items Verified by 2 Appraisal Made by 3 Prices Checked by 4 Extensions Checked by 5 Footings Verified by 6' Compared with Ledger by 7 Reserve for Depreciation Computed by 8 Officials' Figures Accepted by Basis If tests are made, state exact extent in each case. ACCOUNTS RECEIVABLE LEDGER Hours Consumed f3l4 Periods From To From To From To From To Eemarks 1 Footings Verified by 2 Balances Agreed with Controlling Account by 3 Balances Verified by Construction of Controlling Account by 4 Over-due Accounts Scheduled by 5 Reserve for Bad Debts Computed by 6 Reserve for Discounts Computed by 7 Customers Asked to Confirm Bal- ances by 8 Personal Accounts Scheduled by By means of ACCOUNTS PAYABLE LEDGER Hours Consumed |I|S!|'3|4 Period From From To To From To From To Remarks 1 Footings Verified by 2 Balances Agreed with Controlling Account by 3 Balance Verified by Construction of Con- trolling Account by 4 Personal Accounts Scheduled by 5 Receiving Records Compared with Invoices Recorded by THE DETAILED AUDIT 247 THE AUDIT OF INCOME AND EXPENSES General Principles: There are two underlying principles which govern the procedure in the detailed audit of income and expenses. (i) The auditor must ascertain whether the earnings shown by the books are properly accounted for, and whether any of the earnings are omitted therefrom. (2) He must ascertain whether or not the expenses and losses are properly stated and supported. At the commencement of a detailed audit it is important for an auditor to investigate thoroughly the relation of the clerical staff to the work and to each other. Auditors are fond of stating that a cashier should never have access to the ledgers, and that a ledger clerk should have no access to the cash. Theoretically this is an ideal condition and exists in most large concerns, not because the proprietors realize that it is a proper safeguard, but because there is enough of each class of work to warrant the employment of an individual clerk for each class. But in a small business where the cashier's dvities are not extensive enough to keep him busy all the time, he is required to assist with other duties, and naturally he is expected to under- take the work for which he is best qualified — the postings to the ledgers. So long as there are business enterprises the proprietors of which consider that a bookkeeper's duties include the func- tions of a cashier as well as those of a ledger clerk, it will be necessary to exercise special vigilance in the audit thereof, for fraud is so easily concealed that many clerks yield to temptation, knowing that their defalcation will not be disclosed unless a pro- fessional auditor is employed. And in many instances where professional auditors have been expected, the clerks have used most ingenious means to conceal their fraud, so that an auditor should have a knowledge of as many of these subterfuges as possible in order to detect irregular- ities of any nature. Prior Periods: In a detailed audit covering, say, a year, the question frequently arises as to the auditor's responsibility for the period prior to the commencement date. He will of course, have it definitely understood that the commencing date should 248 AUDITING be definitely fixed and be supported by a balance sheet which is assumed to be correct. As a matter of fact, there is little danger in this procedure. A proper audit for a year must of necessity shed a clear light on the operations of the period immediately preceding, and if noth- ing in the current work has given rise to suspicion, the former accounts may be left undisturbed. Of course, if any special reason exists, or a client insists on going back for two or more years, the auditor must comply, but he should make the sugges- tion that the last year should be audited and reported upon first, so that there will be a chance for reflection before incurring the expense incident to a long engagement. Verifjcation of Footings and Postings: The least important part of the audit is the verification of footings and postings, but the subject demands attention and will then be dismissed. It will have to be a very small business indeed where there can be any justification for verifying every posting and every footing. In past years about half of the auditing which was done consisted of the laborious work of checking postings in detail and verify- ing the footings of all books, including the ledgers. An analysis of various defalcations which have occurred in recent years demonstrates the fact that the percentage of frauds which have been concealed by false postings and incorrect footings is small. This small percentage may be covered just as well in what may be called a "test" audit as in a so-called detailed audit. Where books are out of balance there is a distinct value in checking over as many postings and footings as possible, for it not only gives the auditor a chance to see at first hand the sort of errors which the bookkeepers have been making and thus furnishes data for his report, but it helps along the current work, and if all the dif- ferences are located, he will earn the good will of the bookkeeper, which is also an important matter. The undertaking of this sort of work is dangerous, however, unless it has been definitely arranged with the client and he is convinced that part of the work being done is that of an accountant and part that of an auditor. Some auditors are fond of testing the ledger postings by making up their own controlling accounts, or else reversing the process and by analyzing each ledger account, extracting the totals of each source of original entry. There are very excep- THE DETAILED AUDIT 249 tional cases where this plan may be followed, principally where the ledger is not in balance. It is an old-fashioned scheme, how- ever, and has no place under modern methods in a well-ordered plan. Great advantages accrue to the auditor who knows enough to be able to prove such work by tests and thus gain valuable time which can be devoted to other and more important work — more important because the largest number of frauds occur in other places than footings and postings. Therefore, in that vast number of audits where there has been no fraud, but where the auditor wishes to justify his employment, all the constructive or labor-saving suggestions will arise from the other portions of the work. Many cases are known of audits ocupying, say, four weeks, where the verification of footings and postings has taken three weeks and all the rest of the audit has taken one week. There can be no hard-and-fast rule as to the time each class of work should take, and it is not worth while to attempt to approx- imate one, but it must be obvious that unless there is some spe- cific justification for this division, it would be far better to spend one week on postings and footings and three weeks on work which afterward will mean something to the clients. The question arises : Is it not possible that in thus cutting down the work by two-thirds too much has been taken for granted and that an auditor would not be excused who neglected such a material part of the work as that of verifying the footings and postings? The latter part of the question is answered by the statement that no auditor can be excused who neglects any part of the work. We must, however, be sure in each case which is presented that we take nothing for granted until we have made such intelligent and exhaustive tests as will assure us that the ac- counts as a whole are, in our judgment, correct. Note the ex- pression "in our judgment"; for the moment you deprive the auditor of the free exercise of his judgment, you are reducing him to the position of an automaton, and the title of professional auditor becomes a> misnomer. What is an intelligent and exhaus- tive test of postings and footings? In seeking an answer, first direct your attention to the four general groups into which they can be divided. These are: (i) the records of the purchase of goods or materials as reflected in purchase or invoice books. 2SO AUDITING voucher registers, etc. ; (2) the records of sales as found in sales books or binders or in any one of the various good and bad forms used ; (3) the receipt of cash ; (4) the payment of cash. The majority of postings and footings occur with respect to the records mentioned, so that if we can agree on what consti- tutes a fair test of these groups or divisions, we can safely leave the remaining records to be dealt with on their merits. The following suggestions are grounded upon the funda- mental principle that no audit is complete unless the trial bal- ances of all the ledgers, have been proved. There may be excep- tions, as, for instance, a department store where there are one hundred individual ledgers, in which case an exhaustive test would be sufficient. (i) Purchase Records: If fraud exists with respect to pur- chases, it usually will be found in overcharges or fictitious ven- dors, and very seldom, if ever, will there be any concealment of fraud through manipulations of footings or postings. The au- ditor does not seek to locate clerical errors in trial balances, but is concerned with the possibility of the trial balance, which is ostensibly in agreement, being forced. As this occurs not only in cases where fraud exists, but also where there is a lazy or incom- petent bookkeeper, the auditor should always be on the lookout for evidence of forced balances. As a rule, however, where a trial balance is forced there will be no alteration in the current postings and footings. The usual and popular expedient is to alter in the ledger the last posting during the perio'd to one of the large nominal accounts, such' as sales or expenses. These remarks as to the trial balance have a bearing on pur- chase records to the extent that, no matter what other detail work is omitted, the verification of the postings of the monthly or periodical aggregates must not be forgotten. By this is meant the debit side of the purchase accounts. Usually the checking of the credit postings can be omitted. As to the footings, in a fairly large concern, prove the foot- ings of about every tenth or twelfth page in addition to the last page of each month, where the audit covers a period of one year. In a smaller concern, prove, say, every fifth or sixth page, includ- ing always the last page of each month. It is hard to imagine, and wide experience has not developed, a case where such a pef- THE DETAILED AUDIT 251 centage A^ould not have been just as effective in any given audit as the verification of the footing of every page. That is, the veri- fication of every page did not disclose any discrepancies (except as hereafter noted), so that, naturally, the work could have been cut down eleven-twelfths with equal results (except as to cost to the client). The last page in every case is mentioned particu- larly, because instances are known where such figures have been altered. (2) Sales Kecords: The monthly or other aggregates of the sajes postings should be checked. Controlling Account: If there is a controlling account in the general ledger with customers, it will not be necessary to verify in detail the postings of the customers' ledgers. If there is no controlling account, the auditor should construct one, so in neither case is it worth while to prove the debit postings. The controlling account is a compilation of the aggregates of the postings to the individual customers' accounts. They may be classified as follows : DEBITS CREDITS Total of opening balances, as per last Cash. trial balance. Sales. Discounts. Protested or retvimed cheques, notes, Returns and Allowances. etc. Interest, etc. ■ Notes. Accounts charged oflE, etc. Total of closing balances. In some sets of books it may take as much work to construct the controlling account as to verify every posting ; but even so, the time spent in the preparation of the account is not lost, because the data secured thereby will be useful in stating the results of the business. There is more fraud in connection with accounts receivable than in any other department of a business, but the fraud does not consist in a failure to post the sales which are recorded m the sales books to the ledgers. The fraud is in omitting the sales from the sales records entirely or in the failure to enter cash collec- tions. It is, however, important to know that all the sales appear- ing in the sales record have been posted. As stated above, this 252 AUDITING can be, and should be, covered by use of a controlling account, as the items are of such a nature that they are grouped in the original records, and where the posting of a thousand entries in one can be proved by one operation, time is saved. This method assumes, of course, that there will be a verified trial balance of the customers' ledgers to support the controlling account. The question of accounts which have been collected, but which do not show the collections, will be considered later. As to the footings, verification is somewhat more important than with purchase records. In a large concern, prove, say, every eighth page, and in a small concern, say, every third or fourth page, always including the last and sometimes the next to last page of each month. Cheques Received must be Deposited: In those corporations where the capital stock is all, or nearly all, owned by its officers or directors, the latter frequently handle the funds of the corpora- tion as if no corporate responsibility existed. Usually they act honestly and no harm is done, but an auditor cannot afford to pass over illegal acts which come to his knowledge, although so far as can be foreseen no one will be injured thereby. The practice of an officer using cheques drawn to the order of the corporation for his private use* cannot be condemned too severely, and yet it is not uncommon. All cheques should be de- posited, and the officer can withdraw a similar sum if the cor- poration is indebted to him. In a New York case, decided by the Court of Appeals in 1908, where the president of a corporation (the stock of which was all owned by himself and the secretary-treasurer) used a cheque drawn to the order of the corporation and indorsed by it to pay his personal debt, the creditors of the corporation upon its being declared insolvent compelled the trust company that cashed the cheque to refund the money. Periodical Verification of Bank Balances : The auditor should ascertain by personal investigation whether the bank balances have been verified at frequent intervals throughout the period covered by the audit. It frequently happens that clerks are care- less about reconciling the bank balances with those shown by the books. In some cases the pass books are not left for settlement for many months ; in other cases the pass books are balanced by THE DETAILED AUDIT 253 the banks and delivered to the depositors, but are not verified by the latter. In the middle and far West, the banks have quite generally adopted the plan of sending monthly statements to all depositors, accompanied by the paid cheques. There is a growing tendency on the part of the banks in the East to follow this plan. This is to be commended, as it leads naturally to more frequent recon- ciliations between the parties. But the bank statements may be filed away without examina- tion unless some one in authority insists on prompt attention. Instances have been known where junior clerks have forged sig- natures to cheques, and owing to carelessness in inspecting the bank settlements, the fraud was not discovered for a long time. The law is that the writing up of a bank pass book, with a return of paid cheques, or a statement of account, is not con- clusive upon the parties so as to preclude an ascertainment of the true state of the accounts in a case where cheques are included in the balance which are subsequently discovered to be forged. But where the depositor is under a duty from the usages of busi- ness or otherwise to examine the account within a reasonable time and to give timely notice of any objections he may have, an omission to perform this duty, leaving the bank to rely upon the presumption that the account is acquiesced in, whereby it is misled to its prejudice, will make the account conclusive. The law is not unreasonable in holding that where bank settlements lie around untouched for long periods those in control of the busi- ness should know that a risk is being run for which there is no excuse. The auditor may sympathize with the clerk who is over- worked and who omits the reconciliation of the bank balances for what he considers more important duties, but nevertheless, such neglect may be costly and should be reported. (3) Cash Receipts: In all well-regulated concerns all cash receipts are deposited in bank and all payments, therefore, must be made from the bank account. This almost disposes of the question of verifying the footings of the cash book. Where the bank account is proved and the cash receipts and payments are traced into and out of bank, it would seem logical that the foot- ings of the cash book could be automatically proved at the same 254 AUDITING time. If this does not seem to be complete verification, in a large business, the proving of every third or fourth page will be a complete check. In many small concerns the cashier handles the receipts, writes up the cash book, and makes the deposits. He might retain a portion of the receipts, force the footings of the column to agree with the actual deposit, and increase the footings of the discount column. The cash book would then balance across, the cash balance agree with the amount shown by the pass book, and as the discount column would be posted in total by the book- keeper, the ledger would be in balance without any falsification being made therein; If there were special columns provided for cash sales or similar earnings, the footings of such columns could be reduced by the amount of the shortage and thus afford addi- tional facilities for covering up the amounts taken. The postings of the nominal accounts should usually be veri- fied, not because there is any great danger of fraud lurking therein, but for the purpose of locating any possible posting to a wrong account. For instance, it frequently happens that part of a plant or old machinery may be sold. Sometimes such items are posted to an earning account instead of to a capital or a reserve account. These postings are, as a rule, few in number and are important enough to be verified in extenso. The postings to the credit of customers should be proved in totals through the controlling accounts. If there is no control- ling account and one cannot be constructed readily, a fair test should be made of the individual ledger credits, working, of course, from the ledger back to the cash book and not vice versa. The reason for this is obvious; if a customer has been credited with an amount which purports to have been posted from the cash book, but which, as a matter of fact, is not entered there at all, the discrepancy would not be discovered by using the cash book as a basis, and it would not be safe to depend on looking through the ledger subsequently to see that all items are ticked. It is sometimes suggested that the chief danger in such practice lies in the possibility that the ledger clerk can, where the work is not finished at a sitting, supply the ledger tick marks himself. There is not much basis for this fear, but it would be foolish to expose one's self to it where no necessity exists. THE DETAILED AUDIT 255 If it is thought wise to verify the individual postings to the customers' accounts, do not check every one unless some very good ground for suspicion exists. If the audit is a periodical one, say, for six months, cover about half the letters of the alphabet only. Six months later cover the other half, or one-fourth only at each audit, and take two years to the entire list. It is not an infrequent fraud wherein ledger credits do not appear as cash debits, but it is hard to imagine one case where a good test would not have disclosed the fraud. Very few men would confine their peculations to customers whose names commenced with X Y Z only. The auditor can afford to take the chance that the defaulter will inadvertently manipulate the account of an A customer, in which case he would not escape the first time, and if he used only one or two letters, he would still be detected in a reasonable time. (4) Cash Payments: On the payment side there is also a possible opportunity for fraud being covered by erroneous foot- ings. In most cash books there are columns for dififerent ex- penses which are posted in total at the end of the month. If the cashier were to take an unnumbered cheque from the back of the book, or one of a style similar to the ones in current use, and have it -drawn to his order or to some name representing himself and did not enter the amount in the cash book, the footings could be-falsified to that extent. The cheque could be numbered to correspond \Mth those in use at the time. When the bank settle- ment was received and the balance verified, the cheque could be destroyed. Instances are known where cheques were marked as void on the stubs and the two halves of one cheque pasted on two stubs (one of the portions, of course, being without a number), thus providing a cheque which was used by the cashier to obtain money fraudulently. These manipulations are not likely to occur more than once in an auditor's experience, but all of the possibilities mentioned are based on actual expei ience, so that an auditor cannot afiford to neglect all reasonable precautions to ascertain if such fraud exists. The auditor should insist, wherever feasible, on having all payments represented by cheques. It reduces the possibility of 2s6 AUDITING manipulation of cash-book footings to a minimum, and for this reason alone is worth all the trouble which may be occasioned by the necessity of depositing all currency receipts. If the foot- ings cannot be proved by the bank account, verify, say, every third or fourth page. If the cash book is properly columned and a controlling ac- count is kept with accounts payable, most of the postings will consist of monthly aggregates, which should be checked to see that they do not get into the wrong ledger account. Here, how- ever, it is important to avoid duplication. In many audits it is desirable to make full analyses of the various expense and pur- chase accounts for use in the reports. If feasible and convenient this work should be done at the' time of the verification of the postings, for it may be found that the details in the ledger are not sufficient and the cash book pages must be consulted again. Postings to the individual, accounts need not be verified unless some special reason appears. The payments are supposed to be vouched to establish their authenticity, and it is not neces- sary to trace the payments to the debits of the accounts. A con- trolling account supported by a trial balance of the subsidiary ledger is a good proof, but even where this is not in evidence the checking of the debit postings is usually superfluous. Summary: As against the practice — fairly common — of checking all postings and footings, the above course will seem radical. It is not radical, however, if it is approved after full dis- cussion and thought, and if it will stand the additional test of each particular audit. Where the slightest cause for suspicion exists, there must be a careful study of every phase of the situa- tion. But if suspicion has been aroused and there is a probability of something being wrong, the most foolish thing an auditor can do is to jump in blindly and tick every entry in the books. This has been done more than once, but the practice cannot be con- demned too strongly. Other Records: In many lines of business the books of account bear distinctive titles, and it may be that in the forego- ing pages these books have not been called by their technical names. For instance, in a magazine publishing business a sales THE DETAILED AUDIT 257 'book, so called, may not be found, but a subscription record and an advertising register will usually be kept. With these books, as to footings and postings, about the same procedure should be followed as with a regulation sales book — as a matter of fact, that is exactly what these two records represent — sales of advertising space and sales of copies of the publication for a stated period (subscriptions). It is far more satisfactory to have an illuminating title like this for a book than to attempt to cut down the number of account books in use and perhaps journalize every transaction. Aside from the saving of labor to a bookkeeper through the use of books for special pur- poses, is the more important function of keeping the records clear to one who does not understand bookkeeping. Most busi- ness men are at sea when they try to understand an ordinary journal, but if a book is labeled "subscription record," or "adver- tising register," anyone with ordinary intelligence knows exactly what to look for within its pages. CHAPTER XVIII . THE DETAILED AUDIT (Continued) VERIFICATION OF INCOME It is obvious that a dependable analysis of frauds can never be compiled from accurate data, but an estimate prepared from long experience supports the assertion that nearly, if not quite, seventy-five per cent of defalcations and frauds are connected directly with a failure to account for income or cash receipts, and less than twenty-five per cent with methods of improperly divert- ing cash after it has found its way into the treasury. We will discuss as of the more importance the seventy-five per cent division. This, in turn, can be divided into two groups : the first embracing that class of frauds which consists in a fail- ure to enter in the books, or at least in the books which form a part of the double-entry system, any record whatever of the sale or delivery of goods or materials ; the second class includes those cases where there is a record of the original sale or delivery, but where the subsequent collection is omitted entirely or where the entry of collection is postponed until a later date. Obviously, the former methods will be the ones most easily concealed, and the auditor must, .therefore, be especially vigilant in this part of the audit. It is assumed that the auditor has secured a list of all books in use. This list should include not only the books which form part of the double-entry system, but also all those usually termed "memorandum" books, which contain original data, and from which the formal entries are compiled. When the audit is completed the auditor should be able to certify that, in his opinion, all revenue or earnings have been properly accounted for. This does not mean that the cash which was duly entered in the cash book and the sales which were in due course entered in the sales records were assumed to be all the cash receipts and all the sales without further investigation. A careful inquiry should be made, or personal watch kept, to 258 THE DETAILED AUDIT 259 see who opens the mail, and what record, if any, is made by such person. Sales: It is important to ascertain that all cash sales are accounted for. In nearly every business some sales are collected for at once and are not passed through the customers' ledgers. If the general ledger shows few such transactions, this should not influence the auditor unless he has made inquiry from some one other than the cashier. One instance may be cited where the auditor found that there were practically no cash sales accounted for. He inquired as to this and was informed that it was not the custom to make such sales. Further investigation, however, de- veloped the fact that the cash sales had been quite large, but that his first informant had pocketed the whole proceeds. In this case a rough memorandum was discovered which enabled the auditor to locate the entire shortage. It will be found the rule rather than the exception that there is some sort of record which can be compared with the cash book. The formal original records, which are nicely written up and which agree exactly with the other books, are not the ones the auditor wants. If he can find the first "originals," in rough form, perhaps, and very dirty and almost illegible, there is no doubt about the advisability of using such records in preference to the fair copies, because the latter are frequently written up by the same men who write up the final cash records. Professional auditors agree that original records corresponding closely to the above description have revealed to them perhaps more instances of fraud than any other source. The importance placed upon them cannot, therefore, be overesti- mated. The list of memorandum books required should include the original records of sales and the original records of shipments. Rarely are the order books or shipment or delivery books consid- ered as formal books of account, and it is perhaps fortunate for the auditor that this is so, because in many cases where the exain- ination of these records has revealed, fraud there has been great astonishment and usually indignation that an auditor should ask to see "memorandum" books. In most of these cases if the de- faulters had suspected that the books mentioned would be called for, they could readily have been destroyed or altered before examination. 26o AUDITING It is the auditor's duty to verify the income from sales as evidenced by the records or papers covering the transactions from the time an order is received until the goods have been de- livered. Wherever possible, therefore, he secures the order books and compares some of them with the ledgers to see that the orders were filled. If not, why not? It may be that through carelessness an order was not filled and that it was not reported. Here is a good chance to be of positive value to the client. Orders may have been filled and the proceeds collected and not accounted for. This should be discovered by comparing the shipping or delivery books with the sales records. Tests here are all that are necessary, because any system of fraud in this channel has been, in practically all known cases, continuous, so that a complete comparison for a few weeks or a month would cover the point quite as well as a more exhaustive com- parison. A fruitful source of inspiration in the effort to ascertain whether or not all the income has been accounted for is the bal- ance sheet — or the trial balance after closing, which may state the various items of assets in greater detail than the balance sheet. Proper thought should be devoted to each item to deter- mine the possibility of the income therefrom being omitted from the books. For instance, a mining company's balance sheet may show that it owns workmen's houses. The auditor will then have to find out if all of the rents of all the houses have been accounted for. Furthermore, where there are tenants he will usually find sales to them of coal or other fuel and all sorts of supplies. If he does not find any record of such sales, he should inquire why from some one "higher up." He should not take the cashier's word for it. These comments are merely suggestive and serve to illus- trate the idea that the auditor must not use the receipt side of the cash book as a basis for verifying the actual income or re- ceipts. He must work from every outside source he can find to the cash book, and he will then be reasonably safe. There is not the same difficulty with the cases in which there has been some record in one of the original books of account of a sale, the subsequent collection of the proceeds of which has not been accounted for, or in which although the sales have been THE DETAILED AUDIT 261 debited in due course to customers, the collections have not been credited. The former class will be disclosed by a good test of the foot- ings of the sales records, and the proof of the postings of same to the customers' ledgers. This has been fully covered. The instances where credits have been arbitrarily made to customers' accounts, but without corresponding entry in the cash book, have also been covered. Cash Discounts: The auditor should secure from the prin- cipals an authoritative statement of cash discounts allowed to cus- tomers, and with this as a basis a fairly exhaustive test should be made of the discount deductions or allowances as stated in the cash book. In rare cases the cash book will show net receipts only, in which event discounts are credited through an allowance book or journal, but as the latter method involves writing cus- tomers' names twice, no up-to-date concern would permit it. The discounts should appear in a column on the receipt side of the cash book, and next to the column containing the gross or net collections from customers. For convenience in posting, the gross amount is sometimes entered in the "Accounts Receivable" column. The total of the discount column must then be deducted therefrom in order to arrive at the cash balance. The better practice, however, is to enter the net cash collection in one column and the amount of the discount in the next. In posting, the two amounts should be entered "in short" on the credit side of the customer's account and the gross amount extended to the money column. Instances are known where cashiers have systematically overstated the discount allowance either by increasing the amount actually deducted or by entering a discount where none was claimed or allowed. This is a matter to which little atten- tion is directed in an establishment where the work of cashier and bookkeeper is performed by the same person, or where the posting clerks are mere machines, and can be depended upon to overlook fraud of this nature. In view of this probable freedom from detection and the numerous frauds which have thus oc- curred, the auditor must make a test thorough enough to sat- isfy himself fully. It is not likely that if there is anything wrong it will appear only occasionally, so that the test, while exhaustive 262 AUDITING as to the period covered, need extend over only a few days or weeks, depending on the volume of collections. Collections not Accounted for : We now come to what is be- lieved to be the most prolific source of fraud practiced, viz., the failure to enter in any book the collections from customers. The detection of such fraud is difficult and it will pay, therefore, to devote considerable time and space to the subject. The most common irregularity can be illustrated as follows : Customer A on January 2nd pays $112.53, say, by cheque; the cashier fails to enter the collection in his books. If he has made other collections in currency exceeding $112.53, ^^ 'wiH deposit the cheque and take the equivalent in currency from the drawer, thus obviating the necessity of forging the indorsement and hav- ing the cheque cashed, although the latter method is more com- mon than is generally supposed. In the first case the fraud might be discovered by comparing the details of the cash receipts with the details of the bank deposits as listed in the cheque stubs or copy books, but this record is not always available and auditors frequently find that where such a fraudulent practice exists the record of the bank deposit has been altered or made up to corre- spond with the cash book, which makes the comparison of no value. In most such cases the thief does not consider it safe to hold out collections too long for fear some one in the office will dis- cover that customer A has not paid and go after him. There- fore, on January 31st he decides that it will not be wise to hold up A's credit any longer, and accordingly credits him with $112.53 ill the cash book, and the amount finds its way to the ledger in due course. By this time the cashier is further in trouble: the customer B having on January 31st paid $250 (also by cheque) the cashier fails to enter the amount and thus creates a cash "over" of $137.47, which he removes from the cash drawer as soon as he can accumulate that amount of currency. Here again may be urged the importance of recommending to clients the daily deposit of all receipts — currency and cheques. There will then be far less opportunity for fraud afforded to a clerk dishonestly inclined. So it continues. The defaulter must soon credit B with $250, and he therefore calls on C's account, or by this time A THE DETAILED AUDIT 263 may have paid again. In all cases it will be found that the amount grows larger and larger until in many cases the discov- ery is forced without the aid of an outside auditor. In more cases, however, it goes on for years and unfortunately more than once such a practice has been in full force during, prior, and sub- sequent to, periodical audits by public accountants. Confirmations of Outstandings : The best way to detect such a defalcation is for the auditor to send out statements to all cus- tomers, requesting them to confirm the accuracy of the balance on a blank inclosed for the purpose, which in turn is returned direct to the auditor's office. This is the practice followed by many leading auditors, and where the client does not or will not consefit to such a course, the responsibility for the integrity of the customers' balances is squarely up to him. Every year the objections to this practice grow less, and no doubt within a few years the verification of customers' outstanding balances by cor- respondence with the auditor will be the rule rather than the exception. The old form was substantially as follows : Dear Sirs : In making our periodical audit of the accounts of we desire to verify the accounts receivable by direct correspondence with each customer, and we are therefore sending you (attached below) a memo- randum of your balance, which we would ask you to kindly compare with your books, advising us as to its correctness or otherwise. If the balance does not agree, please inform us fully as to the reason and amount of the differences. A stamped envelope is inclosed for use in replying. Very truly yours. Certified Public Accountants. Perforations here No 191 The balance of $ under date of charged against my account on the books of is correct Very truly yours, The above form, or some variation of it, was used exten- sively for several years, but it was found to be expensive and not entirely satisfactory. The fact is that where balances are correct there is no necessity for an acknowledgment. 264 AUDITING The most popular form at present is as follows : PLEASE EXAMINE this Statement carefully. If it is not correct, please communicate DIRECT with our Auditors, LYBRAND, ROSS BROS. & MONTGOMERY, 55 LIBERTY STREET, NEW YORK. giving full details of ainy differences. It consists merely of a rubber stamp used on the regular statement forms of the concern under audit and is more efiEective than any other method. The statements are of course prepared in the client's office in the usual manner — not by the auditor. The latter, however, should compare balances with ledger accounts before mailing and the mailing should be done by the auditor. For some accounts no statements are sent and a list thereof should be pre- pared and approved by the proper authority. Some auditors object to this procedure on the ground that customers who are in the habit of visiting the client's place of business are apt to disregard the request to take up differences direct with the auditor and in most cases will report direct to the bookkeeper any discrepancies. Even where customers are not accustomed to calling at the client's office they still insist on writing direct in connection with anything which concerns their accounts, as they do not or will not appreciate the value of an independent check. The auditor, therefore, cannot depend on having reported to him all discrepancies in customers' accounts through the plan suggested above. As a practical matter, however, the scheme will bring to light any systematic fraud, because all customers do not object to communicating direct with an auditor and if a bookkeeper has been systematically manipulating customers' accounts, one or more can be depended upon to so advise the auditor, in which case the latter is put on notice and other instances of fraud should be looked for. It has been found that this independent check is of value not THE DETAILED AUDIT 265 only in the disclosure of fraud, but also in the insight which it gives as to the condition of the accounts with respect to unad- justed items, allowances, etc. It is needless to say that some bookkeepers are careless and others lazy, and where this is so it is important for the auditor to find it out. In all classes of busi- ness various claims and errors crop out from time to time. Where these aflfect customers' accounts, adjusting entries should be made at once, otherwise the outstanding balances do not re- flect the true state of the accounts. If a bookkeeper is lazy or careless it will soon develop in the replies from customers to the requests for confirmations. In several instances this inquiry has demonstrated a very unsatisfactory condition where the cause was carelessness and not fraud. In many instances, however, carelessness leads to fraud. The very nature of a business will suggest to an intelligent auditor practically every source of revenue, special and ordinary. Where the auditor can check loose methods he may really be preventing fraud, and the auditor who prevents fraud is a very useful person. It is, of course, impossible in a limited space to suggest more than a bare outline of the procedure to be followed in ascertain- ing that all income has been accounted for. Income from Investments : As mentioned elsewhere, it is now a frequent practice for mercantile and manufacturing firms and corporations to invest a part of their surplus in income-bearing securities. By reason of the fact that these investments are out- side the usual transactions, the income therefrom is not usually subjected to internal audit. The auditor will obtain a schedule of all securities held dur- ing the period of the audit and will ascertain that all dividends or interest accruing thereon is properly accounted for. If any of the investments are in inactive stocks and the dividends thereon are irregular and cannot be verified through the usual channels, a schedule of collections should be compiled and submitted for approval to some one in authority. Where the investments are all grouped in one account, atten- tion should be called to the desirability of opening a separate account with each one, and noting at the top of the page full particulars as to the serial numbers of the bonds or stock certi- 266 AUDITING ficates, together with interest or dividend dates and similar information. If numerous, it would be best to have a subsidiary ledger or record for these details. Interest Receivable: Attention is called to remarks under "Interest Payable" (page ooo) and to Chapter XVIII, where it is shown that considerable carelessness exists with respect to the collection and payment of interest, apd to the danger of accepting bankers' figures as infallible. Interest on mortgage investments should be verified, as shown under "Income from Investments" (page ooo). Interest on other loans where the interest rate and other con- ditions are not always fixed in advance demands more attention. Few businesses exist, particularly those conducted by firms and individuals, where private loans or advances do not appear. These may be to friends, or business associates, or to employees, or to customers who request temporary accommodations. More frequently they will represent investments entirely outside the business and in connection with enterprises about which little is known. Any auditor who has had long experience can recall innumer- able instances where men have made fortunes in their own busi- ness and have squandered their entire surplus, and often most of their capital, in mines, plantations, patents, and all sorts of indus- trial flotations about which they had no technical knowledge whatever. Frequently these outside ventures commence with small loans, and it is here that the auditor can sometimes be of real service to his client. The client should be impressed with the necessity of keeping his own capital intact, and should not have so-called investments in loans to others while borrowing himself. The auditor should point out to the client that he is not a banker, but that if loans or advances are made to others, interest thereon at current rates should be paid promptly and that the loans should be cleaned up or materially reduced periodically — ^just as is required by a banker. Considerable space is devoted to this matter here because borrowers of this class are not, as a rule, prompt in paying interest, so that the failure to discover such collections will give an auditor a good opportunity to criticize unbusinesslike practices. THE DETAILED AUDIT 267 Interest on bank deposits is not often inquired into, yet it may be that credit is being given at two per cent when two and one half or three per cent may have been arranged. Therefore the auditor should always verify the rate actually in force. A rough calculation can usually be made with respect to the amount credited on balances. Cheques issued follow a well- defined course, except in special cases, so that the test of a month or two, based on average daily balances, will disclose whether or not the amount received is approximately correct. The auditor can often have one of the office staff compile these figures and thus reduce his own time thereon to a minimum. Discount for Prepa}mient : There is some difference between interest received on notes receivable from customers and cash discounts allowed by creditors for prompt or anticipated cash payments, although theoretically they both represent a profit or return upon the capital invested in the business. In one case the amount collected is almost invariably calculated at the legal rate of interest and is in effect an offset to the interest paid upon money borrowed. This will be apparent if the possibility of dis- counting the notes receivable is taken into consideration, in which case the interest on the notes is added to the face of the notes and the bank discount is deducted therefrom. It is not customary or necessary to credit the interest to one account and charge the discount to another account. The rate of interest allowed for prepayments is purely arbi- trary and fluctuates to a considerable extent. Most concerns wish to know the amount realized from this source and a sepa- rate ledger account should be kept for it. Trade Discounts : Trade discounts are direct deductions from the purchases on one hand and from the sales on the other. That is, no ledger account should be kept for trade discounts, and the term itself rarely appears in books of account. The test of a trade discount is the rate. In some lines of business a discount of seven per cent is allowed for payment within thirty days. This is not a cash discount, as no business house would pay the rate for money which is implied by the rate of discount. Therefore, the concern which receives the discount cannot credit it as an interest earning. As a matter of fact, it is a common occurrence for notes to be given, in which case the 268 AUDITING seven per cent is deducted from the face of the bill and interest at the rate of six per cent per annum added to the balance for the term of the note. This clearly establishes the fact that the de- duction represents a trade and not a cash discount. The distinction, therefore, is based on the answer to the query: Is the rate one which is obviously granted for anticipa- tion of obligations not due? For instance, the strict enforce- ment of the terms "two per cent ten days, net thirty days" indi- cates that the two per cent is an earning and not a deduction from the purchase price. As a general rule any discount in excess of the terms just mentioned may be treated as a trade discount. For an argument in favor of entering trade discounts in the books of account, see page ooo. Rents Receivable: Where the item of income from rentals is inconsiderable the records relating thereto are not apt to be in good condition for auditing. If the item is a considerable one, reference should be had to the suggestions under the audit of "Real Estate Accounts" (page ooo) . In the first place a complete list of all rentable property is essential, and next in importance is a schedule of rentals which should be received therefrom. With these two points covered the auditor can make a satisfactory audit. The premises should be inspected and note made of vacancies, if any. Vacancies during the period should be listed and verification secured from some source independent of the clerk in charge of the col- lections. The author had nearly completed the audit of a small railroad company when this question arose. The balance sheet disclosed the ownership of some rentable buildings. When asked for the records relating thereto, the treasurer attempted to defer the in- quiry, but after a list was secured and the possible income cal- culated, he confessed that he had misappropriated most of the rent collections. The amount was comparatively small — a few hundred dollars out of total income of several millions — but the ordinary income was controlled and checked by other depart- ments and he seized the only opportunity for fraud which seemed safe. Where collections are in the hands of reputable agents, who THE DETAILED AUDIT 269 render periodical statements, it will not be necessary to check the income in so much detail, but careful inquiry should be made to satisfy the auditor that the agent has charge of all the property, and that the statements, when received, are checked both as to collections and deductions. It is obvious that the auditor will trace into the cash receipts the total amount turned over by the agent for the entire period, and if there is the slightest doubt as to the genuineness of the statements submitted, the auditor should request the agent to hand him a memorandum of pay- ments for the period. Realizations from Items Previously Charged to Profit and Loss: Among the miscellaneous items of income which may be found in almost any business, and to which the auditor should pay particular attention (chiefly because it may not be expected), are subsequent realizations from assets which had been charged off to Profit and Loss as uncollectible. The procedure is not so difficult as it appears at first sight, because the number of debits to Profit and Loss over a period of years is not usually very great, and as only a small proportion of these items can, in any event, admit a subsequent realization, it will not be much of a task for an auditor to analyze the "possible" items and scrutinize them with the sole object in view of probable or possible collec- tions. Customers' accounts are the most prolific source of delayed realization, as they are often written off after bankruptcy pro- ceedings have been instituted, and before the final dividend has been paid. Some bankruptcies extend over a long period of years, so that every such account written off should show beyond any doubt that a final dividend has been received. Where accounts have been written off without any evidence that bankruptcy proceed- ings were ever started, the written authority for such action should be submitted to the auditor. Stocks, bonds, loans receivable, and similar items are some- times written off before the properties or persons represented thereby have finally been adjudicated bankrupt or otherwise definitely declared to be hopeless. This line of inquiry does not require much time, but experience has proved its worth. Consignments and Goods Out on "Memorandum" : As care- 270 AUDITING lessness is apt to exist in connection with all transactions which are out of the regular routine, the auditor should carefully inspect the records relating to charging out, keeping track of and collect- ing the proceeds of goods sent out on "memorandum" or "on sale," both of which are trade terms for consignments. If not charged to the regular ledger account of the consignee (which may be inadvisable), the record of outstandings should be kept in a substantial loose-leaf binder in form and in dignity equal to the ordinary customers' ledgers. It is necessary to create an impression of permanence about the records in an office, or the data which are considered to be temporary will be kept in an unsatisfactory and careless manner. The record should be looked upon as a running account and all freights, drayages, insurance, and other charges posted thereto as incurred. In support of the memorandum or tem- porary records which are closed, the auditor should be furnished with evidence that the terms and conditions are in order. Usu- ally the correspondence relating thereto will be sufficient, pro- vided it carries the authority of one competent to fix such terms. A careful test of the accounting for the net proceeds as shown to be due by the record just described will then be made. If the test proves that no loss is likely to have occurred, there is no necessity for a complete verification. Where consigned goods have not been accounted for when the books are closed, the consignee should be asked for an ac- count current up to the date of closing. Based on this, credit may be taken for the proceeds of sales actually made. The balance will be treated as stock-in-trade and valued on the basis described on page ooo. Goods which have been charged out at selling prices and appear as accounts receivable will likewise have to be treated as stock-in-trade and the valuation adjusted to the proper basis for balance-sheet purposes. Goods Received for Sale: Where the concern under audit is the consignee, the accounts will be handled dififerently. If the goods received are to be sold on commission for account of the consignor, then the income will consist of a commission on the selling price, or perhaps the gross amount realized above a cer- tain fixed price, or some one of the many other understandings upon which consignments are received. THE DETAILED AUDIT 271 The auditor must have access to the exact contract between the parties in order to test the accuracy of this income. In many- cases the agreements are verbal or are based on correspondence more or less conflicting as to definite terms. Misunderstandings frequently arise betwreen the consignor and the consignee, due principally to the failure of the minds to meet before the con- tractual relations commence. The auditor will usually have an opportunity to urge the desirability of an explicit contract being entered into at the outset and the furnishing of a copy to the client's office, so that the terms and conditions of each consign- ment may be noted in the books. Where a consignment is only partially disposed of when the books are closed, care must be taken that the unsold goods are not included in the inventory. A record of the quantities on hand should be made, but the values should be entered "in short" and a memorandum made that the items belong to the consignon Inquiry should be made as to whether such goods are in- sured, and if so, in whose name. If in the name of the consignee, the policies must contain a stipulation covering the facts of title. On lots partly disposed of, credit may be taken for the pro- portionate commission or profit on goods sold and delivered, but no income should be taken credit for on unsold or undelivered goods. In order to satisfy himself that the accounts are in order the auditor should request that pro forma account saleS be made up for all open consignments. The quantities not yet disposed of should be checked with the inventories and the accrued earn- ings can also be verified. The account sales should be scrutinized in order to see that all legitimate charges are made to the consignor. Commissions and freights are not usually forgotten, but careless clerks do not always include insurance, cartage, allowances, and similar items which may be permissible. Other items, such as extra charges for special services, postage, etc., may not be thought of, but as items of this nature are charged by some commission houses, it is always pertinent to inquire whether the matter has had full con- sideration. Sales not Delivered: In closing books there seems to be a temptation on the part of most concerns to anticipate all profits in sight. Therefore, where sales have been made for future deliv- 272 AUDITING ery, the tendency is to charge the goods and create an account receivable or make some adjustment of the profit and loss ac- count to include the profit which it is expected will be realized. Conservative business men do not follow this course, but expe- rience proves that it is followed often enough to compel an au- ditor to be constantly on his guard. In the automobile trade, for instance, sales are effected and substantial deposits or part payments received long before the cars are delivered. But no profit has been realized and may never be realized, so that the inclusion of this hoped-for profit in a profit and loss account is absolutely wrong. Thousands of such sales are never consummated by reason of the failure of the factories to build the cars. The sales have been canceled and the deposits returned, and all expenses incurred thereby have not been compensated for. In other cases the goods may be on hand or in process of manufacture, so that the expectation of being able to deliver is based on a sounder hypothesis, but the rule is precisely the same. No profit must be taken until a delivery or a tender has been made and the sale is converted into a valid claim against a sol- vent debtor. There is some merit in the contention that where sales for future delivery have been made, and the goods are on hand ready to ship, the goods may be inventoried at something more than manufacturing cost. That is, the expenses of sale having been incurred to this extent, the period in which delivery is made should be forced to bear its share of the burden, and such ex- penses should be carried forward as an asset under the caption "Deferred Charges to Operations." These expenses may include sales expenses such as commissions, traveling, salaries, advertis- ing, etc., but must not include any part of fixed charges such as rent, administration expenses, etc. Where part of the sales price has been collected in advance or deposits have been received, such items should be separately stated on the balance sheets, as they do not constitute trade lia- bilities, but on the contrary are evidences of prospective profits. But as already stated, the prospective profit must not be antici- pated, and if sales not delivered have been charged to customers, the auditor should eliminate such items from the accounts receiv- THE DETAILED AUDIT 273 able and the sales account and add the goods to the inventory at their cost. There may be many a slip between the order and the profit- able closing of the transaction, as Judge Clark said in the Amer- ican Malting case (see page 595) : These contracts were to deliver at a future time a product not yet made, from raw material, not yet purchased, with the aid of labor not yet expended. The price agreed to be paid at that future time had to cover all the possible contingencies of the market in the meanwhile and might show a profit, and ran the chance of showing a loss. Sales of Building Lots : In the audit of a land or real estate company it would at once occur to the auditor that he must look carefully for receipts from sales of building lots. Now the last places to look at are the receipt side of the cash book and the sales book or other record of the sales, although when he asks for a record of sales, that is the point to which he will be directed, and at least nine out of ten times the client will expect him to take these records as starting points rather than to con- sider such a record as a goal toward which he is working. There probably never has been a land company which did not issue a map of its property nicely marked off into lots with a number and block for every lot. What could be simpler than for the auditor to take a map and one of the printed pricelists usually available and proceed to account for every lot? All lots sold for less than list price should pass inspection by a duly authorized officer. All lots not accounted for as sold should be on the "for sale" list or else specified as being set apart for particular pur- poses, these purposes to be evidenced by resolutions of the board of directors or other authority properly expressed. As most lots are sold on installments, the auditor will then look for collections of interest on the deferred installments and will require that every such item be accounted for. And so through the rather simple processes of most busi- ness enterprises it will be possible to think out the sources of revenue instead of using the books as a guide, for by so doing the auditor will avoid the danger of being influenced by the entries which are shown therein and thus lose sight of the fact that those entries are not all which should appear. CHAPTER XIX THE DETAILED AUDIT (Continued) PURCHASES AND EXPENSES Vouchers: It must be admitted that the examination of vouchers is necessary and valuable, but with respect to relative importance, such work will be classified down toward the end of the list. If a careful comparison of vouchers with cash books would disclose improper or extravagant purchases or expenses, the very considerable work involved would be justified, but, unfortunately, the ordinary voucher, so-called, is usually little more than a receipt for a given sum of money and is usually of so little practical use that many concerns never insist on vouchers nor do they preserve them when they are furnished. Of course, this is a matter which should not be discussed with anyone whose accounts are being audited. Where vouchers are taken, an auditor should call for vouchers covering all pay- ments and require that they be arranged in order to correspond with the cash-book entries. He should not allow it to be known that there is any probability of his not checking any part of the vouchers, or it will be difficult to secure them properly and have them arranged in order. If a cheque bears on its face or back any indication of its purpose, it is the best receipt for money paid that can be secured. If it bears no evidence as to its purpose, but can be readily identified with a particular bill or invoice, it still is a better voucher than a receipted bill. The comparison of vouchers with a cash book without the identification of the entries in the cash book with the cheques is- worse than negli- gence, for the sole purpose of vouching cash is to ascertain, as nearly as possible, that the payments represent an equivalent in value to the payers and that the equivalent — that is, the dis- charge of a like liability — is received when the cash is paid. A mere receipt for so much money, which can readily be forged, is poor evidence of a legitimate payment, but a paid cheque, prop- erly indorsed and otherwise identified as representing a definite 274 THE DETAILED AUDIT 275 liability, is pretty fair proof that the money has reached a cred- itor ; and if the auditor follows it up by a careful scrutiny of the documents supporting the cheque, he is on the right track. It must be remembered, however, that a paid cheque unsup- ported by other documents is not conclusive evidence of the pro- priety of a payment. This is well illustrated by the following instance in the author's experience : The accounts of a district school board which had passed out of existence were to be audited. Only a small amount of funds was handled, the total collection of taxes for district school pur- poses being about $15,000 per annum. The records submitted to the auditors were fairly complete, with the exception that no paid bills were turned over to the new board. The paid cheques, how- ever, were intact, the cash book had been well kept, with some attempt at classification of expenditures, and the minute book contained complete lists of all the bills approved for payment by the board at its meetings. Every disbursement recorded in the cash book was found to be supported by a paid cheque, and all the payments had been duly authorized by the board. Most of the payments were of very moderate amounts, and thus far everything appeared to be in order. Practically nothing had been seen to arouse the au- ditor's suspicions. Several payments, each for a little less than $150, had, however, been made to a wholesale drug house and a pharmacist respectively. The auditors could not think what articles aside from sponges would be purchased from these sources, and concluded to obtain duplicate bills so as to ascertain the nature of the articles purchased. The request for such bills was in both cases met with the reply that no payment of the amount mentioned had been received from the school board. Further investigation developed the fact that the indorsements on the cheques had been forged, which fact the auditor could not know from an examination of the cheques themselves, as they bore evidence of having passed through bank in the usual way. It finally developed that the indorsements had been forged by a member of the school board. . Furthermore, even a bill certified as to receipt of the articles shown thereon, approved for payment by the authorized offi- cials, and evidenced as to actual payment by an indorsed cheque 276 AUDITING which has passed through bank in the regular manner, may not be conclusive evidence of the honesty of a transaction. Another school board (not the one mentioned in the preceding para- graphs) had purchased a piano for $450. The documents sup- porting the payment were all in regular order, and the piano itself was in existence as proof of the fact that the article charged for on the bill had actually been received. The auditors, how- ever, made a personal visit to the store where the piano had been purchased and without revealing their identity made inquiries as to the prices of various styles of pianos. They were offered exactly the same style of piano for which the school board had paid $450 for $275, and this without any "haggling" over the price. The piano concern later admitted that when it re- ceived the school board's cheque for $450, it (the piano concern) paid $200 in currency to the bearer of the cheque. Of course, the "refund" never found its way back into the school board treasury. In small concerns many items of payments will be posted direct to expense and other general ledger accounts. The vouch- ers for such items should include complete evidence of being genuine. The best vouchers for payments posted direct to per- sonal accounts are the paid indorsed cheques, because the credit side of the personal ledger accounts will have been compared with the original invoices, so that very little evidence of the dis- charge of the obligation is required. An auditor can be of great assistance to his client by looking into the various operations surrounding a payment as well as passing on the question as to whether or not it is a bona Me transaction. Purchase Invoices: The bill or invoice should bear on its face all the proper marks or initials to indicate that the goods or ma- terials were received in proper order as to quality and quantity ; that they were as ordered, which includes an approval of the price, provided it was recorded at the time the order was given, or an approval by a responsible and authorized ofificial where the price was not fixed in advance ; that if the quotation was "de- livery free," freight was not paid, or, if paid, has been charged back to the vendor ; that where custom permits or any other indi- cation appears of a cash discount being in order, it was deducted ; THE DETAILED AUDIT 277 that in all other respects the purchase was in order, including the checking of the calculations, the notations as to the department or account to be charged, etc. Inquiry should be made as to whether the receiving clerks keep an independent record of all goods received irrespective of invoices to cover, and whether the subsequent comparison of these records is carried out intelligently and completely. As stated above, these invoices should be thoroughly tested to ascertain the internal method of checking their accuracy, but the auditor should never, as a matter of course, attempt to verify the whole of the purchase vouchers unless he has a further pur- pose in view than to "audit the books." In a large concern the auditor does not think of examining every purchase invoice. He makes copious tests and if nothing suspicious is discovered, is willing to certify that the accounts are correct. An auditor should not inspect every voucher even in a small establish- ment unless there is some special reason for doing so. There are many more important things to do in an audit, and the time spent on vouchers must bear a proper relation to the other time and to the fee, if it is to be fair to the auditor and to the client. It is true that some books and articles on auditing recom- mend the examination of all vouchers, but these are not based on successful experience nor upon a proper realization of the service which the client is entitled to receive. Where a system of internal check is in force, it will not be necessary to inspect every invoice; a complete test should be made to see that there is a strict compliance with the rule hereto- fore mentioned, but this test will be complete by taking, say, three or four months out of twelve and examining each item, always including the last month of the period. The auditor should then look over the cash book very carefully for the other eight or nine months, and in connection with his analysis of the ledger accounts he can note any unusual or suspicious-looking item and call, for the voucher covering it. This will obviate the necessity of checking over the mass of documents which he has satisfied himself by his general test to represent purchases for the proper and ordinary purposes of his client. The analysis of the ledger accounts is important wherever charges have been 278 AUDITING made to plant accounts. These must always be supported by proper vouchers. In making the test care must be taken to ascertain that bills are made out to the concern under audit and not to its officers or clerks. Of course, where the disposition of the things purchased is checked such an irregularity would be disclosed. It is important to know not only that the entries purporting to represent purchases made are proper, but that all invoices for purchases actually made have been entered previous to closing the books. This can be quite satisfactorily tested where there is an adequate system of recording purchase orders issued, of keep- ing record of incoming goods, and of checking invoices against order and receiving records. The comparison of creditors' state- ments with the accounts payable record should under ordinary circumstances also enable the auditor to detect the omission of purchase invoices. In the case of Irish Woolen Mill Company, Lim. v. Tyson and others, which is more fully referred to in the chapter on Liabilities of Auditors, the auditor was held liable for negligence in having failed to detect the intentional omission of purchase invoices when the books were closed and the subsequent entry of the invoices in the following fiscal period. The purpose of the company's secretary was to make a better showing than its opera- tions and financial condition justified. The court held that the auditor, who had made monthly audits for a number of years, should have had his suspicions aroused by the fact that invoices were charged into each period which, according to their date, belonged in a previous period, and that had he then made the investigation which this suspicious circumstance called for, the fraud would have been detected. Missing Vouchers : These ar^ a source of much needless work to many auditors. If an audit is being made and no evidence whatever of fraud is found, and if the payments for which vouch- ers are not submitted appear in every way to be regular, it is usu- ally a waste of time to list them in detail and consume a lot of time in having them located. In most cases they will not be found, as many vouchers are never returned or are mislaid or lost in the mails. No specific rule can be formulated with respect to missing THE DETAILED AUDIT 279 vouchers, but the author wishes to go on record as opposed to the contention of some auditors who regard this point as a very serious one in every audit. The experience of the author has been that where a cashier enters an irregular or wholly fic- titious payment, he will always be sure to have a voucher to cover. Vouchers for Petty Cash Payments, Pay Roll, etc.: Where payments are made covering expenses and wages, and for similar purposes, and where there is no ledger account with the payee, great care must be taken to ascertain that the amounts have not been overstated, either by fraudulently raising the figures on the bill or memorandum or by entering a larger amount in the cash book than the voucher represents. Petty Cash: Vouchers are often altered and petty cash pay- ments are frequently the subject of manipulation. Junior clerks see how easy it is to hand in a memorandum calling for $10 post- age when $5 is all that is necessary, or, in fact, used, and they gradually extend their field of operation until large sums are ab- stracted. Postage or mail books are in general use in England, and if more generally adopted here would save many a boy from the penitentiary. It is a grave responsibility for any employer to permit, or any auditor to approve, a loose or inefficient system for handling petty cash, postage, etc. A large percentage of young boys who are employed in the business districts of our large cities and who have access to or can draw from petty cash funds, are constantly following the races through the worthless afternoon papers, through pool- rooms, or in other ways. Conversations in large offices often indi- cate the keenest interest in the results of the races not only near New York, but throughout the country. Professional auditors should take a firm stand on all questions, public or private, which affect gambling. Coming back to petty cash vouchers, in view of theinfor- mahty of many of them, the auditor's best protection is to have some responsible person scrutinize the payments, rather than the vouchers themselves, and indicate his approval by initialing each page or each month of the petty cash book. The whole question of petty cash vouchers is one which calls for the exercise of good judgment rather than the application of fixed rules, and the 28o AUDITING auditor should take this view of it rather than feel that it is merely a matter of comparing pieces of paper with certain entries on the payment side of a cash book. There is no great objection to examining every voucher where the concern is not too large, and where the auditor has plenty of time, and where he does it properly, but he should relegate the inspection of vouchers to its proper place and, if pressed for time, he should attend first to more important matters. Where a test is considered sufficient the auditor may verify all of the vouchers for a certain period, or all vouchers exceeding a certain amount for the entire period. There are numerous ways of handling pe ty cash, but unfor- tunately most of them provide little or no check upon the cashier and furnish afterward no evidence of the faithful discharge of his trust. The method of charging all petty expenditures in a lump sum to an expense account known as "petty expenses" is a most com- mon one, and one that is highly undesirable. The older method of paying such expenses out of incoming cash or of cash received from cash sales, and oftentimes of not making any entry what- ever, is still worse. The most satisfactory method is that known as the "imprest" system. The petty cashier is provided with a fund of $ioo or $500, or whatever amount is necessary to meet the average ex- penses of two weeks or a month. This amount, when paid to him, is charged to an account in the general ledger known as "Petty Cash Fund" and stands undisturbed from month to month. The petty cashier keeps a cash book provided with a column for each of the principal expense items, such as Office Supplies, Factory Supplies, Postage, Stationery, and Printing, etc. He continues to pay from his cash fund until the balance gets low, or until the end of the month, when he rules off his book, pre- sents it to the cashier together with his vouchers, and receives in exchange a cheque for the exact amount of his expenses. This and whatever cash balance he had left make up the original petty cash fund. The general cashier in recording the cheque on his records does not charge "petty cash," but he charges the various THE DETAILED AUDIT 281 expense accounts direct, posting from the footings of the columns in the petty cash book. In some instances a loose summary sheet is used to which the vouchers are attached and on which they are entered in de- tail. This system does away entirely with the petty cash book, and the summary sheet and supporting vouchers become the authority for the issuance of a refunding cheque to the petty cashier. Organization and Similar Expenses Which Affect More Than One Year's Operation: If the expenses incurred in the organiza- tion of the company, such as incorporation fees, legal, engineering, and other expenses, engraving bonds and stock certificates, transfer fees and stamps, etc., are more than can fairly be charged into current expenses, it is permissible to spread the charges over a term of years, preferably three, and not more than five. But it should be ascertained whether or not the promoters (if the en- terprise was "promoted") agreed to pay any part of these ex- penses. This is a matter of increasing importance, as a number of corporations are being organized where this obligation is assumed by the organizers. Other items, such as advertising and exploitation expendi- tures which are intended to produce future business, may not appear to be a proper charge against income which could hardly have received the benefit of such payments. An auditor may pass the carrying forward of any legitimate expenditure which has been incurred solely for the benefit of future business, pro- vided that in his judgment the setting up of the deferred charge, and its consequent inclusion as an asset, is justified by its prob- able value to the future business. But it is not enough that the expenditure has been made. For instance, a large number of circular letters calling attention to a special sale in January may be sent out in December. If the auditor commences work in February and finds that the cam- paign was a total failure, it would be rather misleading for him to certify to the accuracy of a balance sheet as of December 31st showing the entire expenditure as an asset. An auditor should be willing to back up his opinion by his certificate. If in his opinion expenditures of this nature are actu- ally deferred assets, he should so certify. It should, however, be 282 AUDITING noted that the most successful concerns carry on selling cam- paigns all the time, and there must be some limit to the postpone- ment of the actual charges to current operating. In the discussion of a paper presented at the 1908 meeting of the American Association of Public Accountants in which the matter of deferred charges was mentioned, George O. May, C. P. A., said : A further point raised by one of the speakers was as to the carrying for- ward of expenses on seasonal business. I think this is a dangerous practice, especially where there is a big asset of good will. I think the more con- servative view to take is that the expenses necessary to keep up the next season's business are effectively an expense for preserving the good will of the business. As regards the buying expenses of a department store, I do not think any valid objection can be taken to these being included. In my experience it has often been found, in fact generally, that department stores do not take into account discounts on purchases on the one hand, or buying expenses on the other, and that these about offset each other. If the business is not successful there will be no future profits to which the deferred items can be charged. Therefore, the auditor should use every argument he can muster to induce his client to absorb these expenses as soon as possible, and never carry them forward unless it would be improper, from every point of view, to include them among the current expenses. More than one enterprise has been wrecked by the failure to look preliminary or establishment expenses squarely in the face. The temptation to state the current operations in such a way as to show a profit has been too strong, and so they have gone along from year to year, the burden increasing instead orf diminishing, with an inevitable day of reckoning when it is realized that lia- bilities cannot be liquidated with capitalized expenses. The recent report of an automobile business stated that the auditors had insisted on charging ofif all of the expenses of estab- lishing branches which previously had been carried as an asset. The monthly reports had shown big profits, which had been largely paid out in dividends, with the result that the working capital had been reduced to an amount below the safety line. If auditors with the courage of their convictions had been con- sulted earlier and had called attention to the overstatement of profits, the company's credit would probably not have been im- paired to the extent it was, THE DETAILED AUDIT 283 Extraordinary expenditures, such as repairs and renewals incident to accidents or storms, are sometimes capitalized at the time with the expressed intention of spreading the loss over sev- eral years. The same situation arises where accident insurance is not carried, a certain percentage of the gross receipts being set aside to a reserve account to pay losses, and the payments being in excess of the reserve. Quite frequently the debit balances so created are carried forward as an asset until subsequent ac- cruals wipe out the deficit. This practice is not sound, because in the last analysis it simply results in setting up on the balance sheet accounts which are in no sense of the word assets. If the word "assets" means anything at all, there can be no justification for the inclusion of items of maintenance, expended because of necessity, and which do not tend to improve the physical or financial position of the enterprise. It may be that these charges, if incorporated among the costs and expenses of a current period, tend to hide the normal opera- tions, but if the unusual item is clearly set forth this procedure is preferable to making direct charges to surplus. It may be hard to resist the temptation, but the practice is to be condemned. It may not sound well or look well, but it has the advantage of por- traying the actual state of affairs, which is not the case when an attempt is made to designate an expense account as an asset. Directors who realize their personal responsibility for dividends paid out of capital will not vote for a distribution of earn- ings which does not take into account expenses actually in- curred. All payments for insurance, bank discount, rent, taxes, dues, subscriptions, and similar items should be scrutinized in order to determine the proportion, if any, which applies to a subsequent period and thus constitutes an asset when the books are closed, in the form of a deferred charge to the future operations of the business. In order to save the auditor's time he may request one of the client's clerks or the insurance broker to calculate the prepaid items, in all cases testing the accuracy of their work. Where discount on bonds is carried as a deferred charge to operations, the auditor should verify the amortization calcula- 284 AUDITING tions. If this provision is not in order, an adjustment should be made before the balance sheet is certified to. Legal Expenses and "Graft": If charges to legal expenses consisted merely of current bills from attorneys, no special men- tion would be necessary, but the account is such an elastic one that it requires special and careful attention. In some lines of business secret commissions are paid to the purchasing agents of customers. In spite of the publicity which such practices have received during the last few years, "graft" still exists and no doubt will flourish for years to come. Where the recipients are unusually sensitive it is customary to charge the amounts paid to legal expenses or some other account which serves to screen the true purpose of the payments. From an accounting point of view this is, of course, highly objectionable, because it permits sales to go through with what are almost in- variably excessive gross profits without the chance of charging against such sales one of the direct expenses connected there- with. Legal expense is not usually regarded as one of the iteins of selling costs, and the auditor who suspects the truth can hardly restate the accounts to accord with his suspicion. The vouchers for such payments will be signed by some responsible officer of the corporation or a member of the firm, so that the honesty of the disposition of the funds can hardly be questioned. Some years ago an auditor of high standing discovered m the audit of one business that a commission had been paid to the superintendent of the plant owned by another client. He in- formed the latter, but was not profusely thanked for his informa- tion. The other corporation learned of the fact, called it a gross breach of trust, and declined to pay the auditor's bill. If an auditor feels that the morals of his client are to be judged along with the accounts, he should have the courage of his convictions and so inform the client before the work is started. He will not then have to charge ofif his bill to bad debts. Repairs pnd Renewals : In the audit of a large manufacturing establishment this will be the most troublesome account upon which the auditor will be called to pass. The underlying ptirpose of the audit of expenses is to ascer- tain as far as possible that an equivalent was received for the liability assumed, but the improper application in the books of THE DETAILED AUDIT 285 the expenditure for repairs and maintenance may upset the ac- curacy of a balance sheet in spite of the fact that value was re- ceived for the- liability assumed. That is, the expenditure for repairs or for renewals may be charged to plant or some other asset account instead of to current operating expense, thus inflat- ing the assets on one hand and the profits on the other. It must be kept in mind constantly that tacit conspiracy usually exists to bring about this very result, and the auditor will be apt to find strong forces arrayed against him as soon as an accurate account- ing for maintenance items is begun. The ordinary manager, superintendent, or foreman seems to feel that it is a reflection on him individually or on his depart- ment to incur any considerable expense on renewals and repairs which he knows will increase his cost of operating. He knows that an item charged to an asset account will not be charged against him, so it is no wonder that an analysis of plant accounts sometimes discloses remarkable items which are in no sense of the word betterments, but current maintenance. In order to make a complete audit of items which should be charged to repairs, the charges to plant accounts must be an- alyzed. Allowances and Returns: There are two very good reasons for a careful scrutiny of all credits to customers, the first being that by means of unauthorized credits fraud may be concealed. That is, cash collected from a customer is not accounted for, and subsequently, to avoid discovery, the ledger account is closed by an entry which indicates that goods have been returned or that an allowance has been made. The second reason is that in the absence of fraud there may be carelessness both in the manner of granting credit for allow- ances and returns and in the record thereof. For instance, some automobile dealers deduct freight from credits for returned defective parts ; others do not. To a dealer doing a large business this makes a difference of several hundred dollars a year. In some concerns full credit is not given where goods are returned simply on account of an overstock. In others, there is little or no check on the returns and full credit is allowed. The auditor should, therefore, examine the record which has been kept and see to it that so far as possible the entries are 286 AUDITING approved by some responsible official and that no abuse has been made of the return privilege. In order to test the integrity of the entries, it may be desirable to call for the correspondence in con- nection with a certain number of items. Goods returned are not purchases, but deductions from sales, but so far as stock records are concerned they should be treated as purchases and tests should be made to see that the entries in the return book are posted to the stock sheets as regularly as those in the purchase records. Otherwise an opportunity might be afforded to a stock clerk to ship goods without accounting therefor. Separate columns should be kept in the allowance and return book, as allowances may or may not be posted to a separate ledger account, while returns are always deductible from sales. The newspapers recently reported a case wherein it appeared that the bookkeeper of a baking company had manipulated his books by crediting customers with excessive returns. The fol- lowing is the police account, in part: He (the bookkeeper) left the firm the early part of this month, and when his books were examined, the firm found a shortage of more than $1,500. He admitted entering in the books to the credit of customers a greater number of loaves of bread daily than were actually returned by the firm's drivers. Empties: In many lines of business shipments are made in bottles, boxes, barrels, or other form of package, which have a residual value, the test of the latter being the cost, durability, and expense of return. When no charge is made for the package and credit is allowed for returns, there is the equivalent of a purchase, provided the allowance is not more than the open market price. If the credit is at a higher price than the market, the excess is clearly a deduction from sales. If credit is passed only upon return and the allowance is not more than cost, no record need be kept of those outstanding, as it makes no difference whether or not they are returned. If a separate charge for packages appears on the invoices, there is no difificulty in keeping track of the aggregate charged for and the aggregate returned, if the informa- tion is of value. In the case of kegs, crates, syphons, etc., for which no charge THE DETAILED AUDIT 287 is made, but which must be returned, the most common, and probably the most satisfactory, method of handling is to note the quantities in the sales book and post the items to the cus- tomers' ledger, in which a special column should be provided on both debit and credit sides. If this system has not been in force, a very careful test of the records should be made, as errors usually exist, and they may be unnecessary as well as expensive. The method of inspection and of passing credit should have the auditor's attention. If the receiving clerk is careless or ineffi- cient, the number of packages returned may not be verified and damaged or broken packages may be passed as in good condition. The clerk in charge of the credits should not be allowed to settle the custom of the house with respect to prices to be allowed, freight payments, etc. If packages are charged to customers at a substantial increase over cost, and if permission is granted for return at the same price, the auditor must provide a reserve to cover outstandings when the books are closed. Where packages are furnished free with an obligation to return, it must be assumed that customers treat the obligation lightly and that a considerable proportion will not be accounted for, in addition to the usual losses and breakages. If feasible, an attempt should be made at some convenient time to secure an actual inventory of packages on hand and within reach that are positively known to be recoverable. A comparison of these fig- ures with the book inventory would form a sound basis for a depreciation or expense rate. Salaries: In all cases a pay-roll book showing names, posi- tions, and salary rates of all employees should be kept. This does not include workmen and others whose compensation is re- ferred to throughout this book as wages. The book should be arranged with thirteen columns, to cover three months' time. Each column should be initialed by an ex- ecutive. The cashier should have written authority for each change in rate and for each name added. If one cheque is drawn for an entire pay roll, the auditor should verify the footings of, say, every third week. Salesmen's Commissions: Examine contracts and note provi- sions as to percentage, territory, and particularly as to whether 288 AUDITING commissions are payable on delivery of goods or on collection of accounts; also whether based on gross sales or on net proceeds after deductions for cash discounts, freight, etc. Traveling Expenses, Entertaining, etc.: Examine contracts of salesmen, if any, to see if limit has been placed on traveling and other expenses. If contracts are not required, inquire of manager if any understanding of this nature is in force. In many concerns the utmost liberality prevails in such allowances, but sentiment along these lines is changing and sales- men are being held to a stricter accountability than was formerly the case. The auditor, therefore, should take pains to make inquiries on this point at each audit. Vouchers for traveling and similar expenses should be ap- proved by some one in authority. The auditor is interested in seeing that railroad mileage is properly accounted for. Mileage may be carried as a separate account on the ledger, if it is large, or it may be regarded as cash and included in the cash figures. When it is given out, the full amount in the book is charged at cost against the Traveling Advance account of the one who is using it. When it is returned, credit is given just as if cash were received. Wages : In the audit of a business where many employees are found it will be necessary to devote some time to a consideration of the system in force, with respect to time records and wages payments. It is a well-known fact that receipts are worthless so far as being a check on the amount paid. It may be valuable to a concern to have a receipt from each man to guard against sub- sequent disputes, but these receipts are of little real value to an auditor who is attempting to prove to his own satisfaction that the aggregate amounts of the pay-roll payments have reached the hands of those entitled thereto. The auditor must think this out for himself in each audit, but it is suggested that the best check on wages payments is to use as many people as possible during the various stages from the point where the time is recorded to the final handing out of the envelopes. If the latter, for instance, is done by an employee who has no access to the rolls or to the cash, it makes a good check. If an auditor is on hand when the men are being paid ofif, he should supervise the operation or take THE DETAILED AUDIT 289 a more active part, if feasible. Obviously, this procedure would be of no value unless it was done without notice to anyone. A few large corporations have tried the experiment of paying exclusively by cheque, but it is believed that the plan has been abandoned by most of them. The auditor must direct his attention to two main points, viz., the records which may be kept accurately, or inaccurately, and the clerical force in charge of the records, who may be honest or dishonest. Fortunately for employers, most of the records now in gen- eral use are, or should be, mechanical or automatic. The time clock registers the time in apd out, and other devices stamp the time actually employed on various jobs. In the office these records in turn are checked and proved by mechanical means. The audit of wages earned therefore resolves itself into a critical inspection of the system in use. Before making this in- spection, the auditor should acquaint himself with the particulars of all the latest devices on the market. He can then evince a familiarity with any system he finds and note any lack of effi- ciency, and is also in a better position to make suggestions where unsatisfactory methods are found. The author feels that the scope of this book is too limited to contain directions as to the best system, except to suggest that, since scientific management has taken hold of the labor question so seriously, and has been more or less successful, the auditor who has to deal with the audit of wages paid, and who is ex- pected to criticize the records relating thereto, owes to himself and his profession the duty of at least reading the best-known books on factory management, and glancing over the descriptive circulars of some of the really wonderful mechanical appliances designed especially by experts familiar with the practical side of the question. So much for the system. The personnel and extent of the clerical force are important from the auditor's point of view. He should be especially vigi- lant in small establishments where the office force is small and where the same clerk keeps or assists with the original records, makes up or assists with the envelopes, and distributes them or has some connection with the distribution thereof. Concrete instances may serve better than theory in pointing 290 AUDITING out the course the auditor should take to satisfy himself that the pay rolls are correct. The auditor should ascertain that the names of discharged men are removed from the pay roll as of the proper date. In a large factory the foreman handed in to a clerk in the office who had access to the pay rolls, slips bearing the names of men dis- charged. He destroyed the slips and recorded full time to the credit of the men discharged. In paying off he secured the en- velopes and retained the money. The fraud was not discovered for a long time. In a factory where time books were kept by the foreman, the assistant cashier transferred the time therein to the pay-roll book. In addition, he entered several fictitious names. The cashier himself made up the envelopes and superintended the paying off. Each week a number of envelopes were left over, as is nearly always the case in a large plant, on account of sickness, etc. Most of them are called for within a short time. In this case the dishonest clerk always had an opportunity to secure the en- velopes covering the fictitious names. The fraud was discovered by the auditor calling in the time books and comparing them with the pay roll. Duties: The vouching of duties is one requiring great care, because, until recently, collectors of internal revenue would not accept cheques in payment, but insisted on legal tender. Where such payments are few in number, they are usually made through a custom-house broker, and his invoices, if properly checked and approved, will be sufficient evidence of the propriety of the pay- ments. In any event, the auditor should inquire into the procedure in force and satisfy himself that the matter is properly handled. In- stances have been known where everything was left to clerks who did not have skill enough to discover errors if they did exist. Interest and Collection Charges: Too much confidence is placed in the accuracy of bank clerks ; therefore it will usually be found that interest charged on loans and credited on balances, discount deducted, and collection fees charged are, in nine cases out of ten, accepted as final without being checked by the client's stafif. Auditors whose experience includes much bank work are familiar with the numerous errors made by bank clerks in their THE DETAILED AUDIT 291 own records, and while perhaps a majority of bank officers insist on these errors being located and corrected, yet it is obvious that in calculations involving interest and collection charges or credits, there is not the same likelihood of correction of errors as exists with those items which enter into the regular double-entry system of the bank. It follows that many errors will be made and will remain undetected unless the auditor tests the items. But the auditor should not stop with the verification of the calculations. Banks will charge as high an interest rate on loans and discounts as they think the traffic will bear, and if an auditor finds that a con- cern with first-class credit is being charged six per cent, when he knows that other concerns of equal or inferior standing are pay- ing four and one-half or five per cent, it will certainly be in order to mention the matter when a good opportunity arises. The suc- cessful auditor will not lose any good chance to render a service which falls within the scope of a business adviser. Insurance Premiums: Experience shows that the bills of in- surance agents are rarely scrutinized unless the item of premiums is a very large one and the bill is in charge of some one especially designated to keep track of the insurance in force and the rates charged for insurance. For this reason a careful audit of the premium bills and a careful analysis of the total insurance carried is a fruitful field of inquiry for the auditor, and particularly advisable in audits where great care is taken with other classes of expenses. In one case an auditor noticed that a policy had been can- celed and another company substituted. He looked for a credit to cover the return premium on the canceled policy, but failed to find it. This started a complete investigation into insurance matters, and it was found that for several years back one or more policies had been canceled each month, due to the undesirability of the risk, but that no credit therefor had been issued by the agent. The total amount recovered amounted to several hundred dollars and the discovery greatly enhanced the auditor's reputa- tion. Sufficient attention is not paid to the amount of insurance carried. If overinsured, a useless expense is incurred, and if underinsured, an unjustifiable risk is assumed. The matter is 292 AUDITING one requiring comparatively little time, perhaps not so much as to verify the footings or postings for a short period, and is of very much more importance. As stated elsewhere, the unexpired portion of premiums pre- paid at the date of the balance sheet is a deferred asset. In a going business it is proper to set up the full unexpired proportion of the premiums paid in advance, but in a statement of affairs, such as is required in the event of proposed or forced liquidation, it may be necessary to base the calculations upon the "short" rates which are used in the cancellation of policies. Freight and Express: Freight is another class of expense which is passed by many auditors on the assumption that the amounts paid are sure to be accurate, and that it is a waste of time to attempt to go into detail. As a matter of fact, transpor- tation companies, and particularly express companies, are chronic overchargers, and every bill must be checked most carefully. An auditor need not go into tariff details, but he should in- quire closely into the method of check in use, and if he finds that the freight and express bills are not approved as to weights and rates by an intelligent clerk who uses all possible sources of information to secure the lowest quotations, he will probably find an opportunity to make a constructive report on the situation. Many trades have a central association with a traffic bureau, which furnishes full and free information when requested to do so by its members. The Interstate Commerce Commission will also assist a shipper who feels aggrieved. In one very large manufacturing company being audited for the first time by the author's firm, it was found that practically no attention was given to the inspection of freight bills, it being assumed that the charges were always in order. A careful test disclosed the fact that many purchases had been made on a basis of freight being prepaid by the shipper. Now it is the custom in such cases for the consignee to pay the freight and deduct same from the invoices. The company under audit had paid the freight in every case, but had charged it to purchases account instead of to the shipper. The investigation was carried back several years and many thousands of dollars were actually re- covered. Postage: Vouchers should be secured for all purchases of THE DETAILED AUDIT 293 stamps. Postmasters will always sign receipts when requested to do so. Defalcations of small sums are frequently found in connec- tion with postage accounts, so that an auditor should not only scrutinize such payments very carefully, but should suggest safe- guards which will reduce future possibilities of loss, and more important still, remove a serious source of temptation to junior clerks. There should be some relation between the total cost of post- age and other expense accounts, such as stationery and printing, advertising circulars, etc. A daily mail book showing the total postage used on out- going mail requires very little time to compile and is valuable for several reasons. It affords an opportunity to apportion the cost to various accounts and has a most excellent moral effect on those who handle the stamps, as some one in authority from each department should initial the charges to such department at least weekly. Inquiry should be made to ascertain if postage is paid on outgoing shipments of goods in small quantities. Many con- cerns add postage to such shipments, and custom permits it unless quotations are made "prepaid." If not so made and a con- siderable number of shipments are made by mail, it will be in order for the auditor to suggest that the cost of the postage be added to the invoice. In one instance, where quotations distinctly stated that post- age would be added where small lots were sent by mail, the shipping department was extremely careless and few such charges were made. The auditor who discovered the laxity re- ceived warm commendation for his vigilance and was requested to make the most comprehensive investigation into all the other departments of the business. Journal Vouchers: Vouchers should be submitted for all journal entries and the auditor need not announce in advance how many of them he intends to inspect. If formal vouchers have not been taken, the journal should be read over carefully and all entries for which authority should have been secured pointed out as requiring proof. The journal can be used fraudulently by fictitious or irregular 294 AUDITING credits to customers or other personal accounts to conceal the misappropriation of cash collected therefrom. To detect this, all credits to customers for allowances, returns, etc., and all accounts charged off as bad should be approved by some authorized offi- cial. If no such approval appears, the auditor should ask that the journal entries themselves be initialed. Other credits to personal accounts are made for salesmen's expenses, etc. These should be verified in the same manner as cash vouchers. Well-managed concerns now supply their salesmen with a fixed fund, and payments for expenses cover the exact expend- itures during a given period. This obviates the necessity for paying out round sums after the first item. Subsequent pay- ments can be charged direct to the proper expense account and journal entries are done away with. Transfers from one account to another may be for the pur- pose of fraudulently increasing one account or decreasing an- other. The experienced auditor need not spend very much time on the journal, as a careful glance over the pages will develop any entries which require explanation. The inexperienced auditor should examine the entries carefully and call for documentary evidence to support an item which by any chance might be irreg- ular. There is a tendency on the part of bookkeepers to use a printed form for journal vouchers which serves in most cases as a memorandum from which the actual book entry is made, the result being that every entry is duplicated. One, however, is called a voucher, although it may not be approved nor have attached any evidence of its authenticity. If such a form is used, any papers or documents relating thereto, such as original corre- spondence from attorneys stating that an account is worthless, etc., should be attached. Where founded on the action of a com- mittee or board of directors, reference should be made to the page of the minute book where recorded. If reference is made to a contract or agreement, the file or location of the original docu- ment should be stated. Purchase Returns: It is no part of the normal conduct of a business to return goods which have been purchased and re- ceived. For this reason, when goods are returned because they THE DETAILED AUDIT 295 are defective or unsatisfactory, or because they were not ordered, etc., the record of such returns is not always a permanent or satis- factory one. In most cases dependence is placed on a memorandum on the original invoice, and if made before the invoice is entered on the books, it is practically sure to prevent payment. But sometimes the invoice will have been entered, and if care is not taken, the account will be paid in due course without making any deduc- tion. The best preventive is to have a good-sized book labeled plainly "Returned Purchases," in which shall be entered a mem- orandum covering every return. This book should be compared with the purchase books regularly to prevent errors in payments. Cancellation of Vouchers: Instances are known where dis- honest clerks have used old vouchers to support fictitious, dupli- cate payments, altering the dates thereof. It is always important for an auditor to mark a voucher in such a way that there can be no possibility of its being presented or used again. The best method of cancellation is to use a rubber stamp bearing the name of the auditor and the initial or number of the clerk in charge of the audit. Some auditors use a conductor's punch. The book entries should be marked in some distinctive way to indicate that a voucher therefor has been compared with the entry, and as the voucher may be more or less incomplete, it is wise to use different marks or initials to indicate the kind of voucher submitted. Each auditor should select his own marks. It is advisable to change them from time to time as the client's clerks become famihar with the marks, as well as the procedure of a routine audit. CHAPTER XX THE DETAILED AUDIT (Continued) THE TRIAL BALANCE One of the most important matters in any audit is the verifica- tion of the trial balance. By this is not meant the routine checking of the ledger footings and extraction of the balances merely to test its arithmetical accuracy, but that careful examination or study of it which will throw light on the entire and detailed working of the whole system. Every ledger caption should mean some- thing. After some experience, an auditor, by simply looking at the various accounts scheduled on the trial balance, will be able to discuss the whole system, and without further data suggest improvements therein. Of course, no sane practitioner would commit himself after such a cursory glance, but he will have gained sufficient insight into the affairs of his client to suggest the next and succeeding steps in the audit. He must not spend too much time on trifling errors in a trial balance, but should take enough time to satisfy himself that the trial balance hon- estly represents the face of the ledgers and that it may be relied on as a basis for a report or balance sheet. The auditor should secure a copy of the last trial balance at the earliest possible moment. Usually, if he will ask for it at the commencement of an audit, it will be copied for him by an office clerk. He need not ask for the customers' balances in detail, as he will wish to compile these himself, as explained hereafter. As to the other accounts, however, the trial balance is of great im- portance. Subsequent analyses of accounts will lead up to the trial balance, and any alteration of figures in the ledger would probably be disclosed thereby. If the trial balance is not correct, it is no part of an auditor's duties to locate the error or errors therein. He should insist on the client's staff securing an exact balance, or, if this is imprac- ticable, the matter should be referred to the client and an under- standing reached as to further procedure. 396 THE DETAILED AUDIT 297 The best plan is for the audit to proceed as if no difference exists. The various tests suggested should be made, but no more, unless numerous errors are discovered, in which case per- mission should be secured from the client to verify all the work and secure a correct balance. Where the errors are few in num- ber and the accounts are reasonably correct, the auditor should not attempt to hunt for clerical errors. He would better post- pone the audit until they are located, even if an additional clerk is required. Any one who spends his time in such work is not, and is not developing into, a professional auditor. Such ele- mentary bookkeeping work should be left to clerks. Outstanding Accounts: A schedule of accounts receivable should be compiled as part of the trial balance. It is a waste of time to prepare or verify a trial balance and subsequently duplicate the larger part of it in the form of customers' bal- ances. The balance due from each customer should represent spe- cific invoices unpaid, or else it should be clear that the debtor is making partial payments. Where the credits indicate that the latter is not the case, yet the balance due cannot be identified with the most recent invoices, then it is apparent that a discrep- ancy exists which requires explanation. In all such cases the auditor should require one of the office staff to show the com- position of the balance. It may develop that in order to furnish this information the entire account will have to be analyzed, but this, of course, is the best possible reason for insistence on the part of the auditor. Income from sales cannot be completely verified until all debits to customers are ascertained to be collectible; charges known to be uncollectible, but remaining open in the accounts of solvent debtors, may be difficult to locate, but are none the less impor- tant. If the balances used in the final trial balances are not brought down, then they should be noted on the ledger pages in ink. Preferably, this should be done by the office staff, but, if neces- sary, the auditor should do it himself. Bad or Doubtful Accounts: The schedule just referred to, in addition to showing that the balances due from solvent debtors are composed of collectible items, should indicate each account 298 AUDITING that is overdue, stating the number of months past due, so that a subsequent classification can be made to determine the amount required to be reserved to bring the aggregate due from trade debtors to an amount which will be realized in cash. It is not always desirable to close a doubtful account to profit and loss, nor is it desirable to carry an account long overdue among the current accounts. The best practice, therefore, is to transfer the account (or the sheet, if the ledger is in loose-leaf form) to a doubtful accounts ledger, at the same time creating a reserve therefor. The balances in this supplemental ledger will not be lost sight of, as they form part of the trial balance. As soon as an account is known to be irretrievably bad, it should be written off entirely. In the meantime a record of the progress of collection, such as commencement of suit, etc., should be noted on the account. Provision for bad debts in the form of a reserve should be made each month, based on a percentage of the total sales. This fixes in the minds of all concerned that losses may be expected and stimulates the credit and collection departments to keep down the losses and "make a profit on the reserve." Where this course is not followed, the auditor will have to make the reserve large enough to cover the losses which his experience teaches will be incurred. In this respect managers and others sometimes mislead the auditor because they will not admit the full amount of bad debts. After some years of experience an auditor finds that his opinion on this point is better than any one else's and he will use his own judgment in stating the probable losses. This applies especially where the business is comparatively old and actual losses for a series of years can be ascertained. ASSET AND LIABILITY ITEMS From the standpoint of clients' relations to their employees, the audit of income and expenses is more important than the audit of the balance sheet, but the accuracy or inaccuracy of the balance sheet affects proprietors, whether partners or stock- holders, also the public as represented by bankers, creditors, prospective investors, or as a basis of transfer from one partner to another. THE DETAILED AUDIT 299 The detailed audit naturally includes a verification of the assets and liabilities, and in order to avoid repetition, the chapters on balance-sheet audits (page 87) should be referred to as indi- cating a part of the program of a detailed audit. Some balance- sheet items are more fully covered in a detailed audit than in a balance-sheet audit. They will be discussed at this point. Notes Receivable: The record of notes received should be examined, and if comparatively few notes have been received, the disposition of each note should be followed from the account to which credited until collected or returned unpaid. If a large number of notes have been received, the auditor should test the accuracy of the record by selecting a few months at random out of the year and verifying in detail the transactions appearing in those months. Notes Receivable Protested: See that they are charged back to the individual account of debtor, and that a subsequent attempt is made to collect. The protested note should be submitted as a voucher or otherwise accounted for in all cases where the item is still open. It would be possible for a dishonest cashier to charge back as unpaid, items actually collected, and subsequently write off the account to bad debts; but in such a case, as no voucher could be produced, the fraud would be disclosed. It is a small matter, but the auditor should ascertain whether or not all protest fees and accrued interest are charged. to debtors, as well as the face of the notes. In many cases collection can be made subsequently and the omission to charge all proper items direct to debtors' accounts means a loss thereof. Inventories : In a detailed audit this item in the balance sheet should be the first to be examined if there are collateral indica- tions that the business has been profitable, even though the books show a loss. Inventories are frequently taken hurriedly, materials in transit are often omitted, or included when the bills therefor have not been entered. An inventory at the beginning of a period might be overvalued, and at the end undervalued, and numerous other causes might be cited to suggest errors which, if not detected, result in misleading profit and loss statements. In a case of this nature an auditor will find the inventories a most fruitful source of error. Here also an auditor will have to use good judgment in pass- 300 AUDITING ing values, for each increase or decrease in an inventory affects the profit and loss account correspondingly. It is about as bad to pass undervalues as overvalues where the result may be used in an ulterior matter. The most flagrant cases, however, are overvaluations, and with these an auditor must deal without fear or favor. Premiums and Discounts on Bonds to be Amortized : Where bonds are sold at a premium, the amount received in excess of the par value represents the equivalent of interest collected in advance, and must be held in reserve and distributed over the years to which it applies as a reduction in bond interest account. For instance, a corporation may sell its five per cent lo-year bonds at 105, indicating that its credit is rated on a basis of about four and one-half per cent, that is, if a four and one-half per cent bond had been issued, the corporation should have realized about par. Therefore, the bond interest, when paid, is subject to a de- duction of one-half of one per cent annually. The excess received at the time of sale should not be applied to income or to surplus, but, as stated . above, must be carried as a deferred credit and reduced annually. Likewise when bonds are sold at a discount it is because the rate of interest the bonds bear is less than the effective rate at which the corporation's credit is rated. For instance, if five per cent lo-year bonds are sold at 90, it means that the corporation's borrowing strength is rated at about six per cent, and in order to reflect the actual rate each year as interest is paid, it will be necessary to carry the discount as a deferred charge among the assets and write off to interest account one per cent annually. This, added to the amount paid in cash, will adjust the interest account to the proper cost. Premiums on Capital Stock: With respect to premiums re- ceived on capital stock, the principle is different. There is no liability on account thereof, and no distribution to the income of future years. The amount received is clearly a capital receipt and is not available as a fund out of which to pay dividends ; that is, from an accounting point of view. There may be no legal obstacle in the way of crediting the premiums to surplus, and paying out the entire surplus as dividends, but in effect a board of directors THE DETAILED AUDIT 301 might as well attempt to pay out the remaining portion of the amount paid for stock. Let us suppose that stock is issued at $110 per share, $100 being credited to capital stock, and $10 to surplus. If the latter amount is distributable, why not $10 more, leaving $90 to be credited to capital ? The answer would prob- ably be made that the law will not permit capital stock to be issued at a discount, but as property of all kinds may be turned in as payment for stock, the theory of stock being issued for actual value is a dead letter. Premiums received on capital stock should be credited to an account so entitled or to capital surplus, and should not be ab- sorbed in the regular surplus account. Branch Accounts: The extent of the examination of branch accounts will depend on the system of accounts employed. Where local collections are made, the accounts receivable will require the same attention as described on page 258 ; where ship- ments are reported to the head office, and collections are not made locally, there will still be the necessity of testing the deliv- ery records to ascertain that all have been reported, and that cash sales, if any, have been duly accounted for. At the same time the stock accounts will require attention, both from the point of view of theft or loss and overvaluation. Nearly all branch managers have an interest in the profits derived from their own territory, and in consequence nearly all branch managers place the highest possible valuation on their stock-in-trade. It may seem difficult to manipulate the stock record valuations where prices are fixed at the head office, but opportunities usually arise in connection with shopworn or obsolete stock, etc., and in some cases quantities are dehberately overstated. Local expenses and purchases are usually reported to the head office in detail, so that outstanding liabilities should be com- paratively easy to verify. If paid locally, the usual precautions will have to be taken to ascertain that no omissions are made. (See page 148.) In some cases where time does not permit an auditor to visit all branches personally, local auditors can be employed to advan- tage. Uniform instructions should be sent out and adhered to strictly, so that the auditor in charge will feel safe in using the 302 AUDITING figures, so verified. Where this procedure is necessary the certi- ficate should be modified as follows : "We have audited (head office accounts) . . . and have compared the returns from the several branches therewith (the latter having been audited locally and the certified returns sub- mitted to us), and in our opinion they are correct, etc." Capital Expenditure: Throughout the audit of expenditure the distinction between capital and income must be borne in mind. It is sometimes believed that so long as expenditure for capital outlay, as well as for current maintenance, is charged to income and not capitalized, no fault can be found with such a conservative course, but that the reverse of this practice cannot be justified under any circumstances. Theoretically this posi- tion is wrong, the proper rule being to ascertain the correct application of each payment and to charge the account to which the item belongs. Practically, much can be said in support of what is known as the conservative method. The great difficulty in ascertaining the exact efifect of altera- tions, betterments, and new construction, and the prevailing tendency of managers and others to emphasize the propriety of capitalizing the payments, inevitably educate accountants and business men who do not want to deceive themselves, to the de- termination to charge to maintenance every item about which there is the slightest doubt. In other words, a practice which is objectionable in theory becomes a virtue in practice, and a sub- stantial reason therefor is that the business always gains thereby and never loses. The audit of capital expenditure is rarely satisfactory when made by items, as one item may be chargeable to capital, while another item of exactly the same nature may be chargeable to income, the distinction depending entirely on the purpose for which used. All well-regulated concerns have a storeroom system, which means that most debits to plant accounts originate in storeroom charges. It is simply impossible to determine long afterward, by a mere inspection of the voucher, whether it should be charged to one account or another. The most satisfactory verification is to secure a dependable memorandum of the additions and improvements which have THE DETAILED AUDIT 303 been undertaken or completed in order to increase the earning power or efficiency of the plant. That is, if a new building has been erected or a new power plant installed, assemble all of the items applicable thereto and compare the expenditure as a whole with the estimated value of the improvement, or the official authorization, ascertain what it replaced, if anything, and what additional capacity or economies are effected thereby. Odds and ends should not be charged to capital, so that the increase in plant accounts for a given period should be reducible to definite grouping as indicated above. If it is found that the total capacity of the plant is not materially increased by the out- lay, it may be inferred that the changes were necessary to renew or replace worn-out or obsolete buildings or equipment. Cash Discounts on Capital Payments : It is held by some that the cash discounts deducted from payments on account of capital outlay should be credited to interest or discount account and be treated as an earning. This, however, is a fallacy, as will be shown by a concrete example. Suppose a fund of $10,000 is set aside to buy machinery; the invoices may aggregate exactly $10,000 and are subject to a discount of two per cent if paid within ten days. Advantage is taken of the discount and $9,800 is paid out. It cannot be contended that the cost is $10,000 and an earning of $200 is realized, because such is not the fact. The machinery cost $9,800 in cash, and the cash balance which re- mained is simply an unexpended fund. It has not been used and is now available for other purposes. This is parallel with the treatment of cash discounts on merchandise purchases, the net result being the same because the purchases account is ultimately reduced by the amount of the discount through the profit and loss account. Real Estate: In any business other than that of real estate operators there will be very few items of payment in connection with the purchase of land or improved real estate. More fre- quently it will be found that bonds or stocks are issued in pay- ment therefor. Usually these items can be vouched from the minutes of boards of directors, the contracts themselves and the acknowledgments of the payees. An instance is known of a promoter who was made the presi- dent of a holding company who paid himself, as representing one 304 AUDITING of the subsidiaries, a larger number of bonds than he was en- titled to. The records of the holding company were altered to fit the transaction and the auditors were deceived. If the books of the subsidiary company had been examined, the fraud would have been discovered. Buildings: Where a considerable amount is being expended on new or old buildings, the payments should be carefully vouched. Individual payments, however, will probably be sup- ported by genuine-looking vouchers and will not reveal irregu- larity, which may be going on, either on the part of the client's staff or on the part of the contractor. Therefore, the operations as a whole should be checked with the authorizations of the board of directors, or executives in charge of the work, and with the bids or estimates submitted before work was commenced. Unfortunately architects' certificates as to partly com- pleted work are not always reliable, on account of the connection which sometimes exists between contractors and architects, and in rare cases only can an auditor go behind these certificates. It is permissible to charge all expenses and outlays in connec- tion with these operations, such as permits, architects' and en- gineers' fees, clerical salaries when clearly applicable to new work, and similar items to the work itself. It may seem more conservative to charge part of this expenditure to revenue, but in all cases it is preferable to assemble all costs into one account, then if it appears desirable to write of? a part of the cost, it can be done at any time. The whole cost, however, having once appeared in one account, will subsequently be available for any desired information. Where new buildings are erected in whole, or in part, by the concern itself, it is important to ascertain that no profit is in- cluded. Auditors frequently find this state of affairs and are met with the argument that if the contract had been awarded to an outside concern, a contractor's profit would have been added. A concern not in the contracting business cannot always, how- ever, erect a building, or, in fact, perform any work outside of its usual operations, at the same cost as one whose sole efforts are devoted to this class of work and who may be depended upon to have discovered economies in purchasing, planning, and ex- ecuting not possible except after long experience. If an actual THE DETAILED AUDIT 305 saving has been effected, it is not a realized profit and should not be treated as such. The asset account should represent cost and no more. Machinery, etc.: The important point to keep in mind in connection with purchases of machinery, tools, fixtures, etc., is whether they represent actual additions to plant and equipment, or whether they are renewals. This point is covered in Chapter XXI, "Depreciation." The cost of installation, including freight, labor, and other items, is as much a part of the cost as the price of the machinery itself. Where machines, etc., are built by the concern itself, the remarks found above under Buildings will also apply. Notes Payable : All notes paid during the period under audit should be submitted as vouchers. If notes are issued from a stub book, or if a special form is used, all should be accounted for. Spoiled notes should be pasted on their respective stubs as is done with cheques. If careful consideration is given to the notes issued during the period, it will assist the auditor to determine whether all notes outstanding at the date of the balance sheet appear thereon. Partners* Withdrawals: If payments are made in currency, partners should approve their accounts as they appear in the ledger. The practice, so prevalent, of drawing comparatively small amounts at a time and initialing a voucher, or declining to give one at all, is a direct temptation to dishonesty on the part of the cashier. Auditors should criticize the practice vigorously and suggest to partners that their withdrawals be by cheque only, and that they pay their personal bills through their own bank accounts. Dividends: The audit of dividend payments is simple. Au- thorization must always be found in the board minutes, and any dividend declared, if paid, must be paid to all stockholders of record at the date named. Dividends cannot be declared as of a past date, but may be dated ahead as far as may be desired. In the case of Jones v. Terre Haute & Richmond R. R. Co., (57 N. Y. 196), Commissioner Reynolds said: It is certainly true, as a general rule, that a stockholder in a corpora- tion has an interest in proportion to his stock in all the corporate property 3o6 AUDITING and has a right to share in any surplus of profits arising from its use and employment in the business of the company; and this legal right does not depend upon the question whether he is a stockholder of long standing or of recent date. The moment a person becomes stockholder in a corporation, all the incidents of interest or quasi-ownership in the 'corporate property attach. in another New York case the court refused to order the directors to pay additional dividends, although the corporation had a very large surplus, part of which was in bank and repre- sented a sum far in excess of that actually required for current purposes, and part of which was invested in outside securities. The court said, "The discretion of the directors in regard to de- claring dividends will not be interfered with in the absence of fraud or an abuse of discretion." Stock Dividends: Dividends are supposed to be distributions of earnings and accrue to the stockholder only at the time of declaration. A stockholder in a corporation having a large sur- plus and earning several times the amount of its dividends is no more justified in taking a proportionate part of an expected dividend into his accounts as income than he would be in assum- ing that the entire surplus would be divided. When the dividend is actually declared and becomes an obligation of the corpora- tion, it becomes, in turn, income receivable to the stockholder. In the case of a stock dividend the rule also applies, the only exception being where the dividend is an extraordinary one and where the distribution includes the surplus of two or more years which, as a matter of fact, has been capitalized. Not long ago the Standard Oil Company of Indiana declared a stock dividend of 2,900 per cent, that is, the holder of $100 in stock received additional stock amounting to $2,900. Suppose the owner of one share died shortly before the declaration of the dividend, leaving the income of his estate to his wife for life and the principal to his children, the stock would have been appraised at perhaps $2,000, based on earnings of, say, ten per cent per annum on that price. If the principle that dividends are income were applied, the widow would receive the $2,900 per share in new stock, and at her death, if no other change took place, the children would receive the original share, worth now only $100 and yielding perhaps seven per cent per annum. This would be so inequitable and so at variance with the testator's intentions ■ THE DETAILED AUDIT 307 that most of the States would permit the dividend to be treated as a distribution of principal and not of income. Precisely the same rule should apply where stocks are carried on balance sheets at very high figures and are reduced in price per share through the distributiori of large stock dividends. Unless it is very clear that the declaration consists of the earn- ings of a recent period, the whole dividend should be treated as capital. If it can be apportioned, it would be proper to apply that part of it representing a distribution of the earnings of the last year or period to current income. Where State laws govern the matter the laws must be observed. The auditor should be thor- oughly informed as to the provisions of the law in this respect in his own State and in any others where he practices. Capital Stock: A trial balance should be taken of the stock ledger to see that the aggregate outstanding is in agreement with the general ledger account. It should be noted if there is any account in the name of the company or its treasurer, which was intended to represent treasury stock, but which may or may not be such. The stock certificate books should be examined and recon- ciled with the stock ledger. All canceled certificates should be inspected or accounted for. As stated on page 353 under "Banks," fraud has been practiced by raising certificates. Bonds: A proof should be taken of the bond ledger or reg- ister to ascertain that the aggregate outstanding is correct and is in agreement with the general ledger. Canceled bonds should be inspected or accounted for. The bond agreement should be read, and if it contains any provisions as to sinking funds, etc., it should be seen that these are carried out or report made thereon. It should be determined whether or not the amount of inter- est accrued has been set up in the accounts and whether the amount due has been paid. Careful methods should be in force relative to coupons. They should be canceled effectively immediately upon receipt, and kept on file, not destroyed. The auditor should see that the canceled coupons are accounted for. Taxes: Corporations are subject to special taxes, such as the Federal Corporation Tax, State Franchise Tax, etc. The auditor 3o8 AUDITING should see that these, as well as the usual taxes on property, are provided for. In New York State there is a tax of two cents per hundred dollars of par value or fraction thereof, imposed on all transfers of stock. The seller of the stock, or his broker, pays this tax by affixing revenue stamps to the certificate surrendered. The officer of the corporation, however, who transfers the stock or causes it to be transferred is liable to the penalty for failure to pay the tax. OFFICE METHODS In nearly every audit where no previous work had been done for the client the auditor was formerly asked to note any im- provements or changes which might occur to him during the prog- ress of the audit. It did not seem incongruous that a profes- sional accountant whose whole time was spent in examining and criticizing accounts should in the course of an extensive practice acquire experience of great value, and that he should be able to give to new clients the benefit of such experience. At the pres- ent time there is somewhat of a feeling that the auditor is not a specialist in system work and that in order to be up-to-date an "efficiency engineer" must be employed. But suppose we com- pare present conditions with those of about ten years ago. At that time stationery houses, which carried an "auditing department" as a side line, were making a great stir through advertising and traveling solicitors, and were oilfering to produce wonderful results, including daily balance sheets and profit and loss state- ments, the only requirement being the installation of their patented stationery. Offices were turned inside out and new books and blanks were installed by the ton, but for some reason the service did not measure up to the promises, and hundreds of offices discarded much of the "junk" which had been thrust upon them and went back to saner methods. For a short time the auditor was back in favor. He had no cut-and-dried system, nor did he know before he entered an office how its system should be mapped out, but out of long experience he was able to make suggestions which cut out unnecessary work and proposed changes which embraced the use of all the latest labor-saving devices. Then came the "efficiency engineer," who THE DETAILED AUDIT 309 again modestly affirmed that the auditor was not a specialist in systems and that he could not be expected to keep his clients up-to-date. The crop of over-charged and dissatisfied patrons of the "efficiency engineer" is commencing to be heard from, and it is believed by some who have studied the situation that before long the auditor will be back in his former position as a recog- nized authority on business systems. The auditor should keep fully informed on the latest devices, mechanical and other kinds, for saving labor or rendering it more efficient; he should understand and be prepared to explain the relation of one department of a business to another and the ad- vantages of coordination; he should study cost systems and be ready to install any required accounting system; he should acquire and follow up a knowledge of the means of imparting in- formation by means of charts and other visual methods. It might be urged that an auditor cannot hope to cover more than a small part of the field of auditing within a considerable period of practice, and that to expect him to add the work of a system specialist is unreasonable. The answer to this is that no one can be a good auditor without picking up all of the rudiments of systematizing, and that in any event system is a matter of evo- lution. Ready-made systems have been popular, but never success- ful. No system will work out well unless a good man studies the concern and becomes acquainted with its personnel before he starts, and then "lives with the job" until its completion. The auditor may not be able to handle many such engagements, but he should not allow the so-called system experts to bluff him out of the remunerative work. He is probably better qualified to perform it than anyone else. Styles of Books and Records : The auditor will note by actual inspection whether the records are kept economically and effi- ciently or otherwise. If the old-fashioned bound books are in use and loose-leaf records would be an improvement, he should recommend a change. On the other hand, it may be that some records are being kept on cards or loose leaves which could be written up more readily and referred to more easily in bound books. In such a case the latter would be recommended. In view of the elasticity and convenience of cards and loose- 310 AUDITING leaf records, these systems are becoming more and more popular. In the early stages it was feared that the leaf or card might be lost, destroyed, or easily altered, but after a number of years of experience this fear has practically disappeared. Filing Systems: With the unit system of records has come the unit system of filing. Press copy books are becoming a rarity and have been discarded by most modern offices. Docu- ments, correspondence, etc., are now filed in vertical files and in such a form as to be readily accessible. ' In many modern offices the method is in force of making a carbon copy of each letter, and in the mailing department a press copy in a letter book. The carbon copy takes the place of a "tickler" and is filed so that it will come up for further attention on the day decided upon. The letter book impression is taken just before the letter is put in the envelope and records the sig- natures and other identifying marks. It is properly indexed, and becomes a safeguard against the loss of the carbon or the unwar- ranted alteration of the letter. The essential features of a filing system are : 1. Certainty of obtaining any paper or all papers on a par- ticular subject. 2. Rapidity of obtaining filed papers. 3. Rapidity of filing papers. 4. Cheapness of operation. 5. Simplicity. 6. Small space required. 7. Cross-reference, numbering, etc. In a report on the handling and filing of correspondence, President Taft's Commission on Economy and Efficiency makes the following suggestions, which apply with as great force to the average business corporation as to the government ser- vice : 1. That all correspondence shall be filed flat in vertical files. 2. That all correspondence should be filed by subjects arranged upon a self-indexing basis. 3. No book or card record of correspondence is desirable. 4. That carbon copies should supplant press copying. 5. That the employment of the dictation machine (phonograph) for dictating should be extended widely. 6. That transparency or "window" envelopes should be used. THE DETAILED AUDIT 311 7. That forms that must be filled in on the typewriter should be so arranged as to facilitate the work. 8. That on internal correspondence no salutation or complimentary closing should be used and that the initials of the person addressed and the writer should be used instead of full names. Copying: Where large quantities of copies are desired, there are the multigraph, the revolving duplicator, and the old- fashioned flat duplicator. The revolving duplicator is perhaps the most popular, requiring only the typewriting of a waxed- paper stencil. For work requiring more than a thousand impres- sions, the multigraph or one of the several makes of printing machines is preferable. Mailing Department: The handUng of mail is important and has come to be a separate department. Incoming mail usually contains remittances in cheques and cash, and has proven in more cases than one a simple source of illegitimate wealth to enterpris- ing but ill-paid clerks and cashiers. Some responsible person — preferably an officer of the company — should have charge of the incoming mail. As it is opened it should be distributed to baskets designated for the various departments, and should be delivered with as much care as is used in opening it. Outgoing mail must be handled differently. It is desirable to have the stenographers who write letters address the en- velopes at the same time, and then, instead of delivering them both to the executive, the letter only should be delivered, and the envelope (together with any inclosures) sent to the mail- ing department. When the letter has been signed it is sent to the mailing department, where it is put in the envelope, with the inclosures, and is sealed, stamped, and mailed. It is the duty of the mailing department to keep posted on changes in closing hours for the various domestic and foreign mails. Stock on Hand : In many cases the auditor will find it prac- ticable to-introduce a perpetual inventory of stock on hand. He may base his suggestions on the following general recommenda- tions quoted from "The Accountant's Manual," Vol. II : (i) Debit and credit accounts should be opened, as far as possible, for each description of stores used. On one side of the accounts the receipts would be entered, showing the date, weight, quantity, or number, and other particulars ; and, on the other side, the stores issued from time to time would be entered, with such particulars as were necessary or suitable, the difference 312 AUDITING representing what ought to be in hand, or thereabouts, as, in accounts of this kind, the balance shown upon the accounts can hardly be depended upon exactly. (2) It is the opinion of practical mill owners and managers that in many cases a really efficient and exact check on stores is not practicable. It could, no doubt, be devised, but the detailed work in connection with it, and consequent labor and expense, put it out of the range of every-day business, whatever theorists may say. But many useful rule, may be laid down pre- ventive of fraud and waste, amongst others the following, taken from actual experience : (o) Where stores are distributed for use upon a specific job, the job should be stated, with the weight, quantity, etc. (6) If material of the same kind is distributed to various men for the same purpose, a comparison should be made between the results produced by each. If discrepancies are found, inquiries should be made, and doubtless in some cases a good explanation could be given : e. g., use of old machinery or appliances, etc. (c) The storeroom should be situated in a convenient place, and be in charge of a competent man who combines practical knowledge of the stores with sufficient bookkeeping experience to appreciate the importance of account keeping. (d) The principal, or manager, should make a point of examining at times the stock ledgers and exercising general supervision of the department. Frequent and unnotified visits should be made, and the store keeper, if pos- sible (it is not always possible), changed (occasionally). (c) Some kinds of stores should never be given out unless the used-up stores are returned. For example, a workman making requisitions for files, brushes, and like things, should be supplied only on his giving up the old articles. This is a very good check when the nature of the stores will allow of its application. Stock accounts should show quantities as well as values, the one forming a good check upon the other. The forms used should provide for an opening balance or in- ventory, to which are added daily the quantity and value of the material purchased or manufactured. There should be provision for totaling these debits and for deducting therefrom the quantity sold and the cost value of same. The balance should agree with an actual inventory. A more detailed form used by many concerns provides columns to show not only the balance and purchases daily, but also the sales and the new balance. Noted at the top of the sheet or card is the minimum quantity of stock to be carried, as well as the maximum quantity. Whenever the stock reaches a low THE DETAILED AUDIT 313 point, the records are checked by comparison with an actual inventory. Thus the taking of inventory is not left until the end of the period, but is taken continuously. Business to-day is so varied in its nature that some lines will not permit of a regular system of stock accounts — nor is it espe- cially necessary, as in the case of traders dealing in small articles broken from bulk. While different methods of check must be employed in such cases, there are some general forms which may be adopted and will be found practicable for ordinary lines of business. Every trade is supposed to earn a certain percentage of gross profit, which should be based on the cost price of goods and not on the selling price. If, therefore, a stock account is started with the actual stock on hand valued at the purchase price, and there are added to it the total quantity purchased from time to time (say monthly), and also the estimated gross profits referred to, this amount, less the total sales, should show the stock on hand, assuming that the gross profit named has been exactly earned. By deducting the gross profit from the sales and then credit- ing the stock account, the same result would be secured. This book-figure can easily be verified or corrected at the time of actual inventory. Another common and often useful practice in testing the ac- curacy of the stock at any time is to make a comparison between the stock and sales for a particular period and a corresponding period of prior years, though this is only a rough test and not definite. The accounts of an establishment handling various kinds of goods should be so kept that the position of the various de- partments as to purchases, sales, etc., may readily be secured. Such a system serves two most useful purposes, (i) Attention is directed to any discrepancy between actual and estimated gross profits by means of a like difference between a physical and the book inventory. (2) Needed information is furnished from month to month as to the probable amount of stock in each department, and this knowledge serves as a guide to and check upon the various departmental managers, as well as affording material for an interim balance sheet, if one is desired. Where a more accurate check on the various departments is 314 AUDITING desired, the following method is employed: All goods are charged to departments at the selling price, this having been de- termined in advance. Any changes in value are recorded and when the inventory is taken it is priced both at cost, for the private office, and also at selling price, for the purpose of verifi- cation, and the account is supposed to balance exactly. Houses whose business reaches a large volume find this system gives satisfactory results with but slight discrepancies. It can be extended, too, with advantage to other trades, such as retail branch stores selling cigars, groceries, men's furnishing goods, and similar lines. To furnish conclusive information relative to gross profits made in various retail lines is, of course, impossible. Situation, nature of the business, policy of the management, local condi- tions — all enter into the result so that any attempt to outline even approximate figures would be unwise and misleading. However, any auditor might compile a table out of his own expe- rience that would prove of value. If it becomes necessary for the auditor to design stock ac- counts for any particular business, he may well take advantage of whatever practical experience is possessed by his clients or their managers, supplementing such knowledge by his own expe- rience, and if he should be so fortunate as to have an intimate acquaintance with the special business in hand, he will undoubt- edly find it of the greatest assistance. Controlling Subsidiary Ledgers: There will be found in nearly every concern some device adopted by the individual bookkeepers for balancing their ledgers. This is usually in the shape of a large "proofsheet," on which are recorded the totals of the various books or columns from which the details were posted. Where there are a number of ledgers, each dependent upon all the others for its balance, even such a makeshift is help- ful in locating the ledger that is out of balance. But a much more practical and a more scientific method em- ploys in the general ledger a controlling account with each sub- sidiary ledger. From the various books of original record the details are posted to the subsidiary ledgers, but the totals are posted to the respective controlling accounts in the general ledger, keeping that ledger in balance. For instance, there may THE DETAILED AUDIT 315 be two sales ledgers (A-M and N-Z) to which the details of the sales book are posted. In the general ledger "Sales" account would be credited as usual, but in addition each of the sales ledger controlling accounts would be debited with its part of the total sales. Ledger A-M Controlling Account Ledger N-Z Controlling Account To Sales Account Columnar Ledgers: Another form of ledger, to which the term "self-balancing" is fully as applicable, is the columnar ledger. Its advantage lies in the fact that a large number of customers or accounts can be carried in a comparatively small space and can be referred to with a minimum of effort. It can be used, however, only when the number of transactions with each customer is small. The ledger gives a line or a double line to each account and provides columns for posting the debits and the credits once each month or at other intervals. The totals in each column are carried forward from page to page or are recapitulated, and the final totals should agree with the totals in the controlling ac- counts in the general ledger. Another use of the tabular ledger is as a summary of charges where customers have a very large number of transactions monthly. The details are kept in a subsidiary ledger and are posted in total to the tabular ledger. It then becomes a ledger of controlling accounts, and is in turn controlled by an account in the general ledger. Efficiency of Organization: An auditor is peculiarly fitted, upon the completion of an audit, to comment intelligently upon the efficiency of the organization. He has had access to all the records and has seen the performance of the staff under a variety of conditions. The average client to-day wants suggestions relative to the perfection of his organization, and it is only right that he should have them. The auditor should be able to judge whether the staff is too large, whether the arrangement of the office and the layout of the work is capable of improvement, and whether there is needless repetition of records in dififerent depart- ments. Many times it is possible to show laziness or pure inability 3i6 AUDITING on the part of employees by the application of the efSciency theory that for any task there is a determinable standard. Sup- pose it had been demonstrated that a clerk under favorable con- dition should be able to post three hundred items per day. A little investigation shows that because of the use of the old- fashioned index and awkward books he is able to post but two hundred items, therefore the work is only 66^ per cent efficient. The book of original entry is being used by two people, so he has to lose lo per cent of the time waiting for it. That brings the efficiency of the work down to only 90 per cent of 66^ per cent, or 60 per cent. He is fifteen minutes late in the morning, begins to put his books away fifteen minutes before closing time at night, and reads the paper for half an hour after lunch. Another 12^ per cent of the 66^ per cent is gone ! His efficiency, then, would be 51^ per cent. But he has so little faith in the accuracy of his work that he checks every posting back to the original record, losing at least one-third of the possible 100 per cent, and bringing his net efficiency to 18 per cent. If he were paid $18 per week and another man were obtained who could perform the work according to the standard set, or 100 per cent, it would be profitable to pay the efficient man even $50 per week and still receive from him twice the service-value of the inefficient man. CHAPTER XXI DEPRECIATION With the modern development of business and industry and the enormous additions to the value of property, plant, appli- ances, and stock in trade, the question of depreciation or allow- ance for loss of value has naturally gained much in importance. Indeed, the settlement of the question of what shall be allowed for depreciation is one of the most important which accountants are called upon to discuss. The auditor must always consider the adequacy or inadequacy of the provision made, be- fore he can determine the form of the certificate or report which he can give. It is important at the outset to distinguish between fluctua- tion and depreciation. The former may be a change for the better or the worse in the value of the assets and is attributable to causes apart from the business itself. Entirely extraneous influences may cause fluctuation in the value of assets and, there- fore, it is generally admitted that as the actual manufacturing profits are not affected thereby one way or the other, these fluc- tuations in value need not be considered in the current accounts. Depreciation, however, is a decline in the value of property such as may reasonably be expected to occur as a result of wear and tear and gradual obsolescence. It is due to the possession and use of the assets, and therefore is a part of the cost of [operation. A concise definition of depreciation which has been widely used is that it is the deterioration of anything by time or use. P. D. Leake's definition, "expired outlay upon productive plant," is a good one, as is also "accrued renewals." Before leaving the subject of fluctuation it may be well to consider for a moment what treatment may be accorded to a favorable fluctuation in the value of fixed assets and current assets. In the former case it is generally conceded that the in- crease may be treated as a secret reserve. In the latter case it is temporarily a secret reserve which will be included in trading 317 3i8 AUDITING profits when the assets affected are realized. An unfavorable fluctuation, if apparently of a temporary character, may be disre- garded, but when it is probable that the unfavorable conditions will remain until the time of realization of the assets affected, provision should be made for the loss; in other words, an un- favorable fluctuation should be charged against the period in which it occurred (as an extraordinary item) instead of against the period of realization. * In general it is not necessary from a legal standpoint to charge an unfavorable fluctuation in fixed assets against revenue before the declaration of dividends from current profits. While these fluctuations may be disregarded in accounts, it may be desirable, however, to present the true state of affairs to stock- holders by means of a note attached to the balance sheet or in- cluded in the auditor's report. The New York Court of Appeals, in one of its decisions, stated the theory of a depreciation reserve in a most lucid manner, as follows: Judicial notice may be taken of the fact that in the conduct of many- industrial enterprises there is a constant deterioration of the plant which is not made good by ordinary repairs and which, of course, operates continu- ally to lessen the value of the tangible property which it affects. The amount of this depreciation differs in different enterprises, but the annual rate is usually capable of estimate and proof by skilled witnesses. No corporation would be regarded as well conducted which did not make some provision for the necessity of ultimately replacing the property thus suffering deterioration; and we cannot see why an allowance for this purpose should not be made out of the gross earnings in order to ascertain the true earning capacity. Although the charge for depreciation is recognized by the law, and provision is made therefor in the forms supplied by the Treasury Department in connection with the Federal Corpora- tion Tax Law, there is a wide difference of opinion as to the amount of the allowance to be made from time to time. Many company officials — particularly railway officials — prefer to re- gard depreciation charges as flexible. They adjust them to meet the conditions of different years, so that in time of large profits the allowance shall be large, and during bad years the allowance small, or none. This, however, is entirely opposed to sound accounting prin- ciples, and the Treasury Department in this instance agrees with DEPRECIATION 319 the opinion of the accounting profession. It is important that there should be some fixity in regard to the rate of depreciation to be allowed. Under the system of varying charges for depre- ciation it would be impossible to fix an intelligent basis of rates, and comparisons with other years would be practically worth- less. If the business man, whether in the railroad world or else- where, is to pass over one year without making any allowance for depreciation, it will rfesult in a misrepresentation of condi- tions at the end of that year, and it is unjust and incorrect in every way to expect a good year to bear the burden of depre- ciation which has occurred in one or more bad years. Causes for Depreciation: The various elements of deprecia- tion have been very clearly described by Professor M. E. Cooley : (i) Depreciation Due to Wear and Tear and Exposure to the Elements. This is continuous. All elements have a wearing life varying with the element itself. No element can be completely worn out; it can be worn only to a point below which it becomes unsafe or no longer serves its original func- tion. In practice the average condition of all elements must be maintained at a high percentage of the original cost if the property is to serve its purpose properly. This percentage varies from seventy-five per cent to eighty-five per cent of the cost new of the property. The difference between this per- centage of from seventy-five to eighty-five and the original one hundred is a depreciation which is inherent in the property and cannot be dispensed with. It must be met by a sinking fund, or its equivalent, otherwise this part of the original investment becomes lost. (2) Depreciation Due to Accidents; a Sudden Depreciation. An engine or a boiler may be wrecked, and with it, other machinery. This might, and probably would, involve a considerable expense for repairs or replacement besides possibly crippling the plant in part. Cars may collide or a car may drop through a bridge. A bridge itself may fall or be carried away by floods. A storm, as a cyclone, may work havoc, entailing costs in excess of those proper to be charged to ordinary maintenance of property. (3) Depreciation Due to Inadequacy. Cars suitable in the past had al- ready been superseded several times by larger and better cars. This has rendered the track, structure, and bridges inadequate, and as more power is required to propel the larger cars, the power plants have become inade- quate. The public demand is largely responsible for this depreciation due to inadequacy. (4) Depreciation Due to Obsolescence. This, while closely allied to the depreciation due to inadequacy, is different in that it embraces changes due to advance in the art. More efficient and effective machinery has appeared which must be substituted for the old to keep abreast of the times. For example, in steam-engine practice the turbine has come into general use during the past five years and the art of steam turbines is at the beginning. Generators 320 AUDITING adapted to piston-engine practice are not adapted to steam-turbine practice and must also be changed. Boilers adapted to piston-engine practice must be replaced to carry the higher pressures required. Condensers must also be changed to secure the better vacuum required to realize the full advantage of the steam turbine. Owing to the rapid disappearance of coal beds, the price of fuel must advance, and this presumably will before many years force the adoption of the gas producer and the producer gas engine. Water powers are wisely being developed, but to utilize them requires the scrapping of large parts of the machinery in use at present. Repairs and Maintenance : It is an accepted rule that repairs and all other expenses of maintenance should be charged against profit and loss, but the auditor should not decide on the amount required for depreciation until he has scrutinized the. repairs account, as in this account he may find that charges have been made for renewals and replacements which, as far as they go, apply in lieu of a depreciation reserve. If a machine could be built like the "one-hoss shay," this question would not arise and a depreciation reserve would work out exactly, but under modern conditions it invariably happens that a machine wears out one part at a time, and if the parts are replaceable, the life of the machine as a whole may be extended almost indefinitely. Obsolescence and inadequacy are the prac- tical factors which operate against a fair test of the possible life of present-day plant and equipment. Mr. Henry Floy, the eminent engineer, cites the following instance : For example, the life of the ordinary steam engine may be taken at twenty years, but it is not uncommon to find engines still in use that are very much older than this. The writer noted, within a few months, that a vertical engine installed in England in 1856 had recently been equipped with con- denser, supplied with superheated steam, and was still in use at fifty-five years of age, giving economical and satisfactory results. Methods of Applying Depreciation in the Books: (i) The FIXED PERCENTAGE BASIS is the most popular and is the one in gen- eral use. It is applied : (a) On a flat basis, e. g., if the life of a machine is ten years, one-tenth, or ten per cent, is charged off annually. (b) On a reducing scale basis, i. e., a rate is ascertained which, when applied to the original cost and on the diminished DEPRECIATION 321 value thereof as periodically determined, will reduce the book value to scrap value at the end of its estimated life. Method (a) is more generally followed than (b), although there is in use a method which is a cross between the two and which is not scientific. It consists in charging the rate as de- termined under (a), but in applying it to the reducing value instead of to the original cost. For instance, if the life of a boiler is estimated at ten years, ten per cent per annum is set aside, but on the diminishing value. If the table on page 326 were cal- culated on this basis, the book value would be $348.68 at the end of the tenth year, instead of $100 as under the other methods. Nevertheless, this is a popular method and must be reckoned with. The fact of the matter is that when an executive directs a clerk to "charge off ten per cent for depreciation," he does not stop to consider whether it means off the original cost or the reduced value. The theory of and advantage claimed for (b) is that repairs and maintenance are very light during the early years of a machine and very heavy during the later years. In both (a) and (fc) it is contemplated that all maintenance costs are to be charged oflE in addition to the depreciation. Roughly speaking, with (b) the aggregate of depreciation and maintenance would be the same each year, whereas under (a) the aggregate during the first years would be light and dur- ing the last years heavy. (2) Sinking fund method : If it is proposed to set aside such a sum periodically as will equal the original cost of a machine (less scrap value) at the end of its estimated life, it is customary, after taking into consideration the average rate of interest which can be secured, to pay into a fund a fixed amount periodically. The aggregate thereof, together with the accumulated interest, will equal the amount required to renew the machine in question. This method is seldom followed. There is good authority, however, for its use where a single, large piece of property is being operated. This point is well expressed by Mr. Floy : In all cases involving a consideration of the expenses of keeping a property in operation, there should invariably be included allowances to cover all ultimate depreciation and replacement. For a small company or where 322 AUDITING relatively large proportions of the invested capital are locked up in a few or single pieces of property, it is preferable to accumulate, in advance out of operating income, reserve funds from which to provide for all classes of depreciation. But such method may be unnecessary and possibly an inex- pedient accounting complexity with large corporations, where the invest- ments in any single piece of physical property are small, relative to the total investment. The truth of the above will be at once recognized from the following illustration. If the company which erected the Metropolitan Life Insurance building had only that property, it would be essential that funds should be laid aside annually in amounts sufficient to replace the original in- vestment at the end of the useful life of said building. The unsettled conflict between the Third Avenue Railway Company and the New York Public Service Commission with reference to the actual setting aside of an amortization fund and a depreciation fund is of considerable interest. The Third Avenue Railway Company had gone through a receivership and the par value of the securities of the reorganized company ex- ceeded by a considerable amount the value of the physical prop- erty owned by the company. The Commission directed that a fund be created into which the Company pay annual installments out of its income, so that at maturity of the outstanding secur- ities an amount would have been accumulated which, together with the company's other property, would equal the par value of the outstanding securities. The Commission also directed that there be set aside annu- ally at least 20 per cent of the earnings for current maintenance and future replacements (depreciation), the unexpended portion of this amount to be "credited" to a separate depreciation fund at the end of each year. The opinion of the Commission is of sufficient importance and interest to warrant the reproduction in full of that part deal- ing particularly with the amortization and depreciation funds. Amortization of Discounts. The requirement that discounts shall be amortized is a generally recognized principle. The unanimous conclusion of the Railroad Securities Commission in its recent report to the President of the United States was to this effect: "It seems to be generally agreed that no limitation should be placed on the price at which bonds can be sold, but any discount should be canceled or amortized during the life of the bonds by the appropriation each year out of annual income or surplus accumulated after the issue of the bonds of not less than the proportionate amount of the discount." The Securities Commission also said, regarding the issue of stock DEPRECIATION 323 below par, that the difference between par value and cash received should be amortized within a short term of years, thus : If a document says one hundred dollars has been paid, one hundred dollars ought to be paid. The most that can properly be done is to allow companies which cannot sell such stock at par to arrange for the "amortiza- tion," or gradual cancellation, of any necessary discount by appropriating, out of future income or surplus which may accrue subsequent to the issue of such stock an annual sum having precedence over dividend-payment, to be so applied on capital account as to make the deficiency good in a period of no very great length. The Public Service Commission has approved the issue of approximately $100,000,000 par value of bonds exclusive of the securities of the reorganized Third Avenue and Metropolitan Street Railway companies. Probably 90 per cent of these securities have been 35^, 4, or 5 per cent bonds, issued at less than their par value. It has been the invariable practice of the Commission to require the difference between the cash proceeds of the bonds and their par value to be treated the same as bank discount or interest paid in advance and to be amortized within the term of the obligations. The propriety of this requirement has never been contested by any of the corporations affected. This procedure is in accordance with well-established principles of accounting and with the rules of accounting prescribed by the Interstate Commerce Com- mission and the two Public Service Commissions of New York and other regulatory bodies. In the previous opinions in this case the Commission found the total liabilities of the entire Third Avenue system, after eliminating book entries, intercompany accounts, etc., to be approximately: Receiver's certificate and notes $3,755,000.00 Funded debt of Third Avenue Company 5,000,000.00 Funded debt of underlying companies 5,892,000.00 Funded debt — other liens 1,240,000.00 Real estate mortgage 12,000.00 Other current liabilities — estimated 2,811,744.34 New refunding bonds 15,790,000.00 New income bonds 22,536,000.00 New stock 16,590,000.00 Total $73,626,744.34 Upon the other side of the account the Commission found the following assets and funds to be paid over: Physical property estimated to have a value at that time of about $35,100,000.00 Current assets 1,746,637.72 Cash assessment 7,200,000.00 Total $44,046,637.72 The excess of liabilities over assets is thus seen to be nearly $30,000,000. If the revisions in current liabilities and assets requested at a former hearing were allowed, the excess would be nearly $29,000,000. Even assuming that the current liabilities unfunded would be paid out of operating expenses, there would still remain an excess of upwards of $26,000,000. 324 AUDITING The Bondholders' Committee estimated that the 4 per cent bonds might sell for about 80, which is equivalent to a yield of slightly more than 5 per cent per annum when account is taken of the fact that a bond now bought for $800 will be redeemed by the company at its maturity for $1,000. The market value of the income bonds was estimated at 70, and the stock at about 30. Thus, upon the Committee's own estimate, the par value of the new securities exceeded the cash by $21,500,000, shown as follows : Par value Cash value $15,790,000 4% refunding bonds @ 80 $12,632,000 22,536,000 5% income " @ 70 I5.77S,200 16,590,000 Stock @ 30 4,977,000 $54,916,000 Total $33,384,200 (From the letters of Henry Floy, engineer, and Guthrie, Bangs & Van Sinderen, counsel to the Bondholders' Committee, printed in the proceedings of the directors of the Third Avenue Railway Company and filed as Exhibit F with the petition of the company, May 26, 1910.) Assuming that the property is maintained by annual cash expenditures and a depreciation fund, it would follow that in i960, when the bonds become due, there would still be a difference between the total capitalization and the value of the property (assuming that the amount of cash now paid in will be used to increase the value of the property) of approximately $25,- 000,000. In order that this difference, which is in the nature of a discount upon securities, may be eliminated during the life of the bonds, it is necessary that an amount should be set aside annually out of income before dividends and interest on the income bonds may properly be paid. It is evident that the annual amount is determined by the rate at which the fund will accumulate. It is certainly not less than four per cent, and upon this basis the annual payment would be $180,000, plus four per cent upon previous payments and accumulations. If this course is followed, the company in i960 will have a fund which, together with its other property, assuming it to be maintained as above stated, will be equivalent to the par value of the securities then out- standing. It is apparent that if the company is able to earn only four per cent upon this fund, either through investments in securities or in its own prop- erty, the net deduction will be $180,000 per annum. If, however, the com- pany is able to earn even more than four per cent per annum, the income above four per cent will work to reduce the net annual charge against income by the precise amount which the actual earnings exceed four per cent. If, for example, the company should be able to earn six per cent per annum, the net amount would be less than $100,000. Unless some such plan is followed, the company will not be able in i960, in refunding the bonds then due, to present as the basis for such refunding property which is equal to the par value of the securities. They will be repre- sented in part by discounts upon issues of 1912, fifty years before. Depreciation. The foregoing requirement has reference only to the DEPRECIATION 325 present impairment of capital. This impairment of capital has resulted to a considerable extent from the neglect of the old campany to make proper pro- vision for depreciation. If the company does not reserve a sufficient portion of its revenue to replace capital consumed during the year but not requiring replacement within the year, and then proceeds to treat the entire surplus as divisible profits, it is actually violating the corporation law against the declara- tion of dividends out of capital just as effectually as though it sold stock and distributed the proceeds immediately in the form of dividends. Unless, there- fore, careful provision is made for the creation of a depreciation reserve, there may be another repetition of the financial collapses that have been so conspicuous in the history of the street railways in Manhattan. Under the Third Article of the first refunding mortgage and the Fifth Article of the income mortgage, the company agrees and covenants to main- tain property, by making needful repairs, renewals, and replacements, and under the Second Article of the refunding mortgage it further agrees that no bonds shall be issued for replacements or operating expenses. To provide for such replacements, however, there ought to be some definite provision for a depreciation reserve. The matter assumes a special importance in view of the fact that the declaration of interest upon the income bonds will depend upon a precise definition of expenses and other deductions that may be made from revenue. Without clear definitions there is an almost certain likelihood of disputes between the income bondholders and the stockholders as to the true amount of the profits. The Second Article, Sub. a, of the in- come mortgage enumerates the various items of expense to be deducted from revenue and specifies depreciation or obsolescence, but leaves the amount of such charge to be determined entirely by the discretion of the Board of Directors. When it is recalled that in one case where it was the object of the company to show small earnings Receiver Whitridge testified before the Commission that the total annual depreciation amounted to $600,000, and that in a second case, where it was the object of the company to show large earnings, the same Receiver testified that depreciation amounted only to $300,000, one will realize the necessity of a more specific definition of de- preciation. In the opinion of the Commission, there should be reserved out of revenue for the upkeep of the property, including both current maintenance and future replacements, in accordance with the accounting rules of the Commission, at least twenty per cent of the operating revenue of the Third Avenue Railway. This minimum rate has been used in other mortgages and contracts, is practically the standard percentage used by engineers in appraising street railways, and more especially is the rate estimated by the Chairman of the Reorganization Committee of the Metropolitan Street Railway Company. The Commission does not fix twenty per cent as the maximum rate or as the rate applicable to all cases. Further, if this rate should prove to be too high after a number of years, the facts may be presented upon applica- tion to the Commission for a modification of this order. But it is of prime importance that the situation into which the street railways of Manhattan 326 AUDITING drifted a few years ago be not repeated. Therefore, the Commission directs the company to provide and maintain two reserve funds, one for depreciation and one for the amortization of excessive capitalization so that the bond- holders may have property of some sort wherewith to reimburse the holders of securities. February 7, 1912. The President (formerly the Receiver) of the Third Avenue Railway Company has taken decided exceptions to the rulings of the Public Service Commission and the matter will probably be settled only after protracted litigation. The following table shows the results of different methods of calculating depreciation over a period of ten years upon an article costing $1,000 with a break-up value of $100 at the close of the decade. Fixed Percentage Sinking Fund Fixed Percentage Method. _ 20.67% Method. At 6% Year Method. 10% on ■Original Value on Diminishing Value Compound Interest I $90 . GO $205.70 $71-55 2 90.00 163.38 71-55 3 90.00 129.78 71-55 4 90.00 103.08 71-55 5 90.00 81.88 71-55 6 90.00 65 03 71-55 7 90.00 51.66 71-55 8 90.00 41 03 71-55 9 90.00 32 -59 71-55 10 90.00 25-87 71-55 $715-50 Compound In- terest at 5% . . 184.50 Totals $900.00 $900.00 $900.00 (3) Production method: A method of making depreciation allowances which has its advantages under certain conditions is that of charging an established rate per unit of output. This is especially applicable in the case of, say, a blast furnace where the frequency with which the linings will need to be renewed depends on the extent to which the furnace is being used. If it is being run at full capacity night and day, the wear on the lin- ings is obviously much greater than if the furnace had not been in continual use during the entire fiscal period. Another species of depreciation which may be said to come DEPRECIATION 327 under the above caption is that caused in a plant by the exhaus- tion of the mines or timber lands in connection with which the plant was constructed. Most of the value of coke ovens, for instance, is gone when the mines for which they were con- structed are worked out. Consequently, in determining the amount to be written off for depreciation of mining and lumber- ing plants, the factor of the probable future output of the mines or lands will be an important one and it will frequently be found advisable to base the plant depreciation charge on the output. Certainly this should be done where it is evident that the plant will outlive the exhaustion of the mines or lands. In such cases the depreciation charges should be sufficient to absorb the entire cost of the plant, less residual value, by the time the mines or lands are exhausted, even though at that time the plant might' still be in good operating condition. Sinking Fund Requirements to Retire Bonds, etc., Must Not be Confused with Depreciation Allowances : The trained account- ant or engineer recognizes the distinction between depreciation and sinking funds and never confuses the two terms. Not so, however, with lawyers and business men. The modern indus- trial bond is not popular unless a provision is inserted in the trust deed requiring that a sufficient sum be set aside annually, or otherwise, to retire the bonds before or at maturity. It is usual to provide that the installments must be provided out of earnings, and this is a wise course to follow, as it serves to keep down dividends declarations during the life of the bonds. Nevertheless, the sinking fund installments are capital expend- iture and do not properly appear among operating expenses, but should be stated as deductions from the net profits when ascer- tained. This course fulfills the obligation imposed in the trust deed and yet does not permit the surplus to be overstated. Now the sinking fund provision may be greater or less than the amount required for depreciation, aside from the fact that one is an operating expense and the other is a discharge of a capital obligation. Therefore, depreciation should be calculated and charged against earnings before the net profit is determined irrespective of the existence or nonexistence of sinking fund re- quirements. The common misconception of the proper treatment of com- 328 AUDITING pulsory sinking funds can be explained by an illustration taken from actual practice. A manufacturing corporation handling a patented device issued bonds aggregating $375,000, payable in installments of $25,000 annually for fifteen years. Having in mind possible competition and obsolescence of its property, it was provided that the sinking fund installments be charged against earnings. The president of the company had a contract under which he was to receive a bonus of five per cent of the net profits in addition to his salary, but it was specifically provided that as to him the charges against earnings should not include the sinking fund installments. In making up the first year's accounts the auditors decided that the depreciation reserve, as nearly as could be determined, should be stated as $25,000, and this amount was included among the operating expenses. When their report was submitted to the directors, the presi- dent referred to his contract and stated that the sinking fund pro- vision and depreciation were synonymous and that he was en- titled to five per cent of the earnings before any deduction was made for depreciation. The majority of the directors agreed with him, with the result that the company has overpaid the president $1,250 per annum for several years. Perhaps the time will arrive when depreciation will be gen- erally considered as a prime operating cost. If it is so treated throughout the accounts, no such misunderstanding as that above cited could occur. Depreciation Is an Operating Expense : We often see a state- ment in published reports that a corporation has realized net profits amounting to a certain sum, and that out of these profits an allowance for depreciation has been made. It would be just as logical to state that a candy manufacturer had earned a net profit of one hundred thousand dollars and that out of said one hundred thousand dollars there had been set aside twenty thou- sand dollars to pay for the sugar consumed in the manufacture of the product. The use of that which is consumed is a loss or expense. Ma- chinery is consumed; sugar is consumed. You cannot say that one is an operating expense and the other is an item which need not be ascertained nor taken into account until the net profit is shown. Net profit means only one thing in the vocabulary of the DEPRECIATION 329 professional auditor, and that is the excess of income over oper- ating costs, expenses, and losses. It cannot be determined by taking into account all of the income and a part only of the charges against income. If the provision for depreciation is not such an item as can be included among the costs of operation, then it is a misnomer. This view of depreciation is well expressed by Professor Henry C. Adams, writing with respect to railroad accounts, but the principle enunciated applies with equal force to industrial accounts. When carried to its final analysis the question of formal depreciation charges to operating expenses is simply a question of what constitutes cost of operation, and the time when such cost shall be acknowledged in the accounts. The position which the Interstate Commerce Commission's system of accounts assumes on this point is, that the depletion of an asset which represents an investment through the use of that asset in operation creates an item of cost of operation which should be reflected in the accounts when the fact of such depletion takes place, and that a statement of net revenue made without including this element of cost in operation expenses is an erroneous statement. Depreciation a Local Issue: The auditor must use his own judgment in passing on rates of depreciation just as much as he does when he inspects purchase vouchers. In one locality steam coal may be two dollars a ton, in another four dollars. The varia- tion may be entirely legitimate. In one locality boilers may de- preciate 7J^ per cent annually, in another the rate may be 15 per cent. It is not merely a question of the life of the boilers, because no experienced engineer or boiler manufacturer would answer the question unless he knew the use to which the boiler would be subjected, the climate, the water, the class of labor, the probabil- ities of shut-downs, etc. And similarly with almost all other classes of property which depreciate by wear and tear. There- fore, wherever rates of depreciation are mentioned in this chap- ter, they must be taken as suggestive only and in a relative sense. The student without other experience can thus broadly acquaint himself with general observations and modify his views later on as he gains experience. Investment of Depreciation Reserves : It has been urged that unless an amount corresponding to the reserve for depreciation 330 AUDITING is invested in marketable securities, it is not a de facto reserve, but merely a book account. This is a matter of secondary im- portance. The principal point to consider is whether or not there has been charged to income a sufficient sum to cover the loss by wear and tear and obsolescence. So long as this is done there is no possibility of the amount thereof being paid out in divi- dends. It is left in the business in the form of cash or any other undivided asset. The question of its investment is immaterial. The concern that can and does purchase securities equal to its depreciation reserve and retain such securities until the pro- ceeds are needed for the purchase of machinery, etc., could cer- tainly be depended upon to renew its machinery when necessary even though its depreciation reserve was represented among its current or fixed assets. The life of plant and equipment is too uncertain to warrant the purchase of bonds which are to be sold to finance renewals. A well-managed plant is attended to daily as to its up-keep, and renewals and changes are made as needed. Importance of Provision for Obsolescence: It has been pointed out that actual depreciation is ascertainable. That is to say, machinery, for instance, cannot be operated efficiently if it falls below, say, 70 per cent of its condition when new. If its theoretical life is ten years and 30 per cent has been set aside during the first three years, the question then arises as to what to do at the end of the fourth year. If the shop is properly man- aged, it is probable that the machine is worth 70 per cent of its cost and will remain so until superseded. But no manufacturer can depend on keeping up his equipment by renewing old ma- chines in whole or in part. It is inevitable that improvements will come so long as the times produce inventors and men of initiative. Therefore the manufacturer who is willing that the product of a machine shall bear the cost of the machine con- tinues to charge operating and credit reserve for depreciation with such an amount as will enable him to discard his old ma- chine as soon as a better one appears. One of the foremost efficiency engineers in this country told the author that the tendency to scrap old machines and buy new ones had often been carried to an extreme ; that in some cases a new machine of twice the capacity of an old one costs much more DEPRECIATION 331 than twice as much, and that the interest, depreciation, and other charges against the new machine more than offset the saving in time or increase in production. Nevertheless, the tendency to discard is strong, and the auditor who endeavors to charge out the cost of a machine against its product must set up a reserve for obsolescence or he will find the reserve for depreciation insufficient. It is not advisable to separate the accounts in the books nor on financial statements. No manufacturer cares to publish his estimate of that part of his equipment which is getting out of date. Depreciation of Different Classes of Property : Passing from a general discussion of the rules which have the approval of com- petent authorities, it is desirable to study their application to various classes of assets. For the sake of convenience we will take up the depreciation of fixed assets as they appear in Chapter IX (page 117). Land : It is usual to dismiss this item with the statement that land does not depreciate. Nothing could be further from the fact. The great bulk of land in the United States is depreciating through use just as much as depreciation occurs in machinery through use. The land on which buildings are erected or which is used for storage purposes, etc., may not depreciate, and the aggregate of such holdings is very large, but the auditor must inquire into the purpose for which land is used, its location, etc., before he can decide offhand that the land has not depreciated. Land used for agricultural purposes may depreciate through use and does depreciate unless a certain rotation of crops is fol- lowed or unless fertilizers are used. The latter is equivalent to the cost of maintenance and repairs in a factory. The price of flax seed has increased enormously because dur- ing the early years of farming in the West the vitality of the land was exhausted by raising a crop which impoverished the soil to such an extent that the farmers were obliged to discontinue the raising of flax. During the period when this crop was using up the value of the land the farmers should have set up a reserve for depreciation, and it would have been apparent that the net price realized from the flax crop was not nearly so high as it seemed. 332 AUDITING and that wheat, while bringing in less cash per acre, would have been more profitable. This illustration may not seem pertinent enough to warrant its inclusion in a book which is intended to be practical, but the author wishes students in particular to use their imagination on every possible occasion, and this is a convenient place to reiter- ate the advice. Heretofore textbooks on auditing have stated without qualification that land does not depreciate. If it is a fact that three-fourths of the land in the United States is depreciating through use, these statements should not have been allowed to go unchallenged so long. Land fluctuates in value, sometimes violently, but such vari- ations are not to be confused with depreciation. Buildings: It is difficult to foretell at what rate buildings will depreciate, and it is practically impossible to set a standard common to all the different classes of buildings which may be found among the assets of different enterprises. When the ledger account includes land with buildings, the depreciation usually must be confined to the buildings only. As a general plan, if the allowances for depreciation take the form of the installment plan, the annual rate of deduction will range from one per cent to five per cent of the origirial amount, the rate vary- ing according to the workmanship, material, service to which the building is put, climate, and any other factor which may influ- ence the life of the building. By the sinking-fund system the sum to be set aside must be such as will accumulate to the cost of the building during the probable life of the building. Repairs will have to be borne by the income, in addition to the item of depreciation. It must be remembered that no building will last forever; and this statement is made in the face of the claims of the advo- cates of concrete construction. Possible appreciation in land should not be used as an offset against the depreciation of build- ings unless the former is set out clearly on the income side of the accounts and the charge for depreciation included among the expenses. It will then be apparent that an anticipated profit is being used to offset an actual expense. The following rates of depreciation on buildings are taken from different authorities. DEPRECIATION 333 U. S. Government Allowance Per Cent Per Annum Brick buildings : Occupied by Owner i to iJ4 Do. Tenant 1% " 114 Frame buildings : Do. Owner 2 " 2}4 Do. Tenant 2^ " 3 Wisconsin Commissions Years of Life First-class stone and brick (office buildings) 75 Second-class shops, car-barns, and power stations 50 Brick gas retort houses 30 Frame dwellings 35 Frame stables and coal sheds 20 to 25 Public Service Commission, New York Brick buildings 2% Chicago Traction Co. Valuation Brick buildings l}4% Leaseholds: Premiums paid for leases may be considered as the price of a terminable annuity of an amount equal to the dif- ference between the annual value and the annual charges. In the case of short-term leases it will be found most convenient to charge a proportionate part against each year's revenue, but this method would not be desirable in the case of longer leases, as it is not sufficiently accurate. The annuity method would be more desirable where long leases are concerned, as it is not proper that the early years should bear the carrying charges on the full pur- chase price in addition to a prorated installment of the principal. It sometimes happens that at the end of a lease there is a claim for damages based on the condition of the premises. It is not usually possible to restrict the use under a long lease to ordinary wear and tear. The amount thereof will vary accord- ing to circumstances, and the possibility of this contingency must be taken into consideration in making the calculation. When there is an agreement in a lease calling for the restoration of premises to the original condition at the termination of the lease, the estimated expense may be accumulated and spread over the years of the life of the lease. In England, where leaseholds are far more common than here, the annuity system is usually applied and the interest on the investment is charged each year on the diminishing value of the lease. The amount of depreciation is fixed, but as the reserve grows larger the interest charged decreases. 334 AUDITING When new buildings are erected on leased land the full cost thereof will have to be provided for during the term unless there is a provision for revaluation at the expiration. In any event the amount which will disappear from the assets at the end of the lease must be absorbed equitably during the period. The annuity system is suggested as the plan most suitable. Machinery and Equipment: The rate of depreciation to be allowed in the case of machinery has been the subject of more discussion than any other allowance of this nature. So many factors enter into the life of machinery that it is absolutely neces- sary for each machine to carry its own individual rate, and this can be determined solely by experience. In the case of two machines exactly alike in the beginning used in different fac- tories, there may be a considerable difference in length of life and service; consequently no hard-and-fast rule can be laid down. But in addition to charging all repairs and part renewals to oper- ating, from 7J/2 to 12J/2 per cent should be written off annually from the original cost to provide for normal depreciation by wear and tear and obsolescence. It is invariably desirable that a subsidiary ledger should be kept containing details of the machinery accounts in the general ledger. This assists in arriving at rates of depreciation and is of great value in case of fire or in determining the amount to be written off in case of sale. A considerable part of the ordinary wear and tear for which depreciation reserves are created is usually charged to operating expenses in the form of repairs and maintenance. Small parts of machines are wearing out or breaking and are being constantly renewed. In some cases nearly every part of a machine may be renewable, and it is quite conceivable that at the end of five or six years a machine may be largely renewed and be about as good as new. If in the meantime depreciation at the rate of 10 per cent per annum has been reserved without any adjustment for new parts supplied it is evident that the reserve is too large. It is not intended to advocate any reduction in ordinary de- preciation rates, but it is suggested that the careful auditor should study the relation between the depreciation reserve and the physical condition of the machine. Reference to Professor Cooky's description on page 319 herein will remind us that ma- DEPRECIATION 335 chinery to serve its purpose properly must be maintained at from 75 per cent to 85 per cent of its original condition, therefore there is no necessity for providing the cost of maintenance plus the wear and tear element of depreciation if the latter is fully cov- ered by the former. The following tables compiled by Mr. George A. Cravens and published in the Electrical Review, April 23, 1910, are of interest. Rates of depreciation on various kinds of equipment as estimated in connection with litigation and by recognized au- thorities are shown. Table II indicates the variation caused by light or heavy use. TABLE I Itemfl |:i l| fi go 1 1 ■5 > < 1 p. 1 So F 11 S^ 3-5-10 3-5 6 6 7-5 75 6.6-8.5 5 5 5 5 8-10 5 5 2-5-3-3 2-5-3-3 4-6.6 5-8 7-5 5 Steam Piping 6.6 8-10 Auxiliaries 5-10 6.6 5 6.6-8.5 ,s 5 8-10 5 4-6.6 V5 7-5 Steam Engines .... 3-10 6.6 5 5-6.6 5 5 4-6 5 2.5-5 4-6.6 5 Steam Turbines . . . ,S 5 5 7-9 5 2.5-5 4 4 Belted Generators . 5-10 6.6 7-5 5 5 5 5-10 5 6.6 3-3-4 7-5 Wires and Cables. . 2 6.6 5 2 ,S 3 3-5 5 4-6.6 5 5 Switchboards, etc. . 2 6.6 .5 2 7-5 5 8-10 5 2-5 S 5-10 6 6 5 ID 5 5 5 5 5 5-8 9-1 1 5 5 4-6.6 5-10 5 6.6 5 10 Storage Batteries . . 6.6 Shop Equipment . . 3-10 5 7-5 3-3-10 7-5 7-5 12-15 5 4-10 7-5 TABLE II Items of Equipment Light or Intermittent Service Heavy or Continuous Service Boilers, Water Tube Boilers, Fire Tube Piping, Steam, and Water .... Auxiliaries, Steam Engines, Steam Turbines, Steam Generators, Belted Wires and Cables Switchboards and Instruments Motors (A. C. and D.- C.) . . . Storage Batteries Shop Equipment, Tools, etc . . 5-8-3 6.6-10 5-5-8-3 4-6.6 5-6.6 4-5 5-8.3 4-6.6 5-8.3 5-8-3 6.6-10 7-5-15 S36 AUDITING Small Tools: Small tools should be revalued periodically, thus fixing accurately the rate of depreciation. If this plan is followed for several years and a dependable rate is secured, it may be feasible to omit the revaluation for a year or two, apply- ing the rate previously ascertained. Furniture and Fixtures : Many concerns write down this item to $1, and the practice is to be commended unless stockholders, partners, or other interested parties are being deceived. Where the asset is a large one such a course is not so feasible, but there is no doubt that this item is usually overvalued so far as any possibility of realization is concerned. Usually in a going business, assets are not treated on the basis of realization values, but in the case of furniture and fix- tures so many changes are made to suit the convenience and whims of executives and clerks, and offices are moved so often from one place to another, that furniture and fixtures have a most uncertain value. Office partitions are frequently built at the expense of tenants and are worthless at the end of the lease. In the meantime changes are often made, and if the auditor is careful he may find duplications in the account. If it is important to write ofif actual depreciation only, it will be found that 15 per cent per annum will represent a fair average allowance. Landlord's Fixtures: Leaving out of consideration the com- plex question as to what are and what are not landlord's fixtures, it may be laid down as a general rule that the minimum rate of depreciation upon machinery and fittings erected upon lease- hold property should be written ofif at a rate at least sufficient to wipe off the book value before the expiration of the lease. In the case of machinery, etc., which will not become land- lord's fixtures, a less rate may be permitted, but it is imperative that in such a case it should be clearly understood and agreed what are to be the landlord's fixtures and what are not. Horses: It will be readily seen that the depreciation of horses and other animals is rapid and inevitable. The rate of allowance may be from 15 to 25 per cent of the cost. By means of revalua- tion, which can be more accurately done in the case of horses than with most other assets, it should soon become possible to DEPRECIATION 337 determine the actual rate of depreciation. These revaluations should be fairly frequent. Wagons, Automobiles, etc. : In the case of wagons it will be found that 8 to 10 per cent per annum is an ample allowance, provided that all repairs, renewals of parts and maintenance are charged to operating expenses. As with wagons, most of the parts of an automobile can be replaced. Under ordinary conditions the rate of depreciation on automobiles should be fixed at from 15 to 20 per cent per annum. The most expensive parts, such as tires, motors, and bodies, may be easily replaced, and if charged to operating will leave unpro- vided for only accrued depreciation and obsolescence. Ships : Although the depreciation of ships is invariably great and must be the subject of allowance, it is a difficult matter to lay down any fixed rate to be written off. The amount of depre- ciation should be certified by an engineer, and unless there ap- pears to be some reason to doubt the correctness of his report, the auditor is not responsible. The auditor's certificate should state clearly that inadequate allowance for depreciation has been made unless an amount has been provided which in his opinion is ample. Patents : Although it is true that some value may attach to a patented article even though the patent has run out, it is gen- erally conceded that it is well to write ofif the entire cost of a patent during the period of protection. The patent derives its value in great measure from the fact that it is a monopoly, and the moment the monopoly has ceased by the termination of patent rights, the value is seriously affected, if not entirely wiped out. In the case of a patent which has been leased and not pur- chased, the item should not be treated as an asset except to the extent of its actual cost in fees, etc. To capitalize a patent lease at any sum in excess thereof would be as incorrect as to capital- ize good will, although both are latent assets in every paying concern. Copyrights may be treated in a similar manner, except that their commercial value generally expires long before the termina- tion of the copyright. (See also "Publishers' Accounts.") The original life of a patent is seventeen years, and renewals are dependent upon the introduction of some essential novelty. 338 AUDITING Good Will: While good will does not depreciate, it is con- stantly liable to fluctuations. Good will is not usually written off, and the question of the amount at which it shall stand in the balance sheet was not formerly deemed to be within the scope of the auditor's work, but the present range of an auditor's duties compels him to give serious thought to this item. The various points connected with the valuation of good will are fully dis- cussed on pages 131-135 and should be referred to in case a question arises as to writing ofif all or any part of the amount at which good will is carried. WASTING ASSETS Mines: Depreciation of mines is equivalent to a depletion of mineral wealth. The value of the mine to the owner or lessee has decreased at the end of a year by exactly the amount of ore extracted. But on account of the uncertainty in the total amount of ore, its quality and grade and the expense which may be involved in mining, it is a difficult matter to set such a rate of depreciation as will represent the average depletion during the life of the mine or the term of the lease, as the case may be. The only way in which this can be done is by estimation, which is naturally inaccurate and may be misleading. Under most State laws a mining company is not compelled to write off any depreciation before declaring a dividend, but it is generally considered better finance to write off annually such proportion of the total cost less residual value of plant as the output bears to the estimated content of the mine, or, in case of a leased mine, such proportion of the total cost as the output bears to the output estimated for the duration of the lease. On account of the great uncertainty of mining, and the fact that stockholders object to the accumulation of large reserve funds, which would earn only a low rate of interest and might just as well be distributed as dividends, it may be better policy that mines should be regarded as non-permanent undertakings in which excesses of current revenue might be distributed with- out regard to the value of the remaining assets in their relation to the amount of paid-up capital. Timber Lands: In just the same way that the removal of a ton of ore or coal reduces by so much the value of the mine, so DEPRECIATION 339 the cutting of each thousand feet of timber likewise reduces the value of the land on which it stood. It is obvious that there should be written off from year to year such proportion of the cost of the lands as the quantity of timber cut during the year bears to the quantity standing on the entire tract at the time of its purchase. In some cases allowance for the value of the cut-over lands may be made in determining the amount which should be charged off for depletion of the timber. Very frequently, how- ever, the cut-over land has but little value. Inasmuch as the total quantity of timber standing on a tract of land can be determined with much greater certainty than is the case with the contents of a mine, it follows that the depletion charge per thousand feet of timber cut can be more accurately fixed than is true of the depletion charges for mining operations. PUBLIC UTILITY COMPANIES Out of the agitation for municipal ownership and regulation, and the litigation resulting therefrom, has arisen a considerable amount of information bearing on the depreciation of such prop- erties. The following quotation and rates of depreciation are taken from Foster's Valuation of PubHc Utilities, page 198. In the Milwaukee Three-Cent Fare Case a number of engi- neers testified as to rates of depreciation, and these have been tabulated in comparison with rates specified by other engineers and companies. Cooley-Beegs-Starret-Pence Chicago goo "Sll Milwaukee Three-Cent Case Ib" 4&2 2 2 2 2 8 8. .5 8 7-75' 7.2 12.5-7 7-75 7.2 10 8.5 8 10-4 10-4 8 6.66 6 6.66-5 5 5 8.5 8.5-6f 8.5-6f 8 8. .5 7 2-5 5 5 8J-6f 14-10 14-10 4 Offi- cials S^ Improvements Track Main Special Work Paving Cars, Bodies, and Trucks Electrical Equipment Electrical Distribution. . . Poles — Iron Poles — ^Wood Wiring, etc Feeders and Cables 3 7-5 12 10 7-5 6 7-5 7-5 5 CHAPTER XXII THE CORPORATION TAX LAW AND DEPRECIATION Until recently judicial decisions on the subject of deprecia- tion were rare, arising chiefly in those cases where the point at issue was the payment of dividends out of capital. With the passage of the Federal Corporation Tax on August 5, 1909, there arose the necessity on the part of every corporation of consider- ing whether or not there had been any loss during the period covered by the returns which might be included among the de- ductions permitted by the Treasury Department. The law pro- vides : Such net income shall be ascertained by deducting from the gross amount of the income received within the year ****** (2) all losses actually sustained within the year **** including a reasonable allowance for depreciation of property, if any. In the regulations subsequently issued by the Treasury De- partment it was ingeniously argued that "received within the year" meant exactly the same as "accrued within the year," and that "actually paid" meant the same as "accrued," which accounts for the use of the word "accrued" in the following official ex- planation of the clause relating to depreciation. Depreciation. The deduction for depreciation should be the estimated amount of the loss, accrued during the year to which the return relates, in the value of the property in respect of which such deduction is claimed that arises from exhaustion, wear, and tear, or obsolescence out of the uses to which the property is put, and which loss has not been made good by pay- ments for ordinary maintenance and of repairs deducted under the heading of expenses and maintenance and operation or in the ascertainment of gross income. This estimate should be formed upon the assumed life of the prop- erty, its cost value, and its use. Expenses paid in any one year in making good exhaustion, wear, and tear, or obsolescence in respect of which any deduction for depreciation is claimed, must not be included in the deduction for expense of maintenance and operation of the property or in the ascer- tainment of gross income, but must be made out of accumulative allowances deducted for depreciation in current and previous years. Immediately after the returns for the first year were filed, 340 DEPRECIATION 341 the inspectors of the department (evidently inspired in their rul- ings, as all of those of whom the author has heard disagree with the instructions) commenced to pass arbitrarily on the allow- ances for depreciation which many corporations claimed in the returns. The statement was made that the Government pro- posed to decide every doubtful point against the corporations, relying on the latter to litigate the particularly unjust rulings and thus provide the Department with precedents which they could use subsequently if they so desired, Unfortunately for the cor- porations, the rulings against them individually usually aggre- gate a few hundred or a few thousands of dollars only, and they have hesitated to proceed against the Treasury Department and the Department of Justice combined. A vast number of these decisions are unjust and indefensible from an accounting or any other point of view. It is believed that if corporations would refuse to pay the additional amounts assessed against them by irresponsible and unqualified inspectors, the courts would not sustain the Treasury Department. Recently the Nipissing Mines Company was assessed some thousands of dollars of additional tax on the ground that the de- preciation claimed by it and deducted from its gross income was not entered on its books. The company resisted the payment and was sued by the government. The case was tried before a jury and a verdict rendered for the company. The opinion of the court is interesting, as an evidence of what may be expected if other unjust suits are brought by the government. United States District Court Southern District of New York. The United States V The Nepissino Mines Company. iTacombe, C. J. (charging jury.) This statute provides for a deduction of all losses actually sustained within the year, including reasonable allowances for depreciation of property, if any. That is within the second subdivision of Section 38. The circum- 342 AUDITING stance that in the third subdivision of Section 38, where the form of making the return is provided for, the same words are repeated, with a slight modi- fication requiring a separate statement of any amounts allowed for deprecia- tion of property, does not, in i^y opinion, change the meaning of the words used in the second subdivision of the paragraph. The word "allowed" refers . to an allowance by the Commissioner of Internal Revenue and his allowance or disallowance ends the matter unless some case is made out upon the strength of which a party may come into court to test the reasonableness of the allowance or disallowance by the Commissioner. The suggestion that there can be no allowance for depreciation unless such depreciation is en- tered in the books of the company, recorded from time to time, seems to me without force. The books may be very badly kept ; kept in such a way as will in the end bring them into trouble and difficulty, but this act doesn't provide any penalty for bad bookkeeping. It simply provides that one per cent of the net profit of the various corporations shall be turned over to the Government, and provides that in finding out that net profit there shall be a reasonable allowance for depreciation. Now, the testimony here seems to me entirely reasonable, and certainly it is not contradicted, that the value of the ore as it lies in the ore beds is, as stated by the witness to be, 31. i cents. The Government does not controvert the testimony by other witnesses, nor does it dispute the expert's method of calculating. This unit of value 31. i cents multiplied by the total amount of ore that was removed during the year, indicates in dollars the amount by which the total assets of this com- pany were depleted through the operation of the mine during that year. It seems to me to be a reasonable allowance for depreciation within the mean- ing of the statute. Certainly so much value has been eliminated from the property of the company forever. Granting the proposition that such is a reasonable allowance for the depreciation, upon the figures here there is no net profit remaining, which would indicate that the Government's claim for $8,534.68 should be dismissed, and that a verdict should be directed in favor of the defendant for the counterclaim, being the amount taxed, which it paid, $5,188.62, with an exception to the Government on each of these rulings. If the evidence had shown that the unit value 31. i cents is too high, there would be some net profit despite the depreciation, but the case must be determined on the testimony. It makes no difiference that in filling up the form of return under the direction of the Revenue Officers this claimed allow- ance was called "return of capital," which it certainly is not, instead of "de- preciation of deposits," which it clearly is. If the known value of an ore bed were exactly $2,000,000 and exactly $500,000 were taken out of it each year, in four years there would be nothing left. It is difficult to say why it may not reasonably be said that the ore bed suffers each year a depreciation of $500,000, just as a $10,000 piece of ma- chinery with a life of ten years suffers a depreciation of $1,000 each year. As I read the statute. Congress intended to allow all reasonable depreciations to be deducted from the gross profits to find the net, and the reasonableness of any deduction asked for depends upon the nature of the claim on which it is based, not upon the amount of dollars it may aggregate. Nor is it apparent DEPRECIATION 343 ■why it should make any difference that one cannot tell with reasonable cer- tainty the total value of the deposit so long as the value of the amount re- moved in any one year can be ascertained with sufficient accuracy. Nor is it apparent why the problem is altered in any way by the circumstance that the property was bought at a very high or at a very low price, or that the capitalization of the company which owns it is large or small. Verdict directed for defendant for $5,188.62. The official decisions bearing on the subject are quoted in full, as it is probable that many corporations have followed them blindly, not knowing that they are subject to judicial review, and that if an additional assessment is made which is not war- ranted by commercial or accounting practice, the courts will not permit the collection of such assessment. It may be noted that the first official ruling quoted is very neatly disposed of by Judge Lacombe : The suggestion that there can be no allowance for depreciation unless such depreciation is entered in the books of the company, recorded from time to time, seems to me without force. The author does not advocate the practice of omitting depre- ciation charges from the books of account. On the contrary, he urges the entry of depreciation allowances wherever such a loss is accruing, but this need not deter an auditor from advising a client that depreciation may be claimed as a deduction in the cor- poration tax reports, even though it has not been entered in the books. In this case the only point at issue is whether the depre- ciation allowance can be sustained. The client can very properly be warned that if the charge does not appear in his books, the burden of establishing its pro- priety is cast upon him, whereas if entered in the books in due course, the burden of eliminating or cutting down the item is upon the government. It will be observed by those familiar with the terms of the corporation tax law that many of the decisions of the Treasury Department are somewhat at variance with the exact letter of the law. Indeed, it has become impracticable to follow strictly along the lines of the act and the Bureau of Internal Revenue has been obliged to reconcile a not altogether workable law with existing conditions. 344 AUDITING In Treasury Decision 1742, paragraphs 83-94 inclusive and 96-105 inclusive, we find the following decisions : 83 Depreciation to be an allowable deduction in the return of annual net income of a corporation must be charged off on the ledger of the cor- poration, so as to show a reduction in the capital assets of the corporation to the extent of the depreciation claimed. Note. On May 9, 1912, a letter of instruction was sent to Internal Revenue agents in which this arbitrary rule was re- versed, it being found that the corporations whose accounts were in the best order were those who maintained depreciation reserves. In other words, the Treasury Department was not powerful enough to order corporations to depart from proper standards. The Commissioner's letter follows : Referring to Item 83 in T. D. No. 1742, and the various letters written from this office in which it has been stated that such depreciation to be allow- able must show an actual shrinkage in the value of the capital assets with respect to which the depreciation is claimed, you are informed that it appears that the interpretation placed upon this in some cases has been that there must be an actual change in the figures representing the value of the capital assets against which the depreciation charge has been claimed. It is desired to modify this to meet the needs of corporations whose books are kept in various ways, but which in the main are kept in accordance with the prin- ciples laid down by the highest authorities among public accountants, and it is requested that hereafter when the depreciation account of a corporation is entered as such on the books of the corporation so as to constitute an actual charge against the property account affected thereby, the charge so made may be accepted as a sufficient compliance with the requirements of the rules of this office with respect to claims for depreciation made in returns of annual net income for the special excise tax on corporations. Attention, however, is called to the fact that no part of the funds set aside for depreciation may be diverted for any purpose other than making good the depreciation in the property affected without actually reducing the valuation of the property against which the same was charged, if the same shall be desired to be claimed as a deduction in the return of annual net income. 84. Deduction on account of depreciation of property must be based on lifetime of property, its cost, value, and use, and must be evidenced by a ledger entry and a like reduction in the plant and property account with respect to which the depreciation is claimed. 85. In the case of corporations owning stocks and bonds or other securi- ties, if an annual adjustment of the value of such securities is made and the adjusted values made a matter of ledger entry, the appreciation of such securities as so entered must be accounted for as income, and the deprecia- tion may be deducted from gross income. If no annual adjustment is made, and the securities are carried from year to year as a permanent investment, there will be neither gain nor loss, as to the principal of such securities, until the same shall have been disposed of, when the gain or loss as com- DEPRECIATION 345 pared with the original cost shall be prorated, and the amount of such gain or loss apportioned to the years since the incidence of the tax, to wit, Janu- ary I, 1909, shall be added to or deducted from the gross income of the year in which the securities were so disposed of. 86. Where increase or decrease during the year in the value of real estate acquired in previous years, sold or held for sale, is taken upon the books and the rate cannot be accurately determined with respect to individual years, such increase or decrease may be prorated as provided by regulations in cases of sale of capital assets. 87. Premiums on stocks and bonds arbitrarily charged off on the books of a corporation do not constitute a proper deduction on account of depre- ciation, unless there shall have been an actual shrinkage in value of such stocks and bonds to the extent of the deduction claimed during the year for which the return is made. 88. Net income on uncompleted contracts may be estimated on the basis of the percentage of the work completed as compared with the contract price of the whole work. 8g. Cost of drilling new wells by oil corporations is considered better- ments and additions to the capital assets of the corporation. The expense of drilling dry wells may, however, be charged to profit and loss. go. Discounts, other than bank discounts on notes executed by a cor- poration, should be segregated from the interest item on the return, and should be included under expenses, item 4. 91. The mere removal of timber by cutting from timber lands, unless the timber is otherwise disposed of through sales or plant operations, is con- sidered simply a change in form of assets. If said timber is disposed of through sales or otherwise, it is to be accounted for in accordance with regulations governing disposition of capital and other assets. 92. Deduction on account of depreciation of property must be based on lifetime of property, its cost, value, and use. 93. Loss due to voluntary removal of buildings, etc., incident to im- provements, is either a proper charge to the cost of the new additions or to depreciation already provided, as the facts may indicate, but in no case is it a proper deduction in determining net income, except as it may be reflected in the reasonable amount allowable as a deduction for depreciation. 94. Depreciation of company's stock is a loss to the stockholders, but not a loss to the company issuing the same, and therefore not a proper de- duction. DEPRECIATION IN MINERALS, OILS, ETC. 96. In case of corporations whose business consists in part or wholly of mining, producing, and disposing of deposits of nature (ores, coals, gas, petroleum, and sundry minerals), the conduct of such business will be understood to comprehend two classes of gains or losses, viz. : (a) The gain or loss resulting from the sale of capital assets, i. e., either the increment or the loss, arising through possessing over a period of time the investment in the same. 346 AUDITING (6) The trading or commercial gain attached to the conduct of the industry, the employment of working capital, the effort and risk involved. 97. In the ascertainment of net income deduction will be allowed for depreciation arising from exhaustion of deposits of ore, mineral, etc., and for depreciation and obsolescence of improvements, in accordance with gen- eral regulations respecting depreciation allowances, on the basis of the origi- nal capital investment cost of the properties concerned to the company reporting. 98. A further deduction will also be allowed, through not including the same at all in the item of gross income (item 3, Form 637), for the unearned increment represented in such properties as at January I, 1909, which will be determined in general as follows : 99. An estimate should be made as of January i, 1909, of the fair market value at that date of the minerals, etc., in deposit. This estimate should be formed on the basis of the disposal value of the minerals in total and ex- clusive of value of improvements and development work. This valuation should also be reduced to a unit value per ton, barrel, etc. Note. Values, as aforesaid, should not be estimated on the basis of the assumed salable value of the output under current operative conditions, less the actual cost of production, because, as hereinbefore stated, the^ selling price under such conditions comprehends a profit both for carrying the in- vestment in minerals, improvements, and working capital, and for conducting operations in respect of production and disposal of product. The value to be determined as stated must be on the basis of the salable value of the entire deposit of the aggregate units of minerals considered en bloc if disposed of in that form. Nor must such valuation comprehend any speculative value which might attach to a sale of the minerals en bloc; i. e., a value which might be obtained on the ground that the future would develop a much greater reserve of mineral deposits than were believed to exist at the time the estimate as of January i, 1909, was formed. Any value of this latter character would attach obviously to such additional reserves when developed in future. 100. The unit value as of January i, 1909, ascertained as above out- lined, would indicate the value to be attached at that date to the capital assets disposed of during any calendar year succeeding, and should be used in de- termining the unearned increment at January I, 1909, which may be excluded entirely from the item of gross income, as before explained, in the following manner,' viz. : Value at January i, 1909, determined in manner outlined, of minerals, etc., which may be removed and disposed of in any year subsequent thereto $ Less the following: (o) Proportion of depreciation charge applying to ex- haustion of minerals disposed of, ascertained as first explained herein on basis of original cost ..$ (6) Royalty paid, if any, on minerals disposed of $- Balance, being unearned increment at, January 1, 1909, to be excluded from gross-income item $ . DEPRECIATION 347 loi. The precise detailed manner in which the estimate of value of minerals, etc., as at January i, 1909, shall be formed, must naturally be de- termined upon by each corporation interested, but formal record of such estimates, together with all sustaining information, should be carefully filed so as to be readily accessible for reference. Values as stated, as determined at January i, 1909, should be used in compilation in all subsequent years' excise tax returns. The question as to whether it subsequently develops the property possessed a greater quantity of mineral, etc., reserve than was in the aggregate estimated as of January I, 1909, is immaterial. Any excess which may be developed will be considered as possessing the same value at Janu- ary I, 1909, as that which then may have been known to be in the property. 102. Each excise tax return (Form 637) should be accompanied with memorandum setting forth the extent in amount of the exclusion made from the item gross income for unearned increment realized during the year, as above outlined. 103. As the amount to be deducted for depreciation (paragraph 2 pre- ceding) is to be formed on basis of the estimated reserve of minerals, etc., it follows that if it develops such estimate is understated, the cost investment in the capital asset may be wholly extinguished before all mineral reserves are removed. When this is reached, further deductions for exhaustion of minerals should be discontinued, but in such event, it will be noted, the allowance for unearned increment which is to be excluded entirely from gross income will be correspondingly increased. 104. In case of corporations leasing mines and paying royalties on minerals, etc., removed, the royalties paid are to be treated as expenses and deducted in ascertaining net income, as provided in general regulations. Any leasehold investment which the operating corporation may have in such properties, either through a payment originally made for acquirement thereof or for improvements made upon the property, to be accounted for in accord- ance with regulations governing depreciation allowances and disposition of capital assets. 105. In respect to properties of the character in question which may be acquired by a corporation after January I, 1909, a deduction will be allowed only as to depreciation arising from exhaustion based on original cost. No exclusion from gross income can be made for unearned increment, as profit arising in sale of such capital assets applies wholly to the period subsequent to January i, 1909. CHAPTER XXIII SPECIAL POINTS IN DIFFERENT CLASSES OF AUDITS FINANCIAL Introductory: It is impracticable to discuss in one book all the special points which arise in the audit of various enterprises. The general principles which underlie all audits have received full consideration and the rules which have been formulated will serve as a working program for the audit of any concern. Never- theless, it is of great value to a practitioner to acquire special knowledge of as many kinds of business as is feasible. The knowledge of the possible weak spots and the points of greatest importance in any given audit enables an auditor to make a better start than if his equipment consists solely of a knowl- edge of general principles. Human activity, so far as the relation of one person to an- other is concerned, finds expression in the universal medium of exchange — money; and the records of any or all of these activ- ities, no matter how well or poorly kept they may be, constitute the field of the professional auditor. The various classes of accounts with which an auditor has to deal are : Financial. Insurance. Manufacturing. Mining. Trading. Transportation. Public Utilities. Governmental. Executors and Trustees. Professional. Institutional. Miscellaneous. 348 BANKS 349 The foregoing groups will be considered with reference to those points only in which peculiar conditions exist or where special emphasis is required. No attempt will be made to cover any class of business in detail. NATIONAL AND STATE BANKS In recent years the subject of bank examinations has re- ceived much more attention than formerly. This is largely due to the passing away of the opinion once held by many bank directors that the examinations made by Government examiners for the Comptroller of the Currency and for the Banking Com- missioners of the various States covered all that was necessary in the way of inspection of a bank's condition and accounts. Despite these Governmental examinations, reports of bank failures and defalcations are frequent, and subsequent investiga- tion has often brought out the fact that the defalcations had been more or less cleverly concealed for a period of years. Government examiners should not be too sharply criticized for their failure to detect such conditions, as the time allowed for separate examinations is limited, and it is physically impossible for them to make thorough audits within the time available. Again, it must be remembered that the chief object of these examinations is to ascertain that the banks are solvent and are complying with the law. Some degree of protection is afforded depositors by these examinations, but the examiners do not represent the stockholders or the directors, and the directors should not regard the work of the examiners as being done for their benefit. Official examiners recognize this state of affairs and are mak- ing a determined effort to improve the unsatisfactory conditions which exist. The New York Times reported a meeting of the official ex- aminers in its issue of July 9, 1912, as follows: LOW PAY ENDANGERS BANK EXAMINATIONS Paltry Fees for Inspection of Country National Banks Result in Slurring of Work Dishonesty Is Undetected The subject that received the most attention in the meetings was the low rate of pay of the National Examiner working in the country, both from 350 AUDITING the standpoint of its inadequacy and from that of the coiTesponding menace to depositors, caused by the hurried way in which he must complete his task and get on to the next town, if he is to make enough to pay for his keep and traveling expenses. It seems that the rate of compensation was fixed in 1875 and has never been changed. For examining a bank with less than $100,000 capital the Examiner gets $20. At least two days, it was declared yesterday, should be devoted to a thorough examination, and sometimes it is necessary to employ an assistant. All this comes out of the $20, including the assistant and his expenses. The rate advances with the size of the bank, but never gets up very high. For a bank capitalized at $100,000 to $300,000 the fee is $25; for a $300,000 bank, $35; for a $400,000 bank, $40; for a $500,000 bank, $50, and for a bank capitalized at $600,000 or over, $75. A recent defalcation in this State was cited as an instance of what may happen under a system where the National Bank Examiner has not time and cannot aflford to take time to make much more than a superficial in- spection. One of the officers had been robbing this bank for years, his peculations aggregating some $350,000. It had been examined by three or four different men in that time, but none of them had found anything wrong, and one of the examiners said yesterday that this affair was the worst black eye the Government examining system had received in many years. Because of the agitation for Government guarantee of bank deposits, in which case losses would probably be paid from a fund sustained by a tax levied against the banks, the latter have in some large cities made a determined effort to allay public feel- ing by decreasing the number and size of bank failures. The outcome of these efforts has been that in some cities all of the local banks clearing their cheques through the Clearing House are now examined periodically by a salaried examiner appointed by the Clearing House Association. Clearing House examiners have been appointed in compar- atively few cities, and in some quarters much opposition has been shown toward the movement, as it is argued that so long as a bank is solvent and is permitted by the government to continue business, it should have the privilege of naming its own inde- pendent auditor, and that the information received and reports rendered by such auditors should not be in the hands of anyone with discretionary power to discuss the bank's affairs with com- petitors who are members of the Clearing House Association committee. While the examinations made by Clearing House examiners BANKS 351 are usually quite thorough, they will in all probability be limited to a few of the larger cities, as in small cities and rural commu- nities no Clearing House Associations exist. Some States require semiannual examinations to be made by committees of directors of each bank, with liberty to the com- mittee to employ professional accountants for the purpose, the latter to report to the committees and the committees to report to the State. The following quotation from an address by James B. Forgan, President of the First National Bank of Chicago, deHv- ered on September 17, 1909, at the Convention of the American Bankers' Association, at Chicago, is of especial interest, as it refers to the responsibility of bank directors and the necessity for the employment by them of competent auditors to make investi- gations : The same ordinary prudence which men exercise in their own affairs is required of bank directors. The application of it differs with the varying circumstances of the banks. Just as men of small or moderate affairs can undertake the personal management in detail of their own businesses, while those of large affairs must of necessity employ others to manage for them and must relieve themselves of details, so bank directors, under similar cir- cumstances, may assume the details of management or appoint others to do so. Their delegating authority to others does not, howeyer, relieve them of responsibility for the direction and supervision of the management or of keeping in touch with what is done. In banks of moderate size this can be accomplished by committees. In the largest banks, however, it becomes necessary for the directors to delegate even the details of their supervisory duties to experts and to rely on their investigations and reports for an in- telligent knowledge of what is being done and of their bank's condition. Systematic organization is necessary, whether a bank is small or large, and directors must see to it that one of its results is that they are kept fully posted as to the bank's operations and condition. This can be accomplished quite as effectively in large as in small banks through the employment of competent auditors, either permanently or when they are wanted. Such auditors, in their investigations, should represent the directors and should report direct to them, uninfluenced by any of the executive officers. But, however it may be accomplished, it is up to the directors to keep themselves posted as to their bank's operations to the extent of enabling them to form a correct opinion of actual conditions in them and to judge of the integrity and ability of the management, as it is conducted by the officers to whom they have delegated managerial powers. Only thus can they intelligently exercise their control of the management, a responsibility from which there can be no escape. 352 AUDITING The auditor engaged to examine the affairs and accounts of a bank should procure a copy of the statement published by- it in response to the latest call of the Comptroller of the Currency or the State Banking Commissioner. A careful scrutiny of this statement will give him a good idea of the volume of the work and nature of the assets and liabilities which will shortly demand his attention. The audit should be started without notice to either officers or employees of the bank, and a large staff should be available so that all the changeable assets can be examined on the first day. Cash and Securities: The verification of the balance-sheet items should receive attention first. This involves the actual count and examination of such assets as may be actually on hand, and comparison thereof with the general ledger accounts; the independent outside confirmation by correspondence of such of the assets as admit of such verification ; and a thorough test of the integrity of every other account in the general ledger. If there is a large quantity of cash on hand and the entire staff must be used to count it, the other changeable assets, such as securities owned by the bank, notes discounted, notes for se- cured loans and the collaterals therefor, etc., should be locked up in a safe and the latter sealed, and access thereto refused, except with approval of the auditor, until they have been examined. All of one class of the assets above mentioned should be brought to the auditor before the examination of each is begun so as to prevent duplication in counting; e. g., all cash should either be brought from the vaults and tellers' cages to one point, or the auditing staff should be so distributed that counting of the cash at all points will begin simultaneously ; transfer of cash be- tween the cages and the vault should be prohibited until all of the cash has been counted and the aggregate amount is proved with the general ledger account therefor. It is important that the genuineness of the cheques on hand, which are to be sent to the Clearing House, be verified. The only safe method to accomplish this is for the auditor to insert in each Clearing House envelope a confirmation slip (and stamped envelope addressed to himself) requesting verification of the ag- gregate amount of the inclosed cheques and detailed advices as to any which may be returned as unpaid. The failure to do this BANKS 353 may be serious, as forged or "fake" cheques may be returned to the bank without being brought to the auditor's attention. In addition to this, it is desirable that the source of cheques of large amount to be sent either to the Clearing House or to out-of- town correspondents, or to be collected by runner on the follow- ing day, be ascertained, and that examination be made to see that the depositor has received credit therefor. Correspondents' Accounts: Accounts current should at once be requested (to be sent direct to auditor) from reserve agents and out-of-town correspondents with which the client carries deposit accounts. It is also important to make note of the last deposits made and the number of the last draft drawn by the client against these banks for use in later reconciling the accounts current with the client's records. The auditor should examine these draft books carefully to ascertain that none have been used out of consecutive order or from the back of the book, as missing drafts may have been cashed and the proceeds counted as cash, or the cheque may have been included that very day with other cheques and sent to another out-of-town correspondent and charged to the latter as a deposit. Defalcations have been clev- erly concealed for some time by this method, as the account with the bank on which the draft was drawn was not reduced on the client's books until after the date of the audit, and the item did not appear on the account current of the depository until the end of the month. Confirmation of Demand Notes, etc. : All borrowers on unse- cured demand notes should be requested by mail to confirm the amounts of their loans direct to the auditor. If any payments on account have been misappropriated and not indorsed on the notes, these confirmations should reveal that fact. Similar confirmations, showing the collateral as well as the amount of the loans, should be secured from borrowers on time or demand collateral notes. All securities owned by the bank or deposited by customers as collateral for loans should be carefully examined. Denomina- tions of stock certificates have in the past been so cleverly raised as to deceive bank officials, who accepted them as collateral for loans. Correspondents who may hold notes or securities for the 354 AUDITING bank's account should be requested to confirm the amounts thereof direct to the auditor. In the case of a National Bank the Treasurer of the United States should be requested to confirm the amount of bonds held by him to secure circulation and Government deposits, and the amounts of the circulation redemption fund, outstanding circula- tion, Government deposits, and any balances which may be due by him to the bank. Certificates of Deposit and Certified Cheques: The balances in the cashier's cheques, certificates of deposit, and certified- cheque accounts should each agree virith the aggregate of the re- spective classes of items outstanding. In this connection the canceled items should be inspected and compared with the stubs or original records in order that the auditor may assure himself that none posted on the ledger as paid are outstanding. Capital Stock: The capital stock certificate book and stock ledger should be examined and the aggregate of the outstanding stock proved with the general ledger account. Recently in New York the vice-president of a National Bank was arrested, con- victed, and sentenced for forgery and fraud in connection with the misuse of his bank's stock certificates. He had torn certifi- cates from the stock book, forged the cashier's name thereto, added his own name, and had deposited them as collateral for a personal loan from a large trust company. Depositors' Accounts: Opinions differ as to the responsi- bility of an auditor in connection with the verification of depos- itors' accounts. As these form the largest portion of the liabil- ities, he should make some effort to verify their correctness, in addition to merely taking a trial balance from the depositors' ledgers. He should ascertain that trial balances are taken off regularly, that the ledger clerks are transferred occasionally from one ledger to another, that some one other than the ledger clerks compares the balances in the ledgers with the pass books when the latter are "settled" and delivered to the depositors, and that the clerk initials the pass books and ledgers as to correctness. In addition to this the bank should insert in the pass books a form of confirmation of the depositors' balance, which should be carefully filed when signed and returned by the depositors. The auditor should mail statements of their balances to all BANKS 355 depositors with inactive accounts, should verify the settlements of all pass books in the bank, send out request for pass books of all other active accounts and verify the settlements of the latter when received and balanced. It is hardly to be expected that every depositor will send in his confirmation or pass book promptly, and it will be necessary for the auditor to keep a list of all depositors on which to make note of those accounts which have been verified, and which may be used as a guide at future dates for the confirmation of all accounts. In comparing pass books with the ledgers it is important not only that the balances be compared, but that the deposit entries in the pass books for some time prior to the settlement date be examined. This will disclose any ledger cross entries which may have been made and which should be especially investigated. They should not be permitted, except upon offi- cially signed debit or credit slips, as defalcations have been clev- erly concealed through the use of such cross entries. In banks where the practice of balancing pass books has been superseded by the system of rendering monthly accounts current to depositors and returning to them at the same time all paid cheques, the auditor should compare the statements with the ledgers, inclose his confirmation form, and mail them him- self. Verification of Income: Tests should be made to ascertain that the bank is receiving at proper times and in correct amounts the income on its securities and interest on the loans it has made or notes it has discounted. Almost all banks include discounts among their earnings as soon as the notes are discounted, and the conservative and proper method of carrying reserve for unearned discounts is not generally followed. In the middle West, how- ever, a number of large institutions now show such a reserve in their balance sheets, and it is to be hoped that in time the prac- tice will become general. Expenses: The details of the charges to expense accounts should be scrutinized, the unusual items thoroughly investigated, and tests made of the correctness of the usual ones. The salary rolls should be checked and thorough tests should be made of the correctness of interest paid on deposits. Postage-stamp pay- ments are usually large and should receive careful attention. 356 AUDITING Secret Reserves: If these are found they should be noted in the auditor's report if the audit is made for the first time. Such reserves are hidden in various ways, generally in understating on the books the value of the banking house or in carrying an ac- count in the depositors' ledgers. This latter method should be discouraged, as only bona fide depositors' accounts should appear in these ledgers. Internal Checks : The auditor should carefully investigate all of the bank's methods of conducting its affairs for the purpose of ascertaining that the work is so divided and carried out as to reduce to a minimum the opportunity for fraud, and that in so far as possible the system in use provides for internal check on the integrity of the accounts. Employees handling cash, securities, notes, or cheques should not have access to or assist in writing up or proving the general bookkeeping records, nor should bookkeepers have access to the records of the tellers. Clerks making original entries should not see the records, which are a check on those entries, and so far as possible the clerks should occasionally be transferred from one set of records to another, so that if fraud be committed, it cannot remain concealed for any length of time. Ledger trans- fers and other unusual entries should not be permitted except upon written order bearing official signature. Scope of Report: The auditor's report should be very com- plete, including not only statements of the bank's condition and income and expense accounts for the period under review, but also detailed statements of the securities owned, collateral loans and value of collateral, single name and indorsed paper, and total liability of each borrower. He should also call particular atten- tion to any memoranda which may have been carried as cash, all overdue notes, insufficiently secured collateral loans, loans to officers and employees, overdue interest, and uncollected income on securities. The auditor should bear in mind, when examining the affairs and accounts of banks and financial institutions generally, that his certificate will be regarded as an assurance of the reliability of the statement so certified, and that while he does not guar- antee the security of the deposits made by the public, the latter will, and justly so, severely criticize him if subsequent develop- BANKS 357 ments show that at the time of his examination the bank was insolvent, but that his report did not reveal the fact. Instances of Fraud: Defalcations are especially to be guarded against in financial institutions. The following are some of the schemes which have been used by defaulters. A note teller in a bank, in order to cover up cash abstracted, would increase the amount of total of loans made for the day. He would turn in to the general bookkeeper, accompanying his voucher, an adding-machine list which, if it had been footed, would have been found not to be the same as the total shown by the adding-machine list. Later on, at such times as the accounts were examined and the notes proved either by a bank examiner or others, he would put in forged notes to cover the amount short, using the name of some concern which had a good line of credit with the bank. A note teller started in this way by taking about $200 and was finally short $7,000. He made no false entries in the books, outside of the adding-machine list and the total of the daily ticket which he turned in to the general bookkeeper. The defalcation was not discovered until the bank was merged with another bank. If the notes had ever been checked back with the original dis- count register, it would have been found that the forged notes were not entered therein. Another note teller, among whose duties it was to send out items for collection, would abstract cash and enter in his accounts certain items as being out for collection. These items he repre- sented to be notes deposited for collection for which he had paid cash, and the record was made to show that the notes were on some distant point which would take several days for return. In doing this he always used the name of some good customer whose line of credit was unquestionable. This practice went on for a long time until a bank examiner, who had been over the accounts several times before, happened to question the teller about one of these particular items at a time when the teller had just returned after a few days' absence from the bank. The teller became nervous and somewhat evasive in his answers. The examiner then wrote to the firm whose name was used in con- nection with these items and found they had deposited no such items for collection. 3S8 AUDITING In this connection the auditor would have discovered the true condition if he had verified the outstanding items for collection, either by correspondence with the bank to which the collection was sent, or by writing to the individual or firm who it was claimed had deposited the item. Another bank teller in a large bank opened an account with a small bank in another part of the city. He would draw cheques on the bank in which he worked, using some fictitious name, and deposit them in the bank in which he had an account. When those cheques came in through the Clearing House to the bank in which he worked, they came to him and he would promptly tear them up. At the end of the day his department would be short and this shortage would be charged to an "over and short" account, as would other items, until such time as the errors would be discovered, when they would be taken out of this ac- count. He continued this practice over a long period, taking small amounts, till he was finally discovered, when the bank's "over and short" account amounted to some $40,000, a part of which represented the stealings of this teller; but it was not known just how much. It was extreme carelessness on the part of the bank to allow such an account to assume large proportions. The bank stated that there were certain losses which it could not guard against, and it estimated that these losses would amount to several thousand dollars a year, no matter what precautions it might take. The following extract from the (New York) National City Bank's, July, 1912, circular is of particular interest in that it states the latest suggestions made by the Comptroller of the Cur- rency to examining committees of national banks: Bank Examinations by Directors: On June i the Comptroller of the Currency requested the boards of directors of National Banks to send to his office a copy of the reports of the annual or semiannual examinations made by the examining committees or by other parties at the instance of the directors, and not a single bank has declined to comply with such request. A review of the reports that have been received shows that many of these examinations are deficient in their scope and that many features essen- tial to a thorough understanding of the bank's affairs are not covered. As heretofore pointed out in this circular, a number of States have provided by law for reports by the examining committees of State banks to their State BANKS 359 Banking Departments, and in these States a form of report has been pre- pared for that purpose. At the beginning, however, the Comptroller of the Currency does not intend to prescribe a form for the directors to use in making reports to his office, or to require examinations of a technical character, but rather to offer such suggestions as will lead to really effective examinations. The following list of general points to be covered has been drafted by the Comptroller with a view to sending the same to those banks where the report of the examining committee shows the examination to be superficial : 1. The cash should be counted and the total compared with the books of the bank. Cash items should be carefully scrutinized, and any improper items, such as unposted cheques held for the purpose of not showing over- drafts, and any other items that cannot be readily converted into cash should be reported. 2. The bonds and other securities of the bank should be examined and those not on hand should be verified by reference to the receipts of the parties with whom they are deposited. The market value and the amount at which carried on the books in the aggregate should be shown, and any stocks held by the bank should be listed with a statement showing the reasons the securities were taken by the bank. 3. The notes should be carefully checked and their total compared with the general ledger. The genuineness, value, and security of each note, and of any collateral thereto, should be carefully determined, and any losses ascertained, or probable, ift the judgment of the committee, should be noted. The liabilities of each of the larger borrowers, and loans to affiliated in- terests, should be aggregated and carefully considered. The report should also show the general character of the loans; whether well distributed; the general character of the collaterals; whether corporations in which officers or directors are interested borrow to an undue extent; also any large liabilities of the officers or directors. It should also be shown whether all paper claimed by the bank as its own property, including collaterals, is properly indorsed or assigned to it, and all mortgages recorded. Any loans exceeding ten per cent of the capital and surplus of the bank should be reported. The signatures of all note makers and indorsers should be care- fully scrutinized and any erasures and alterations or any indications of manipulation should be carefully investigated and reported to the full board. All overdue paper should be listed and comment made as to its collectibility. 4. The certificates of deposit and the cashier's cheques should be verified by totaling those outstanding and as shown by the register and comparing with the general ledger, and also by comparing the canceled certificates and cheques with the register and checking them against the stubs. 5. The copy retained by the bank of the report of condition made to the Comptroller at the last call should be compared with the bank's books at that date, particularly with reference to the excessive loans and directors' and- officers' liabilities reported to the board of directors. 6. The bank's last reconcilements of accounts with correspondents should be compared with the bank's books and a transcript of the bank's account 36o AUDITING frpm the date of the last reconcilement to the date of the examination sent to the corresponding bank, with a request for verification. 7. Individual ledger balances should be verified in such manner as the directors may deem advisable, by calling in pass books, by sending out recon- cilements of certain accounts selected by the directors, or in some other suitable way. A trial balance of the ledger should be taken by some member of the committee, or at least by some person other than the clerk engaged on the ledger. 8. Overdrafts should be totaled and carefully considered and the report should show any estimated losses. g. The committee should consider carefully the Profit and Loss and the Expense account, with a view of determining whether the charges against those accounts are proper and whether the earnings of the bank warrant the expense charges, and the bank is making a legitimate profit. 10. The examining committee should inquire carefully into the arrange- ment of the working affairs of the bank and ascertain whether any employee who keeps the individual ledger receives deposits or balances pass books, and whether the employees are properly bonded and in whose custody the bonds are lodged. 11. Any liability of the bank for borrowed money should be listed and the proper authority and the necessity for such borrowing ascertained. The total amount of the present liabilities of that nature should be reported to the board, including money borrowed from other banks on certificates of deposit. The Comptroller desires that the report of the directors or the examining committee should 'show that the above points have been covered and that it should recite any deficiencies discovered. The report will also be expected to contain a complete statement of the total assets and liabilities of the bank, with any additions or deductions that in the judgment of the directors should be made as a result of their investigation; and a detailed statement of the loans which the directors estimate as worthless, doubtful, or insuffi- ciently secured, giving reasons therefor, and as nearly as possible the real value. It is furthermore desired that the report contain a statement of any matters which in the opinion of the committee affect in any way the bank's solvency, stability, or prosperity. The Comptroller believes that there are few instances where the ex- amining committee cannot, if they will take the necessary time, cover these points fully and satisfactorily, and that an examination twice a year, along the above lines, by a committee of the directors who will give sufficient time to the work to make it thorough and complete, cannot fail to be of great benefit to all concerned, especially to the shareholders who have placed them in their positions of trust. SAVINGS BANKS The general procedure in auditing a savings bank is more or less similar to that necessary in auditing a National or State TRUST COMPANIES 361 bank. Savings banks are limited by the laws of most States to certain classes of investments and are not permitted to discount notes or to make unsecured loans. For this reason most of their assets consist of bonds, mortgages, and other long term invest- ments. At the time of examining the mortgages the- auditor should ascertain that in those cases where the mortgage covers improved property, sufficient insurance is carried (pay- able to the bank as mortgagee), to protect it in case the improve- ments are destroyed by fire. Some trouble will probably be experienced in procuring the addresses of all the depositors for the purpose of sending out requests for confirmations of their accounts. Any neglect on the part of the employees to make every effort to get these addresses and keep them up to date should be mentioned in the auditor's report. Defalcations in savings banks are more often concealed through manipulation of depositors' inactive accounts than in any other way. It will be found to be just as effective and less expensive to mail to depositors such a form of confirmation as will require the depositor to communicate with the auditor only in case of a difference rather than to send a form which every depositor must sign and return. As a great many savings bank depositors are of the working class, usually a smaller percentage of the con- firmations of the last-mentioned kind are returned to the auditor than in the case of depositors in National and State banks. In sending the suggested form of confirmation it is desirable for the auditor to insert an unstamped envelope for the depositor's use in case he finds it necessary to communicate with the auditor. TRUST COMPANIES The name "Trust Company" indicates that it was the original object of such institutions' to act in a fiduciary capacity and exercise trust functions only. A few companies still limit them- selves to these purposes, but most of them now conduct a bank- ing business in addition thereto. Their charters are usually very liberal. While they may not issue circulating notes, and in some States are forbidden to discount commercial paper, they are, on the other hand, allowed to make loans on real estate, which priv- ilege is denied National banks. 362 AUDITING The audit of the banking department of a trust company should be conducted along lines similar to that followed in the audit of a National or State bank. The audit should, however, also embrace such other departments as the trust company may be operating. These departments usually are the trust fund, safe deposit, bond, real estate, and corporate trust departments. None of these departments should carry any cash on hand, as all necessary funds should be deposited with the banking de- partment. All securities which should be on hand must be ac- counted for, and the general records of each department should be carefully checked. Such tests of the detailed work should also be made as will satisfy the auditor that the trust company is properly accounting to the beneficiaries of all trusts, and to the principals for whom it may be acting as agents, of the income collected by it. The collection of the trust company's income from these departments, such as commissions on the transactions of the trust and real estate departments, income and profits on bonds handled by the bond department, income from safe-deposit boxes and silver-storage vaults, and fees from corporations whose se- curities are handled by the corporate trust department, should be thoroughly tested. The expenses of the various departments should also be given careful attention. It is physically impossible, as well as unnecessary, in the audit of a large trust company for the auditor to check in detail all of the transactions during the audit period, and the efficacy of the internal check provided by the system in use should guide him in determining to what extent to carry the tests of the detailed work. INVESTMENT COMPANIES The theory on which investment companies are formed and operate is that by merging the capital of many investors and dis- tributing it over a large number of investments the proportionate risk of loss incurred by any one investor is very small. The oper- ation of the law of average also permits of investing in securities yielding a somewhat higher rate of income without the probabil- ity of the total capital being lost, which latter is not infrequently the case with an individual investor who may have but a small amount to invest and hence cannot distribute it over a number of INVESTMENT COMPANIES 363 investments. Aside from holding companies which are organ- ized more for the purpose of practically merging a group of companies than for trading in their securities, investment com- panies are much more common in Europe than in the United States. Purchases and sales of securities should be verified by the brokers' memoranda therefor. Especially important is it in this connection to see that accrued interest on bonds and dividends on stocks bought or sold ex-dividend are properly treated. Entries for purchases and sales of securities made at a flat price should be made so as to apportion the cost of sale between the interest or dividend accrued to date of purchase or sale and the net capital cost or realization. Income accruing from all investments held during the audit period should be accounted for. The securities held at the date of the balance sheet will, of course, need to be examined. If the net result of the year's changes in investments is a profit, it may be paid out in dividends ; if the net result is a loss, it must be charged against surplus, unless a reserve already exists against which the loss may be charged. The most conservative policy for the treatment of profits realized from changes of in- vestments would be not to credit them at all to the current in- come account, but to a special reserve or surplus account to pro- vide for possible future losses on investments owned which can- not be foreseen at the present time. When profits on invest- ments are treated as income, they should be separately shown in stating the income account. The complexion of the balance sheet will necessarily depend very largely on the valuations at which the investments held are entered therein. Consequently the verification of the investment valuations may well be said to be the most important single feature of the audit. Should investments have been acquired in exchange for the company's own stock and be carried on the books at values which are obviously in excess of their real values, even though the latter may not be definitely ascertainable from market quo- tations, it is clearly the duty of the auditor to call attention to the fact that such investments are not being carried at their actual value. 364 AUDITING Each individual investment need not be written down to market value when there has been a fall in price. If the aggre- gate market values of all the investments equal the total cost thereof, that is sufficient. Should the aggregate market values, however, be less than cost, it is preferable to credit the net difference to a Fluctuation Reserve rather than to adjust the book value of each individual investment. It is also preferable to show the Fluctuation Reserve as a deduction ("in short") from the total value of the investments in the balance sheet rather than as an item among the liabilities. This reserve is not an actual liability, but exists solely for the purpose of bringing the book value of the investments down to market value. It is quite in order to readjust the reserve from year to year to accord with changed market conditions. Care should be taken, how- ever, that reserves for losses or decreases in market values are not treated as an extraordinary charge in the Profit and Loss account of the year in which the reserves are made, and then when prices go up again, that part of the reserve which is no longer needed, be treated as ordinary income. The book value of investments should not be increased when market prices exceed cost. The same reasons which are efifect- ively urged against the increasing of plant or merchandise values above cost apply in valuing the investments held by an invest- ment company — in a sense they form both its plant and stock-in- trade. Should it be desired to show the investments at market values which are in excess of cost, the excess should not be credited to the ordinary income or surplus account from which dividends are paid, but should be credited to a special reserve or surplus account. A distinction should be made between bona fide investment companies and speculative securities companies. The former's income is derived principally from the income received from in- vestments owned, whereas the latter's chief source of income is the profit realized from purchases and sales of securities. It follows that the investments of a real investment company are to a certain extent fixed assets, and that this may be taken into con- sideration in treating them in the accounts, but that the invest- ments of a speculative finance company are its stock-in-trade and should be valued in the same way as stock on hand is valued in STOCKBROKERS 365 the case of mercantile undertakings, viz., "cost or market, which- ever is the lower." A difficulty which will frequently be encountered is that of ascertaining the real value of the investments. Nominal stock exchange quotations for securities with a restricted market do not always indicate the realizable value of a large block of stocks or bonds. As already stated in the case oi bona fide investment companies, the book values of the individual investments need not be varied to conform to changes in market values. The object in view, viz., to reduce the aggregate book value of the investments to the aggregate market value thereof, is just as effectively accomplished by setting up a reserve for the differ- ence between total cost and total market value. Apparent increases in investment values by reason of rising market prices should not be treated as income until they have actually been realized by sale of the securities. It is important for the auditor to see that all profits on sales of investments which may be shown were actually reahzed, and that they have not been brought into the books by placing a higher value on securities received in making exchanges. So far as possible, the auditor should also satisfy himself that no part of the profit shown is the result of "wash sales" or other transactions of a similar character. The valuation of marketable investments was well treated in Mr. Dickinson's admirable paper on "The Profits of a Corpora- tion" (Proceedings of the Congress of Accountants, 1904, pages 183-184). In conclusion, it may be stated that, even though under cer- tain circumstances the payment of dividends by investment com- panies without first making good decreases in the value of in- vestments may not conflict with existing laws, such a procedure is so at variance with the canons of sound finance that the auditor should be certain that the published reports, and particularly his certificate, clearly show the actual condition of affairs. STOCKBROKERS Without doubt a practical knowledge of the "inner work- ings" of a stockbroker's office is valuable to the auditor engaged to make an audit of accounts of this nature, but the lack of such 366 AUDITING special knowledge is not an insuperable obstacle to a competent accountant. From good articles which quite often appear in financial magazines, and from talks with stockbrokers, a good idea of the methods in use can be obtained. It is, however, im- portant that prior to beginning an audit of such accounts, the auditor have a knowledge of the books used. It often occurs that stockbrokers require special accounting work done at busy periods, and such work affords the future auditor a good oppor- tunity to familiarize himself with the books of account. Brokers buy and sell securities for customers and, at times, for their own account. The customers may pay for such pur- chases in full and request the delivery to them of the securities purchased, or they may be carried "on margin" by brokers for the customers' accounts. Customers may desire brokers to remit the entire proceeds of sales of securities or may leave the pro- ceeds on deposit with the brokers for future use in purchasing other securities. Brokers therefore not only handle cash, but securities as well. Usually the values of the securities carried by brokers are many times larger than the cash on hand and in bank. Brokers find it necessary to borrow large sums of money from banks as collat- eral for which they are required to deposit securities, which in most cases are those which are being carried "on margin" by the brokers for their customers. At times, brokers must borrow se- curities from other brokers, or may find it desirable to lend them securities. It is also necessary to send securities to the trans- fer offices of various companies to have certificates transferred to customers' names, and securities are at times deposited with stockholders' or bondholders' committees, or for other reasons may not be in the office of a broker at the time the audit is begun. Obviously brokers' books must account for all securities, as well as for all cash,' and for this reason they are radically dififer- ent in form and nature from the books of account usually found in other lines of business. The books generally used in stock- brokers' offices in New York City are the following: Cash Book: For recording the cash receipts and payments, and the securities received and delivered. Clearing House Blotter: For recording the purchases and sales on the floor of the Stock Exchange of securities listed on STOCKBROKERS 367 the Exchange. Settlement of the net difference between the value of the securities purchased and sold each day is made direct with the Stock Exchange Clearing House on the following day, instead of with each broker with -whom the transaction was made. Ex-Clearing-House Blotter: For recording the purchases and sales of securities not listed on the Exchange. Settlements are usually made for such transactions direct with the party from whom the securities are purchased or to whom sold. In both of the blotters above mentioned columns are provided for entering the commission charged for executing the customers' orders, the value of revenue tax stamps required by the New York law to be attached to certificates when sold, the amounts to be paid to or received from other brokers, and the amounts to be charged or credited to customers for the purchases or sales of securities. General Ledger: This ledger contains the various asset, lia- bility, income, and expense accounts of the business. The customers' and stock and money loan accounts are usually carried in this ledger in total by the use of controlling accounts. Customers' Ledger: Separate accounts are kept herein for each customer, which show not only the customers' transactions and cash balance due by or to them, but also the stocks "long" and "short" in their accounts. Stock Record: Under accounts with each security are re- corded on the "long" side the customers who are "long" of the securities, from whom securities are borrowed, or the investment accounts in which are carried the securities owned by the brok- ers; and on the "short" side the securities on hand (usually termed "in the box") , the customers who are "short" of the secur- ities, the brokers to whom securities are loaned, the banks or others holding securities as collateral for loans, and the securities in transfer. The accounts with stocks are kept in shares, and those with bonds are kept in their par value and the aggregate of the "long" and "short" sides must agree. Numerous vertical columns are provided for rebalancing at the close of each day those securities in which transactions were made. Margin Record: The status of each customer's money bal- ance and the shares of stocks and par of bonds held as security 368 AUDITING for his account, and the market value thereof, are recorded herein, and this information is kept up to date (to the minute) at all times. It is the indicator of weak margins and a most important book. In large offices it is netessary to have several such records. Margin clerks must be alert and thoroughly familiar w^ith each account under their supervision. Laxity or neglect in this de- partment may result in large losses if the market is active. Record of Money Loans: Entries are made herein of money loaned or borrowed, and the collateral received or deposited therefor. Separate accounts are kept with each loan and the aggregate of all the loans must agree with the controlling ac- counts for "Money Loaned" or "Money Borrowed" in the Gen- eral Ledger. Record of Stock Loans: For recording the securities bor- rowed from or loaned to other brokers and the amounts of money deposited or received as security for their return. The aggregate of these loans must agree with their respective controlling ac- counts in the General Ledger. Securities sold or bought osten- sibly for cash, but which are not delivered or received for various reasons on the day following the transactions, but which non-de- liveries are not intended to act as "loans," are termed "Failed to Deliver" and "Failed to Receive" items respectively, and are usu- ally covered by controlling accounts in the General Ledger and the details entered in a separate portion of the Record of Stock Loans. Other Books: In addition to the books specifically referred to, there are daily records of stocks in box, bank pass books, cheque books, petty cash books, order books, register of securities received and delivered, customers' press-copy books for copying notices of purchases and sales and customers' statements, pay rolls, and other subsidiary expense and memorandum records. Use of Abbreviations : In most brokers' oiifices the names of securities are rarely written out in full in the books. The Stock Exchange initials are generally used in referring to listed secur- ities, while the names of unlisted stocks are abbreviated. It is, therefore, essential that the auditor be familiar with these cus- tomary abbreviations. Program of Audit: A large and competent staff should be used on the audit of a broker's oiifice, as the work must be done STOCKBROKERS 369 rapidly and accurately. The cash and revenue stamps on hand must be counted and the balances checked with the general ledger accounts. The securities on hand must be examined and scheduled, and confirmation forms prepared of all money and securities borrowed and loaned and the collateral therefor, which should be sent at once to the proper parties, and the aggregate of each class of transactions proved with the controlling accounts in the General Ledger. Confirmation forms should also be sent to the transfer offices of companies holding securities for transfer. * The Stock Record should be checked from the schedule pre- pared of the securities on hand, and from the duplicates of the confirmations covering money and stocks loaned and borrowed and the collateral therefor, and of the securities in transfer. The stocks "long" and "short" in customers' accounts should be checked to the Stock Record from the statements to be sent to the customers. The securities "long" and "short" in the client's own investment accounts may be checked from the General Ledger. It is extremely important that the stocks be balanced quickly, as in an active market numerous changes are made and the in- vestigation of dififerences is very troublesome. The customers' statements referred to are copies of their ledger accounts, which are usually written up daily and press- copied at the end of the month and sent to them. The balances at the beginning of the month, the transactions during the month, and the balances at the end of the month, as well as the calculations of interest on each transaction, are shown on these statements. The securities received and delivered and "long" and "short" at the beginning and end of the month are also shown thereon. These customers' statements should be press-copied before being turned over to the auditor, who should mail them, after checking the stocks "long" or "short" at the time of the audit, and scheduling the customers' names and money balances, for checking with the trial balance of the customers' ledgers to be verified later. When mailing them, a form for confirming the bal- ances and securities in their accounts at the date of the audit should be sent to all customers, as well as return envelopes, so 370 AUDITING as to insure the confirmations being sent direct to the auditor's office. Accounts for which no statements are sent should be par- ticularly investigated and called to the client's attention, as they may prove to be "blind" accounts which are being used for improper purposes. Accounts of the client with other brokers, usually in other cities, are termed "Our Accounts" (with others) ; statements are usually sent monthly to the client of the monthly transactions, together with the money balance, and the stocks "long" and "short" at the end of the month. These statements from other brokers should be compared with the corresponding accounts oh the client's ledgers, and the genuineness of the statements re- ceived should be verified by confirming the money balance and securities in the account by correspondence. The margins in the customers' accounts should be carefully scrutinized, and accounts with weak or no margins called to the client's attention. The bank accounts should be reconciled with the general books and the trial balances of all ledgers verified. No nominal accounts should be kept in the Customers' Ledger, and all of the accounts in the General Ledger should be carefully scruti- nized, and such as are not covered by the work usually done in an audit of brokers' accounts should be carefully investigated and their correctness determined. The correctness of the interest charged customers and paid to banks and brokers, and of the commissions charged for exe- cuting customers' orders and paid to floor brokers for executing orders, should be thoroughly tested. The collection of income due during the audit period on se- curities owned by the client should be verified, and all of the charges to the various expense accounts should be carefully scrutinized, and vouchers and pay rolls examined and compared with these entries. The most satisfactory audit of brokers' accounts is the con- tinuous audit, in which the auditor makes frequent visits and detailed examinations into various departments of the business at different times, in addition to verifying completely the cash, customers' accounts, money and stock loans and collaterals, and balancing the securities at least twice annually. STOCKBROKERS 371 Brokers collect considerable sums in dividends for their cus- tomers, a part thereof being in turn paid to the latter, but the larger part credited to their ledger accounts. The collections made are credited to one or more dividend accounts. These ac- counts are debited with the payments to customers (or to other brokers who hold stock certificates which still stand in the name of the broker who sold them some time before) and with the amounts transferred to the credit of customers whose accounts are "long," the stock on which the dividend has been collected. The dividend account is also credited with the amounts charged to customers who are "short" of the stock on which a dividend has been paid. Theoretically the nature of the dividend jaccount is such that it needs little or no inspection, but as dividends are sometimes not called for until long after their declaration, it is necessary to verify the entries in the account to make certain that advantage has not been taken of the condition mentioned to abstract dividends which may not be called for or which should have been credited to some customer's account, but on which a "chance is taken" that the customer will not detect the failure to credit the dividend to his account. Instance of Fraud: A recent case of fraud discovered in a stock broker's office was accomplished in the following manner : The cashier was allowed to do part of the work on the ledg- ers. The footings of the receipts entered in the Ex-Clearing- House Blotter were reduced to the extent of the amounts to be taken or already obtained. Cheques were taken from the back of the cheque book and given the same numbers as current cheques. Money was obtained thereon and the cheques destroyed when they were returned by the bank, when the pass book was balanced. No entry was made in the blotter for these items, but the items posted in the ledger or the footings of different accounts were falsified in order to show a correct trial balance. Most of the erroneous entries were made in the interest account, which, for the most part, showed only totals of the interest for the month as entered in the different customers' accounts. The totals were ascertained from a detail sheet, which was later destroyed, and the amount actually entered was not in accord- ance with the aggregate of the items for the month. At other times payments were charged to personal accounts for which no 372 AUDITING statements were sent out. The charges were sometimes ficti- tious entries entered in the ledger account only or a posting made from an item in the blotter which was not covered by one of the regular cheques. BUILDING AND LOAN ASSOCIATIONS Building and loan associations are usually organized on the mutual plan, and the by-laws of most, if not all of them call for an annual audit of the association's accounts. Unfortunately for the stockholders, however, this requirement is most frequently complied with by the appointment of an auditing committee composed of two or three members of the board of directors, and, as is usual in the case of amateur audits, examinations made under such circumstances and by such agencies are not always to be relied upon. When it is considered how much power, as far as the finances and accounts are concerned, is exercised by one man (usually the secretary) in these associations, it would cer- tainly pay them in the end to have the accounts periodically audited by public accountants. The fact that the accounts are as a rule so completely in the hands of one person renders it obligatory on the auditor to make a thorough and detailed examination. In an audit under such circumstances tests of the work are not usually sufficient. The audit of a building and loan association differs from that of most financial institutions in that it has to deal with an organ- ization the capital stock of which is not fixed in amount, and that the borrowers are, for the most part, stockholders as well, and both interest and principal of the loans are paid in small install- ments, such payments being made either monthly or weekly at the same time that dues, i. e., payments on account of capital stock, are paid. The capital stock consists of a number of series, a new series being started each year, each six months, or in some few cases even as often as every three months. A fixed amount, usually one dollar, though sometimes fifty cents or twenty-five cents (the latter very infrequently), is paid, say, monthly, on eacb BUILDING AND LOAN ASSOCIATIONS 373 share of stock held, and when these periodical contributions, to- gether with the accrued profits, reach a specified amount, say, $200, the series of stock is paid off. In this way there is a con- stant contributing and withdrawing of capital going on, one or more new series of stock being started each year, and one or more series maturing in each year. In addition to matured stock, withdrawals are made by the stockholders who for one reason or another cannot or do not care to continue until the ma- turity of their series. In the case of such withdrawals a penalty is imposed by paying somewhat less than the full amount of the profits accrued on the stock. In a well-managed association, the by-laws of which call for monthly payments of $1 per share and fix the full value of a share at $200, a series usually matures about eleven or twelve years after its inception. Verification of Income: The dues paid in by members are not, of course, income or earnings. They are contributions of capital, and a very careful accounting thereof is essential. By ascertaining the total shares outstanding in each series at the beginning of the year and allowing for withdrawals during the year (after the year in which a series has its inception no addi- tional shares can be issued), the receipts from dues can be proven as a whole. The interest on loans will need to be carefully verified. Much of the interest is paid in monthly installments, and as many of the loans are made on a six per cent basis, the interest can be quickly verified. In connection with loans to stockholders the item of premiums must not be overlooked. The by-laws of many ■ associations provide for what practically amounts to competitive bidding by the stockholders for the funds in the treasury. When the applications for loans exceed the available funds, a premium is paid by the successful applicants. The granting of these loans should be recorded in the minutes, and the premiums to be ac- counted for should be ascertainable from this source. Fines on delinquent dues and interest are other items of income. They are usually fixed at a high rate, e. g., two per cent per month, to compel promptness in making payments, but do not usually form a large item of income. In the case of associations which charge admission fees (usu- ally twenty-five cents per share) these are readily verified in total 374 AUDITING on the total number of shares in the new series issued during the year. Building and loan associations do not invest in real estate except when compelled to buy it in to protect an investment in a mortgage loan which is foreclosed. When real estate is owned, the income therefrom should be verified. A comparison of the net income with the book value of the properties should be made so as to be sure that real estate is not being carried at excessive figures. The best verification of the dues and interest appearing as unpaid on the books is to publish a list of the account numbers and amounts of such arrearages in the association's published annual statement. A good verification of the capital stock out- standing would be for the auditor to be present at the meeting next following the commencement of the audit and to examine each stockholder's pass book as it is presented at the time of paying dues. The numbering of all stockholders' accounts and the consecutive numbering of the pass books by the printer, all pass books to be accounted for, is also a safeguard. Expenses: These are verified in the usual manner. To the credit of these associations it must be said that most of them are economically conducted and the direct outlays for salaries, etc., are seldom excessive. Inspection of Securities: A very important feature of the audit is naturally the examination of the securities owned. Mortgages, insurance policies, and other documents pertaining to real estate loans, assigned capital stock certificates, notes for loans on stock collateral, and real estate deeds are all to be carefully scrutinized. Distribution of Profits : An important part of the audit is the verification of the annual statement. Most associations publish, in addition to a balance sheet, a statement of cash receipts and payments, and not the profit and loss account, although it is on the basis of the results shown by the latter that the apportion- ment of profits among the various series of stock is made. There are several plans of profit distribution in use, not all of equal merit. The most equitable and accurate plan is to treat as the cap- ital for the year the dues paid in and the profits accrued thereon BUILDING AND LOAN ASSOCIATIONS 375 up to the beginning of the fiscal year under review, plus the equivalent sum for one year of the installments paid in during the year, and less the entire dues paid in and the accrued profits to the beginning of the fiscal year on stock withdrawn during the year. On the average working capital for the year so determined, the percentage of the year's earnings as shown by the balance of the profit and loss account is ascertained. The calculation of the average working capital is made by separate series as well as in total, and the percentage earned added to each series. The total earnings for the year are thus apportioned among the various series. The accrued profits in excess of the amounts actually paid to withdrawing stockholders are included as a part of the year's earnings. A plan which is in use by many associations, but which is misleading, in that the apparent percentage of earnings to capital is higher than is actually the case, is that by which accrued profits are not treated as a part of the capital, the profits being calcu- lated and apportioned simply on the basis of the dues paid in. As this constitutes a smaller amount on which to calculate the percentage w^hich the earnings are of the capital stock, the ap- parent rate of earnings is higher than the actual rate. Some associations even go so far as to reapportion each year all the profit earned, not only in the current year, but in preced- ing years, on all unmatured series of stock. This is clearly wrong and inequitable. Each year, which usually marks the entrance of a new series of stockholders, should witness the apportion- ment of its earnings in accordance with the actual earnings, which apportionment should remain undisturbed in the remain- ing years which the various series have yet to run. It should be stated, however, that in many cases the by-laws of the association prescribe the basis on which profits shall be apportioned among the various series, and in such an event the auditor cannot do otherwise than comply with them. Even in such cases, however, it would seem desirable to call the attention of the directors or the stockholders to the desirability of adopt- ing the most accurate method. Most associations publish balance sheets, statements of re- ceipts and payments, and statements of capital stock more or less like the following forms: P-I o o o CO o I-) Hi n 9 S"^ 9 art iifi 1' ■gg 5-So "l3 s H O •^ -51. ■S&: s g(S .wSs illllllll C4 IIP P^OQAO 376 BUILDING AND LOAN ASSOCIATIONS 377 STATEMENT OF CAPITAL STOCK Series Date of Bo> No. Isaae rowed on Free Total Value of Series With- drawal Value Dues Proata Total Share * This amount should agree with the item of "Capital Stock" shown in the balance sheet. Fewer associations publish the Profit and Loss Account, though all ought to do so. The following is a form thereof : PROFIT AND LOSS ACCOUNT Year ended 191 Earnings Interest Premiums lines Admission and Transfer Fees Rents of Real Estate Leas — Insurance, Taxes, etc. Profits on Stock Withdrawals Expenses Interest on Stock \fithdrawn Interest on Borrowed Money Administration Expenses $ Net Profit for Apportionment Among Stock Series A few associations publish statements of capital stock show- ing the dues paid in and the profits earned in each year on each series of stock outstanding. This makes a very complete and informing exhibit of an association's experience for a period of years. Being chartered by the States, building and loan associations are usually subject to the supervision of the State banking depart- ments. The forms of report required vary in different States. The foregoing have been selected and adapted from the best ones in use. CHAPTER XXIV SPECIAL POINTS IN DIFFERENT CLASSES OF AUDITS (Continued) INSURANCE COMPANIES In almost all States insurance companies cannot organize under the general corporation laws, but must incorporate under special laws. These laws usually provide inter alia that the com- panies shall be subject to inspection by the Insurance Commis- sioner of the State. Furthermore, such examinations are not limited to the State in which a company is incorporated, but it is' subject to examination by the Insurance Commissioner of every State in which it is registered to do business. The examinations made by State Insurance Commissioners are similar in purpose to examinations of banking institutions made by the National and State Governments. The chief ends sought in these examinations are to ascertain whether or not the company is solvent and to prevent any violation of the insurance laws. While these are most important objects — even preemi- nently so — they by no means embrace all the duties of the profes- sional auditor. As is to be expected, the State examinations vary consider- ably as to the efficiency with which they are conducted. It is not to be wondered at if the staff of a department, whose members may have been recruited largely through the medium of political appointments, does not possess technical ability or experience of a very high order. In this connection it may also be men- tioned that the abuses which were revealed by the investigation of a number of the large New York life insurance companies had been going on for years in spite of the fact that the companies were supposed to be periodically examined by the New York Insurance Department, and were reporting regularly to that Department. It is a significant fact that in recent years quite a 378 FIRE INSURANCE COMPANIES 379 number, of the large life insurance companies have adopted the plan of having their accounts audited by pubUc accountants. FIRE INSURANCE COMPANIES Naturally the auditor will need to inform himself as to the meaning of various technical terms and expressions. Aside from this, the audit of a fire insurance company will offer no serious difficulty, as the accounts are not very complicated. Premiums form the largest item of income. The initial record of the premium income appears in the agents' reports. Enough of these should be traced into the books to satisfy the auditor of the correctness of the books in this respect. Balances due from agents at the close of the fiscal period should be thoroughly verified. This may be done by analyzing the agents' accounts and taking up with some one in authority such balances as are in arrears. The balances should also be verified by comparison with the closing balance on the agent's last monthly statement. Income from investments is another considerable item; this can and should be completely verified. The securities them- selves must also be examined; this will be done in the same manner as in the case of banks or other financial institutions. Unless the audit is specifically limited to the verification of the balance sheet, the payments for losses and expenses will need to be vouched. The vouchers for losses paid, expenses, and other items of outgo, should be properly approved. Insurance policies on which losses have been paid should be traced into the premium income record to see that the company actually received a con- sideration for the risk on which payment was made to the in- sured. Irregularities in the accounting for premiums may per- chance be brought to light by this plan. In connection with losses, steps should also be taken to see that collection has been made for such part of the loss as had been reinsured. The system of recording reinsurances should be such as to insure the collec- tion of the pro rata part of losses payable by other companies. Credits to agents for return premiums, rebates, and commissions should also receive attention. The importance of safeguarding the payments for premium refunds and rebates from the standpoint of establishing an ef- 38o AUDITING fective internal check, as well as the importance of the profes- sional auditor's covering the matter thoroughly, is forcibly brought out by the following extract from a newspaper account of the embezzlement of $13,000 in a little over three years by two clerks who asserted that they were not in collusion, but who were both "operating" at the same time in the New York office of a large British fire insurance company : Walker and Bradford, as their depositions state, were employed in the auditing department of the insurance company. . . . Their method of obtaining money was to cause cheques to be issued which appeared to be in payment of premium rebates on canceled policies. Both Walker and Bradford prepared these cheques in the regular course of their day's work and presented them to the cashier for his signature. Then they were sup- posed to be sent to persons who had canceled policies. The accountants discovered that no account was taken of the cheques thus issued and that the returned vouchers were never examined. Bradford said the idea of drawing cheques to fictitious persons, or of duplicating cheques already issued and then forging the indorsements, came to him through the suggestions of a fellow employee, who, however, had no idea of operating it himself. "I went broke one night," says Bradford in substance in his deposition. "1 think I had been shooting craps in Dey Street. At any rate, the family were all away. I had sent my wife to the country, and there was no one at home. I was at my wits' end to raise money the next day. "I went out to lunch with a fellow employee and in the course of the meal he suggested how easy it would be to raise money by duplicating cheques sent to policy holders who were withdrawing, or even by sending cheques to purely fictitious persons. The fact of the sending of a cheque was entered in a register, but when the cheque was returned from the bank it was never examined beyond seeing if it bore the proper indorse- ment. It was never compared with the policy which occasioned its issu- ance, and so the company never knew whether a rebated premium had been paid more than once or not. That started me thinking. "I didn't have to make a study of it. It came just as naturally as taking a drink. The cheques all went through. I got various persons to cash them, and the company always paid without question. By this time I had got to the point of drawing cheques for any name at all and then indorsing them properly. Then it occurred to me once that if an investigation were made of the register it would be found that the name of the person who actually had received the proper cheque for his rebate wouldn't agree with the indorsement on my cheque, which corresponded in number to the good cheque, always supposing that it was my cheque which chanced to be looked up. I never felt in any fear of their finding both cheques. FIRE INSURANCE COMPANIES 381 "To cover myself I began erasing names from the register and sub- stituting the names for which I had made out my cheques. These erasures finally attracted the attention of the auditors, but they couldn't catch onto the scheme then until I told them how it was worked." Walker stumbled on the plan because he happened to notice once that in eight years only one thorough examination of the canceled policies and payments of rebated premiums was made by the auditors of the company. As soon as he found how easily the scheme worked, he began to pay his bills with cheques drawn on the insurance company. He bought a piano with one of his early cheques, making the cheque payable to the piano salesman from whom he made his purchase. In the insurance company's office, had any one looked it up, it would have ap- peared that this salesman was receiving a rebated premium on a canceled policy. To the salesman himself it appeared merely that Walker had asked his employer to make out a cheque for his convenience. Walker said he paid his rent regularly each month with one of the company's cheques, making it out in favor of his landlord. Walker said that while Bradford never suspected him, he had known for six months before their arrest that Bradford was doing the same thing, but said he never had spoken to him about it until they met in police headquarters as prisoners.' Most of the cheques which Bradford and Walker drew were for amounts less than $50, so that it required more than 200 falsified cheques for them to obtain the $13,208. Liabilities : By far the largest, as well as the most important, item among the liabilities is the reinsurance reserve. The basis on which this must be calculated is usually fixed by State law. The plan most generally followed is to reserve one-half of the gross premiums (net of reinsurance) on all unexpired one-year policies and pro rata parts of the gross premiums on unexpired poUcies written for a longer term than one year, allowance being made for the full number of years of the term which have already expired. The deposits reclaimable by the assured are taken as the liability on perpetual policies. The liabilities should include full provision for losses ad- justed, but not yet paid, and for all unadjusted or disputed losses. Unpaid expenses, accrued taxes, etc., should also be allowed for in stating the liabilities. An excellent article on "Auditing Insurance Accounts," by George Wilkinson, C. P. A., is to be found in the May and June, 1910, numbers of The Business World. The article confines itself to the auditing of fire company accounts. 382 AUDITING LIFE INSURANCE COMPANIES In many respects the audit of a life insurance company will follow the same lines as the audit of a fire insurance company. There are, however, some points of difiference, as will presently be seen. The investments of even a moderate-sized life company will be found to be very numerous, and their examination will require considerable time and care. In addition to verifying the fact of their being in the possession of the company or deposited with properly constituted authorities, such as the State insurance de- partments (when the latter is the case, the fact should be verified by correspondence), the income which should have been received from the investments is to be verified. The auditor will do well to inform himself as to what secur- ities are legal investments under the laws of the State in which the company is incorporated. The valuation of the investments is of great importance, and is considered somewhat at length, in another part of this book. Loans to policyholders secured by an assignment of the poli- cies now form an item of considerable size in the assets of most large companies. Inasmuch as the loan never exceeds the amount of the reserve accumulated on the policy, such loans are a very good asset. The notes and assigned policies should be examined as a means of verifying the policy loans. The laws of most States prohibit insurance companies from investing in real estate except for their own use. These laws have, however, been interpreted as permjitting the ownership of large office buildings, of which a company may use but a small part for itself. The companies must also buy in real estate occa- sionally to protect their investments in mortgages. Conse- quently, real estate may form another asset of considerable amount. This necessitates a verification of the income from rentals. Receipts from sales of real estate should also receive attention, as it is usually the aim to dispose of foreclosed prop- erty as soon as it can be done without loss. The valuations at which the real estate appears in the balance sheet should be sup- ported by independent appraisals. The insurance reserve of life insurance companies is calcu- lated on an entirely different basis from that of a fire insurance LIFE INSURANCE COMPANIES 383 company. The calculations are made by the company's actuary and the auditor is not ordinarily expected to do more than see that the reserve as stated in the balance sheet agrees with the actuary's figures. Sometimes, however, the auditor is instructed to make a test of the actuary's calculations. In such instances it may be desirable for him to engage the services of an actuary to do this work. On the other hand, the accountant who has a good grasp of the underlying principles of life insurance can, himself, by the use of tables which are prepared for the purpose, test the calculations of the reserve and satisfy himself that it has been properly summarized, and that it includes reserves for all classes of outstanding policies which require them. It is rather surprising that, with the magnitude which the insurance business has attained, the companies are, or at least until recently were, content to put up with the primitive account- ing systems in use by most companies. This may have been due in part to the fact that the forms of reports prescribed by State insurance departments encouraged unscientific accounting meth- ods. While the forms of report have been somewhat improved in recent years, they still leave much to be desired. A few years ago a committee of the American Association of Public Accountants, acting jointly with a committee of the New York State Society of Certified Public Accountants, appeared before the Armstrong Committee of the New York Legislature. In addition to forcefully presenting the necessity for reform in insurance accounting methods (see the April, 1906, Journal of Accountancy for a report of the Committee's criticisms and sug- gestions), the Committee submitted a number of model forms, which are reproduced herein. It is a matter of regret that the insurance authorities did not see fit to adopt the forms. They would have been a great im- provement over the present forms. They give in a concise manner the information which is of value to the policy- or stock- holder, and by means of supplementary schedules they can be amplified as much as may be desired. The model forms, while designed primarily for life com- panies, could easily be adapted to the needs of fire and other in- surance companies. 384 AUDITING THE IDEAL LIFE INSURANCE COMPANY BALANCE SHEET, DECEMBER 31, 19... Real Estate— (Appraised Value): Office Buildings: Home Office . . Domestic Branchea . .... Foreign Branch® . . ... Other Real Estate Secured Loans: On Mortgage . On PoUcies . . . . ... On Other Collateral Bonds, Stocks and Other Makkbtablb SEcrmmES — (Market Value): Bonds: Government, State and Municipal of the United States and Canada . . ... Raihroad and Traction Companira in the United States and Canada . ... Foreign — ^Held Chiefly to Comply with Statutory Requirements . . . Miscellaneous ... . . Stocks: Railroad and Traction Companies in the United States and Canada ... . . . Financial and Insurance Compames in the United States and Canada . , . ... Miscellaneous ... . . Syndicate Subscriptions . . . . Cash: In Banks and Trust Companiea: Home Office, Subject to Cheque Branches and Agencies, Subject to Cheque . On Deposit on Special Terms Deposits with Foreign Governments . ... In Transit . , . . On Hand — At Home Office, Branches and Agencies Premiums in Course op Collection or Collected AND NOT Reported: First Year Premiums $ Renewal Premiums Annuities . 1:1^ $. Agents' Balances and Miscellaneous Advances S . Interest and Rentals Due or Accrued: Interest: On Bonds and Dividends on Stocks . On Secured Loans On Agents' Advances and Balances Miscellaneous . . Rentafe LIFE INSURANCE COMPANIES 385 THE IDEAL INSURANCE COMPANY BALANCE SHEET, DECEMBER 31, 19... Liabilities GENERiL Ihsdsahoh Resbbtb: (Describing Basis) . 1 t $ Current Liabilities; Under Policies and Policy Contracta: Death Claims— Due and Unpaid $ Matured Endowments Annuities— Due and Unpaid . . . Dividends— Due and Unpaid CommiBsions and Current Expenses: Commisfflons on Premiums in Course of Col- Current Expenses » t [ Premiums, Interest and Rents Prepaid, and Sundry $ Capital Stock t Surplus and Reserves: Investment Fluctuation Reserve Fund .... Deferred Dividend Funds Annual Dividend Funds Unappropriated Surplus * pj W fH % g g u o o H O c> s ^ M p{ « ^ K (H HH P4 ►^ C< 1-4 n < N M Q H M a o u H u . -tA O h O iS ^ Sa : J ' *s fn TJ : § a ■■f » ! I ^ 'g a c S n n 1 & 3 1 H El Eh ' 387 Ill .■aiJS , •n s ■as. ^ "S-S 9^ o III m 3 i> a S ■S-gl;^ •s " s s Isi i.a as « sp 9 :B.3 .-o.a- 1 s-e i INSURANCE AND SURETY COMPANIES 389 CASUALTY, HEALTH, SURETY, TITLE GUARANTEE AND OTHER COMPANIES In the main, the accounts of these companies will be similar to those of fire companies. The most important difference is that the basis of determining the reinsurance reserve is not al- ways the same as for fire companies. For instance, it is custom- ary to include the full amount of the gross premiums on unex- pired risks in the reserve of marine and inland navigation com- panies. Health companies resemble life companies somewhat and their reserve may be based on actuarial principles. Insurance Companies and the Corporation Tax: In auditing the accounts of an insurance company the question of the correct amount to pay under the Federal Corporation Tax will probably arise. A decision bearing on insurance reserves and sums set aside for amortization of bonds was rendered by the Commis- sioner of Internal Revenue, August 25, 191 1, as follows: First. The net addition to reserves required by law to be made within the year to reserve funds may be the highest amount required by any State in which the insurance corporation actually does business. In the case of assessment insurance companies the law provides that the actual deposit of sums with State or Territorial officers, pursuant to law, as additions to guaranty or reserve fund, shall be treated as being payments required by law to reserve funds. Second. The reserves carried by various insurance corporations to provide for taxes due and payable within the year for which the return is made cannot be accepted as taxes paid unless such taxes were actually so paid. The second paragraph of section 38 of the Act of August s, 1909, referring to deductions from gross income, provides, "(fourth) all sums paid by it within the year for taxes imposed under the authority of the United States, or of any State or Territory thereof, or imposed by the Government of any foreign country as a condition to carrying on business therein.'' You will note that the language of the statute is "'all sums paid by it v^^ithin the year for taxes," etc. Third. Relative to amortization of bonds, where a corporation holds bonds which were purchased at a rate above par and said corporation shall proportionately reduce the value of those bonds on its books each year so that the book value shall be the redemption value of the bonds when such bonds become due and payable, the return of annual net income of the corporation holding such bonds may show the depreciation on account of amortization of such bonds. The requirement is, however, that the amount carried to the amortization account each year shall be practically proportioned with respect to the difference between the purchase price and the maturing value and the number of years to elapse until the bonds 390 AUDITING become due and payable. With respect to bond issues where such bonds are disposed of for a price less than par and are redeemable at par, it is also held that because of the fact that such bonds must be redeemed at their face value, the loss sustained by reason of their sale for less than their face value may be prorated by the issuing corporation in accordance with the life of the bond. With respect to depreciation on real estate, it appears to be difficult to say more than is set forth in the regulations. The depreciation must have actually occurred before it can be allowed. Where it is necessary to estimate the depreciation, such estimate must be in accordance with the best data obtainable with respect to properties similar to that on which the depreciation may be claimed. It is understood, of course, that such depreciation should be charged off on the books of the corporation claiming the same. With respect to the last sentence see Chapter XXII. The commissioner's ruling on this point has been reversed by a court decision. MANUFACTURING The accounts of manufacturers are submitted to the auditor probably as often as any one other class of accounts. Conse- quently he should be well informed on such matters as are espe- cially pertinent to manufacturing accounts. Expenditures for wages should be thoroughly verified. It is well for the auditor to be present at the paying off of a roll so that he may observe the methods used ; in fact, he should follow the system of handling the pay roll through from the initial steps in making it up to the final paying out of the wages to the work- men. The system of receiving materials and checking the invoices therefor, both as to quantity and quality, should also be made the subject of careful observation. An especially important matter is to see that freights which are chargeable to shippers are duly deducted from the payments for purchasers. Similarly, the freights on outgoing shipments should be examined to make certain that none which are prepayments on sales made f. o. b. factory, and which are consequently chargeable to customers, have been absorbed in the manufacturing expense accounts. Depreciation of plant is an item which, while not peculiar to manufacturing industries, is of especial importance in that con- nection. The basis on which the allowances therefor are made varies in different industries. For textile mills, machine shops, MANUFACTURING 391 etc., it is customary to base the depreciation allowances on per- centages of the plant values, the percentages being in turn based on the estimated useful life of the plant or different parts thereof. In industries like blast furnaces and coke works the allowance is frequently based on a certain rate per unit of production, the amount of the allowance for different fiscal periods varying in direct proportion to the fluctuation in the output of pig iron or coke respectively. A legitimate reason for such a basis is that in industries such as those named, a very large output imposes a correspondingly heavy strain on the plant, whereas when the pro- duction is light, the wear and tear on furnace and oven linings, etc., is much less. Miscellaneous income needs to be carefully looked for and verified. One such item which is quite frequently encountered is the income from houses owned by manufacturers who are lo- cated at a distance from cities and towns, and who rent these houses to their employees. Most frequently, though not invari- ably, the rents are deducted from wages payable to the employee tenants. As often as not, the record of rents is in crude form. A suit- able form of rent roll should be suggested. The record should be based on the rents accruing, not merely on the collections when made. In stating the operations of the undertaking, the taxes, re- pairs, and other expenses which can be allocated to the houses owned should be applied against the rents (though preferably showing the gross of both rents and expenses), and the net income or expense extended. When the buildings used for manufacturing are leased and a portion of the space is sublet, it is desirable that both the gross amount of rent paid and the amount received for the space sub- let be shown so that any fluctuations in the net amount of rent paid which are due to the sublet premises becoming vacant may carry their own explanation with them. A comprehensive system of cost and stock accounts is very desirablie. In the absence of such a system the inventory valua- tions contain an element of guesswork and the auditor cannot be certain that they represent actual manufacturing cost. Correct cost and stock accounts are also of vital importance for the aid SB'S 5s III? §1 3-3 5^ eg, a o b ogs sir pi) u I «! n 392 a .9 ^ a 3 "Cq * en »-M3@ SsSS 11 s 394 AUDITING which they give in carrying on the manufacturing operations to the best advantage. In those industries in which there is but a single unit of pro- duction — such as tons, pounds, barrels, or gallons — at least the sales accounts should be kept not only as to values, but also in quantities. Under such conditions it will occasionally be pos- sible to lay out the accounts on the general books in such a manner as to show therein the average manufacturing cost per imit of production. Keeping cumulative records of quantities in con- nection with the values, not only of sales, but also of materials purchased and used, will enable the auditor to make a compar- ison of the quantity of materials used with the resulting quantity of finished product, and ascertain whether the ratio of one to the other is within a reasonable range of the average experienced in the particular industry. Uniformity of detail in the financial statements of manufac- turing concerns is not to be expected. It will doubtless be of interest to students, however, to see forms of statements which are actually in use. On page 392 is shown the general form of balance sheet which is used by quite a number of American manufacturing corporations, following which is the form pre- scribed by the English Companies Act. PUBLISHERS OF BOOKS Publishers who do not do their own printing and binding are in the position of merchants who have goods manufactured for them according to their special pattern and design. Those who, in addition, have their own printing plants are both manufac- turers and merchants. In practically all cases, even if there is not a retail store connected with the business, there is a department for filling retail mail orders. There are several considerations nYore or less special to pub- lishers' accounts, and reference will be made to these. Royalties paid to authors; while not exclusively found in publishers' ac- counts, are in point of proportion a more important item here than in most businesses. Royalty accounts with authors should be carefully checked. The credits thereto should be thoroughly tested to see that they are for quantities actually sold and that the rate per copy is in accordance with the contract between pub- PUBLISHERS 395 iisher and author. Sometimes the contract will be on a profit- sharing basis, and in such cases the auditor will need to satisfy himself that all costs have been taken into account. Advance payments on account of royalty should not be in- cluded among the accounts receivable from customers, but should be set out separately in the balance sheet. The matter of royalties also raises an important question regarding the valua- tion of unsold books at inventory dates. If authors are credited with royalties only as their works are actually sold, care should be taken to see that the cost of production at which the books in the inventory are valued does not include the item of royalty. Of course, if authors are credited with royalties as books are bound, even though they are not yet sold (there are some publishers who pursue this plan, though they are in the minority), it is quite proper to value the books at a figure which includes the royalty. Another very important question in connection with the valuation of sheet stock and bound books is that of salability. Cost is far too' high a valuation of books for which the demand has died out, or for which there may never have been a demand. The best way to determine the strength of the demand for books of which large quantities are on hand is to ascertain the number sold during the last fiscal period. The ratio of the quantity on hand to the quantity sold will furnish data for de- termining whether or not the stock should be valued at full cost or only a fraction thereof, or, if quite unsalable, at the price of waste paper. Even in applying this test, however, care must be taken not to be misled by large sales early in the period which may have dwindled away in the latter part of the period; the facts in such a case probably being that the demand has died out. Still another consideration in connection with inventories — and this affects accounts receivable as well — is to see that the latter do not include consigned stock in agents' hands. Such stock should appear in the inventory at cost or less and not among the accounts receivable at selling prices. Such stock on hand as paper, ink, binding materials, and other supplies presents no unusual problems. With regard to the quantities of stock, books are an article of which the auditor can readily verify the quantities stated in the inventory by making 396 AUDITING an actual count. It is very desirable to make some such tests, especially of the larger quantities. The overvaluing of artists' drawings (for illustrations), if indeed, any value whatever is to be allowed for them, must be guarded against. Such values are sometimes based on senti- ment rather than on what would be realized if the articles were sold. Whether or not the values placed on the book plates are rea- sonable, demands careful inquiry on the part of the auditor. "Cir- cumstances alter cases," and this adage is true of book plates as well as of other things. Obviously, it would be quite proper to carry the plates of an edition of the Encyclopedia Britannica or of some standard scientific work at a considerable part of their cost long after the entire cost of the plates for a more ephemeral piece of literature, like a novel, should have been written off in toto. The plates for a novel should be written off entirely as a part of the cost of the first edition — there may never be another ; the great majority of novels don't run through more than one. As already indicated, the plates of a work which will be stand- ard for a number of years may be written ofif more gradually, particularly as the greater initial cost frequently includes large expenditures for contributions and editorial work which take the place of royalties payable over a period. The fact that the effective demand for such a work is real- ized over a long period of time is another justification for charg- ing off the cost of such plates more gradually. At the same time, the world moves so rapidly and new dis- coveries are so frequent that works which are standard to-day are out-of-date to-morrow, and an issue of an encyclopedia or other reference work is not authoritative for as long a period as was formerly the case. Some large failures in the publishing business are traceable to the omission to charge against the cost of books a proper pro- portion of the cost of plates. In view of the large profits which were apparently being earned, liberal amounts of cash were with- drawn from the business. The actual facts were that the liquid assets or working capital of the business were being replaced by a growing fictitious investment in plates and copyrights. The only safe plan is to charge off liberally. PUBLISHERS 397 As a parting word on the subject it may be said that the value of plates and copyrights should never be increased above cost. Even though there is every indication that the demand for cer- tain publications will continue, or even increase, and result in large profits in the future, that is no reason for anticipating such profits and capitalizing them by raising the book value of the plates, and correspondingly crediting current income or even surplus account. Accounts receivable require especially close scrutiny in a publishing business. One pitfall has already been referred to, viz., that accounts will frequently be found among the receivables which are in reality consignment accounts. Where books are sold on the installment plan the balances on such accounts also require careful examination. The right to reclaim such books if they are not paid for in full does not put the accounts in the secured class, as it usually costs about as much to recover books sold on the installment plan as they are worth. An especially liberal reserve for losses on installment ac- counts should be made, as there is a large margin of profit in installment sales to offset the losses which may confidently be expected. The condition of the other customers' accounts as to promptness of payment will naturally be an important element in the determination of how large the reserve for possible losses thereon should be. Large amounts of postage are used in a publishing business. A record of the purchases of stamps and of the quantities issued for use on requisitions of the shipping, advertising, correspond- ence, and other departments should be kept as a means of pre- venting abuses which may otherwise occur. There are quite a few sources of miscellaneous receipts in the publishing business, particularly in the printing end, such as waste print paper, cuttings, ink barrels, boxes, gilt sweepings, etc. So far as possible all such items should be carefully ac- counted for. PUBLISHERS OF MAGAZINES AND NEWSPAPERS These accounts present some problems quite different from those of book publishers' accounts. Finished stock is usually a minor item, consisting of back numbers and bound volumes of 398 AUDITING magazines. Past issues of newspapers are never given any value in the inventory other than as waste paper. Plates also are not a vital factor. Their value should be limited strictly to that of the metal as such excepting, perhaps, for the small amount of plates for advertisemlents under long contracts and similar standing matter, on which a somewhat higher value may be placed. Two of the most important items which are peculiar to mag- azines and newspapers are the revenues derived from advertis- ing and "circulation" respectively. A century ago newspapers may have been published on the basis of the income from sub- scriptions furnishing the bulk of the wherewithal to pay the cost of publication, but that day has past long since, and the same thing may be said of magazines. Ordinarily, the subscription or circulation revenue does not cover the cost of production and distribution, and the only inducement to extend the circulation is because of the higher rates for advertising space which the larger circulation commands. In the case of a monthly magazine, all the advertisements in several numbers out of the year's issues should be compared with the charges for advertising recorded in the books. Proper authority should be shown for such advertisements as have been inserted without charge. Some of the contracts should also be consulted for the purpose of testing the correctness of the rates charged. If the accounts of a newspaper are being audited, the charges for the advertisement in one or two days' issues of each month should be verified. More difficulty is likely to be encoun- tered in verifying the revenue from classified advertising than in verifying the income from display advertising, particularly if the system of recording the classified advertisements is of the happy- go-lucky kind which not infrequently obtains. The importance of examining the commission accounts of advertising agents and solicitors should not be overlooked. Subscription income is difficult to verify. On account of the immense volume of detail it is out of the question to check it with any approach to completeness. The best that can be done, in addition to making tests of the clerical work, is to assure oneself that the system is the best that can be devised to safe- guard the integrity of the subscription, or — as- it is usually PUBLISHERS 399 termed in the case of newspapers — cash circulation, and to com- pare the total circulation revenue with the approximate amount which it would seem that the number of copies printed, after making due allowance for unsold and returned copies, should have yielded. Data for making the latter test will be obtained from the press run record, the circulation manager's statement of the dis- position of the number of copies printed (sold, exchanged, re- turned, distributed free, etc.) and the news agency's reports. That part of a magazine's circulation which goes directly to sub- scribers by mail may be approximately verified by dividing the weight per copy (including wrapper) into the total weight shown by the post ofifice receipts for second-class postage paid. This must be done separately for each issue, as the number of pages will probably vary from one issue to another, and this will in turn change the weight per copy. Knowing the circulation of a magazine, some idea can be formed of the approximate amount of subscription revenue which should have been received. Precautions should also be taken to prevent abuses of the free list. Names should be entered thereon only with the ap- proval of some one in authority. While on the subject of verifying circulation, it may not be amiss to refer to so-called "circulation audits" which are at times made on behalf of advertisers' associations or directly for news- papers which desire to substantiate their claims of having a certain circulation. There are a number of ways of manipulating newspaper cir- culation records which can be detected only by an audit of the general accounts. For example, the cash sales (office sales and mail subscriptions) may be inflated, making them, say, $ioo or $200, or more, larger than the amount actually collected and then charging off the' inflated amount monthly, quarterly, or at irreg- ular intervals, to some expense account, no details accompany- ing the entry therefor in the general cash book. Another method which has been used is to overcharge news-agents' accounts or to charge to fictitious agents papers which were never actually delivered. Eventually such charges, which served the purpose of inflating the circulation earnings when they were made, are written off as bad debts or to some expense account (really an 400 AUDITING ofifset against the circulation earnings account and frequently so treated in preparing the confidential statemlents for the manage- ment). In the circulation accounts receivable ledger these credits may be entered as cash instead of as allowances or as bad debts written off. From the foregoing it is obvious that a circulation audit which is restricted to an examination of the circulation records, and during which the auditor does not have access to the general books, is absolutely worthless. It proves nothing except, per- haps, that the circulation records may have been very cleverly manipulated. A verification of the revenue purporting to have accrued from circulation can be conclusive only when the dis- position of the cash represented to have been received is traced and the outstanding accounts receivable are satisfactorily veri- fied. Other means, or rather partial means, of verifying the cir- culation are the press-run book, which is a record of the number of papers indicated by the automatic counters on the presses to have been printed, and the quantity of paper used, the latter being ascertained by referring to the purchase invoices and applying the quantity of paper on hand at the beginning and end of the period. The auditor must, of course, take steps to assure himself that the press-run book which is submitted to him has not been "faked" for his especial benefit. From either of these sources only the gross circulation printed is obtained. It will still be necessary to ascertain the number of copies spoiled, un- sold, returned, sent to exchanges, etc., and deduct the total thereof from the number printed before the net paid circulation can be determined. The subscription earnings account of a magazine should include only that part of the subscriptions received which has actually been earned during the period. That portion of sub- scriptions received previous to the period under review, but which has been earned during the period, should, of course, also be included therein. The unexpired pro rata of subscriptions in force at the close of the period should appear in an unearned sub- scriptions account and be entered among the liabilities in the balance sheet as unearned or deferred income. There are several methods for determining the actual subscription earnings of the period and the unexpired amount at the end of the period. PUBLISHERS 401 Under either plan the subscription receipts are credited to an account termed, say, unearned subscriptions, and periodically, usually monthly, the amount earned during the period is trans- ferred to a subscription earnings account. One way of determin- ing the amount of the monthly earnings is to classify the sub- scription receipts according to expiration dates, from which the actual earnings for a given month can readily be determined. Another way is to ascertain the average annual realization per subscription and then multiply the number of copies mailed by one-twelfth of the average annual rate. While the second plan can be safely followed if the data used in making the calcula- tions is carefully verified, the first mentioned plan is, perhaps, less liable to give rise to inaccuracies. With many newspapers the annual or semiannual subscrip- tions form such a small part of the total circulation that a re- serve for unexpired subscriptions is almost or quite unnecessary. Others again have a very large mailing list of individual sub- scribers, and in such cases a reserve for unexpired subscriptions should, of course, be created. A reserve for returns should also be made in the case of both magazines and newspapers. A very few of the magazines do not permit agents to return unsold copies, but the great majority do. Almost all newspapers accept from newsboys unsold copies of the previous day's issue in exchange for the current day's papers. In the case of regular news agents credit is allowed in the monthly settlement for copies charged, but not sold by the agents. The reserve should be based on past experience as to the ratio of returns to gross circulation, and, if set up only at the end of the fiscal period, will be determined by applying the per- centage decided upon to the circulation accounts receivable. Not all magazine publishers print the magazines themselves. The printing and mailing is sometimes done by contract, the publisher supplying the paper, which he buys direct to eliminate the printer's profit thereon. Frequently, however, a newspaper publisher will have his own printing plant. The accounts per- taining to this end of the business will naturally call for much the same general treatment as those of other printers. Publishers who have their own printing plant frequently do job printing. Even if there is not a regular job department, spec- 402 AUDITING ial work like circulars of newspaper-sheet size may occasionally be run off. This, as well as other sources of miscellaneous re- ceipts, which are often quite numerous, should not be overlooked. Magazine and book publishing is very frequently combined in one business, but this fact of itself does not introduce any complications except in the apportionment of general charges. The magazine and book departments will ordinarily be found to be quite distinct. BREWERIES In breweries there is probably a greater opportunity for theft of supplies or product and misapplication of collections than in almost any other business. The containers — boxes, bottles, kegs, and barrels — are never sold, but remain the prop- erty of the brewer. The value of these should not be set up in the balance sheet as accounts receivable if they are charged against customers. This is sometimes done. It is easily seen that the loss in such stock is considerable, and that the value set upon it should be investigated carefully. The auditor should see that adequate accounting methods are in force, not only for the containers, but for all other stock, and, if not, report should be made thereon. The fact that collections are frequently made by the drivers is a weak point, requiring special attention and necessitating close scrutiny of all allowances and discounts. Usually a large amount of money is invested in saloons either owned or controlled by reason of loans made. Frequently the brewery pays for the license and collects on same from the saloon keeper in monthly installments. The auditor should see that the income from these sources is properly taken up, and at the same time see that adequate provision is made for bad and doubtful accounts, as the loss on these advances is considerable and is looked upon as being an expense of keeping the product before the public. In addition to amounts actually loaned to customers, the brewery frequently guarantees loans made to customers by others. Such guarantees constitute a large contingent liability and should be set up as such in a balance sheet or indicated in a footnote. MINING 403 MINING— COAL MINES A practitioner engaged to audit the accounts of a mining enterprise for the first time will do well to make an inspection of the entire mine workings and equipment, accompanied by the client's engineer or mine superintendent. Careful observation will give him some idea of the condition of the equipment and scope of the undertaking, which should be of assistance to him when auditing the books and preparing the financial statements. As the largest source of income is from the sale of coal, the inventories and the sales tonnages should be proved with the production records. Deductions from miners' wages for "black- smithing" (dressing their tools) are frequently made on the basis of production ; when so, the collection of this income can be veri- fied in total. Arrangements are usually made with companies operating general stores at the mines (unless the mining com- pany operates its own store,. which will, in that case, be audited separately) to allow the miners to make purchases on credit, the amounts due therefor being deducted from the wages of the mining company's employees. Commissions on these collections are generally charged by the mining companies. The collec- lection of rents from houses occupied by employees and owned by the mining company should also be checked. Some coal companies own railroad cars, for the use of which income should be received from the railroad companies on a mile- age basis. The matter of royalties on coal mined from leased lands requires careful attention. They are based upon tonnage of pro- duction or cubic yards or acreage of the seams worked, and the royalty agreements usually provide for a minimum annual pay- ment, in the event of the production being so small that the regular royalty rate would not require payments equal to the fixed minimum. In the case of comparatively new mines, the minimum roy- alties will usually be paid during the sinking of shafts and period of development work. If the lease agreement allows a lessee to recoup himself subsequently for the proportion of the minimum royalty paid in excess of the amount earned (calculated on a tonnage basis), such excess is usually carried among the assets 404 AUDITING as a deferred charge. As the production increases to a point beyond that at which the royalty, calculated on a tonnage basis, equals the fixed minimum, and the lessee begins to recoup him- self for the advance royalties, the amounts of such retained roy- alties should be applied in reduction of the deferred charge above mentioned. It is important that all royalty agreements be carefully ex- amined, and if they do not provide that the lessee may recoup himself for advance royalties, the latter should be charged against revenue. It sometimes occurs, where a mine is being operated under several leases, that only a portion of the leased lands are being mined, and that portions thereof will never be worked. Obviously, any minimum royalties paid under terms of leases covering lands in that class should not be carried as deferred charges, and for that reason the advance royalties ac- count should be analyzed and such charges eliminated if included therein. If a time limit is set in which the lessee must recoup himself for advance royalties, any portion still carried as a deferred charge at the time the limit expires should be at once charged off. All lands, plants, and equipment accounts should be scrutin- ized, and only such charges should be included as represent the cost of lands which add to the area of coal available for future mining, or which cover expenditures for development, construc- tion, and equipment which will result in increased production. Provision should be made for reduction of equipment, de- velopment, and construction accounts to the amount of the residual value of the machinery included therein by the time the mines are exhausted. This is usually done by charging mining costs at a certain rate per ton of production. The depreciation of railroad cars, if any are owned, and of live stock, should not be taken care of on such a basis, however, but on the basis of probable length of service. While it is desirable to provide for depreciation in value of lands by reason of the depletion of the coal thereunder, it is not certain that mining companies are legally required to replace such wasting capital by reserving any portion of their earnings therefor. In instances where this is not done, the auditor can only call attention to the advisability of such a course, which. MINING 405 when followed, is usually based on the number of tons produced. The following extract from a paper prepared by A. Lowes Dick- inson, C. P. A., and read at the St. Louis Congress of Account- ants in 1904, is of interest in this connection : In the case of minerals, the product taken out of the land becomes the stock-in-trade of a corporation as soon as it is extracted, and whatever the land was worth before its extraction, it is clearly worth an appreciable amount less thereafter. The provision to be made should be on the basis of the number of tons extracted, having regard to the total tonnage available and to the realizable value of the property after the minerals have all been extracted. The same principle would also apply to timber lands where no provision is made for reforesting. The contention is sometimes made that no provision need be made for exhaustion of minerals where the amount of mineral known to be in a definite tract at the end of any period is largely in excess of that which had been discovered at the beginning of the period. This argument cannot, however, for a moment be admitted, except as a reason for reducing the tonnage rate to be provided. As a general principle, whatever there was in the land, whether known or unknown, has been reduced during the period under consideration by what- ever amount has been extracted; and while the new discoveries may be accepted as reducing the necessary rate of provision for extinction from, say, one dollar to one cent per ton, the original principle that provision must be made holds good on the smaller figure, whatever it is. It may be, of course, that the provisions made in earlier years have been sufficient to cover a number of future years on the basis, from the commencement, of the rate subsequently found to be sufficient in view of the new dis- coveries, and in this case there is obviously no necessity to provide further for extinction until the total production at the new rate is equal to the total amount written off. Mortgages upon coal and ore lands usually provide for the establishment of a sinking fund from which to pay off the mort- gage, either in installments or in full on a specified date. The auditor should read carefully all the mortgages of the property of his client and call attention to any unpaid sinking fund charges. Some mortgages require payments to be made into the sink- ing funds on the basis of the entire tonnage mined (which would include all coal consumed in the company's operations), while others base the charge only on commercial production, which would be only that actually sold. The cash held by trustees of sinking funds is to be used for retiring mortgage obligations only, and therefore should be 4o6 AUDITING shown separately on the balance sheet and not mingled with cur- rent cash accounts. GOLD MINES Accountants are often engaged by committees of dissatisfied creditors or stockholders to investigate the disposition of the cash capital invested in gold, silver, copper, and other mining enterprises. In instances where the ore is found in profitable quantities, the auditor should not feel compelled to accept the periodical cash, production, and shipping statements received from the mine ofHce, unless accompanied by original vouchers, ore records, assay reports, and shipping data. Not only should the shipping memoranda be compared with the sales reports, the vouchers for expenditures at the mines compared with the cash statements, and all of the mine reports carefully checked and compared with the general books, but every effort should be made to account for the entire production. Where the product is sent to outside smelters for reduction, tests should be made, using the client's assay reports of values shipped as a basis, to ascertain that the smelter returns are correct. The correctness of the distribution of expenditures between capital and operating accounts should be certified to by the mine manager. He should be requested to furnish a certificate setting forth in detail the local current assets and liabilities or the fact that none exist. A report from the mine manager upon the efficiency of the plant and equipment, and upon the age and condition of the build- ings and other more or less permanent local assets, is necessary in order to properly consider the question of depreciation which should be allowed for in the accounts. A large portion of the mine employees' wages is based on production, and tests of the correctness thereof can readily be made. The balance of the wages should be carefully scrutinized and portions of the pay rolls compared with timekeepers' records. Often mining companies own and operate stamping mills, smelters, short connecting railroads, and other enterprises, the accounts of which should also be carefully examined. As the accounts and the conditions under which various min- ing enterprises are carried on differ widely, no set instructions WHOLESALE MERCHANTS 407 for auditing them can be laid down; the audit should, however, be thorough and detailed enough to cover all possible sources of income, to reveal operating waste, if any exists, and to enable the auditor to satisfy himself that no operating expenses are charged to capital accounts. It is also desirable that the scope of the examination be definitely stated in the auditor's report. TRADING— WHOLESALE MERCHANTS The audit of accounts of wholesale merchants demands ex- treme vigilance on the part of the auditor, because unless the system is complete, not only as to financial transactions, but also as to accounting for the actual stock received and delivered, the discovery of loss by error or fraud, if any exists, is exceedingly difficult. Comparisons should be made of the stock records with the details of the sales and purchases entered in the general books. These should reveal any payments charged as purchases which are not bona fide or for which all the goods were not received. Theft of stock or of the proceeds of such as may have been sold for cash, as well as the shipment of stock without charging cus- tomers therefor, should also be discovered by such comparisons. Additional to the possibilities of fraud above mentioned are those in which attempts at concealment are made by making false entries on the financial records only, such as the theft of cus- tomers' remittances, in whole or in part, and allowing their ac- counts to remain open in the ledger, or writing them off through the journal ostensibly as bad accounts, or as having been closed by discounts, allowances, or return of goods; by erroneously reporting the aggregate of cash sales, raising the amounts of vouchers covering cash paid for freight and expressage, etc. Particular care must be exercised (to avoid misstating the business results) to ascertain that the mathematical calculations of inventory are correct, that the unsold stock has been priced at either cost or market price — whichever is v!:e lower — and that sufficient allowance has been made for probabl." discounts on customers' accounts not yet due in addition to the usral reserve for uncollectible accounts, depreciation of fixtures, etc. In establishments doing an export or import business, ac- counts with foreign houses are usually kept in both foreign and 4o8 AUDITING United States currencies. As many of such accounts are settled in foreign currency, it is necessary to calculate at the current rate of exchange the equivalent in American money of the foreign balances, and to take up in the profit and loss account the differ- ences between these equivalents and the balances in the accounts kept in American money. Differences between balances in foreign banks and the equivalent in American money should be similarly adjusted. In stating the results from trading, the total sales, the cost of sales, and the gross profit should be shown separately, so that the auditor may judge if the percentage of the latter is up to the rate which may reasonably be expected to have been realized. The subject of gross profits on sales is treated in further detail under the caption of "Retail Merchants." RETAIL MERCHANTS The volume of detail in a retail business of any size, partic- ularly if credit is extended to customers, is so great that it is difficult to make a satisfactory audit for a moderate-sized fee. It is obvious that a complete audit of all the details is out of the question, but the tests of the correctness of the different sections of the accounts should be sufficiently varied and comprehensive to disclose any systematic manipulation of the accounts. If the business is a large one, some system of internal sales audit will probably be in use. The auditor should trace the daily totals into the general books and also test the make-up of the daily totals. It may also be possible for him to suggest addi- tional safeguards for the prevention of irregularities in the hand- ling of cash sales. If the work in connection with the customers' charge ac- counts is properly systematized, the auditor can verify the ac- counts receivable with some degree of assurance. The sales, returns, and allowances and cash totals should all be traced into the controlling accounts and the trial balances of the customers' ledger verified. A good verification of the outstanding balances is for the auditor to compare the monthly statements at the close of the period, either with the trial balance, or if that has not yet been prepared, then with the ledger itself, before the statements are sent out. RETAIL MERCHANTS 409 It is customary to allow employees of the store a special dis- count on their purchases and also to permit their accounts to run until pay day, when settlement is made. If these accounts are numerous, they should be segregated either in a separate ledger or in a section of one of the customers' ledgers. The auditor should see that none of these accounts has been per- mitted to run past pay day without settlement being made, and particularly that no balances are standing against persons who have left the employ of the store. In some businesses, particularly those handling small articles broken from original packages, it is not feasible to keep complete stock accounts and some other check on the accounting, for the wares handled must be used. This is found to some extent in a comparison of the rate of gross profit earned in one period as compared with prior periods. Decided variations should be sus- ceptible of definite explanation as being due to specific causes ; a decrease in the percentage of gross profit which cannot be satis- factorily explained raises at least a presumption that the pro- ceeds of sales are not being fully accounted for, or that payments are being made for goods which are not actually being received by the house. Percentages of gross profit are by almost all merchants cal- culated on the sales, and not on the cost of the goods sold. In some lines of retail trade, such as cigars, men's furnishing goods, etc., it is possible to apply a check on the accounting for sales which is also used in some department stores. The plan is to charge all goods purchased to a stock account at their sell- ing values; credits are made on the account for any changes in selling prices ; the inventories at beginning and end of the period are priced at both cost and selling value, and the latter values applied in stock account mentioned. The crediting of the actual sales of the period should balance the account. There will natu- rally be some differences, but if they are not very large, the sales can be considered to have been fully accounted for. Some method of determining the approximate stock on hand, even if calculated only on the basis of an estimated rate of gross profits on sales, is needed by all merchants for the purpose of determining the proper amount of insurance to be carried on the stock, as well as to prevent overbuying. 4IO AUDITING Whenever several different lines of goods are handled, both sales and purchases should, as far as possible, be kept separate for each line. The rates of gross profits on the different lines will probably vary, and the information as to the results of the busi- ness done in each class of goods will be valuable to the manager. In a business conducted entirely on a cash basis the number of customers' accounts is greatly reduced, but they are not in all cases entirely eliminated, as regular customers often leave de- posits to avoid the inconvenience of paying separately for each purchase. The auditor should see that deposit accounts are not overdrawn, and that if interest is credited, it is at the proper rate. A quite general practice is to issue a credit memorandum to customers returning goods, which memorandum may be either applied in payment of subsequent purchases or cashed on presen- tation to the cashier. It is desirable that these credit memoranda be controlled by an account on the general ledger. If this is done, it is possible for the auditor to satisfy himself by testing entries for credit memoranda issued and paid, and by reconciling the aggregate of the outstanding memoranda with the balance of the controlling account, that the credit memoranda have been properly handled. DEPARTMENT STORES A department store is really a group of retail stores in dif- ferent lines of business with one general management and with the accounting centralized in one department. Practically all department stores have a more or less efficient staff auditing department. This department pays particular at- tention to the continuous auditing of the sales. The volume- of detail in connection with the cash and charge sales is so great that the professional auditor is not expected to go back of the summaries prepared by the auditing department. He should, however, see that the various totals on the summaries are prop- erly carried into the general books. The auditor should also satisfy himself by careful investiga- tion that the system of internal audit is such as to insure an accounting for all sales. It is particularly important to see that the system of handling C. O. D.'s and "will calls" (similar to C. O. D.'s, excepting that the customer will pay for the goods on DEPARTMENT STORES 411 calling for them at the store, instead of having them delivered) is such as to reduce the possibility of fraud or error to a minimum. ControlUng accounts for these classes of transient items are of decided assistance in this respect. The volume of merchandise purchases in a department store is very large, and it is out of the question under ordinary circum- stances for the auditor to examine all or even a considerable part of the purchase invoices. Tests should be made, however, and especial care should be given to see that a proper plan of verify- ing and approving each invoice is in use and that it is actually carried out. It is important that the plan be such as will guard against the failure to deduct freight when the goods are bought on a deHvered basis, shortages in weight or count, and allow- ances for defects or inferior quality. Frequently goods are paid for before they are actually received in order to obtain the cash discount obtainable for early payment. The system of approv- ing invoices should insure such purchases being verified on re- ceipt of the purchased goods and insure that claims, if any be in order, are made. As discounts on purchases form no small part of the net income of department stores, it is desirable that this subject re- ceive attention during the course of the audit. Almost all de- partment stores are wide-awake to the importance of having all invoices approved as quickly after receipt thereof as possible, so that the discount day may not pass before the approved invoice reaches the treasurer's department for payment. Should the auditor, however, discover any deficiency or weakness in this respect, he may rest assured that his client will very much appre- ciate having his attention called to the matter. Salaries and wages form the largest single item in the ex- penses, and the verification of the expenditure therefor is of prime importance. The padding of pay rolls as far as sales clerks are concerned can usually be detected by comparing the pay roll with the auditing department's analysis of sales by sales clerks. Vice versa, this is also somewhat of a check on the statements of sales. The payments for expenses will be found to be very voluminous, and it would not be practicable to vouch them with any approach to completeness. A study of the comparisons shown by the departmental accounts for different periods will, 412 AUDITING however, indicate such of the expenses as should be specially investigated. Almost without exception, some form of departmental ac- counts, i. e., accounts showing the operations of each department separately, will be found to be in use in every store. Their ac- curacy and completeness vary : in some cases they are very com- plete and are controlled by accounts in the general ledger; in other stores they are on a single-entry basis, arbitrary charges for rent, interest on stock, and similar items are made of which no cognizance is taken in the general books, and no attempt is made to bring the aggregate of the results shown in the depart- mental accounts into agreement with the final results shown on the general books. It is certainly most desirable that the depart- mental accounts be controlled by the general ledger, and if the system of accounts be well laid out, it is entirely feasible. While daily statements of sales and weekly or monthly state- ments of profits (based on estimated inventories) are furnished to the management, most stores close their books and state the final results of their business operations twice a year, the closing dates being either the end of January and July or of June and December. The first half of the year is called the spring season and the latter half the fall season. In comparing the operations of a department for different periods, the comparison should always be made between the same season in different years and not between the two seasons in the one year. The volume and character of the business done in the spring season varies con- siderably from that of the fall season. In studying the operations of the various departments, one of the most important things to be considered is the rate of gross profit on sales. Any undue fluctuation therein from one year to another should be thoroughly investigated. Fluctuations in the ratio of selling expenses to sales should also receive careful at- tention. The volume of business done exerts, of course, a more noticeable influence on the percentage which the expenses are of the gross sales than should be the case with the gross profit. The basis of the apportionment among the various depart- ments of such expenses as delivery service, wrapping desks, in- surance, general administration, etc., ought to be investigated. A rough and ready way of distributing such general charges may AUTOMOBILE DEALERS 413 work serious injustice to some departments, undue advantage to others, and result in misleading showings generally. In verifying the assets and liabilities, no unusual questions of principle are encountered. The principal assets are accounts receivable and merchandise inventory. Customers' accounts re- ceivable should be analyzed as to date ; this will furnish a basis for the determination of a proper amount to be reserved for un- collectible accounts. Notes receivable held by a department store may ordinarily be viewed with some suspicion as to the financial strength of the makers. Goods sold at retail are usu- ally purchased by the customer for consumption and not for re- sale; consequently the account should be paid at maturity and the giving of a note therefor is a confession of the customer's having purchased in excess of his ability to pay. The important questions in connection with the inventory are the correctness of quantities, prices, arithmetical work, and salability of the stock. For the correctness of the quantities the auditor will be dependent largely on the certification of those who took the inventory and of the "buyer" (department man- ager). The investigation of large increases or decreases in the inventory as compared with prior dates will sometimes result in the detection of errors in quantities. Prices may be tested by reference to the purchase invoices. Goods which are still in orig- inal packages should be inventoried by reference to the purchase invoice therefor, and verification thereof is comparatively simple. Sufficient tests of the extensions and footings should be made to assure the correctness of this element. Goods should be so indi- cated on the inventory that those purchased prior to the current season can be readily identified and allowance made for eventual loss thereon owing to the necessity for price reductions to close them out. (See page 104, "Inventories.") Some department stores, in fact quite a number of them, also have a wholesale department. Whenever this is the case, the audit of the accounts pertaining to the wholesale department will follow the lines laid down under "Wholesale Merchants." AUTOMOBILE DEALERS It is important that the auditor thoroughly familiarize him- self with the terms of the dealer's contract with the manufactur- 414 AUDITING ers. Deposits with the latter are not accounts receivable, but payments on account of cars to be purchased during the contract period, and the amounts so deposited may be deducted pro rata from the price to be paid for each car or from the last shipments. The unapplied balance of such deposits should be confirmed by correspondence with the manufacturers. Interest on these de- posits is sometimes paid by the manufacturers, and where this is the case its collection should be verified. Deposits by customers with the dealer should appear in separate accounts, as they are not current accounts payable. If any interest is to be allowed on such deposits, the auditor should ascertain that proper entries for the accrued portion thereof have been made. Cars on hand should be physically examined and their numbers compared with the daily car record. The ownership of cars in the possession of others for alterations or other pur- poses should be confirmed by correspondence. The invoices for unsold new cars should be used to verify the prices at which they are taken into the inventory and the second-hand cars should be appraised, but in no case should the appraised values exceed the allowances made to the customers for the cars plus the cost of overhauling them. Usually the dealer incurs a loss on the sale of second-hand cars, and this fact must be considered in passing upon their value for balance-sheet purposes. Statements of accounts receivable balances, after being stamped with request to communicate directly with the auditors if not correct, should be sent to all customers. Liberal allowance should be made for the probable loss on any old or disputed accounts. All accounts with manufacturers should be checked against statements received from them. This is important, as allow- ances are often made to satisfy customers and charged to the manufacturers, but for which the latter will not pass credit to the dealer. The inventories should be carefully examined, all obsolete parts eliminated, and allowance made for probable loss by fall- ing off in demand for parts of cars manufactured prior to the audit year. In some cases manufacturers agree .to keep a certain quantity of parts on hand at the dealers' repair shops. The value BRANCH ACCOUNTS 415 of such consignments should either be deducted from the inven- tory or be shown in a separate ledger account. The correctness of the cost of work in progress in the dealer's repair shop should be tested by examination of the shop cards. All of the cars, both new and second-hand, on hand at the begin- ning of and purchased during the audit period should be ac- counted for as charged against some customer or as still on hand at the close of the period. Tests should be made of the deliveries from stock to ascer- tain that parts and supplies are paid for in cash, charged to customers either directly or on shop or road repair cards, or are properly used to repair demonstrating cars and second-hand cars taken in exchange. Charges for shop and road repair work should also be checked. Time reports of workmen in repair shop and the preparation of pay rolls should be investigated to ascertain that actual work only is paid for, and that it is charged on shop or road repair cards. Office, demonstrating, and general expenses should be vouched and compared with prior periods. Contracts with sales- men should be examined and commissions paid to them verified. A liberal reserve should be made for free repairs to sold cars, which are usually necessary during the year subsequent to car sales in order to retain the good will of customers, but the cost of which will probably not be collected from the manufacturers. BRANCH ACCOUNTS The close relation which. exists between a branch house and the parent concern presupposes the existence of complete records or reports at the head office; but it will be necessary for the auditor to ascertain definitely how complete the branch records are and by what system they are reflected in the general books. Some branches keep a full set of books and furnish regular returns as required by the home office. In such case the latter will have but a current account with the branch in the general books, which will be a controlling account, and will represent the branch's capital, composed of the assets at the branch less the liabilities. Usually such assets will be represented by cash, stock on hand, and accounts receivable, and in preparing the final or consolidated balance sheet, the branch balances must be divided 4i6 AUDITING into the various classes of assets of which they are made up. They should never be treated simply as an account receivable. Where a branch is not visited by the auditor, complete reports or returns should be furnished him, properly certified, and so far as may be necessary he should check them into the head ofifice books. All cash remittances included in the branch report, as well as all cash sent from the head office, should be vouched in the general books. A reconciliation of the account between the branch and the head office should be made, either at a particular date during the audit or as of some date within the period under review. The only items affecting such reconciliation will be the cash or invoices in transit, and these should subsequently be vouched to determine the absolute harmony between the two sets of books. Some concerns allot a permanent cash fund to each branch, and require that all receipts be deposited to the credit of the home office. In such cases it will be necessary to see that the moneys received at the branch appear on the bank statement or pass books as deposited. When an auditor accepts the certificate of officials or other persons for the verification of assets at branches, he should limit his responsibility by a statement to that effect in his report. He should, however, satisfy himself that all questions of principle, such as valuation of stocks, depreciation, reserve for bad debts, etc., have been properly considered. Some head offices now have on file duplicates of all records prepared by the branch houses. The latter are able to furnish these by the use of typewriters or other mechanical bookkeeping devices adapted for the purpose. By one operation customers' ledgers are posted, customers' monthly statements are written, and duplicate ledger sheets are prepared for the head office, while duplicate records of cash receipts and disbursements form a cash book with which it is possible to keep in close touch. The facil- ities thus afforded, whereby instant reference can be had to branch transactions, make possible a most satisfactory branch- house internal audit at the home office. Goods billed to retail branches by the head office are charged either at cost price, at cost price plus a percentage, or at selling price, inventories in each case being taken on a similar basis. For BRANCH ACCOUNTS 417 balance-sheet purposes the auditor should see that the values of the stocks in the last two cases have been reduced to cost or market price. Schedules of debtors at the branch should be submitted duly- certified and the auditor should make certain that all branch liabilities not already shown in the head office books have been taken into account. In making up a balance sheet of the concern as a whole, the auditor must not overlook the fact that accounts between branches and the home office included in controlling accounts with the ordinary receivables and payables are to be eliminated. In addition to the points mentioned above, the audit of foreign branches involves the question of exchange, and this re- quires that the conversion of the various items into domestic cur- rency should be checked and that the difference in exchange as- certained to have been properly handled. In the case of English or French currency, the rate of exchange is sufficiently stable to warrant the accounts being converted on a fixed basis, and the only difference will then be in connection with remittances. Where exchange fluctuates, the value of the fixed assets should be converted into domestic currency at the rate at which actually purchased, the current assets and liabilities at the rate prevailing at the close of the fiscal period, and remittances during the period at the actual rate at which made. If the conversion results in a loss, it should be charged off ; if a profit, it is proper and is some- times considered desirable to carry it forward as a reserve against possible losses in a succeeding period. CHAPTER XXV SPECIAL POINTS IN DIFFERENT CLASSES OF AUDITS (Continued) PUBLIC UTILITIES For a number of years there has been a growing tendency toward strict regulation of public service corporations. Wiscon- sin, the pioneer State in this movement, has for some years had a commission which has done very effective and progressive work in this respect, and New York's Public Service Commissions (there being two, one for the counties of New York, Kings, Queens, and Richmond, and the other for the other counties in the State), which were created in 1907, have also performed good service. Some other States have also created similar commis- sions or have conferred real power on formerly ineffective gov- ernmental bodies which were nominally charged with the duty of regulation, but which were without authority in law to enforce their mandates. The powers of the various commissions vary. In some States they have large powers, such as the right to grant or deny franchises, to regulate the issue of stocks, bonds, and other evi- dences of corporate indebtedness, to regulate rates, to issue man- datory orders with reference to operation, etc. One of the powers with which practically all these newer commissions are vested is that of prescribing uniform systems of accounts for the various classes of public service corporations coming under their jurisdiction. This is rightly regarded as an important element in the proper regulation of the conduct of public utilities. Classi- fications of accounts have been promulgated by the commissions of a number of States for electric railways, gas companies, and electric light, heat, and power companies. These classifications have frequently been prepared after consultation with represen- tatives of such bodies as the American Street and Interurban Railway Accountants' Association and with prominent public accountants and conferences between the commissioners of vari- ous States, so that the variations between the classifications pre- 418 PUBLIC UTILITIES 419 scribed by different States and by the Interstate Commerce Com- mission (which also exercises jurisdiction over certain classes of public service corporations other than steam railroads) are not material. The principal feature of these classifications which might call for criticism is a tendency toward too minute a sub- division of the operating expenses. To relieve small companies of the burden which would be imposed by requiring them to use in complete detail the prescribed classifications, the classifications have been condensed somewhat for moderate-sized companies, only the very large companies being required to use the classifi- cations in their entirety. The distinction is drawn by making each grade of classification obligatory on companies having gross annual revenues within certain limits. The earliest, and still most important, instance of govern- mental regulation of public utilities was the creation of the Inter- state Commerce Commission in 1887 to supervise steam railroads transacting an interstate business. The Commission early in its existence began to require the submission by the railroads of annual reports prepared on uniform lines. In 1906, a number of very important amendments were made to the Interstate Com- merce Act. The jurisdiction and powers of the Commission were greatly extended. In addition to steam railroads, all electric rail- ways, express companies, sleeping-car companies, carriers by water (as described in the act), pipe lines (excepting water and gas), and telephone companies whose business activities are not confined within the limits of one State, are subject to the Com- mission's authority. The Commission now has the power to fix maximum rates, a power most far-reaching in its effects, not only on the corporations subject to its authority, but also on the communities whose ability to maintain their commercial suprem- acy or equality of advantage is dependent on the fixing of fair rates as compared with those enjoyed by competitive points. Another notable broadening of its powers was the conferring of the right to prescribe a uniform system of accounts for each class of corporations subject to its authority, and the enforcement thereof by making deviation therefrom a penal offense. This was an important development of the limited power formerly en- joyed of calling for uniform reports. A most important feature of the new classification of ac- 420 AUDITING counts for steam railroads promulgated after the enactment of the amendments of 1906 is the requirement that periodically entries be made for depreciation of equipment. It may well be expected that in time depreciation charges will also be required to be made for all other parts of the physical property which are subject to depreciation or gradual exhaustion. This recognition by a governmental body of a fundamental account- ing principle is gratifying to accountants, who stood for years practically alone in their advocacy of the need for depreciation charges in the accounts of railroads and all other public utilities. State Legislatures can, and in some cases already have, en- acted laws delegating to commissions or municipalities the power to fix the rates to be charged by public service corporations oper- ating within the State. Under these circumstances the auditor has responsibilities additional to those which simply consider the stockholders. In a sense he stands between the company and the public. Should depreciation allowances and other necessary re- serves be omitted from the accounts, the apparent profits shown will be larger than is actually the case and may result in an agi- tation for a reduction in rates charged to consumers which the real facts in the case do not justify. In the ensuing litigation it will probably be very difficult to convince either judge or jury that depreciation charges, etc., which were not made at the proper time should now be allowed as an element in the cost of operation. On the other hand, if the reserves for depreciation and the like are excessive, the profits will be shown at less than their real figures and the public will be deceived. The importance of this subject was recognized at a national gathering of public accountants as long ago as 1904, when a paper on the subject was read and a special committee was ap- pointed to consider the matter. This committee later reported as follows : The committee appointed at the Congress of Accountants, held at St. Louis, U. S. A., in September, 1904, to review the paper by Robert H. Montgomery, C. P. A., upon "The Importance of Uniform Practice in Determining the Profits of Public Service Corporations Where Municipalities Have the Power to Regulate Rates," having taken the paper into considera- tion, have come to the following conclusions, and now beg to state the same as their opinion upon the questions raised: I. A distinction must be made between the profits of an undertaking PUBLIC UTILITIES 421 from the point of view of the general community and the profits available for dividends from the point of view of a corporation owning such under- taking. The former would be the net earnings from the operation of the undertaking, after providing for all waste or depreciation of capital assets arising directly out of such operation; while the latter would be arrived at only after providing also for any possible loss on capital assets arising from causes not directly incident to such operation and for interest on borrowed money. II. The net earnings of a public utility with which the general com- munity is concerned are determined by the excess of gross earnings over expenses, defining the latter terms as follows: Gross earnings consist of the charges for all services rendered during the period as distinguished from mere receipts, but would exclude incidental earnings not arising out of the operation of the utility, such as interest on investments. Expenses consist of: (i) The direct cost of operation and of main- tenance (ordinary repairs), expenses of management and provisions for bad debts, damage claims and rebates, as well as extraordinary expenses incurred during the period, such as legal charges, etc., but they should not include interest on borrowed money, discounts on bonds issued, or other charges in connection with the promotion or financing of the undertaking. (2) Depreciation : (a) On plant — physical — covering wear and tear, in- cluding direct requirements for renewals, etc., arising both from known and probable causes, such as electrolysis, etc. (b) On plant — indirect — due to obsolescence and the like, but not that due to a fall in value from general causes, (c) On other capital, assets which are diminishing in value as a direct result of the operation of the property, such as moneys properly expended in acquiring from the local authorities the franchise under which the utility is operated where such franchise is, as is usually the case, terminable after a certain number of years; or cost of mines, quarries, or other similar properties which are being used up continuously for the purpose of operating the utility. But there should not be included any provision for recouping promoters' profit or other watered capital, or for possible loss by reason of a general fall in values, etc., on the purchase at the end of the franchise of the whole undertaking by the public au- thorities, i. e., the State or municipality. III. In dealing with the private accounts of a corporation operating the utility, earnings will also embrace miscellaneous receipts, if any, not connected with the actual operations of the undertaking, and the following additional expenses should be allowed for before arriving at a balance available for distribution: (i) Depreciation: An additional amount to cover any excess of the book value of good will, franchise, and plant over that provided for under section 2, subsection (c) above, or over the sum it may be expected to realize on the expiry of the franchise. (2) Interest: On bonds or other funded or floating debt. IV. In determining the rates which should be charged to the public, 422 AUDITING regard must be had (a) to the profit ascertainable under section II, and (b) to further charges specified under section III, which would have to be borne by the corporation out of such profits. For instance, if eight per cent per annum on the capital invested is considered a reasonable rate for a corporation to earn, taking into consideration the risks in section III, then the rates should be fixed so as to allow of a profit of eight per cent calculated as laid down in section II, and out of this profit the corporation would have to provide for the risks and expenses stated in section III. A. Lowes Dickinson, Ernest Reckitt, Elijah W. Sells, John B. Niven, Harvey S. Chase, Robert H. Montgomery, Chairman. One of the most vital questions confronting the auditor of pubHc utiHty accounts is the separation of all expenditures into the two classes of capital and revenue, or — as they are more often termed in practice — construction and maintenance. Frequently expenditures are of such a nature that it is open to debate as to whether they belong in the one class or the other. A factor which contributes to make the distinction difficult is that most public service corporations, particularly railways and light and power plants, do not have any but very extensive addi- tions to plant made by outside contractors. The work is done, under the direction of their own engineers, by their own work- men. As these same forces also do the current maintenance work and use the same kinds of materials for construction as for maintenance purposes, it is practically impossible to determine merely from the nature of the labor and material expenditures whether they are capital or revenue charges. The only satisfactory solution of the problem is for the com- pany to keep such cost accounts of its construction work as will relate the expenditures to the thing done or accomplished. It is then possible for the auditor to satisfy himself by conference with the company's engineer, as well as by his experience with other engagements in the same field, whether or not the capital charges are proper. Unfortunately, many companies do not keep such construction cost records, though all should. Where they are lacking, one of the best things for the auditor to do is to have the engineering department submit a statement of the construction work done during the period under review and the legitimate cost of each part thereof. Such a statement will usu- ally be of material assistance in passing on expenditures which PUBLIC UTILITIES 423 have been charged to capital account. The best managed com- panies have a system of "Construction Authorizations" which are prepared by the engineering staff and approved by the board of directors or executive committee. These authorizations form the best basis for construction cost accounts. Charges for additional equipment are usually more easily traced, and there is not, as a rule, much difficulty in coming to a conclusion as to whether the charges should go to capital or revenue. Whide it is advisable that in cases of doubt the decision be in favor of the conservative policy of charging the items in doubt to maintenance, yet excessively conservative practice must also be avoided, as it increases the apparent cost of service rendered and consequently is unjust to the consumers. There is no question but that the cost of the original plant and all extensions and additions are proper capital charges. Re- construction expenditures frequently give occasion to much doubt as to their proper apportionment. If the reconstruction has resulted in increased capacity, some portion thereof is prop- erly chargeable to capital. The most equitable plan is to charge to capital the reconstruction cost and eliminate therefrom the cost of the construction work or equipment which has been replaced. The result is that the plant always stands on the books at the last cost, i. e., the cost of the plant as it stands at the present time. In cases involving the determination of rates which are equitable to the consumers and yet at the same time yield a fair return on the actual investment, it is certainly most satisfactory to have the investment in plant appearing at the cost of the present plant, and not at the cost of the plant as it was at some earlier date. In considering the question of a proper charge for deprecia- tion of plant, which is an element in the cost of service rendered (see Section II, subsection 2 (a) of the report supra), it would seem that it should be based on the cost of the plant in operation. This would necessarily include the last cost of any parts of the plant which might have been reconstructed or replaced since its original construction. While there is necessarily a different classification of ac- counts for each of the various classes of public utilities, the 424 AUDITING general principles underlying all of them are the same. A committee of the American Association of Public Accountants submitted to the 1907 convention of the Association the follow- ing: STANDARD SCHEDULE OF REVENUE AND EXPENSE (Income and Expenditure) For Municipal Industries and Public Service Corporations Hetenue from Operatinq Gross Earnings from PubUc Services S Gross Earnings from Private Consumers Gross EarmngB from By-Products, etc Total i Deduct Rebates, Refunds, Discounts, etc Total Revenue from Operating % Expense op Operatinq 1. Expense of Manufacture: Operation ) Maintenance Product Purchased (Gas, etc.) ' . . 2. Expense of Distribution: Operation . ... Maintenance 3. General Expense (Salaries, Office Supplies and Expenses) . . . Total (1, 2, and 3) 4. Taxes (Real Estate and Other) 5. Franchise Tax^ (paid or accrued annually or otherwise) .... 6. Rentals (Leaseholds, etc.) 7. Insurance (Fire, Accident, and Fiduciary) 8. Damages (including Extraordinary Legal and Other Expenses and Losses) . 9. Guaranty (Bad Debts Written Off and Reserve for Doubtful Accounts) 10. Depreciation (Deterioration Written 0£E and Reserve for Estimated Depreciation) . . Total Expense of Operatmg a. Net Revenue from Operating (or Deficiency) b. Other Revenue or Income, net (from Sources Other Than Operating) .... 0. Appropriations for Operating, Provided by the Municipality from General Funds Total Available Income . Disposition of Available Incoub 11. Interest on Funded and Floating Debts Remainder of Available Income . . . . 12. Reserved for Sinking Funds . ... S 13. Reserved for Amortization Funds 14. Reserved for Other Funds . Total Reserves 15. Dividends (Private Plants) 16. Appropriation to General City Funds (Public Plants) . Total disposition of Available Income . . . Credit (or Debit) balance transferable to "Surplus" Note.— The various items in this condensed statement (pardcularly expense items 1, 2, and 3) should be supported by detailed schedules. This is a condensed form suitable for any form of public utility — railway, gas, electric light and power, water works, or telephone — and would be accompanied by schedules giving the PUBLIC UTILITIES 425 details pertaining to the particular utility for which used. It would be especially useful in comparing the operations of differ- ent undertakings, as it brings out quite distinctly those items whose treatment is a matter of judgment, such as depreciation, or which for any other reason may be considered as "variables." The exhaustive report of the National Civic Federation on "Municipal and Private Operation of Public Utilities," issued in 1907, will be of both interest and value to the accountant who wishes to devote especial attention to the accounts of public serv- ice corporations. The tendency of legislation for the regulation of rates to be charged by public service corporations is to limit them to such rates as will not yield more than a moderate return on the capital actually invested. As the accounts of but very few companies have been kept in such a way as to exhibit clearly or conclusively the cost of the plant, not to mention proper allowances for depre- ciation, one of the first steps when fixing of rates, renewal of franchises, or similar negotiations are under consideration, is to have the property appraised. The following suggestions for the making of such an appraisal are quoted from Mr. Henry Floy's recent book on "The Valuation of Public Utility Properties." APPRAISALS OF PUBLIC UTILITIES Suggested Procedure: A valuation, to be complete in the fullest sense, must take into consideration not alone the original cost, present value, or cost of reproduction of the physical plant, but also the intangible and non-physical values, the limitations of franchise, as well as the market quotation of securities. To complete a valuation of such broad scope, the following method of procedure is suggested : (a) Obtain from the proper officials of the company data, drawings, and specifications covering original construction as well as later additions, also lists of material and supplies, and if available, a complete inventory of all existing physical property. Where inventories are incomplete, as is usually the case, they must be completed by field inspection, and in every case verified and checked. How thoroughly and with what detail inspection may be necessary depends on the thoroughness of the appraisal being made. For example, test holes may have to be sunk in order to verify information as to excavation, foundations, buried pipes, duct lines, or other subsurface structures. The size, quantity, and condition of all physical property must be determined. (6) Obtain available data as to costs and prices by examination of corporation vouchers, not only for the period in which the appraisal is 426 AUDITING being made, but covering also original cost. Classify the cost of different materials and labor, in accordance with that method which will enable a convenient and easy comparison for the appraisal work in hand. Particular attention should be given to expenditures during the early history of the company covering items that may properly be qualified as "Development Expenses," such as interest, taxes, and similar expenses during construction, checking the cost as ascertained from vouchers with the book cost. The two are not likely to agree, due to destruction of old records, accidentally or otherwise, and the fact that expenditures may have been made and no vouchers received therefor. (c) Examine the record books of the corporation, ascertaining there- from all information as to the issuance of stocks, botids, or other forms of indebtedness, the cash received therefrom, records of transactions of the officials in authorizing contracts, and the prices thereof. (rf) A personal inspection and examination must be made of a physical property by the individual in charge of the appraisal work, and a more or less detailed acquaintance had with the plant and the conditions under which it is operating, even though the working out of detailed information is left to one's subordinates. (e) Determine the unit prices to be used and the percentages to be allowed in connection therewith; the fixing of unit prices and percentages to be added depends upon the basis adopted for the prices themselves. (f) Using the completed inventory, the unit prices determined upon are to be applied and the work carefully checked to avoid errors. Two inventories and two sets of unit prices may be necessary if both the original cost and the cost of reproduction are being determined. To the totals obtained from applying the unit prices to the inventory should be added the percentages for engineering, contingencies, and administration or super- intendence during construction, etc., in order to obtain the cost of the physical plant. (g) If the depreciated or present value is desired, the amount of depreciation must be determined in accordance with the principles laid down in the chapter on "Depreciation" and this sum deducted from the cost, giving the present value of the physical plant. (h) Investigate the actual operating conditions, method of serving the public, rates charged, system of providing for depreciation, and main- tenance of the property. (j) Ascertain the limiting conditions in the Articles of Incorporation, charters, franchises, municipal contracts, or other governing obligations, determine whether local conditions are such as to promise fair treatment and a bright future for the corporation, or whether its business is likely to be interfered with, either through competition or popular opposition. (;■) Development expenses are determined from a consideration of the time necessarily consumed in building the plant under consideration, the rate of interest, taxes, and other such expenses, with proper allowance for re- muneration to the original promoters of the enterprise. STEAM RAILROADS 427 (k) Consideration should be had as to whether good will, franchise, or going value should be allowed for, and if so, the amount may be determined from a consideration of the matters set forth in another chapter. (/) The sum of the physical plant value plus the development expenses, plus the value of franchise, good will, going value, or contracts, if any, will result in a sum representing one fair value. The items to be determined in making a valuation to ascertain the total fair value of a utility property may be diagrammatically summarized as follows : Net coat of physical plant. Contractor's profit. Contingencies, etc. Expenses preUminaiy to beginning iilant construction. Overhead expenses during construction. Working capital. Superseded phint. Franchises. Goodwill. Going value. Contracts. Structural value. Development expenses. Intangible value Total value. STEAM RAILROADS Taken as a whole, railroad accounting has probably reached a higher degree of standardization of accounting than any other branch of industry or commerce. The uniform reports called for by the Interstate Commerce Commission for the past twenty- five years, and the authority which the Commission has exercised for the past five years of not only prescribing uniform reports, but the accounts to be kept, and forbidding any deviation from the prescribed classifications, have undoubtedly contributed to a considerable extent to this result. On the other hand, it is to be noted that some of the Commission's instructions have not been based on sound accounting principles. For instance, the classifi- cation of construction expenditures which was in efifect for many years permitted bond discount to be capitahzed and charged to construction. The latest classification, however, recognizes the force of the accountant's contention that discount is nothing else than interest paid in advance and consequently cannot properly be permanently capitalized, and the present classification forbids the capitalizing of discount on bonds. It is generally admitted that the classifications now in force are based on sound account- ing principles. 428 AUDITING In England one requirement of the Railways Act is that be- fore a dividend can be paid auditors must certify the semiannual accounts. In recent years the number of American railroads having their accounts audited by public accountants has consid- erably increased. In time, no doubt, stockholders will insist more firmly on an independent verification of the accounts sub- mitted by the management. As with all public service corporations, one of the most vital points in auditing railroad accounts is to establish the correct- ness, or otherwise, of the apportionment of expenditures as be- tween capital and income, or, as it is also termed, construction and maintenance. The true condition of a company's operations and finances has probably been more often concealed by either manipulation or lack of good judgment in making charges to capital accounts than in any other one way. In the case of many large railroads the auditor's problem of satisfying himself that the apportionment of expenditures as between construction and maintenance has been correctly made, while by no means entirely solved, is somewhat simplified by the fact that construction work is usually done under a department other than the one charged with ordinary maintenance work. The prime consideration in connection with the verification of income, and the one in which an audit of railroad accounts differs from an ordinary audit, is the audit of the traffic earnings. These fall into two general classes, viz., freight and passenger. The principal data from which the traffic earning accounts are built up are the periodical reports from station agents of freight received and forwarded, tickets sold, etc. Also of importance are reports from "foreign" (other) roads, train conductors' re- ports of cash fares collected, car records showing the movement of cars out on foreign lines or foreign cars on the company's own lines. From the last-nam'ed records are calculated the charge against or credits accruing to foreign roads for equipment "away from home." An important item of indirect income, i. e., a re- fund of expenses paid out, consists of the charges to other roads for repairs made to their cars while in temporary use by the com- pany whose accounts are being audited. Shop reports are the usual basis for these charges. In the case of large railroad systems it is manifestly impos- STEAM RAILROADS 429 sible for the professional auditor to examine in any reasonable length of time all the original reports and other data which form the basis of the traffic earning accounts. Also in view of the fact that almost every road has a highly organized auditing depart- ment whose duty it is to conduct a continuous internal audit, it is not necessary or even desirable that he should attempt to do so. The system in force should be carefully studied to make sure that by its use an effective check on the station agents, ticket offices, and others handling funds for the company's account is maintained. Sufficient tests should also be made by comparison of original reports with the summaries into which their various totals are carried, etc., to assure the auditor that the system is being faithfully carried out. Reports from station agents, in addition to forming the basis of the traffic earning accounts, are of service in certifying that asset appearing in the balance sheet as "Due from Agents." Every agent makes a report, at least monthly, of the account be- tween the company and himself, showing thereon inter alia the uncollected freight bills and the balance due the company for collections made, but not yet remitted. The balance due from each agent per the company's books should be verified by refer- ence to the agent's last report. Frequently the two will not be in exact agreement owing to remittances in transit, suspense items, etc. A reconcilement of the book balance with the report should, however, be in evidence. The importance of verifying the balances purporting to be due from agents cannot be better emphasized than by referring to a case which received wide attention in the newspapers a few years ago. The treasurer of a constituent company of one of the largest systems in the country confessed to having embezzled over $500,000. While a full explanation of the manner in which the funds were abstracted and the defalcation concealed for a period of years was never made public, it was stated in general terms that the treasurer had tampered with the agents' accounts. It would certainly seem that if the internal audit of the agents' accounts had been intelHgently and faithfully conducted, the theft could not have been concealed for any considerable length of time. Had the accounts been periodically audited by profes- sional accountants, the embezzlement would in all likelihood 430 AUDITING either never have begun or would have been detected before the amount had reached large proportions. With reference to depreciation charges, it may be stated that the Interstate Commerce Commission has made them compul- sory for equipment, but not for track or structures. It is still optional with the railroad management whether or not any de- preciation at all shall be charged for accruing renewals or obsolesence of track and structures. While the railroad audit includes many other points, some of them of extreme importance, they are not sufficiently different from those obtaining in other lines of business to call for special treatment at this time. Valuable papers on steam railroad accounts were presented by Professor Henry C. Adams (connected with the Interstate Commerce Commission) and Arthur W. Teele, C. P. A., to the Atlantic City convention of the American Association of Public Accountants. They are to be found in the Association's 1908 "Year Book." The following extract from' an article in a financial paper summarizes a number of the important points to be covered in auditing railroad accounts : No one doubts that the Baltimore and Ohio of to-day is a magnificent property. But that is all the more reason why it should seem very strange . that some of those who are still in the board should apparently have for- gotten the experience of sixteen years ago. Early in September of 1896, despite the profit and loss surplus of $23,737,000 then existing, Stephen Little was employed to go over the old Baltimore and Ohio's books. Before the end of that month the announcement that a receiver had been appointed for the company came like a bolt out of the blue. In his report Mr. Little gave the following causes for the Baltimore and Ohio's trouble: 1. The inflation or overstatement of net income. 2. The mischarge of worn-out equipment to profit and loss. 3. The capitalization of charges to income. 4. The capitalization of so-called improvements and betterments of leased lines. 5. The payment of unearned dividends. 6. The understatement of liabilities, etc. SHIPPING COMPANIES Previous to 191 1 there was no recognized uniform classifica- tion of accounts for shipping companies. The Interstate Com- SHIPPING COMPANIES 431 merce Comrnission now provides very comprehensive classifica- tions of accounts for carriers by water under its jurisdiction. Shipping-company accounts do not differ materially from those used in ordinary commercial undertakings. However, there are some points in connection with shipping accounts which are of interest. It is customary to arrange them so that the income and expenses of each trip can be stated separately. To each voyage, therefore, its fair share of shore expenses must be allocated besides a proportion of such expenses applying directly to specific vessels, but which cover periods longer than a single voyage. The ascertainment of such amounts often in- volves considerable detail. Some shipping companies do business entirely with vessels chartered from their owners. The many forms of these hire- agreements, or "charter-parties," as they are called, make it im- perative that the auditor should carefully examine such agree- ments as may still be in force at the time of the audit. The auditor should ascertain that all revenues from freight traffic and passenger service have been accounted for, also all moneys due from the government for mail service and from ex- press companies; that all maintenance expenses have been charged as such, and not included in the cost of vessels; that proper provision has been made for depreciation; that all liabil- ities have been provided for, also any unearned income; that re- turns of insurance premiums due on account of the "laying up" of any vessel have been obtained. The Interstate Commerce Commission regulations distinctly require that provisions for depreciation of vessels shall be made. In many cases in the past it was customary not to make provision for depreciation. This was especially so with owners of single ships. Another custom which has become quite general is that of a company's providing its own insurance fund instead of placing all its insurance with underwriting companies. In such cases the amounts which would be paid to the insurance companies are set aside and a fund created to take care of losses and damages. It is advisable that these amounts should be segregated from other funds and invested in securities which have a ready market. All repairs and replacements which were the result of perils of 432 AUDITING the sea and the vessels' proportion of general averages would be paid from this fund. It is quite obvious that only such companies as own a large number of vessels, and can consequently distribute the risk, are really warranted in carrying any part of their own insurance. Even in such cases it is universally recognized that at least a part of each risk should be placed with outside underwriters. Even when the risk is well distributed, it sometimes happens that the total loss of a large vessel in excess of the outside insur- ance carried will be greater than the amount accumulated in the company's own insurance fund. In such cases the question arises whether it is proper to carry the debit balance of the insur- ance fund into the balance sheet as an asset. It is sometimes argued that this is legitimate, especially if the amount is not so large as to preclude the possibility of its being eliminated by future credits within a reasonably short period of time. Such an argument is fallacious, however, as the overdraft on the insur- ance fund has absolutely no value at the date of the balance sheet and in no way benefits future operations, which would be the only justification for entering among the assets an item which has no present value. If it is desired to preserve the identity of the insurance fund, even though it has been exhausted, the proper procedure would be to show the debit balance thereof in the balance sheet as a distinct item, but deducting it "in short" from the surplus or profit and loss account with an appropriate explanation. ELECTRIC RAILWAYS One of the earliest attempts by an unofficial organization to secure the adoption of a uniform system of accounts for any in- dustry was made in 1898, when a committee of the Street Rail- way Accountants' Association of America (now known as the American Electric Railway Accountants' Association) prepared a standard classification of accounts for street railways. Many street railway companies adopted this classification, and it was also prescribed by the railroad commissioners of a number of States for use in preparing reports submitted by railways under their jurisdiction. Several years ago the Interstate Commerce Commission ELECTRIC RAILWAYS 433 issued a more elaborate classification. As this classification was devised in consultation with the Railway Accountants' Associa- tion, and has since also been made the basis of classifications promulgated by State commissions, it is largely taking the place of the earlier classification, which had done good service. It should be borne in mind that, excepting in those States in which commissions having authority to prescribe accounting systems for public utilities have adopted the Interstate Commerce Com- mission's classification, adoption of the latter's classification is obligatory only on such railways as do an interstate business. Even in those classifications which differ from that of the Interstate Commerce Commission, it will be found that the differ- ences are more frequently in details than in any essentials. The grouping of the detailed accounts is well nigh universal into the general classes of Maintenance: Way and Structures. Equipment. Conducting Transportation: Power. Operation of Cars. General and Miscellaneous. The auditor will naturally familiarize himself with the classification in use before beginning his audit. The revenue of an electric railway is largely on a cash basis, the principal exceptions being sales of tickets to city depart- ments or the Post Office Department or isolated cases of very large ticket users having recognized financial standing, adver- tising in cars, sales of scrap and other old material, and, in the case of railways carrying freight, accounts with large shippers having good credit. Traffic sheets are made up for each day showing the different runs and the amount of cash fares, tickets, and passes turned in by each conductor. The totals of these sheets should be traced into the cash book. The traffic sheets themselves should be tested by comparing therewith conductors' reports for days in different parts of the period under review. A further test, which is of a reciprocal nature, is to compare the names of conductors on the pay roll with the names on the traffic sheets to see that some amount is entered on the latter for each conductor appearing on the pay roll. While this comparis'on 434 AUDITING does not establish the correctness of the amounts entered on the traffic sheets, it would result in the detection of the total omis- sion of the receipts of any conductor. On the other hand, it would reveal any padding of the pay roll as far as conductors are concerned. Indirectly, it also places a check on the number of motormen on the pay roll, as these two classes of carmen should, of course, be in a proper proportion to each other. Traffic receipts should be in evidence for every day in the year. Receipts from ticket sales can frequently be verified in total by reference to the serial numbers of the first and last tickets sold during the period. Complications in the shape of tickets in the hands of conductors at beginning and end of the period will sometimes be encountered, but these will usually not interfere with verifying the ticket sales, at least approximately. The earnings from advertising in cars and waiting-rooms are to be verified. Usually this is not a difficult matter. More often than not, a contract for the entire advertising space is made with an agency for a fixed sum per annum. Under such circumstances the verification of the income from this source is exceedingly simple. Miscellaneous receipts from sales of scrap and similar sources will need to receive careful attention. As they are received at irregular times, failure to account for them could more easily escape attention than in the case of regular traffic receipts. All receipts of whatsoever nature should be deposited in bank. No railway with a well-devised accounting system permits pay- ments to be made from traffic or other receipts. The treatment of ticket sales in the accounts should receive attention. Theoretically the proceeds of tickets sold may prop- erly be included among the traffic earnings only when the tickets have been collected. Until that time they should appear to the credit of an unearned or deferred income account, which is to be included among the liabilities in stating the balance sheets. As the tickets are sold, the receipts therefrom are credited to the liability account referred to, and at regular intervals, say, monthly, transfers are made therefrom to the credit of earnings for the value of the tickets collected. In cases where the ticket sales form a very small proportion of the total traffic receipts, the outstanding tickets would be a ELECTRIC RAILWAYS 435 negligible quantity and no great harm will be done if tickets are treated as earnings when sold. With many companies, however, the outstanding tickets aggregate large amounts, and it is cer- tainly not correct accounting to include among the earnings cash received for service which has not yet been rendered to the com- pany's patrons. Attention is also called to the fact that inaccu- racies in the gross earnings, due to the inclusion therein of ticket sales before the tickets have been used, are greatest for some time after forms of tickets or methods of selling them have been changed or when special tickets are sold for a limited period. As is naturally to be expected, the most important single feature of the audit of the expenditures is the verification of the apportionment between capital and income. This is frequently a most difficult matter, owing to the fact that the nature of m,any of the expenditures is identical, whether they be for extensions or for maintenance, i. e., they will be for materials and labor, and the items on their face do not indicate conclusively in which cate- gory they properly fall. If a system of recording construction and equipment costs is in use, the auditor will be able to satisfy himself as to the pro- priety of the construction charges much more readily than when such records are lacking. Unfortunately many companies — probably a majority — do not have such records. The keeping of them does not, as a rule, entail an undue amount of work, and, where not already in use, the auditor should recommend their installation. The essentials are that a separate account, usually in a subsidiary ledger, be opened for each distinctive piece of con- struction work undertaken and for each addition made to the equipment. All construction charges should find their way into this ledger. In the general ledger the expenditures, storeroom charges, etc., would be debited to a controlling account called, say. Construction in Progress. As a specific piece of construc- tion work is completed, the total shown in the account therefor in the subsidiary ledger would be transferred by journal entry from the Construction in Progress account to the appropriate account or accounts in the classification of construction accounts in the general books. Under this plan the entries for charges to construction accounts show what they are really for and what additions to the company's roadway, structures, or equipment 436 AUDITING have really been made. The total of the expenditures made on uncompleted construction work appears on the general ledger in the Construction in Progress account, and the details may be referred to in the construction cost ledger. Where construction records have not been kept, the auditor will find it necessary to consult with the company's engineer and use such other means as are available to get definite information as to just what has been accomplished by the expenditures charged to capital accounts. Having supplemented in this way the data furnished by the books, he will then have to decide whether the company was warranted in charging the expend- itures against capital rather than against earnings. Depreciation of plant — or, if the word "depreciation" has an unpleasant sound, the term "accruing renewals and replace- ments" may be substituted — is a most important subject in con- nection with electric railways. Up to a few years ago railway operators, and especially promoters, would not admit that there was any necessity whatever for the inclusion of depreciation charges in the operating accounts. Their stock argument was that the franchises increased in value more rapidly than the phys- ical property deteriorated, and consequently there was no depre- ciation in the property as a whole. The fact that the increase in franchise values would not produce funds wherewith to make replacements when they were finally needed was ignored. Since the repeated puncturing of this fallacy by the bankruptcy of companies which proceeded on such an unsound basis, railway operators have reluctantly come to admit the necessity for tak- ing account of depreciation, until at the present time practically all engineers of high standing consider it as an item of operating expense. It is a satisfaction that the correctness of a principle for which at one time almost no one but accountants contended has at last been recognized. In cases where companies have not made any allowance for accruing depreciation, the auditor is not warranted in giving a certificate unless it contains a qualification plainly calling attention to the omission of depreciation allow- ances. So-called reconstruction expenditures, when no depreciation reserve has been provided against which they can be charged, sometimes present a perplexing problem. Frequently they are ELECTRIC RAILWAYS 437 the result of the omission over a period of years to make re- newals as they are needed, and thus, when extensive expenditures for the rehabilitation of the property are finally imperative, they really represent an accumulation of long-deferred maintenance charges. It is manifestly unfair to charge the entire amount of the expenditures against the operations of the particular year in which they happen to be made. On the other hand, if they are but accumulated maintenance charges, the mere size thereof does not justify capitalizing them. Then, too, the problem is usually complicated by the fact that the expenditures usually result in some increase in the carrying capacity of the road. The worn- out rolling stock is replaced with larger units, heavier rails are laid, and power-plant equipment of increased capacity is in- stalled. The proper treatment of reconstruction charges is to charge to capital such part thereof as represents an increased' value in the reconstructed part of the property over the original cost of the property replaced; such part of the expenditure as represents a fair or normal annual maintenance charge should be debited to operating; and such part as represents the making good of neglected maintenance applying to prior years should be treated as a special charge against profit and loss. When such reconstruction expenditures are made by a com- pany after the purchase of a dilapidated property, it is assumed that in fixing the purchase price allowance was made for the expenditures required to be made to place the property in good operating condition. Consequently, under such circumstances the entire amount of the reconstruction expenditures are consid- ered to be a proper capital charge. It is to be borne in mind that especially under such circumstances it is essential that deprecia- tion allowances be included in the accounts. Otherwise, with the abnormally low maintenance expenditures which will natu- rally follow during the first few years after extensive reconstruc- tion, the showing of net earnings will be misleading. It should be borne in mind that there is danger in capitaliz- ing charges for betterments which do not increase earnings nor decrease operating expenses. On the other hand, in view of rate regulation it is not safe to wipe off all such expenditures. The situation can perhaps best be met by capitalizing the charges and 438 AUDITING segregating a liberal proportion of the surplus to prevent the payment of unwarranted dividends. The liability for unsettled damages to persons and property always needs to be thoroughly investigated. In practically all cases some suits will be found to be under way or threatened, and in addition, consideration should be given to all accidents for which releases have not yet been obtained, even though suit has not been entered. Large companies have a special claim department, from which the desired information can be obtained, and for smaller companies a letter from the company's attorney should be obtained stating all unadjusted claims and the prob- able cost of settlement. Many companies create an accident reserve by crediting to such an account and charging to operating expenses a certain percentage of the gross earnings. Payments in settlement of claims are charged against the reserve. This plan is preferable to that of charging accident payments directly to operating ex- penses, as it equalizes the charge to successive fiscal periods and, if the charge is ample, creates a reserve for those claims which are unsettled at the end of each period. The plan must be intel- ligently used. Some companies use too low a percentage and carry the resulting debit balance in the reserve account along from one period to another as a deferred charge to operations. Obviously, payments for accidents occurring in one period are not of the slightest benefit to the operations of a future period, and if a debit balance develops in an accident reserve account, it should be forthwith written off. Such a condition is sometimes due to an unusually serious and costly accident, which is not likely to occur again soon, and it may not be necessary to raise the percentage of gross earnings credited to the accident reserve. As already stated, however, the overdraft in the reserve account should be immediately written off, as it is not an asset in any sense of the word. The extensive development of the interurban electric railway field during the past decade has resulted in conditions which in some respects are perhaps even more analogous to those of steam railroads than to those of the city electric railway. With con- siderable mileage, a large freight and express business, grad- uated rates of fare for passenger trafific, etc., an efficient auditing TRANSPORTATION COMPANIES 439 department as a part of the company's organization is a neces- sity. This department will naturally audit the details of the company's operations, and the professional auditor's duty with respect to this part of the work will ordinarily be limited to such tests and investigation as will satisfy him that the prescribed system is being followed and that the client's interests are safe- guarded in every way possible. TAXICAB COMPANIES In auditing a taxicab company, the procedure would be much the same as for an ordinary manufacturing company, excepting the verification of its chief source of income — the charges for service rendered. The taxicabs, as the name indicates, are equipped with taxi- meters. These show both the total mileage and the revenue miles, i. e., the mileage run during the time the cab is carrying passengers. Most companies keep what is called a master's sheet or some record showing the car number, the time out and in, and the reading of the meter, both as to revenue and total miles. When the cab leaves the garage, the reading is entered on the sheet, and on its return, the reading is again taken and entered along- side of the first or "out" reading. The difference in the revenue miles reading represents the revenue miles run and has to be accounted for by the driver of the cab, either in cash or by proper evidence of having carried a charge customer. With the larger companies most of the calls originate at some hotel or at a stand where there is a starter employed by the company. It is the starter's duty to determine whether or not the customer has an account, and if so, he signs a ticket which is given to the driver, so that the driver turns in either cash or tickets for all fares. By most companies any shortages are deducted from the drivers' wages. Each driver is provided with a daily card, which should show the same mileage as the master's sheet, but in addition gives the details of the call. The cash received from this source is entered in a cash-fares column in the cash book and the charges are posted from the tickets to the customers' ledgers, the total being posted through a journal to the general ledger. In some cases 440 AUDITING these charges are written up on sheets, or a journal, and posted to the ledgers therefrom. It would not be practicable for the auditor to check the ac- curacy of all of the entries, but a thorough test should be m^de for a certain period. The total cash fares and charges should be checked with the drivers' cards. The mileage shown by the driv- ers' cards should be checked with the master's sheets, and the "out" readings of the mileage should be compared with the "in" readings of the previous day. The latter is important, as it would be an easy matter, if collusion existed, for the starter at the garage to add several miles to the "out" readings or to deduct several miles from the "in" readings, which, if the driver used the same figures on his card, would give him less mileage to account for. Many companies keep mileage records. Where this is not done, it would be well, in connection with the checking of the master's sheets, to make a list of the mileage, both revenue and total, and compare the ratio of the one to the other for the period investigated. There are many expenses which should vary di- rectly as the mileage. Tires sometimes are rented on a mileage basis. Using the mile as the unit and stating the earnings and expenses per mile, especially when such results can be compared with the results of another period, enables the auditor to uncover many discrepancies. In the verification of the pay rolls, disbursements, purchases, sundry sales of gasoline and supplies, storage, etc., the procedure should be the same as in any other business. Depreciation is an important item, but it should be borne in mind that a good taxicab can be renewed in large part, and where tires and motors and other repairs are being charged against operations, a reserve of only fifteen to twenty per cent is suffi- cient to cover all depreciation in a going concern. As an illustration of the accounts to be found in a taxicab company, the following form of balance sheet and statement of earnings and expenses is presented : TRANSPORTATION COMPANIES 441 THE TAXICAB COMPANY STATEMENT OF EARNINGS AND EXPENSES For the Month of June, 1912, and for the Six Months ended June 30, 1912 Eabhinos Six Months Month of Ended June, 1912 June 30, 1912 Motor Car Earnings . , Mbcellaneoua Eanungs Dedtjctions: Refunds and Allowancea Net Earnings . Vehicle OpCTation Garage Operation Muntenance Rent and Insuruice Taximeters . . Hired Equipment Licenses . . ■ Commissions . Free Riding General Expenses. Resbbves: Motor Cars . . . Equipment . . . Repair Stock . . . Injuries and Damages Bad Debts . . ChaufEeurs' Clothing Total Expenses . Current Operating Profit: Motor Department . . Additions to Income: Interest on Deposits . . Discoimts Earned Total Income Deductions from Income: Interest on Bonds Interest on Notes . . Discount on Bonds . . Organization Expenses . Total Deductions Net Profit . . n g d-g gofc c3 5 33 ■"■ 9 H 2 9 •t.ill«" II 442 TRANSPORTATION COMPANIES DETAILS OF STATEMEHT OF EARNINGS AND EXPENSES For the month of June, 1912, and for the six months ended June 30, VxmcLS Ofxratioh: Salaries, Operating Office Chauffeurs Wages Starters' Wages . Gasoline . . . Lubricants . . Tires .... 443 igi2 Six Months Month of Ended June, 1912 June 30, 1912 Gaiugb Opebition: Salaries, Garage Office . Wages, Garage . light, Heat, and Power . Garage Supplies . . . Maihtenahce: • BodyRepaiiB, Labor .... Do Materials . . . ChasEos Repairs, Labor .... Do Materials . . . Damages Collected from Chauffeurs Stock Room Wages .... Motor Car Accessories .... Chauffeurs' Clothing .... Rep^rs to Equipment .... Rent and Insubange: Rent: Rent Proportion .... Repairs do .... Taxes do .... Insurance on Buildings . . Total Rent . . . Insurance other than on buildings 444 AUDITING DETAILS OF STATEMENT OF EARNINGS AND EXPENSES— Continued Six Months Month of Ended June. 1912 June 30, 1912 General Expenses: Salaries of Officers . Do General Office Telephone Office Expense Stationery Postage . . Adverting Freight and Expreaaage Miscellaneoua . . Results pek Unit Six Months Month of Ended June, 1912 June 30, 1912 Cabs Used Live Miles run .... Dead Miles run .... Total Miles run . Ferc^t^e of Live mileage . Miles run per cab for period Drivers* Wages per live mile Gasoline per gcosa mile . . Lubricants do do . . Tires do do . . Chassis Repairs do . . Garage Wages per cab used Gajage Supplies do Body Repairs do Net Revenue per live mile Total Expenses per live mile Do Reserve do do Total Cost per li\e mile . Current Profit per live mile LIGHT AND POWER COMPANIES 445 ELECTRIC LIGHT AND POWER COMPANIES Classifications of accounts for electric light and power com- panies have been prescribed by a number of States. The Inter- state Commerce Commission has also issued a classification for use by the electric companies in the District of Columbia, which are under its jurisdiction. This classification is quite similar to that issued by the New York Public Service Commissions. The accounting systems of public service corporations of different kinds have much in common. The elements of income from service rendered to the public, the cost of performing such service (made up in turn of the cost of maintaining the physical property and the direct cost of performing the service), and the almost continuous expansion of the plant to keep pace with the growth of the community, are alike met with in the case of street railways, electric light and power companies, gas corporations, water works and telephone companies. Consequently much of what is said under each of these classes of companies applies, sometimes with very slight modification, to all classes. The re- marks under the general heading of public service corporations are also to be considered in connection with any one class of such corporations. Conditions dififer somewhat, however, between the various classes. For instance, while the earnings of an urban street rail- way accrue largely in cash from day to day, the earnings of an electric light and power company are based on monthly charges to consumers who have anywhere from five days to a month in which to make payment, and comparatively little of the revenue is on a cash sale basis. The consumers' register is the initial record of the gross earn- ings from electric current sold. This record is usually so de- signed that it contains not only the original charge to the con- sumer, but collections and credits for abatements are also posted thereto, and it is in reality a ledger of consumers' accounts, and is in fact called the consumers' ledger in many offices. Two forms of consumers' register are widely used. One is a wide columnar book, usually with one or two short leaves, with a group of columns for each month, there being separate columns for balances, charges, cash, and credits under each month. One or more lines are allotted to each customer's name or to a loca- 446 AUDITING tion; the months progress horizontally across the page. The respective totals of balances, charges, cash, and credits (rebates, allowances, etc.) which appear in the controlling accounts receiv- able or consumers' account in the general ledger are ascertained (for charges) or proven (for cash collections, credits, and bal- ances) by footing the column set apart for each. The other form of ledger has but one consumer's account on a page. This also is a book of original entry as far as the charges are concerned. The totals of charges made, collections posted, etc., are ascertained by scheduling on the adding machine items of a given class from all the consumers' accounts. The advan- tages claimed for the latter form are that it eliminates the neces- sity for carrying forward, or to a recapitulation, the totals of hun- dreds of pages, that a new register does not need to be written up anew each year (as companies of even moderate size will have some thousands of names, this is no small task), and that it per- mits of a more convenient-sized book than the cumbersome columnar record. The individual account form, as the last-men- tioned of the two forms described may be termed, is like a sharp tool. In the hands of a competent workman, it is very useful, but in the hands of any other, its use may produce any but satis- factory results. The meter-reader's books or cards are the data from which the charges are made in the consumers' register. In the case of flat rates the contract is the basis of the memorandum of the charge to be made monthly, which is noted in the register. The best forms of registers provide columns for showing meter readings. In the wide columnar register, however, the readings are not entered for lack of space. While the auditor is not usu- ally expected to go back of the charges in the consumers' register, it is well for him to avoid getting into a rut by occasionally com- paring some of the entries in the meter-reader's books with the register, also seeing that there are no consumers recorded in the meter-reader's books for whom there are no accounts in the reg- ister. The monthly totals of charges for current, cash collected, etc., per the consumers' register, will, of course, need to be com- pared with the entries therefor in the general books. Sales of appliances, such as electrical irons, stoves, motors, high efficiency lamps, etc., have become a large item in the busi- LIGHT AND POWER COMPANIES 447 ness of many companies. The profit thereon is usually small. The method of recording such sales should be carefully ex- amined, as the misappropriation of the proceeds of such sales could be more easily concealed than the theft of ordinary collec- tions for the consumption of current. Sales of appliances are frequently made on the installment plan. The accounts receiv- able for uncollected balances will necessarily require thorough scrutiny. The net profit only from sales of appliances should be included among the gross earnings in stating the company's operations. The audit of the expenditures involves no features which are not common to practically all public utilities. The distinction between capital and revenue is of first importance. The remarks made on this subject under the head of electric railways are also very pertinent to electric light and power companies. An unusually low ratio of operating expenses to gross earn- ings should be the subject of investigation. In the absence of unusual operating advantages, it is frequently due to insufficient expenditures for maintenance, which will sooner or later result in a rundown property. In the case of machinery which has a tendency to become obsolete as quickly as electrical equipment does, depreciation allowances should be very liberal. GAS COMPANIES In many respects the audit of a gas company will be similar to that of an electric light and power company, which has al- ready been considered. Sales of gas are, however, almost invari- ably made on a metered basis, whereas flat rates for electricity furnished have been and are yet, although to a lesser extent than formerly, quite common. An item of importance is the sale of residuals, particularly in the case of companies manufacturing coal gas ; the residuals re- covered in the manufacture of water gas are less in both quan- tity and value. The quantities of residuals recovered in different fiscal periods should be compared with the quantities of materials "charged," i. e., placed in the retorts, and explanation of varia- tions in the ratio of one to the other should be sought. The system of recording and reporting sales of residuals should also 448 AUDITING be investigated, so as to be certain that failure to report deliv- eries to customers will not escape detection. Another important item of income which needs to be verified is the sale of appliances. With the largely increased use of gas for cooking and heating purposes which has come about in recent years, and the energetic endeavors of the gas companies to en- courage such use to the utmost, it has become customary for the company to sell stoves and other appliances on the installment plan, the payments covering a period of one to two years. The business handled in the appliance department is frequently very large, the company not only selling the appliances, but also in- stalling them. All this means that if no loss is to be sustained, careless methods must be avoided and suitable records be kept of the transactions in connection with the sales of appliances and fittings and the diligent prosecution of the collection of the accounts or installments as they fall due. It is preferable to take into the statement of operations only the net profit or loss on sales of appliances, rather than to include the sales among the gross earnings and the cost among the operating expenses. There are no unusual features involved in the verification of the expenditures. For the ordinary operation of the plant the wages do not usually fluctuate very much. The quantity of coal carbonized, i. e., used in making gas, should within certain limits bear a definite ratio to the quantity of gas produced. Depreciation of plant is an especially important considera- tion in the case of gas companies. Some parts of the plant, par- ticularly the retorts or benches, need to be renewed at compar- atively short intervals. Hence full provision should be made for such accruing renewals. At the 1902 Annual Meeting of the American Gas Light Association, a committee appointed for the purpose of devising a uniform system of accounts for gas works submitted a report on "Classification of Operating Expense Accounts ; Classification of Betterments on Property Accounts; Forms of Monthly Journal Entries and Rules for Closing." This furnished a work- ing basis for the classifications of accounts for gas companies which have since been issued by the Public Service Commissions of the State of New York and the Interstate Commerce Commis- sion. WATER WORKS COMPANIES 449 WATER COMPANIES The audit of water companies is very similar to that of gas and electric companies. In many companies a very large part of the charges to consumers is based on contracts for fixed annual rates. These rates are based on a certain charge for each kind of plumbing fixture. The use of water meters is, however, in- creasing, especially by private companies as distinguished from municipally owned water works. Charges to consumers based on meter readings are naturally treated in the same manner as in the case of gas and electric companies. Flat rate charges to consumers are most often made quar- terly, though in some few cases they are made monthly, and in still other instances semiannually, and — particularly in the case of municipalities — annually. In contradistinction from metered charges, flat rates are ordinarily payable in advance, and it is important to see that in closing the accounts such part of the flat charges as have not yet been earned are treated as a liability, being carried forward as deferred or unearned income. The consumers' ledger accounts are usually arranged by location, and as most cities and towns are supplied by a single system, the accounts of buildings for which no water rent is charged should be examined to see that the water was off during the entire period. The dates on which the water is turned on or off are usually noted directly on the consumers' ledger. In addition to vacancies, attention should be given to arrear- ages and uncollectible accounts. The bad debts should be very small in the case of a well-managed water company. Unpaid water rents due a municipaHty are, in some States, a Hen on the real estate where the water was used. Municipal ownership of water works is far more general than is the case with any other class of public utilities. Probably less attention has been given to the systematic regulation of water companies by the States than of other public service corpora- tions. This may possibly be due to the fact that so many water works are municipally owned and operated. On the other hand, it is to be noted that there has been much litigation in attempts to regulate the rates charged by water companies. Much of this litigation has been the result of hasty and ill-considered efforts, superinduced by the heat of political campaigns. 450 AUDITING None of the State public service commissions have pre- scribed uniform classifications of accounts for water companies. The New England Water Works Association has for years, however, had a form for uniform reports which has been used by a considerable number of publicly and privately owned water works. In recent years the American Water Works Association has given considerable study to the subject of uniform accounts for water works, and in 1907 the United States Bureau of the Census began a study of the subject. As the result of a confer- ence held at Washington in 191 1, at which representatives of the Census Bureau, American Association of Public Accountants, American Water Works Association, New England Water Works Association, and others were present, a suggested scheme of accounts, together with comprehensive instructions for its use, was published by the Census Bureau. The pamphlet, bearing the title "Uniform Accounts for Systems of Water Supply," may be had on application to the Bureau of the Census, Washington, D. C. The scheme of accounts has been so arranged as to make it sufficiently feasible to permit of its, adaptation to the account- ing needs of both the largest and the smallest water works. TELEPHONE COMPANIES A telephone company's main product is service. To a large extent the expense of operation varies but little with fluctuations in the volume of business done. The largest single item of expense is that of salaries and wages. In the largest company this amounts to about fifty per cent of the total income. Next is supplies, rent, etc., i. e., ordi- nary operating expense outside of labor. The disposition of the gross revenue of the Bell System for the year of 191 1, as reported by the company, was as follows: Salaries and Wages 50% Materials, Rents, Traveling, etc 20% Taxes 5% Interest and Dividends 19% Surplus 6% 100% In many States some form of jurisdiction over telephone TELEPHONE COMPANIES 451 companies has been given the local Public Service Commission. On January i, 1912, there were twenty-eight States whose Com- missions had been given power to regulate rates and service. This fact plays an important part in the modus operandi of the auditor. The assets of a telephone company consist of its telephone plant, its contracts and licenses, supplies and tools, accounts receivable, cash and investments. Its liabilities consist of its out- standing bonded indebtedness, accounts and notes payable, and the contingent liability based upon the numerous contracts with subscribers and others. The income is derived mainly from local telephone traffic, long-distance tolls, and revenue from investments. There is often other income in the shape of rental derived from property owned or leased, the sale of scrap supplies, the charges for private lines and special temporary installations, and income derived from advertisements in the directories. The telephone plant is subdivided into numerous accounts, including Buildings, Central Office Equipment, Wire Plant, Con- struction and Equipment, Substation Equipment, General Office Equipment, Stores Department Equipment, Utility Equipment, etc. The toll (long distance) and exchange (local) business must' be kept separate, and all expenses and income properly apportioned. Taxes constitute an important item of expense, and should be watched closely. The auditor should see that some adequate means of verifying tax bills, and providing for taxes payable, but unpaid, is in force. The directories furnish opportunities for considerable pecula- tions if not watched closely. The auditor conducting a thorough audit of a telephone company cannot consistently certify to the accuracy of the income without examining into the management of the directory. The proper provision for depreciation, for the creation of a sinking fund and an amortization reserve, when necessary, are questions that must be settled in each case according to the rules laid down by the local commission, if one exists, otherwise ap- proved accounting principles should be observed. 452 AUDITING The commercial department has charge of public pay sta- tions, and to that account are chargeable the salaries and commis- sions paid at public pay stations, the cost of labor and other ex- penses incurred in collecting from such stations, the cost of advertising, and other expenses relating to this branch of the service. The credit to the account consists of the toll received from public pay stations. The subscribers' ledger records the revenue of the company, and should be kept with great care. It is in the form of a journal ledger, i. e., the original charges are made in this book and the totals thus shown are transferred to the general books. The book is ruled so that it will last for one year without rewriting the names. Short leaves may be used tp reduce the size of the book. The columns are headed as follows : Telephone Number. Name. Location. Date Installed. Kind of Service. Rate per Month. Date Transferred or Discontinued. Each month's headings follow : Balance. Rental. Toll and Messenger. Total Debit. Date Paid. Amount Paid. Rental. Toll and Messenger. Rebate. The toll and messenger charges should be divided at the end of the month, as well as the rebate for poor service and the bad debts written off. Two colors of ink are usually employed to mark the distinction in the items. Depreciation: The Railroad Commission of Wisconsin has issued a textbook on a system of accounting for telephone com- panies which should be consulted by those interested in tele- phone accounting. Depreciation is covered by the following instructions : TELEPHONE COMPANIES 453 Depreciation Reserve: This account shows the balance set aside for depreciation available for the replacing and rebuilding of the plant. There is a certain wear and tear taking place in a plant which cannot be made good by- ordinary current repair, and it is against this that the reserve for deprecia- tion is made. The reserve should be made at such a rate as will entirely wipe out the asset over the period of its probable life. It has been held that in a moderately large exchange an allowance of seven per cent per annum is sufficient to take care of all depreciations, but in a small exchange an allowance of from eight to ten per cent should be made. If deprecia- tion is not taken care of by means of a reserve fund, then the cost of re- newing or reconstructing must be charged to operating expense as that work is done, which has the effect of not providing proper comparisons of one year with another. The years in which little reconstruction work is done show profits in excess of the actual profit, since no provision has been made for the depreciation or deterioration of the plant which actually took place during these years, and, on the other hand, the years in which a great amount of reconstruction work is required to be done show profits greatly short of the actual profits, since the depreciation and deteriora- tion of the plant which took place in earning the profits shown in previ- ous years has been burdened on to them. It is thus to show the accurate result of the operations that this account is established, and its operation is as follows : At the close of each month this account is credited and Account No. 76 debited with one-twelfth of the yearly amount of depreciation, which is based upon a fixed percentage of the amount invested in the plant. This account now being set up so that it will exactly represent the amount of the investment in the plant when the plant has been worn out, it is proper to charge against it the net cost of such renewals, replace- ments, and extraordinary repairs as will increase the life of the plant. The net cost of any such item is arrived at as follows : The original cost of labor and material in the part replaced. The cost of removing same. Less the scrap value of the parts removed, this amount being charged to Depreciation Reserve Account No. 42 and credited to the relative accounts as explained under Account No. 6. The cost of the new work is charged directly to the appropriate plant account. Such ordinary current repairs as do not necessarily increase the life of the plant should be charged to Maintenance. The depreciation account is not designed to take care of such con- tingencies as extraordinary destruction by storms, and the cost of repairing such damages is chargeable as follows: All charges in connection with repairing the damage may be charged to Account No. 31 and the scrap value of all salvage will be credited to this account. . When completed, an inventory of the actual value of the new Ime should be made, together with the original value of the line rebuilt. Then Account No. 31 should be debited with the amount by which the 454 AUDITING original value exceeds the rebuilt value and Plant Account credited, or if the rebuilt value is greater than the original value, then Plant Account should be debited and Account No. 31 credited with the amount of the increase. An examination should then be made of the Depreciation Reserve Account and such sum as may have been set aside as depreciation on the line rebuilt, after deducting any amounts which may have been charged to Depreciation Reserve Account for renewals on the rebuilt line, should be charged to Depreciation Reserve Account and credited to Account No. 31. When this has been done. Account No. 31 will show the exact loss from the storm and this amount can then be charged off to Account No. 77, either in one sum or in equal monthly installments, covering such period as may be decided upon. CHAPTER XXVI SPECIAL POINTS IN DIFFERENT CLASSES OF AUDITS (Continued) MUNICIPAL Before outlining the procedure which an auditor should follow in auditing the accounts of a municipality, it will be well to outline briefly the methods by which cities are financed and to say a word about municipal organization. Preparation of Budget : A time-honored custom of municipal- ities and other governmental bodies is that no money can be spent for any purpose whatsoever unless the expenditure has been first authorized. This means that revenues or other funds must be appropriated for specific purposes by the proper author- ities.. The method of authorizing expenditures and appropriat- ing funds is usually provided for in the city's charter or by State laws. The usual procedure in appropriating revenues is some- what as follows: Some time before the beginning of the fiscal year the mayor or chief financial officer requests the head of each department, bureau, or office to prepare a detailed estimate of the amounts of money that he will require to meet the expend- iture of his department for the ensuing year. These estimates are usually collated by the chief financial officer. In some cities they are examined by comparison with departmental records, as they should be, but in most cases they are not. The financial officer also prepares an estimate of the. revenues from sources other than general taxes that will probably be received during the ensuing year, basing the estimate on the experience of pre- vious years. These estimates of expenditures and revenues which constitute what is coming to be called the "tentative budget" are then submitted to the council, board of commission- ers, or other authorizing body for action. Fixing the Tax Rate : After the amount which is to be author- ized for expenditure has been determined upon, the amount of estimated revenues is deducted therefrom in order to ascertain what amount must be raised by general taxation. This amount, 455 4s6 AUDITING divided by the total assessed valuation of property, gives the tax rate. Authorization of Expenditures : These facts having been de- termined, they are embodied in an ordinance, usually called the budget ordinance or appropriation bill, which is voted by the appropriating body. The charters of most cities provide that the ordinance shall be approved by the mayor. The funds thus appropriated usually provide only for meet- ing the current operating and maintenance expenses of .the city. Funds for permanent improvements and other property which has a continuing value are generally raised by selling bonds which in most cases run for a long term of years. These bond issues must be authorized by the appropriating body, and some- times action by the State Legislature is necessary. Funds so raised must also be appropriated for specific purposes. All amounts appropriated are represented by accounts in the books of account and all amounts payable therefrom are charged to them. The auditor should have a copy of the city charter at hand, and before proceeding with the audit should acquaint him- self with the provisions relating to finances and accounts. Business Departments of a City: All cities except the very small ones have a finance department and a treasury department, which together handle the general financial business of the city as a whole. The most important of these is the finance department. This is, or should be, the central office of financial and account- ing control. The official in charge is sometimes called comp- troller, sometimes auditor. In commission cities he is called the commissioner of finance, and in the very small cities the func- tions of the office are performed by the city clerk. He keeps all the general accounts of the city, audits all claims against the city for payment, and performs such other duties pertaining to the finances of the city as may be specified in the city charter. He is usually an elected officer. The treasurer is sometimes elected, but more frequently he is appointed by the mayor or the council. He is custodian of the city funds, receives all revenues, and pays all claims against the city on the order or warrant of the chief financial officer. His accounts should be under the accounting control of the finance officer, although in some instances this control exists in name MUNICIPAL 457 only. In very small municipalities the treasurer frequently keeps all of the books. The various operating departments are managed by officers, usually called either commissioners or directors, appointed in most cities by the mayor. Those common to nearly all cities are the health, public safety, public works, and public charities departments. There are frequently departments for other func- tions according to circumstances." The bulk of expenditures is incurred by these departments. Usually each has its own pur- chasing agent, although a few cities have central purchasing departments. Most cities endeavor to make their purchases chiefly by letting contracts, though in practice it is found neces- sary to make many purchases in the open market. Invoices and pay rolls are usually prepared for payment on vouchers which are certified by department heads and their sub- ordinates and submitted to the financial officer for audit and pay- ment. Sources of Revenue: The chief sources of revenue of cities are the general taxes levied annually on the taxable real and per- sonal property within the city. There are many other sources of revenue, among which may be mentioned the following : Water rates. Excise taxes and liquor licenses. Franchises. Licenses. Permits. Privileges. Rents. Market fees. Market rents. Tolls. Fees. Court fines and penalties. Court costs and fees. Sale of old material. Interest. Control of Receipts and Expenditures: The general theory of control over city revenue is that for all moneys paid into the city treasury there shall be an independent report made by the 458 AUDITING collecting office to the financial officer from which he can build up a record of cash receipts for the purpose of establishing a con- trolling account against the treasurer. The means of control over cash payments made by the treasurer originate with the financial officer, since it is only upon the order or warrant of the latter that the treasurer can pay out money. The treasurer's cash account can be reconciled with the comptroller's cash ac- count by taking account of the warrants not yet paid by the treasurer's cheques. In many cases, however, the treasurer draws cheques on the same day on which the warrants are drawn, so that his cash account is, or should be, always in agree- ment with the financial officer's account. Few cities have adopted methods by which control may be established over the amount of revenues that should accrue. This can be done absolutely only by the use of controlled finan- cial stationery^ issued to collecting offices by the chief financial officer. This stationery should be so manufactured as to be diffi- cult to imitate, and should be numbered and charged to the col- lecting agents, who must account for it either in money or un- used forms. A system should provide for daily and monthly reports of collection, the daily reports to the financial officer to be accom- panied by skeleton carbon copies prepared at the time the orig- inal document is issued. At the same time daily reports of col- lections are made to the treasurer, who, after making the neces- sary entries in his books, acknowledges the receipt of the cash on the reports and transmits them to the finance officer. The latter audits the treasurer's reports by mean^ of the collecting agents' reports and the carbon copies above referred to, thus establishing a current control over the accuracy and complete- ness of revenue returns. The accounting methods of most municipalities are crude and archaic, few of them having kept pace with the modern improve- ments in accounting practice. Their bookkeeping consists mainly of accounts showing the condition of appropriation ac- counts and the inflow and outgo of cash. Accounts on the basis 'This is similar in form to the money orders used by the Post Office Department. The cutting of the dollars and cents on the margin controls the amount to be accounted for by the receiving clerk. The unused portion of each piece of stationery is preserved as a voucher. MUNICIPAL 459 of revenue accrued and expenses incurred are the exception, and accounts showing assets such as taxes and other revenue receiv- able, stores, equipment, and other permanent properties, are either not understood or considered wholly superfluous by all but a few cities. Periodical Examinations: The following extract from "Short Talks on Municipal Accounting and Reporting," issued by the Metz Fund, August 15, 1912, is of interest: As a means of insuring continuous conformity to the authorized proce- dure, it is a good plan to have the accounts audited and the procedure in- spected periodically, once or twice a year, by a competent representative of the comptroller's office, or, if necessary, by an outside accountant. In ad- dition to establishing the integrity of the accounts (if they are correct), such an inspection will determine not only whether the procedure is being scru- pulously followed, but will afford the examining accountant an opportunity to suggest modifications or improvements which may be needed as conditions change with the lapse of time. In this relation it may be of interest to quote from a letter received by the Metz Fund from the comptroller of a large New England city. He writes: "We are having an audit conducted in this city of the comptroller's records and of other department records in so far as they relate to the comp- troller's records. Some criticism has arisen as to the need of such a step, some maintaining that it is an audit of the auditor and that there should be no need for such a proceeding. While I do not expect you to decide a con- troversy, yet I consider that a talk on such a subject would be of interest to citizens and officials throughout the country." It is true that many persons not concerned with the active management of business do not see the necessity of an independent audit made by an outsider. But the experience of thousands of enterprises has so conclusively demonstrated the wisdom of such a procedure that the subject is no longer debatable. A large proportion of well-conducted private concerns, even though their regular office staff includes an auditor or a comptroller, have periodical examinations of their accounts made by professional auditors, and the proportion is constantly increasing. They have learned that the moral effect of an audit on the office staff is salutary ; that many a man who, if left to his own devices, might misappropriate funds and falsify the accounts to conceal the misappropriation, would absolutely be deterred from so doing if he knew that an audit of the accounts would be made which would mean exposure. Even the employee who does not have the handling of funds will do his work better if he knows that he may be criticised by an outsider. The inside auditor, from too close contact, loses his ability as well as his disposition to criticise, hence the outside auditor is needed to supply this deficiency. The professional accountant, moreover, by reason of his contact with the affairs and problems of many widely different concerns, is in a posi- tion to make valuable suggestions as to the accounting methods, organization. 46o AUDITING and business policies of his client, and such service has frequently bridged the gap between failure and success. The need for independent audits is even greater in public business, where tenures of office are frequently of short duration and where there are not the same influences at work which make for strict accountability in private business. There is no reason why system- atic audits of municipal accounts should not be made by a properly equipped State department. Audit of Revenue : The auditor should carefully examine the method of control over revenues, and if it is adequate in principle, he should make tests to satisfy himself that all the revenue to which the city is entitled has been accounted for. If the method of internal check does not sufficiently safeguard the city's inter- ests, his judgment must be guided by circumstances. He must adopt such a procedure as will be necessary to satisfy himself that the cash turned in is the amount collected, and that the amount collected is the amount to which the city is entitled. Taxes: As general taxes constitute the major portion of the revenues, he should pay particular attention to the method of accounting for them. He should ascertain whether the uncol- lected taxes recorded on the tax rolls agree with the summary or controlling account in the general ledger. He should see that abatements made are authorized and should make tests to ascer- tain that the proper amount of interest and penalties has been collected on past-due taxes. He should notice whether altera- tions have been made in tax assessments in the tax roll and should make sure that all alterations are authorized. The laws of most States provide that when taxes are in arrears a certain length of time, the tax liens (in some cases the property itself) shall be sold by the city to indemnify it for the taxes unpaid. The auditor should make a note of all taxes in arrears in respect of which the city has not availed itself of its prerogative thus to indemnify itself. Assessments: Assessments due the city for improvements, such as sewers, grading and paving streets, etc., benefiting par- ticular properties, should also receive attention. In most cases the city undertakes these improvements, financing them by bor- rowing on public improvement or assessment bonds and then assessing the property benefited to recover the amount spent. Frequently the city bears a percentage of the cost. The auditor should look into the condition of assessments levied to see that MUNICIPAL 461 they are accounted for in cash or accounts due, and whether the conditions attaching to the assessments are being compUed with, such as the payment of principal within a stated period, interest, penalties, etc. Rents and Franchises: The auditor should see that rents for all properties of which the city is lessor are accounted for and that the income from all franchises granted by the city has been accounted for. Audit of Outstanding Accounts : The general theory of veri- fying accounts receivable by sending confirmatory statements to debtors may properly be appHed in the audit of municipal ac- counts. Such a plan would be particularly useful in verifying unpaid taxes, and in many cases would probably be fruitful of results, although there will probably be somewhat more difficulty in reaching persons so indebted than ordinary trade debtors. Audit of Expenditures: The method of internal audit of claims against the city should be carefully inspected. All vouchers should be approved by the heads of departments in which they originate and should be certified by the subordinates who have knowledge of the facts as to delivery of goods or per- formance of services, quality, prices, correctness of calculations, etc. If vouchers are by law required to be approved by the council or a council committee, the auditor should see that this rule has been complied with. Payments of an unusual character, such as judgments, damage claims, etc., should be carefully scrutinized. Particular attention should be paid to pay-roll vouchers to see that they are not "padded." Usually the salaries and number of incumbents of all positions other than those of laborers are fixed by the council. Tests may be made by refer- ence to the council's resolutions relating to these matters. Pay- ments of bonds and bond interest should be carefully scrutinized and audited by reference to canceled coupons and bonds, or, in the case of interest on registered bonds, to the record of bonds outstanding. Tests of prices paid for supplies, particularly those used in large quantities, such as coal, forage, etc., will often reveal improper methods of administration. For example, it will some- times be found that one department buys coal at one price and that another department pays the same contractor consider- 462 AUDITING ably more for the same kind of coal at the same season of the year. The charters or ordinances of most cities fix the max- imum amount which may be purchased on open order, requiring that purchases exceeding this limit be made by public letting of contracts. This rule is frequently violated by "splitting" orders among favored dealers, keeping each order within the lawful limit, the result of which is that the city pays very much higher prices than it would have to pay if it obtained competitive bids. Since expenditures can be made only from appropriated funds, the auditor should see that claims have been charged to the proper appropriation accounts. He should report all appro- priations which have been overdrawn. Sinking Funds: The adequacy of sinking fund provisions should have careful consideration. It is astonishing how many cities fail to lay aside regularly money which will accumulate and be sufficient and available to pay off bond obligations at maturity. In order that the burdens growing out of the acquire- ment of properties of a more or less permanent character may be to some extent distributed over a period of years, cities finance these acquisitions by issuing long-term bonds, the plan being to raise by taxation and set aside each year in a sinking fund an amount which, with interest accretions, will be sufficient to retire the bonds at maturity. Rarely are these yearly sinking fund installments computed correctly; indeed, in some instances they are not raised at all. In some States the amounts which cities are required to pay into sinking funds yearly are fixed by law, a certain percentage of the total issue of bonds being specified, while the charters of some cities provide that revenues from certain sources shall be turned into the sinking fund. Sometimes this causes the sink- ing funds to be in excess of requirements, which means that tax- payers are bearing a heavier burden than is necessary. Sink- ing fund requirements should be computed on the basis of actuarial tables, and a reserve should be built up by additions each year, which will at all times show what should be in the sinking funds to date. The auditor should ascertain whether the amounts in the sinking funds in cash and securities equal the actuarial reserve. If there is a deficit he should call particular attention to the fact. MUNICIPAL 463 Financial Statements: The financial condition of a municipal- ity is more easily understood if its transactions are summarized according to the several groups into which they naturally fall and financial statements prepared accordingly. The accounts growing out of the raising of current revenues and the incurring of liabilities to meet current operating and maintenance expenses constitute the general account, or the gen- eral fund, as it is frequently called. At the end of the fiscal period these transactions are reflected in a balance sheet of the general account and a statement of revenues and expenses. The assets and liabilities of the general account may thus be related to a statement of revenues and expenses as in any private busi- ness. The principal items of assets are cash, taxes, and miscel- laneous revenues receivable, stores, work in progress, and pre- paid expenses. The principal liabilities are invoices and pay rolls payable, vouchers and warrants payable, and temporary loans made in anticipation of the collection of taxes and other revenues. The second natural division or group has to do with the per- manent properties and equipment of a city, construction and im- provements in progress, including assessments levied against property owners who are benefited by improvements. The lia- bilities relating to this group are invoices and pay rolls payable, assessment or special improvement bonds, and funded debt. These constitute the capital account balance sheet. The third natural division has to do with the funds and prop- erties held in trust by the city, such as intestate estates, bequests, security deposits, pension funds, etc. The condition of these trusts is shown in a trust fund balance sheet. The fourth group comprises the appropriation fund accounts, which are set forth in a fund balance sheet. These show the con- dition of appropriated funds and the contingent liabilities of the city on contracts and open orders, the latter being charges or en- cumbrances against appropriated funds which have not yet be- come actual liabilities. Opposed to these items are shown the resources, present and prospective, which are looked to for the liquidation of the liabilities. These several detail balance sheets are brought together in a summary consolidated balance sheet in order to give in a single statement a complete view of the city's finances. 464 AUDITING GENERAL ACCOUNT BALANCE SHEET (Exhibit 2, page 472.) Accounts Receivable — Unpaid Taxes: This is supported by the uncollected items in the tax rolls, or tax duplicate, as it is sometimes called. Provision for uncollectible taxes should be made currently by including in the annual budget of expenses a percentage of the tax levy sufficient to cover the estimated loss in collection. The product of taxes levied in the year will thus be sufficient to meet all expenses authorized for the year. Miscellaneous Revenues Receivable: This account is sup- ported by the revenues receivable ledger and includes various uncollected charges. Due From Other Funds : This account is charged with cash temporarily loaned to the capital account or to trust funds. It is credited when cash is returned or when cash is borrowed from these funds. Stores (which should be supported by stores ledgers) : Are shown in the general account balance sheet and not in the capital account balance sheet, since in the main they are used for meet- ing current operating and maintenance expenses. If any stores are used for construction purposes, a charge for them is made to the capital account the same as if cash were advanced. The reserve for stores among the liabilities is merely a device to keep them from being represented in the surplus. Stores and other prepaid items are not available for meeting contingent lia- bilities which may exist or which may be incurred against appro- priated funds, and hence, to find the balance of assets available for further appropriation, they are excluded from the surplus. Temporary Loans in Anticipation of Taxes : Many cities are obliged to borrow money for short periods pending the collec- tion of taxes and other revenues. In consequence, temporary loans are made which are a lien against these revenues. They should be paid off when the collections are made. CAPITAL ACCOUNT BALANCE SHEET (Exhibit 4, page 473.) Cash: Is held exclusively for meeting liabilities incurred in the acquisition of property having a continuing value, such as MUNICIPAL 465 lands, buildings, equipment, and improvements. It is obtained by issuing long-term bonds and by the collection of assessments. Assessments Receivable: Are amounts due from property owners whose property has been benefited by local improve- ments, such as the paving of streets, the building of new sewers, etc. They are frequently made payable in installments. This item is supported by individual accounts in the assessment rolls or assessment ledger. Local Improvements in Progress : Represent current expend- itures for grading and paving new streets, building sewers, etc., the cost thereof being assessable against property deemed bene- fited when the improvements are completed, at which time this account is credited and assessments receivable debited. Coinci- dent with this entry, permanent improvements account is charged and capital account surplus is credited. It frequently happens that the city is obliged to stand some portion of the cost of the improvements. This is the case when city property is benefited by them or when the city at the outset agrees to bear a percentage of the cost. When the city's share is determined, long-term bonds are usually issued to meet it. At the time per- manent improvements account is charged as noted above, capital surplus is credited for the amount assessed against taxpayers only, local improvements in progress being credited with the amount to be borne by the city. Other Accounts: When among the assets, will be readily understood by their titles. These items should be supported by detail ledgers showing the various individual properties owned by the city. The rule in regard to depreciation of assets may be applied in municipal accounts as in the accounts of private concerns, with one exception. The best authorities suggest that instead of creating a depreciation reserve by a mere bookkeeping entry, the depreciation charges should be included in the annual budget of expenses and the cash raised and invested in a fund. At the end of the period estimated to be the life of the property this fund would contain an amount sufficient to replace it, and the prop- erty would thus be automatically perpetuated. The argument advanced against this practice is that it entails a double charge against taxpayers, namely, the annual 466 AUDITING depreciation charge and the annual sinking fund installments provided for the retirement of the bonds sold to purchase the properties. In some cases at least, it is a question whether, when a public work has outlived its usefulness and an entire reconstruction is in order, there should not be a new issue of bonds for the rebuilding. In this way the cost, of the improve- ment may be spread over its life, and each generation of tax- payers made to bear the burden of the improvements it enjoys by a single charge for the annual sinking fund installments. As a matter of actual practice, however, depreciation of municipal properties is seldom provided for. Assessment or Special Improvement Bonds: Represent the bonds issued to finance assessable improvements. They are shown under a separate head so that they may be contrasted with assessments receivable which are available for meeting them. Bonded Debt: Instead of showing sinking fund cash and investments among the assets of the capital account, they are shown as a deduction from bonded debt. This admits of stating them in a supplementary statement (sinking fund balance sheet. Exhibit 5, page 473) in relation to the reserve required to meet bonded debt at maturity. As has been previously pointed out, the most important fact to be set forth in connection with sinking funds is the amount that should be on hand in cash and invest- ments at any given date. This can be dope only by building up a reserve on an actuarial basis, adding to it each year an amount equivalent to the amount of cash that should be provided each year, which, accumulated to the maturity date of the bonds, plus interest accretions, will yield an amount equal to the amount of bonds to be paid off. If an amount of cash commensurate with the yearly reserve (allowing for interest accretions) is not pro- vided each year, the inadequacy of the sinking funds will be dis- closed by the excess of the reserve account. In other words, there will be a deficit in the sinking funds. TRUST FUND BALANCE SHEET (Exhibit 8, page 474.) Cash, Securities, and Investments: Are supported by detail ledger accounts showing how the trust funds are invested. The MUNICIPAL 467 assets are not necessarily ear-marked according to the several trusts represented, though they may be. Invoices Payable, Vouchers and Pay Rolls Payable, Warrants Payable: Are the current liabilities of the trust accounts. The number of separate general ledger accounts to be kept will de- pend somewhat upon the precise methods employed for handling transactions. Reserve for Public and Private Trusts: Under this head are summarized the various trusts assumed by the city. Each indi- vidual trust is represented by an account, and if there are many of them, as is usually the case in large cities, these accounts should be carried in a subsidiary trust fund ledger. CURRENT OPERATION AND SURPLUS ACCOUNT (Exhibit 3, page 472.) As an adjunct of the general account balance sheet it is necessary to show (i) the revenues and expenses for the fiscal period, and (2) the present condition of the surplus of the gen- eral account. Revenues should be summarized according to sources, and expenses according to purposes. For the latter, it is suggested that the functional classification adopted by the United States Census Bureau be employed. This classification divides the expenditures of a city under the following significant headings, viz., general government, protection to persons and property, conservation of health, sanitation, highways, charities, correction, education, recreation, interest, and miscellaneous. The financial statements thus far discussed represent what may be called the proprietary relations of a city, that is, what the city owns and what it owes and the results of current opera- tion. These statements are in every respect analogous to those employed in private business. We shall now discuss the state- ments that show the funding relations of a city, namely, those which have to do with the restrictions placed upon public officers in the expenditure of funds. There are two main categories of funds — those derived from taxation and those obtained from the sale of long-term bonds. A statement of the former is an ad- junct of the general account balance sheet, whereas a statement of the latter is an adjunct of the capital account balance sheet. 468 AUDITING FUND BALANCE SHEET— GENERAL ACCOUNT (Exhibit 6, page 474.) An analysis of the items appearing on the credit side of this statement will facilitate the understanding of it. When the ap- propriating body authorizes the amounts which may be expended (budget), it is necessary to establish accounts in the books so that officers may know at any time the amount of author- ized funds available for expenditure and so that they may know when they have reached the limit of expenditure. An entry is therefore made in the general ledger crediting appropria- tions or authorisations to incur liabilities for the amount authorized. Detailed accounts showing the various purposes of expenditure are opened in a subsidiary ledger. Under the rules of double- entry bookkeeping some account must be charged, and since the appropriations are predicated upon revenues which are expected to accrue, an account is established on the debit side entitled esti- mated revenues from taxes and miscellaneous receipts needed to meet budget authorizations. This gives not only a proper equa- tion, but lays the foundation for currently obtaining two distinct items of information, as will presently be shown. Some accountants attempt to treat appropriations as liabil- ities and include them among the liabilities in the balance sheet. This is obviously improper, since the act of appropriating money for expenditures does not make the city a debtor. The argu- ment in favor of treating appropriations as a liability is, that while a mere appropriation is not a liability, yet if taxes have been levied to provide for payment of the municipality's ex- penses for a whole year and the uncollected part of such levy is included in its entirety among the assets, the oniission from the liabilities of the appropriations for which the levy was made shows a surplus which is likely to mislead (at least during the early part of the year) as to the municipality's financial condi- tion. It is quite feasible, however, by means of the fund balance sheet to show the exact condition of affairs without thus doing violence to the accepted meaning of terms. When contracts are awarded and orders are issued, con-; tingent liabilities are created and appropriations are encum- MUNICIPAL 469 bered. These must be recognized in any statement of a city's financial condition. The details relating to unencumbered ap- propriations and contingent liabilities on contracts and orders are shown by the appropriation ledger over which these general ledger accounts operate as a control. The details of contracts in the appropriation ledger are further supported by the contract ledger. In order to maintain a distinct accounting action within the fund group of accounts, it is necessary to introduce two other debit accounts, namely, available balance and unapplied balance. In doing this, valuable information is currently produced which otherwise could not be obtained without analysis. The unapplied bal- ance is identical with cash less demand liabilities shown in the general account balance sheet, and as such it shows what amount of cash is available for meeting contingent liabilities on contracts and orders already incurred, or to be incurred, against available appropriations. It appears only in the general ledger and is not supported by subsidiary accounts. Available balance is identical with accounts receivable in the assets. It is built up by credits to the account estimated revenues from taxes and miscellaneous receipts needed to meet budget authorizations. It is likewise not supported by subsidiary accounts. Action in both of these ac- counts is produced by entries secondary or collateral to those which affect assets, liabilities, revenues, and expenses. For example, when cash is received in payment of taxes, cash is debited and taxes receivable is credited. At the time this entry is made a secondary entry must be made in the fund group of accounts debiting unapplied balance and crediting available balance. The item on the credit side entitled reserve for retirement of loans in anticipation of collection of taxes represents the item in the general account balance sheet entitled temporary loans in anticipation of taxes. It is not supported by any subsidiary ac- counts. For further information regarding the bookkeeping proced- ure relating to the treatment of these accounts, the reader is re- ferred to "Handbook of Municipal Accounting," prepared by the Metz Fund for Promoting Efficient Municipal Accounting and Reporting. 470 AUDITING FUND BALANCE SHEET— CAPITAL ACCOUNT (Exhibit 7, page 474.) A similar group of accounts is kept to show the condition of funds raised by issuing bonds, and the condition of these funds is shown in a fund balance sheet of the capital account (Exhibit 7). One of the items on the credit side of this statement needs to be explained, namely, reserve for retirement of assessment bonds. As assessments are collected assessments receivable is credited and cash is debited. At the same time a secondary entry must be made in the fund accounts debiting unapplied balance and cred- iting this reserve. The latter serves to show the cash that should be held available for paying off the assessment bonds by which the assessable improvements were financed. SUMMARY CONSOLIDATED BALANCE SHEET (Exhibit I, page 471.) We come now to the summary consolidated balance sheet, which comprises the several detail balance sheets and fund state- ments already described and gives in a single statement a com- prehensive view of a city's financial condition. It is in two sec- tions, the first dealing with assets, liabilities, and surplus, the second section showing estimated revenues, appropriations, and reserves. It will be noted that the accounts available balance and unapplied balance are eliminated from this consolidated balance sheet, the assets, which they represent in a detached statement, taking their place. In the second section the excess of assets is added to the balance of estimated revenues from taxes and miscel- laneous receipts for the reason that appropriations which were predicated on such estimated revenues are stated against them. As any balance of the estimated revenues not accrued (or col- lected) at the end of the fiscal year will have to be provided for in the following year, it must be regarded as at least a potential asset. The excess of assets and estimated revenues over liabil- ities, appropriations, and reserves is the amount which is avail- able for further appropriations ; in other words, the free surplus. a ■§ PS oa.g-ss.g vja 8 5^ E S 2 c^ 01 « gen 471 ii -I m H ■" a> ,n .2 K » o &3 HP " ^1, It ■sg a a « 1 P. 472 ■ • . •«» • • • •:§ • H B & I I O < O H *« ^ < g -a ti p. « g H CO o ■< pq S •o § . b . ■s s Q 7. 09 S •CQ • ■1 • m .s . Pi 5 "O •S-s 8 'I'^l in -U iSils .•2 3 .d M m" H Pm . . . bfl • . . .g to *pu ■ S ' ' s-a II ••3 473 I I Eh 474 CHAPTER XXVII SPECIAL POINTS IN DIFFERENT CLASSES OF AUDITS (Continued) EXECUTORS AND TRUSTEES An audit of the accounts of executors or trustees properly begins with a careful reading of the will or deed of trust, as the provisions of these documents will have an important bearing on the actions of the executors or trustees as reflected in their ac- counts. While the apportionment of receipts and payments be- tween capital and income should always receive attention in the auditing of trusts, it becomes extremely important under some wills and trust deeds. Having examined the documents from which the trustees derive their power, the auditor should next compare a certified copy of the inventory of the estate, which was filed with a court of probate, with the trustees' books, to see that all the assets scheduled in the inventory have been entered in the books and at the appraised values. Should the trust have already been in existence for a considerable time and the audit not go back to its inception, it is desirable that the examination start with the date with -vvhich the most recent account approved by the court closed. The income from securities should be verified in detail. This can usually be very satisfactorily done ; even if the securities are not listed on a stock exchange, information as to dividends or interest paid thereon can in almost all cases be obtained without much difficulty. Overdue interest on mortgages should be in- vestigated. When examining the securities, which work is an important feature of the audit, the auditor should see that they are regis- tered in the names of all the trustees, if there are more than one. If real estate has been committed to the care of the trustees, or if the will gives the executors the custody and disposition of 475 476 AUDITING the testator's real estate, the rentals therefrom will need to be verified and taxes and other realty expenses vouched. Vouchers should be submitted to the auditor for all pay- ments. In verifying the correctness of the credits taken by the executors or trustees, the commissions paid or claimed should be carefully scrutinized. Their arithmetical correctness can usually be verified in total, but it is also important to see that the basis on which they were calculated is a proper one. Particularly must duplications of commissions be guarded against. If an executor becomes trustee of an estate after being discharged as executor, he will receive but one commission on the principal of the estate. Furthermore, a commission is not ordinarily allowed on changes of investments, though it is usually allowed on the net increase, if any, in the principal caused by such changes. The average rates of commission allowed executors and trustees of decedents' estates are two and one-half or three per cent on the principal and five per cent on the income handled, but rates vary, and in some States a sliding scale of commissions is in force. In the case of large estates, however, a different rate or a fixed amount of compensation is sometimes named in the will (frequently, no doubt, in pursuance of an agreement between the executor to be and the testator during the latter's lifetime), and by accepting the trust the executor binds himself to limit his commission in accordance with the stipulation in the will. Presumably, how- ever, if the executor declined to serve and no one could be found who would be willing to accept the trust for the stipulated com- pensation, the probate court could appoint an administrator who would not be bound by this stipulation of the will, but would be allowed the ordinary rate of commission. In a complete audit of the accounts of a trust estate, the in- vestments made by the trustees should also be reviewed from the standpoint of whether they were legitimate at the time they were made. The character of investments which are legal for trust funds vary in different States ; generally they are first mort- gages on real estate, Government (Federal, State, county, and municipal) bonds, and the first mortgage bonds of railroads hav- ing an established dividend record. The importance of a correct apportionment of all receipts and payments between principal and income has already been EXECUTORS AND TRUSTEES 477 mentioned. In this connection it should be borne in mind that interest and rents accrued to the date of the testator's decease are part of the corpus or principal of the estate ; that profits realized or losses sustained on the liquidation of legitimate investments are added to or deducted from the principal; that expenses dur- ing the period of the executorship are paid out of principal and not from income, excepting expenses connected with improved real estate which are chargeable against the income derived therefrom ; that losses on unauthorized or illegal investments are chargeable to the trustees personally with such interest (usually at the rate of six per cent per annum without compounding) as may be directed by the court ; that a trustee is similarly charge- able with interest on funds actively applied to his own use or indirectly so applied by merging them with his own funds, even though he may have balances on deposit to his personal credit in excess of the trust funds for which he is responsible ; that, even when investments of a wasting nature are specifically author- ized, or form the original principal of the estate, a life tenant does not necessarily receive the entire gross income. When the instrument creating the trust provides that the life tenant and the remainderman shall benefit equally from such investments, it is usual to treat such part of the receipts from the investment as equals, say, five per cent on the appraised value of the invest- ment at the time the trust was created as income for the life tenant and to capitalize the amount received in excess thereof. The terms of the will or trust deed may, however, modify any of the foregoing rules, and hence the importance of the auditor studying carefully the conditions of the trust. With regard to premiums paid on securities purchased by the estate, the usual rule is that they come out of the principal of the estate. Discounts on bonds purchased inure to the benefit of the principal. As probably the great majority of investments which are legal for trust funds sell at a premium rather than at a discount, one does not oilfset the other. From an accounting standpoint, premiums paid on bonds purchased should be amor- tized over the life of the bonds, and a portion of each interest payment retained to refund the premium advanced from the prin- cipal of the estate, and only the actual income yield on the in- vestment paid over to the life tenant. The accountant must. 478 AUDITING however, in this, as in all matters pertaining to trust estates, be guided by the rules laid down by the court, which are not uni- form in the different states. It is to be hoped that the courts will in time give effect to a more logical treatment of premiums on bonds than they have in the past. The division or partition of an estate is frequently quite a complex proceeding. An estate is sometimes left in trust for the children of a family, each to receive his or her respective share of the principal on attaining a specified age. Until such time each beneficiary receives only his or her share of the income. As the specified event would not occur simultaneously in the case of all the beneficiaries, they would not all become entitled to their re- spective shares at the same time. As soon, however, as any one became entitled to receive his share, he could demand it without having to wait for such time as all the heirs could receive their respective shares of the principal, and, excepting by consent, the estate would have to be forthwith divided. Should the estate consist of securities which are readily divisible, no serious diffi- culty is encountered, as the beneficiary may then be given his proportion of each of the estate's investments. Should the estate, however, consist of real estate or other nondivisible assets, resort must be had to some other method of determining the beneficiary's share and delivering it to him. Were all the beneficiaries of age, a mutual agreement could be made, but if any one of the beneficiaries is a minor, he or she cannot give binding consent to such an agreement. The only course left open is to apply to the courts for an order to "par- tition" the estate; the final order of the court confirming the share determined to be payable to the beneficiary entitled to the partition will be a protection to all parties interested. The pay- ment of his share to the retiring beneficiary forthwith terminates his interest in the estate, and he is not concerned in any fluctua- tions in the value of the trust investments which may subse- quently take place. Such fluctuations would affect only the re- maining beneficiaries, for whose benefit the balance of the estate would be administered. A principle of law which should not be overlooked is that no beneficiary who is under age has power to consent to any changes in the terms of a trust. INSTITUTIONAL 479 EDUCATIONAL INSTITUTIONS As the greater portion of the income of educational institu- tions is usually derived from tuition fees, dormitory rents, and board, any failure of the records to control adequately the col- lection of such income should be reported, and detailed tests should be made (if these records are kept by single entry) to ascertain that all such income is being received and accounted for. Particular attention should be given to cases where no tui- tion fees, or fees at reduced rates, are received, to ascertain that proper authority therefor has been granted. The collection of extra charges for diplomas, special examinations, laboratory or school supplies, etc., should be given careful attention. The examination of securities and the verification of the in- come therefrom are important. The records should show clearly the total amounts of all special funds, the invested and unin- vested portion thereof, and, in addition, should enable the auditor to ascertain that the income therefrom has been applied to the purpose designated by the donors. The annual report will be of material assistance to the auditor in the verification of income from tuition and donations, as the names of students and donors (and the nature and amount of donations) are usually detailed therein. If the report is not published until after the audit, it is desirable for the auditor to verify the proof sheets of the annual report prior to the final printing thereof. The accounts of most educational institutions are kept only on a cash basis, and uncollected income and outstanding liabil- ities are usually ignored in stating their financial operations. It would be well for the auditor to recommend changes in the ac- counting records which will enable accurate statements of opera- tions, as well as of assets and liabilities, to be prepared period- ically. These statements will be valuable to the executive offi- cers and trustees and should form part of the annual report. CHARITABLE ORGANIZATIONS This class of institutions includes hospitals, asylums, orphan- ages, relief societies, and all organizations whose aim is to relieve suffering and distress. That respect in which the accounts of 48o AUDITING charitable organizations especially differ from ordinary commer- cial accounts is the receipt of voluntary subscriptions and con- tributions. The receipts or acknowledgments sent to contrib- utors should be consecutively numbered, and preferably so de- signed that a carbon copy will remain on file. Entries should be found in the cash book for all donations appearing on the copies of acknowledgments to contributors. The only practical way of insuring an accounting for all contributions received is to include in the annual report a list showing both the names of contributors and the amounts of their donations; then if any donations have not been accounted for, the donors may call at- tention to the omission thereof from the published list. In hospitals, asylums, and like institutions considerable in- come is received from pay patients. This should be thoroughly verified. Keeping a controlling account in the general ledger for the patients' accounts will aid materially in verifying the cor- rectness of the income from patients. Patients' accounts are similar in theory to those of hotel guests. There is a patients' register in which are recorded the arrival and departure of patients, and the books can be so arranged as to permit of a conclusive audit. Another item of income is from appropriations made by the State. These are sometimes in round sums and in other cases are based on the number of patients cared for at a fixed amount per patient. In some States the accounts of charitable institutions receiv- ing State aid are subject to audit by representatives of a State bureau. These official audits are usually restricted to an inquiry into the expenditure of the State appropriation and do not em- brace the verification of other items of income and expenditure. Some States also prescribe a classification of expenses which in- stitutions receiving State aid must follow, but these classifica- tions have not as a rule been planned with the thoroughness characteristic of the classifications prescribed for public service corporations. In the great majority of cases the accounts of charitable insti- tutions are kept on a purely cash basis. The need for keeping and stating the accounts on a true income and expense basis so that actual results of operations may be seen is just as great in INSTITUTIONAL 481 the case of charitable institutions as in business houses. As every accountant knows, a cash statement does not necessarily show the real cost of conducting an institution, and a large de- ficit may be accruing of which the published reports give no inti- mation. In auditing the disbursements, the actual cost of operation should be ascertained as closely as feasible and the per capita cost determined. This will furnish data for comparison with the operations of other institutions of like nature ; such comparisons make for increased efficiency. The use made of trust funds devised to an institution for specific purposes should receive the auditor's attention. If the income from the funds is not being applied to the objects desig- nated by the donors, or if the principal of funds has been en- croached upon, when only the income was to have been used, it is clearly the auditor's duty to call attention to the matter. The comptroller of the city of New York requires charitable institutions which receive public aid to keep uniform accounts, and to submit to him periodical reports, using the following forms : COMPARATIVE BALANCE SHEET AND SUMMARY OF INCOME AND EXPENSES Of. For Six Months Periods Ending 19. . . BALANCE SHEET ^ MoDtha Six Months Ended Ended Increase Decrease Cash on hand and in bank , Due from City of New York Other accounta receivable Investments .... Accrued income on investments Inventory of supplies . . . Special funds Real estate and bmldings, donated Real estate and buildings, purchased Equipment Prepaid items ..... Total Assets . . Liabilities Accounts payable . Loans payable . . Accrued items . . Mortgages payable Bonds outstanding. . due. Total Liabilities Excras of Assets Over Liabilities SxmPLus AND Resssrves Surplus at be^ning . . . Income Total Less: Maintenance expenses Non-maintenance expenses Total . ... Surplus at end Rraerrra for special funds . . . Surplus and Reserves . 482 STATEMENT OF INCOME AND EXPENSES Six Months Ended.... Six Months Ended. . . . Increase Decreaae Incohb New York City for maintenance . . New York City for education . Donations, gifts, etc., for Eeneral purposes Donations, gifts, etc, for specif *' Collections Fairs, entert^mnenta, etc. . . Sales of manufactured products . Legacira, bequests, etc, — general " " " — special Income on investments . . . Inter^t on trust funds . . . Rents Miscellaneous Total Income . . , M&INTBNANCE EXPENSES: Repturs and renewals to plant and equipment " " " " furniture and fixtures FoodBtuffs Supplies- Clothes Linen and bedding . . Fuel Light Salaries and wages . . Forage and care of animals Telephone Printing, stationery, and advertising Postage, telegrams, magazine, md newspapers Professional services Miscellaneous . . Expenses boarded-out children Board of children . Salaries .... Traveling expensra Clothes Professional services Miscellaneous . . Total Msuntenance Expenses Non-Maintbnahce Expenses: Interest on mortgage Interest on loans . Kent .... Insurance . . . Taxes .... Total Non-Mamtenance Expenses Total Expenses . . Weekly coat .... Excess of income over expenses Surplus brought forward Surplus 483 484 AUDITING CHURCHES In the majority of cases the audit of church accounts is un- satisfactory to the auditor. One reason is that the church treas- urer frequently is not only the custodian of all the church funds, but is tacitly empowered to disburse the same at will. There is usually a total lack of efifective internal supervision. At times large sums pass through a treasurer's hands without any proper check being kept upon his dealings. It is the auditor's duty to check whatever he can, and at the same time to urge upon his clients, judiciously but impressively, the necessity for ordinary commercial caution. He should see that all receipts are deposited in bank, and if a balance appears to be on hand that also should be deposited. This is preferable to an actual count of cash, as in the latter case the church ofiR- cial might exhibit his own funds without any intention of having them reach the church's bank account. A certificate from the bank direct to the auditor should be obtained, this certificate indicating the balance in bank belonging to the church at a stated time. In some churches a collection register is kept in which are entered the collections as made, the aggregate amount subse- quently being transferred to a cash book. The entries in the col- lection register should, if possible, be verified and initialed by some one other than the church treasurer. Special collections should be vouched for in a similar manner. Where pews are rented, the pew-rent register should be compared with the cash book. If special funds have been devised to the church, the securities held for such funds should be examined. Vouchers should be in evidence for all payments ; these are to be compared with the minutes of that board or committee of the church whose duty it is to supervise its finances. In at least one denomination the sentiment has been ex- pressed that the accounts of a church whose treasurer handles moneys in excess of a stated amount annually should be audited by a Certified Public Accountant. When this sentiment becomes general we shall see a decided improvement in the manner of keeping church accounts, as well as added safety in the use and care of church funds. INSTITUTIONAL 485 CLUBS In auditing clubs, particular attention should be given to the collection of income, and it will frequently be found that im- provements can be made in this feature of their accounting sys- tems. Since the m,embers are the club's proprietors, their co- operation can usually be obtained, if necessary, in safeguarding the clubs from being defrauded by their employees or others. Members should be requested to pay by cheque to the order of the club for all dues, house, restaurant, and other charges. Where peculations have occurred they have usually been from currency receipts, as the chance of detection is comparatively small if there is no adequate system of check on those handling the currency. Consecutively numbered receipt forms, charge slips, and bills should be used wherever practicable, as the ofifice copies thereof are valuable for auditing purposes. The collection of dues can usually be verified by examination of the membership register. If necessary, the latter can, in turn, be verified by comparing it with the membership record at the close of the preceding audit and examining the minutes for names of new members and of those resigned, suspended, or expelled. Wherever feasible, registers should be used as a basis for room charges. A good additional check thereon, which is valu- able for auditing purposes, is to have the housekeeper make a daily record in a suitably ruled bound book of occupancies and vacancies of rentable rooms. Consecutively numbered daily reports to the office should form the basis of other house charges. Members' signatures are usually required on orders received in the restaurant and bar. In some clubs where it is the practice to return such orders to the members monthly upon payment of their accounts, duplicate orders are obtained by the use of carbon sheets. If these orders are filed chronologically, they may be used in connection with the verification of the deliveries from stock of wines and liquors. If members can be induced to use consecutively numbered ticket books, to be paid for either in advance or charged for in total, the bookkeeping will be entirely eliminated (in the first instance) or materially reduced (in the 486 AUDITING second) from that necessary when each order must be charged to the personal account of some member. There usually are, or ought to be, in hotels and clubs, mis- cellaneous receipts from the sale of bones, fat, and other like sources. The practice, which still exists in some clubs, of allow- ing the chef to retain the proceeds from the sale of kitchen refuse, should be discouraged, as the pay roll should show the entire compensation of all employees. Under the best of conditions it is difficult to be certain that all such receipts have been accounted for, and comparisons should be made of the receipts during the period audited with similar previous periods, and, in instances where no such receipts are recorded, investigation as to the dis- posal of the offal and scrap should be made. Care should be taken to ascertain that proper allowance has been made for depreciation of china, glass, silverware, linen, and other furnishings. Either of two methods for doing this may be used : charge original cost of furnishings to asset accounts and all renewals to expense accounts, or reappraise the entire stock at least once annually. Many clubrooms are from time to time lavishly redecorated and refurnished, and it would be well, instead of charging the entire usually heavy costs of this nature to one year's operations, to distribute the expenditures equally over a period of several years. It is important that all expenses be properly apportioned among the various activities of the club so that it may be defi- nitely known whether those departments which are in the nature of business activities are in fact yielding sufficient revenue to defray all the expenses (including a proportion of the general expenses) properly chargeable to such activities. Otherwise it may be that departments which are supposed to be self-support- ing, and which may on the face of the figures appear to be so, are, if all expenses chargeable thereto are taken into consideration, operating at a loss, which is being made up out of members' dues. ARCHITECTS The accounts of architects are not usually so voluminous as to preclude making a detailed audit. Owing to the fact that men who are professionally very able do not always have a keen busi- ARCHITECTS 487 ness sense it is important that the auditor exert every means to safeguard the financial affairs of his client and protect him from loss. All payments should be carefully scrutinized. This is par- ticularly necessary because some of the expenditures will be re- coverable from clients and the auditor should see to it that all such payments have been duly charged to accounts with the clients. A very important part of the audit is the verification of the commissions and fees charged to clients. Fees of specified amount are sometimes agreed upon, or are charged in the case of preliminary work (such as sketches, etc.) done in cases where the proposed undertaking is abandoned. Usually, however, the architect's compensation is based on an agreed percentage on the cost of the building and its equipment where the latter comes under the architect's supervision. This makes it necessary for the architect to keep a record of contracts let and payments made thereon. The auditor should refer to this record as a means of verifying the charges to cHents. Such a record of contracts is, of course, also a necessary part of an architect's records for the pur- pose of having a basis on which to issue certificates of the amounts which are to be paid by the owners for work done by contractors. As there is almost invariably considerable work unfinished at the end of a fiscal period, a basis of valuing it must be found. The author's experience is that a quite satisfalctory basis is the amount of contracts let, a part of the agreed rate of commission being taken up on the amount of all contracts awarded and the remaining part of the commission on the amount of payments made on the contracts. There will be some engagements on which the work has not yet advanced to the point of awarding construction contracts. Valuations of such work will be made by the architect himself, frequently in round sums, and the auditor should see to it that the estimated valuations are, if anything, ultra-conservative. When the work is only in the preliminary stage there is frequently a possibility of the project being aban- doned or indefinitely postponed, and in such cases the architect is not always able to secure remuneration commensurate with the work actually done. 488 AUDITING DOCTORS The absence of a uniform system of bookkeeping on the part of medical men, and their failure,, in most instances, to realize the value or desirability of keeping accurate accounts with patients, renders it difficult in the space here available to offer definite useful hints as to the method of audit. Assuming, how- ever, that there is a patients' ledger, it may be suggested that to go behind the charges therein is not necessary. In fact, in many instances it would not be possible to do so, as the charges may or may not represent a stated number of visits, as frequently a lump sum is .charged for a case. The auditor should endeavor to introduce some efficient system of recording yisits so that the client may have before him all the facts when making his charges. It would be especially satisfactory for purposes of subsequent reference if this record gave in the case of a family the particular name of the patient visited, though the ledger account might appear in the name of the family head. All credits on the patients' ledger should be carefully checked by the auditor in order that all moneys credited to patients may be properly accounted for. Any allowances that have been made should be particularly noted. Many practitioners employ one or more assistants who are authorized to receive money. Where this is so, the importance of following ordinary commercial pre- cautions against fraud is apparent. Occasionally payments are made on account of patients for medicines, consultation fees, or other objects. It is important that the auditor determine that such charges have been charged up and duly collected. Where practitioners supply their patients with medicines and drugs it is necessary that the accounts of druggists, etc., should be carefully checked, and at balancing time an allowance will have to be made for the value of drugs in stock. Horses and carriages or automobiles that are the property of the practitioner should be depreciated at the rate of fifteen to thirty per cent per annum. If these are rented it is equally important to include cost of hire to the date of balancing, or LAWYERS 489 in case of payment in advance, to carry a proportionate part for- ward as a deferred asset. LAWYERS The nature of a lawyer's work, together with a general tend- ency on the part of professional men toward laxity along book- keeping lines, makes a complete, detailed audit a necessity if it is to be effective. A difficulty which frequently confronts an auditor going over a lawyer's books is that they are the stock forms sold by law stationers. These are designed with a view to saving time rather than for any other purpose. An important requirement is to make certain that the amount included in the balance sheet for outstanding charges represents the actual sum included in bills to clients. Every item of costs charged a client might profitably be compared with a copy of the bill rendered to make sure that all amounts chargeable have been properly debited. Care should be taken to note amounts that may have been paid on account. A not uncommon practice among lawyers is a failure to dis- tinguish between personal funds and those of a client. This very condition emphasizes the necessity and importance of proper accounts being kept by those attorneys who wish to avoid any possible reflection upon their manner of dealing with moneys intrusted to them by clients. This separation of money mate- rially simplifies the keeping of accounts. Each large estate should have its own bank account and separate books, entirely independent of the books of the firm. A "Clients' Accounts" in the cash book should show all money received in trust for clients, and if there is but one bank account, it would be advisable to recommend separate columns, that the "clients' " accounts may be distinct from the "general" bank account. It is a common occurrence for a practitioner to make pay- ments on behalf of a client who may not have a credit balance upon the books. It is especially desirable, therefore, that pro- vision be made for charges to be so entered that reference to any account will reflect its true condition and lead to its settlement. An important advantage in keeping large estates quite sep- 490 AUDITING arate from the general accounts is that the cost of keeping them, and of having them audited, may then frequently be charged, to- gether with other costs, against the estate. It will be possible, also, to submit these accounts to clients or their representatives without disclosing any other transaction. If they be so examined at regular intervals, it may not be necessary to have them also audited by the lawyer's auditors. In this way a further saving of expense may be effected. CONTRACTORS The accounts of contracting companies, erectors, builders, engineers, and others engaged mostly in work carried out under contract may be included under this caption. In nearly every instance separate accounts are kept for the cost of each contract, or, if the work under one contract is very large, for each of several sections of a contract, which are later combined when each part is completed. Obviously, the value of such a system of cost accounts to the client depends upon the efficiency with which it is carried out. The auditor should examine it carefully to ascertain that it is based upon good accounting theory and that the results shown are in har- mony with those shown on the general books. The system of preparing the pay roll and of accounting for materials purchased and handled through the storeroom should be carefully investigated to ascertain that all reasonable safe- guards against fraud and loss are provided. Wages should be paid by qffice employees not connected with the preparation of the pay roll. The value of work done on uncompleted contracts is shown on the balance sheet under the head of "Uncompleted Contracts" or "Work in Progress." The auditor should request a certified schedule of the expenditures on each of the contracts included in this account. The schedule may readily be verified in cases where correct cost accounts have been kept, but in other instances the auditor may be obliged to accept the schedule upon the certi- ficate of the engineers, superintendents, or other proper officials after investigating unusual items and satisfying himself that every effort has been made to prepare the schedule correctly. As a matter of fact, there is almost always some check on CONTRACTORS 491 the amount of work completed. As the work progresses under the supervision of architects or engineers, certificates are secured from them testifying to the quantity and quality of work done and authorizing partial payments on account. The auditor may not see these certificates unless he asks for them. Contractors are usually more optimistic about the pro- portion completed than is the architect (unless the two are work- ing together against the owner), so that his estimate as to the part completed at a given time should be verified in every pos- sible way. The cash receipts are also a clue to the amounts certified to. The stipulated payments are on a basis of ninety per cent of the work completed, sometimes more and sometimes less. The con- tracts themselves, which must always be open to the inspection of the auditor, and which should be called for, will indicate the percentage reserved until after completion and acceptance. It is important to note whether or not any profit has been taken on uncompleted contracts. The profit on each contract to any date can readily be ascertained in instances where cost ac- counts have been kept by preparing a memorandum profit and loss account and making the following entries therein : Debit: All Direct Contract Ossts. Depreciation of Plant used on Contract Work. Credit: Value of Work Certified to Date. Value of Work Done, but not yet Certified. Stores and Materials Charged to Contract, but still Unused. The net credit balance of such a profit and loss account will represent the estimated profit to date; a net debit balance will represent the loss to date. If a contract is nearly completed, the estimated profit upon completion may be ascertained by deducting from the contract price the combined cost of work to date and the estimated cost of completion. The most conservative method is to ignore entirely profits which may have accrued on uncompleted contracts. It could, however, hardly be claimed to be improper to take at least some part of the profit on the work already done on, say, a large build- ing contract extending over several fiscal periods, provided the 492 AUDITING percentage of the work completed has been estimated on a con- servative basis and a liberal allovs^ance has been made f(*r con- tingencies. Whenever such profits are taken, it is the auditor's duty to satisfy himself that they have been conservatively cal- culated. The accounts should show clearly the amounts of esti- mated profits, if any, taken on uncompleted contracts, and the auditor should show them separately in his statements and also call attention thereto in his report, if deemed necessary. Monthly statements should be requested from subcontract- ors, as they may have large claims for work in excess of that called for by their contracts, but for which credits do not appear on the client's books. It may even be found that the client has billed this extra work to the customer, and that credit therefor is entered in the contract account. At times subcontractors may do extra work under an agree- ment with the general contractor providing for compensation only in the event of collection therefor by the general contractor from the customer; changes in specifications after subcontracts have been let also furnish grounds for subcontractors' claims. Sufficient reserve must be made to cover the probable amount to be paid on such claims prior to carrying the gross profit from the contract account to profit and loss. REAL ESTATE In auditing the accounts of a client engaged in buying, hold- ing, renting, and selling real estate the leases should be examined, and, in the case of office or loft buildings, should be compared with loft plans, and all the rentals accounted for. Actual inspec- tion should be made of properties, or rentable portions thereof, which are recorded on the books as vacant at the time the audit is begun. Prepaid rents, or security deposited by tenants, should be clearly shown, and changes in the latter during the audit period carefully investigated. Balances due for unpaid rentals, power, alterations, etc., can be verified by correspondence. All expenses should be vouched and comparisons of the in- come and expenses of each property and of administration should be made with periods prior to that under review. Extraordinary expenditures for alterations should be called to the attention of REAL ESTATE 493 the proprietors to ascertain if the tenants should perhaps have been charged therewith. If properties are managed by the client as agent of other owners, the contracts with the latter should be examined and the collection of the commissions verified. Balances due to or by- owners may be verified by sending statements to the latter and requesting confirmation thereof. Care should be taken to ascertain that proper allowance has been made for accrued taxes, interest on mortgages and ground rents. The mortgage interest paid during a full year is a good check on the principal of the mortgages, in addition to which the amount of the latter, as well as the payments on account thereof during the audit period, can be further verified by correspond- ence with the mortgagees. Prepaid insurance premiums should be verified by calcula- tion. The charges to land, buildings, and equipment accounts should be examined to ascertain that they are all for additional land and construction work or improvements. Accounts covering bonuses which may have been paid for leases purchased, or the cost of improvements on leased ground which will revert to the owners of the latter at the expiration of the ground rent leases, should be reduced at regular intervals. Settlement records may be used in connection with the veri- fication of sales of real estate. In the case of undertakings involving the development of large tracts and the sale of lots therefrom, care should be taken to ascertain (if any profits are calculated prior to the disposal of the entire tract) that the costs of the lots sold have been cal- culated on a conservative basis. The following illustration of fraud discovered in the accounts of a real estate agency will he of interest: Rent collections were entered in detail in a cash receipt book, footings made each day, and the total deposited to the company's bank account. The footings were verified by the treasurer and agreed with the amounts credited in the pass books each day. After this verifi- cation, the cashier entered additional items covering amounts which he had taken, in order that the collector, who checked up the receipts, would see that all items had been collected. These additional items were not, however, included in the totals. The 494 AUDITING cashier retained currency and cheques in his drawer, which he juggled in order to make up the exact amount of the items he was supposed to be depositing. The main cash book or cash journal (the total of the day's entries being journalized) included all of the items entered in the cash receipt book, and fraudulent footings were made to agree with the bank accounts. All items were eventually posted in the ledger to the credit of the various owners and the footings and balances, when inked in, were as they should have been had there been no defalcation. The postings were always from two to four months in arrears, and, in order to prepare a trial balance, postings and footings were falsified. Some months later these errors were corrected as stated above. The deficiency was partly concealed by depositing to the company's credit cheques drawn to the order of clients which had been properly charged to their accounts, but the cheques were never sent to the clients. The above-described fraud was practiced for about seven years, and a total of some $26,000 obtained before the omission of an entry for one item of receipt was questioned by the collector and this led to the discovery of the fraud. LAND AND DEVELOPMENT COMPANIES The operations of a typical land development company embrace the purchase of a tract of land, the platting of it into streets and lots, the grading and paving of the streets, the lay- ing of sewers and water mains, the laying of sidewalks and curbs, the placing of telephone and light poles, and the selling of the improved lots. Oftentimes there are other features of the plan, such as the building of houses for purchasers, the extension of railway or other transportation facilities to reach the property, and possibly the temporary operation of one or more industries. There are many fine points involved in the proper distinction between expenses and additions to property. Unlike a railroad, the entire cost and expenses up to the time the property is ready to be marketed cannot be charged against the property. Only such part of the expense as really adds to the value of the property, such as the grading and paving of streets, the cost of LAND COMPANIES 495 the water and sewer installation, etc., is a proper addition to the capital account. Administrative expenses and any prelim- inary selling expenses, such as advance advertising, publicity work, printing, and the preparation of maps, must be segregated and shown on the balance sheet as deferred charges to future operations until such time as revenue begins to come in. The books peculiar to the' business are these : "Real Estate Lot Ledger." "Construction Ledger." "Improved Real Estate Cost Ledger." "Improved Real Estate Operating Ledger." In the Lot Ledger the lots are carried at cost. Unimproved tracts should be represented by an account with the tract until such time as the tract is divided into lots, then the total cost of the tract and improvements is spread over the number of lots, the tract account is credited with the full amount, and an account is opened with each lot. The basis of division of cost is not the number of lots in the tract, but the relative value of each to the whole, depending upon location, size, etc. The Construction Ledger contains only the cost of buildings and the carrying charges thereon, and does not include the cost of land. Upon the completion of the building the cost of the same and the cost of the lot are transferred from their respective ledgers to an account in the Improved Real Estate Cost Ledger representing the building and lot complete. The details of the operation of the property are thereafter carried in the Improved Real Estate Operating Ledger, from which the credit or debit balance is carried at the end of the fiscal period to proper profit and loss accounts. Following are some of the points that should be covered in the audit of a going concern engaged in the development and sale of land : Analyze the property account from the beginning of the development, noting the nature of the charges against this account. Ascertain if there is any record of the prices at which the lots are to be sold and compare selling prices therewith. If no such record exists, see that the sales contracts are approved by one of the principals before being binding upon the client. Obtain from the client the basis for the distribution of expenses be- tween properties in case more than one property is being handled. Then 496 AUDITING see to it that the proper distribution is made for every expense incurred. The distribution is usually made on the stub of the cheque or directly in the cash book. There is no reason why the cheque stub cannot be dis- pensed with, and the cheques entered and distributed directly in the cash book. Compare a considerable number of the cashier's contract cards with the ledger, testing the correctness of the interest calculations. Compare contracts entered into during the period under review with the ledgers as to terms, name and address of purchaser, etc. Compare the payments to salesmen for commissions with the card record of contracts and with the ledgers, noting especially that commissions have been charged back on canceled contracts. Compare the sales of lots with map (retained by the auditor), noting on the map the price obtained and investigating wide fluctuations. Compare open items in the "lot book" with the lots unsold at the end of the period per the map. See contract terms regarding taxes, interest, etc. Send out verifications of accounts to all customers. HOTELS The auditor should analyze the earnings and expense ac- counts, if necessary, and prepare statements of the financial results in each department, which should be carefully gone over with the proprietors. Such departments as show unsatisfactory returns should be especially investigated to the extent of verify- ing the detail work for a part of the audit period. Hotels at summer resorts usually have more departments than do city hotels. Frequently the operations of the former include drug stores, various amusements and excursions for guests, all of which are sources of additional income. Stock accounts of cigars, wines, liquors, etc., should be carefully examined in the event of the results being unsatisfactory in departments where they are handled. The auditor should satisfy himself that all receipts are accounted for, that expense payments are either covered by vouchers or properly approved pay rolls, and that such as have been made on behalf of guests have been charged to their accounts and collected. The subsidiary guests' and purchase ledgers should be proven with the balances in their controlling accounts, and all of the entries in the general ledger should be thoroughly checked. Careful attention should be given to the question of depre- ADVERTISING AGENCIES 497 ciation of furnishings, such as china, glass, cutlery, silver, linens, etc. These may be reappraised at periods when statements are prepared or depreciated at such times at adequate rates. An- other good method is to credit regularly a reserve account and charge against the profit and loss account amounts sufficient to cover the estimated actual renewals and depreciation over a period of years, and then to charge all renewals to this reserve account. RESTAURANTS The accounts of restaurants are somewhat similar to those used in hotels and clubs, although, by reason of restaurants hav- ing fewer departments, the records are not so complex. It is a difficult matter to safeguard the proprietor against all possible fraud and to discover if any has been perpetrated. The auditor should, however, carefully investigate the manner of serving meals and collecting therefor, and should ascertain that the earn- ings and expense accounts in the general ledger are so classified that the proprietor can form an opinion as to the efficiency of the management. In some restaurants the waiters do not issue checks to guests, the checks being issued by a checker at the kitchen door, who scrutinizes the food or drinks served, and who also charges the waiter's account on a columnar checking sheet, which is used as a check at the end of the meal periods against both the waiters and the cashier. ADVERTISING AGENCIES It is important for the auditor of an advertising agency to ascertain that the accounting system in use embraces a good internal check on the actual advertising done, on the credits to publishers therefor, and on the charges to the clients for the advertising and commissions, and that the system is actually being carried out in practice. A good system will provide for the charges to the clients (for the advertising and commissions), the credits to the publishers (for the value of space occupied in their periodicals), and credit to the agency's commission account to be made in one entry from the same original data. If a "space" account is carried in the agency's general ledger and is used as the medium through 498 AUDITING which the charges to the clients and the credits to the publishers are made, the auditor should ascertain that the balance therein consists of the aggregate value of specific advertising not yet charged to the clients, but credited to the publishers, and of specific advertising not yet credited to the publishers, but charged to the clients. The contracts of the agency with the publishers of period- icals and with the clients should be examined, and the rates for advertising and commissions should be compared with the agency's records to ascertain that the credits to the publishers for space and the charges to the clients for advertising and com- missions are being correctly made. THEATERS The auditor of theatrical accounts must at once recognize the fact that a cash system alone prevails and that all persons connected with the financial part of the management necessarily handle this currency. It is a matter of regret that managers cannot be induced to make payments by cheque more generally, but up to the present representations and arguments presenting the advantages of such a system have not been favorably re- ceived. However, the practice is increasing gradually, and in time, it is to be hoped, may become general. While nearly all receipts are in currency, it is not usual for the auditor to be expected to verify such receipts ; this is a func- tion for the treasurer, who is considered sufficiently responsible for a service that demands integrity, but no great technical knowledge or unusual ability. The methods followed in keeping theater accounts are as fol- lows : About half an hour after the beginning of each perform- ance the treasurer of the theater counts his unsold coupon tickets, making up a "rough" statement of the cash which should be on hand ; to this he adds the proceeds of sales of "hard tickets" (general admission and exchange), and then submits this state- ment to the treasurer of the company. The two treasurers then count the tickets contained in the doortenders' boxes, which, except in stormy weather, agree very closely with the rough statement. Following the count the theater treasurer makes out a final statement, which is signed by both treasurers. THEATERS 499 A "settlement sheet" is made up at the end of each week by the theater treasurer showing the gross receipts and the share of same due to the theater. Any additional earnings are added thereto, and after deducting the salaries and petty expenses, the treasurer pays the remainder in currency to the manager. The latter usually pays all advertising, bill-posting, light, etc., about Tuesday of each week to cover the previous week. In some theaters the treasurer pays all bills and settles with the manager for the profit or loss shown by the weekly statements only, but this is not a common practice. The treasurer of the theater also prepares a complete weekly statement for the company treasurer and settles therefor. After making these two settlements he would have on hand only the receipts of the "advance ticket" sales, which latter, as elsewhere considered, should be verified. It is well to remember that the object of theater bookkeeping is to show the result of each week's business in a manner that will determine which attraction pays best. Such items as annual license fee, rent, repairs, etc., should, therefore, be apportioned weekly on a basis of a season of thirty or thirty-five weeks. The procedure in an audit of theater accounts should be somewhat as follows: Deduct the number of coupon tickets on hand from the total capacity of the house; find how many "hard tickets" were fur- nished the treasurer at the beginning of season, deduct number on hand at time of balancing, and the remainder should be accounted for in cash. The total result should then agree with the cash and vouchers in the hands of the treasurer. It is necessary to see that all nightly statements of the period under review are signed by the treasurers of the companies. A check on the proper division of receipts may be had by examina- tion of the contracts. These will also enable the auditor to know that the proper shares of extras have been collected from com- panies. He should also inquire into the manner of preparing pay rolls, in connection with which reference to an attendance book will be necessary. This book records the names of persons entering the premises by the stage door before a performance, and from it fines for absence or lateness are determined. As both the treasurer and his assistant have access to the 500 AUDITING same cash, it will readily be seen that a difficulty obtains in divid- ing this responsibility; and a similar difficulty arises in connec- tion with the weekly payments to the manager. After making settlement with him, the cash remaining represents the advance ticket sales, which needs to be verified at the time. However, managers seldom count a large number of tickets, and just here more than one defalcation has been covered up or carried along by using advance sales to conceal shortages. Strip tickets used largely by "vaudeville" or "continuous per- formance" houses are, of course, easily counted. THEATRICAL COMPANIES A treasurer's cash book is the basis of the accounts of a theatrical company; it should be balanced weekly, at least. From it several accounts as here classified (known as "Produc- tion" accounts) are built up. These include: Preliminary Expenses: Incurred during rehearsals, such as salaries of manager, musical director, and orchestra, hall rent, typewriting parts, etc. Properties: Including almost everything used in the stage representation other than scenery, costumes, or electrical ap- paratus, such as furniture, draperies, animals (either papier mache or alive), flowers, etc. Perishable articles should, of course, be absorbed in current expenses and not charged to prop- erties. Costumes: Covering clothing, shoes, wigs, etc. Electrical Apparatus : In this item are included calcium lights and special devices. If the electrical equipment is rented in- stead of being owned, the rental is chargeable to current expenses. Scenery : The work of building and painting is usually done under contract. The scenery may be built by one firm and painted by different artists. A difficult landscape would prob- ably be done by a high-priced artist, but the painting of a simple interior would be done by a cheaper man. Vouchers representing expenditures for the foregoing items should be examined. In addition, an audit would include the verification of receipts by comparing them with the nightly state- ments signed by the house treasurer; and also seeing that the fines imposed by the stage manager are accounted for. The THEATRICAL COMPANIES 501 company's earnings statement is made up weekly to agree with the theater accounts. Owing to the uncertainty of the outcome of theatrical pro- ductions, definite rules for the treatment of depreciation cannot be stated. The whole cost of an unsuccessful production should be written off forthwith ; on the contrary, the copyright of a suc- cessful play does not depreciate rapidly in value. Ifi New York the total cost of production is written off against the first year's business. This is obviously the safest practice. CHAPTER XXVIII INVESTIGATIONS Part of the work of the professional auditor is designated, not as an audit, but as an investigation. There is here an actual distinction, just as the work of the accountant may be differen- tiated from that of an auditor. For the purposes of this book, audits and investigations are separated only as to the special points to be observed in the latter, it being assumed that in many investigations a complete detailed audit will be required, and that in others a balance sheet audit is essential. Investigations are usually undertaken in connection with the sale of a business to a corporation or other purchaser for the purpose of obtaining special information relative to finances or general affairs, or with respect to alleged fraudulent transactions, or into the profits derived from the manufacture of infringing articles, etc. A curious feature connected with investigations, which rarely arises with respect to audits, is the attempt on the part of disreputable promoters, or of those with no reputation at all, to retain the services of reputable auditors. Usually the enterprise to be investigated lacks books of account and promises little in this respect for the future, or a company has been formed with a large capital stock on one side, and mining claims or some equally uncertain asset on the other. A certificate is desired for publication, or for private exhibition to prospective investors. In the hands of an honest man, an auditor's certificate in the ordinary form might be unobjectionable, but if the certificate is in the possession of an unscrupulous promoter, it may be repre- sented to be an unqualified indorsement of the enterprise and its promoters, and there are enough ignorant investors to believe these or stronger statements. The wise auditor will never per- mit his certificate to be so used, for a single mistake of this kind in sizing up a client may mean the loss of one's reputation. Suc- 502 INVESTIGATIONS 503 cessful auditors can take no chances at all in this respect; they must be more particular about their clients than a bank is about its customers. The various classes of investigations and the special features of each will be discussed in the following order : I. Upon the sale or purchase of a business. II. To ascertain information required by: (o) Creditors, prospective creditors, or stockholders, (fc) Parties to litigation or disputes. III. Investigation of suspected fraud. SCOPE OF THE WORK Instructions From Clients: The title of this chapter may- convey the impression that the work to be done is more or less restricted in its scope, and that the auditor who undertakes an investigation for a special purpose may expect to receive special instructions, differing from the circumstances under which he would be willing to make an audit. It is not claimed that an auditor would insist on proceeding with any professional work, including audits, which appeared to be even remotely in opposi- tion to his clients' wishes. He could withdraw, and this would be the only proper course if he found himself unable to comply with the directions of those for whom, his work was intended. As a member of a profession with high ideals, he can insist, or in the exercise of his full prerogatives he can demand, that instructions outlining the scope of his work, or the form of his certificate and report, shall accord with honorable motives and straightforward dealing. Otherwise, he cannot proceed without forfeiture of his self-respect. If the instructions are incomplete and the auditor fails to interpret them broadly, so as to include all of the results which are called for by the nature of the case, he should not attempt to excuse his deficient results by falling back on his instructions. Therefore, at the commencement of an investigation it is most important that specific instructions be issued by the client, or prepared by the auditor and confirmed by the client. Working Papers to be Preserved: Following up his instruc- tions from the client, the auditor will issue special directions to his own staff. The remarks on working papers (page yj) apply 504 AUDITING with full force, and, in addition, special care must be taken to preserve all data bearing on the adjustment of the accounts. In few investigations will the auditor's report show accounts and amounts as they appear on the books. Even if net results are not altered, an analysis will have been made resulting in a differ- ent arrangement and presentation. It is of the utmost importance that working sheets be pre- pared and retained which will show in absolute detail the recon- ciliation of the original book figures with those appearing in the final report. Neglect of this precaution may subsequently result in censure for neglect, coupled with the necessity of duplicate work, for which a charge cannot, or should not, be made. In some cases the working papers of an audit have to be referred to after the report is submitted, but in nearly all inves- tigations, questions arise after the work is completed which re- quire reference to the data compiled during the progress of the work. Detail Which May Be Omitted: If "investigation" were simply another name for an audit, this chapter would not have been written. In general -it may be stated that as an investigation is not an audit, but an inquiry into specific matters, the routine require- ments of an audit as outlined in this book may be omitted. Later on, the features which must not be omitted will be discussed. Previous Audits : It has also been mentioned that in an ordi- nary engagement the auditor will often find himself to be the first professional auditor who has been consulted. But with investi- gations, which are frequently called for in connection with con- solidations of prosperous enterprises, it will be found that many of the latter have had their accounts audited. If the auditor can secure the reports of such examinations, he will have a basis upon which to determine what use he can make thereof. Obvi- ously this basis will depend on the standing of the other auditors and the nature of their reports. If access to previous reports cannot be had, the auditor should secure permission to consult with the previous auditors for the purpose of securing any information possible. If this is not feasible, he will have to proceed as if the accounts had never been audited. INVESTIGATIONS 505 Where Assets are Appraised: It is becoming fairly general in an investigation to employ appraisers as well as auditors. The former must take the responsibility for physical valuations of fixed assets items, and while this is of great assistance to the auditor, he should never incorporate their valuations in his accounts without considering their relation to the profit and loss account. The auditor should steadfastly maintain that he can- not state the net profits of a business irrespective of an exami- nation of the assets and liabilities. If the book assets must be adjusted to an appraisal, the profit and loss account may require adjustment also. The word "may" is used advisedly, as some appraisal companies are inclined to overvalue physical assets. It is pleasing to proprietors (which may explain why it is done), but it does not always afford a reasonable basis for a writing up of book values and a consequent adjustment of the profits. On the other hand, in view of this tendency, any insufficiency of assets shown by an appraisal should be reflected in the profit and loss account. Definite Report Wanted : In order that there may be no mis- understanding, it should be understood that the author does not advocate submitting suggestions and criticisms based on mere hearsay, or on incomplete information. The point to be empha- sized is that all facts pertinent to the inquiry are permissible and may be of more value than a mass of figures. Certain adjustments are necessary in practically all investi- gations, but the auditor must be firm in arranging the results and in wording his report, or it may be found that the final conclu- sions are far from representing a well-thought-out opinion of the standing of the business. Auditors have been very properly warned that if there is nothing definite for them to report, they should not be led into stating that if the expectations of the promoter are realized his estimates of the profits are correct. ' Handling Books and Records: Before making a single mark of any description in a record which is the property of another, the auditor should ask himself the question : "Is there any possi- bility of these records being falsified, and might it embarrass me later if it were shown that I had made marks herein?" In every So6 AUDITING case the question should act as a reminder that if marks are warranted they should be small, neat, and so made as to be readily and positively identified on any subsequent occa- sion. If fraud is suspected, it is always desirable, and sometimes necessary, that no marks at all should be made. In such a case the entries which are falsified should be rewritten on loose sheets, paged the same as the original records, and the correct amounts shown in an adjoining column. This will permit a summary of the fictitious entries being made up at any time. False Entries Sometimes Forgeries : The entry of an incorrect amount in a book of record, if made with intent to defraud, is forgery, and therefore a serious -crime. Frequently false entries are found in books which indicate that the one responsible therefor has misappropriated an equiv- alent sum of money, but it may be difficult to produce satisfac- tory evidence as to when and how the defaulter actually took the cash. It is well known that a verdict of guilty is difficult to secure from a jury when the evidence consists largely of complicated and manipulated accounts. The defaulter's plea that his books were unfortunately mixed up, but that he never stole anything, appeals to the sympathy of the average man. If it can be shown conclusively, however, that certain entries are fraudulent on their face, it may be possible to prove a charge of forgery. An auditor should always be familiar with the law of his own State on this subject. Books as Evidence: Aside from the question of fraud, it is always desirable that books and records be kept neatly and ac- curately, and that they be complete and coordinate. In other words, there can be no possible argument against accurate and creditable books of account, but serious loss may result from inaccurate and incomplete records. In the course of time a con- siderable number of business enterprises are compelled to en- gage in litigation, either as plaintiffs or defendants, in which the books of account must be produced and ofifered in evidence and many cases are lost through lack of evidence on some vital point on account of insufficient or discreditable data. The auditor will have many opportunities of dealing with INVESTIGATIONS 507 the wrong kind of books, which experiences will serve as examples when he tells his clients what not to do. Loose-Leaf Records: It was formerly held that loose-leaf records were not proper and sufficient evidence, by reason of the supposed danger of substitution, but business custom and con- venience forced a change, so that to-day these records, when bearing on their face all the signs of regularity, are admitted without question. The chief point to bear in mind in any event is the effect on a jury. Carelessly kept bound books may have an adverse effect, while neatly kept loose-leaf records, in binders, may impress the jury as containing complete and dependable records of the trans- actions in question. Erasures : The matter of erasures is one to which the auditor should give some attention. It directly affects the neat-looking pages which some bookkeepers love, but it may be laid down as a general rule that an incorrect figure ruled out, and with the correct amount inserted above, always stands for itself, while an erasure or alteration is sometimes hard to understand. If it should develop at some later day that the altered figure is one required to base an action or defense upon, the position of the clerk responsible therefor is not an enviable one. The one great factor is accuracy, and to this beauty must, if there is need, be subordinated. Original Records Necessary: The foregoing remarks lead up to a consideration of the value of records which are merely tran- scripts of others, or to which the entries in other books have been posted. In England it is customary to keep certain original records in more or less "rough" form, and subsequently transfer the entries to "fair" books. In such a case the moment it is shown that a certain book is merely a copy of another, and was written subsequently, it loses most of its value and the original record is called for. If destroyed, the entire case might be lost. This possibility contains a twofold lesson : it emphasizes the desirability of making all original records part of the double entry system of accounts without rewriting, and in addition insures the preservation of records which may be called for when least expected. 5o8 AUDITING (i) UPON THE SALE OR PURCHASE OF A BUSINESS The professional auditor is now being consulted frequently by the man who wishes to sell as well as the man who wishes to buy. The former realizes that the services of an independent auditor are of the utmost value to him in stating the ramifica- tions of his business so clearly that he will not omit any favor- able aspects in dealing with a prospective purchaser. Likewise, the buyer feels that he cannot afford to depend on the represen- tations of the seller nor on his own judgment. One may pay too high a price and the other may sell at too low a price unless the professional auditor passes upon the proposition. It is generally recognized by leading accountants that when an auditor represents a prospective purchaser, much that is necessary in an ordinary audit may be omitted. It is safe and legitimate to assume that the seller will not underestimate his profits, nor his assets, and that he will not overstate his liabilities. Briefly stated, if the auditor finds actual net earnings and assets equaling the representations, and no more liabilities than are claimed, he need not spend unnecessary time on an inspection of the expense vouchers and similar work. The chief points of difference which may arise between an investigation of this kind and an audit, are the following : (o) Something more than figures are wanted. (6) Period covered. (c) Analysis of earnings and expenses. (d) Future requirements and economies. (e) System of accounts. (/) Elimination of unusual items. (g) Adjustments and qualifications. (h) Errors in the books. (0 Investigation on behalf of a retiring partner when the business is being sold to a continuing partner. (;■) Investigation for those in charge of reorganizations. (a) Something More Than Figures Wanted : The prospective purchaser of a business wants to know as much of its past history as a man does of his prospective bride. He usually contemplates joining fortunes for an indefinite period, and his associations must represent more than mere financial gain. Who is better equipped to pass on the enterprise from almost every point of view than an experienced auditor? INVESTIGATIONS 509 Most accountants feel that their full duty has been dis- charged when they submit a balance sheet and a profit and loss statement, together with such comments thereon as modify the figures submitted. Outside of these figures, they will not go, on the theory that to do so would mean a departure from facts into the realm of theory. Nothing could be more inconsistent! The figures shown are, with very few exceptions, estimates only. The stock-in- trade is always worth something more or less than the inventory valuation. The fixed assets vary in value to such an extent that book valuations are usually shown because actual values are un- known. The accounts receivable are valued on past experience, which may be deceptive. There may be contingent liabilities of large amount unknown and not provided for. Therefore, certain conclusions as to the conduct of the business, the trend of prices, and other general information may be compiled by the auditor and reported upon with about as much dependability as the accounts. What does a prospective purchaser want? It is not enough that the report of the auditor, the appraiser, or the engineer show that the assets, as represented, are in existence or that the earn- ings equal the guaranteed estimates. It is of quite as much importance to be assured that the management as it existed at the time of the examination was all that could be desired. Assets are sometimes accumulated and earnings realized through cumu- lative circumstances which are no longer a factor, or under the administration of men no longer connected with the enterprise. In the United States, new industries or special and ingenious processes may have been responsible for large profits which sub- sequently become reduced through the natural economic law of competition and imitation. Capital flows to unusually profitable enterprises as surely as water finds its level. Suppose the business under investigation has shown unusual profits up to the date of the last balance sheet. Is the auditor charged with the duty of forecasting a probable change? Per- haps not, but many enterprises have failed to maintain past profits, although the latter have been actual, and the auditor's certificates thereto true in all respects. In some cases bank- ruptcy has resulted within a year after the flotation of a stock or 5IO AUDITING bond issue, due entirely to a drop in gross profits, caused by com- petition, the removal of tariff protection, compulsory reduc- tion in rates by public authority or private demand, or reckless or fraudulent practices. The auditor is not and would not be held responsible for losses arising out of these contingencies, but if the dov^rnward movement were starting during the course of his examination, should he not convey his impressions to his client? It may be said that a prospective purchaser should think of these things himself. Perhaps he should, but he doesn't. The author has followed this line of suggestion more or less for some years, and has found that the comments are well received and always appreciated, even though his advice may not always be followed. An auditor who expects to perform a considerable amount of investigating in the course of his practice will find it very use- ful to compile statistics of various businesses. This may seem to be a formidable undertaking, but it may not be. It so happens that the proprietors of a business will hear that a certain auditor has just completed an examination of the books of some one in the same line as themselves. They feel that he has acquired spe- cial knowledge relative to methods, etc., which may be beneficial to them. It should be remarked in passing that only in the rarest cases has an auditor been asked to reveal any confidential information which he has secured from a competitor. But the auditor may for his own information compile statis- tics as to what a certain kind of business should earn, and what its expenses and costs should be. Without revealing the source of his information, he may be able to offer constructive sugges- tions or in the case of a purchase or sale,, or other investigation, he may be able to comment more intelligently on the accounts than if he were dependent entirely on the data compiled in each particular case. There is another line of investigation which is not often reflected in a report: are the accounts to which the auditor will certify, prepared directly from the current books of account, or are they the result of special compilation? If the latter, is the actual state of the books an indication of neglect or ignorance? Have the proprietors kept themselves informed as to the results INVESTIGATIONS 511 of operations through monthly or other frequent periodical state- ments, or have they waited for definite results until the end of their fiscal year, when an inventory is taken ? Have they, therefore, been dependent entirely upon intuitive knowledge, which is possessed more or less (chiefly less) by executives who scorn theory and accounts, and who boast of the value of practical experience? Are the departments coordinated, or do they run independently to such an extent that one does not know what the other is doing? Is it a fact that certain depart- ments are a law unto themselves, that they run along and write up copious records which are never used by those to whom they might be supposed to be of value? All of these queries and many more might be answered off- hand by an auditor who had completed an investigation into assets, liabilities, and earnings, but he could not properly report thereon unless he had been in contact with every department of the business. Having this information, why should he not report thereon verbally or in writing? All these suggestions have a bearing on the two thoughts which are uppermost in the mind of a prospective purchaser, viz., "Taking everything into consideration, is the business a desir- able acquisition?" and "How much is it worth?" The auditor may not wish to give a definite answer to either question, but he can furnish figures and other information which will be of the utmost interest. (b) Period Covered : As stated at the commencement of this chapter, the auditor should require definite instructions before starting an investigation. These instructions usually specify the period to be covered. As a prospective purchaser wishes to know absolutely all that is possible about the past, it is usual to verify the earnings for as many years back as time will permit. Three years would be a minimum, while ten years would not be too long a period for those who expect to make a permanent investment. As will be pointed out later, it is not necessary to audit the accounts in the usual sense. An analysis is all that is required. Therefore, it is very little more work to cover six years than three, unless, of course, the records for past years are incomplete or inaccurate. The longer the period, the more accurately will 512 AUDITING the trend of the business be shown. Most enterprises have good and poor years, and the respective recurrence of these is of great interest. In no event should the results of two or more years be lumped. A big year and a small year might make a satisfactory average, but few wish to invest in a business where the small year is the last. Therefore, each year must be shown separately, and averages never used unless the actual results of the last year or two are substantially above the average. The auditor must not fail to inspect the results between the date of the balance sheet and the time of the examination. The most recent month should be compared with the same month for previous years, and if an unfavorable result is shown, the fact should be reported. (c) Analysis of Earnings and Expenses : Gross Earnings : In an audit it is always important to verify the gross earnings. In many investigations the prospective purchaser is greatly inter- ested therein and is almost indififerent with respect to the net. He says that with his own appraisement of the physical property, and a personal knowledge of local conditions, he requires noth- ing additional except an accurate statement of the gross receipts or earnings of the enterprise in order to determine upon the price he is willing to pay for the property. The reason is that an expe- rienced executive knows, or thinks he knows, the proper ratio of operating expenses which will be incurred under proper manage- ment, and it is of little moment to him how much the old manage- ment has expended. This procedure is followed in connection with the sale of public utility companies oftener than with any other class. The sales or output of these companies is, of course, more nearly con- stant and dependable than with trading or manufacturing enter- prises. But capable men in nearly all lines are found willing to invest in a business with which they are familiar, and if reason- ably assured of a minimum of gross earnings, will undertake to guarantee a maximum of operating cost, irrespective of what the previous owner may have done. Recently a large and unsuccessful taxicab company was pur- chased by a competitor who was willing to guarantee a satis- factory profit on the purchase price if operated separately, and INVESTIGATIONS 513 an additional saving if consolidated with his own company. He had managed a business with exactly the same problems as those of his competitor, and had been able to produce a large profit out of smaller gross earnings. He knew the competitor's short- comings without seeing an analysis of its expenses. This illustrates the importance of a thorough understanding of the client's viewpoint before commencing an investigation. If a purchaser is chiefly interested in gross earnings, the auditor will take great care to state them properly, looking carefully into the sources of revenue, comparing one period with another, and noting any deductions therefrom in the shape of discounts, returns, allowances, etc. The latter should be deducted from the gross earnings and not included among the expenses. He will then state the expenses and costs as shown by the books and make such verification only as may be required. Net Earnings : On the other hand, if a prospective purchaser does not have any preconceived ideas as to the proper relation between gross and net earnings, the auditor will make his exam- ination exhaustive enough to enable him to prepare and submit full and complete analyses of expenses as well as earnings. The comparative statements of earnings will afford profit- able data relating to the progress of the enterprise. Of all busi- nesses in which a purchaser is interested, the one with a stable earning power and small but sure earnings is preferred to the one which fluctuates violently. Many business men manufactur- ing a novelty, or working under patents, have an unusually pros- perous year due to lack of competition or some similar cause. They immediately talk of incorporating or reincorporating on the basis of the one year's earnings, and commence to spend money as if it were an annuity instead of the returns from an exceptional year. The auditor who is consulted in such a case will do his client a kindness if he will point out the wisdom of waiting until he can show a good three or five-year average before he is justified in considering his business as on a stable basis, and one in which others will care to invest. Fluctuations must be noted and explained. Gross earnings depend largely on general business conditions, but costs and expenses do not, as a rule, vary to the same extent. 514 AUDITING It is necessary to obtain an analysis of the accounts and be able to report the various stages from gross earnings to net profits. In a trading business, for instance, the following form of statement brings out the information which a prospective purchaser requires : A B COMPANY Comparative Statement of EARNINGS AND EXPENSES for 3 years ended May 31, 1913 YiABS Ended 1913 May 31 Per 1912 Cent May 31 Per Cent 1911 Per ' May 31 Cent Gko33 Salis: Less Allowances and Returns NetSalea Inventory, be^nning of period Purchases, net Less Inventory end of period Cost of Sales Gross ProBt Ratio to Sales RatiotoCost Sbllinq Expenses: Salesmen's Salaries Salesmen's Expenses Commissions . . Advertising Catalogs Delivery Expenses Total Selling Expenses Ratio to Sales ADUnnSTEUTION AND GENERAL EXPENSES: Executive Salaries Office Salaries Office Expenses Stationery and Office Supplies Telephone and Telegraph Traveling Expenses Legal Expenses Rent Insurance . . . Light, Heat, and Power Building Repairs, and Maintenance Depreciation on Furniture and Fixtures Miscellaneous . :::::::: :::::: Total Administration and General Ex- penses Ratio to Sales Total Expenses Net Earnings Deductions: Interest on Loans, etc Net Profit INVESTIGATIONS 515 It will be noted that the percentages shown are gross profit to sales, gross profit to cost, selling expenses to sales, administra- tion and other expenses to sales. As an investigation implies a comparison of two or more years, these percentages are of more value, relatively, than the amounts. The net profit for each year being shown, the next most important thing is to know how it was made. If the sales were about the same for two successive years, the variation in the percentages of expenses would be most interesting, and to a prospective purchaser it might be a deciding factor to learn that while the selling expenses increased, the administration expenses decreased. Verification of Sales : It will be assumed that all sales except of recent date will be verified otherwise than through the sales records. That is, after being charged to the personal accounts of customers, if overdue they will be handled as doubtful accounts. As it is customary to accept recent sales as collectible, it is necessary for the auditor to satisfy himself that they are bona fide and not manipulated to produce a good showing just before the date of the balance sheet. The more common forms of manipulation are : (i) Inclusion of goods sent on consignment and approval as completed sales. This practice may result from ignorance, rather than fraudulent intent. (2) Sales or earnings may have been unduly inflated by charging out wholly fictitious quantities and amounts. Where the earnings arise from cash sales, the amount by which the earnings are to be increased is arbitrarily added to the daily receipts. At least one instance is known of the im- proper increase of street railway fares by a promoter who planned ahead to sell out. He knew that the purchase price would be calculated on a certain number of times the net profit realized, or be based on the gross earnings of the most recent period. It will be seen that if the good will of a property were to be sold on a basis of four times the average net earnings for the last two years, any method of increasing such earnings would at least double the cost thereof, i. e., the addition to cash sales of each $ioo would be divided by two to get the average for two years and then multiplied by four to arrive at the purchase price, thus yielding a profit of at least one hundred per cent for the fraudulent practice. A scheme of this nature must necessarily be planned ahead, which does not apply to most manipulations. This makes it 5i6 AUDITING extremely difficult to detect, and no general test can be devised which will surely uncover the fraud. The auditor who keeps constantly before him the possibility of fraud designed to inflate the earnings will have the best chance of discovering it. Where the legitimate cash sales or receipts are small, no one would be bold enough to inflate them to any considerable extent. Therefore, the most feasible method is to enter among the bona fide sales fictitious names, quantities, and amounts. This fraud will be disclosed to the auditor who investigates the average number of new customers' accounts opened within a given period. Any unusual increase would be worth while looking into in any event. If legitimate, the question of a continuation thereof would be important ; if not legitimate, it would be even more important to uncover the irregularity. If there has been an increase in prices shortly before the date of the balance sheet, the cause thereof should be investigated. Such increases are not always maintained, and it would be unsafe to depend thereon unless the most positive evidence could be secured of the propriety and wisdom of the change. It may also have been the case that special contracts have been undertaken which have realized large profits, but which may never be repeated. For instance, a small steam railway company reaped the advantage of a military encampment during a considerable part of one summer. The increase over its' normal traffic was enormous. Yet a prospective purchaser would have no assurance whatever of a repetition of such earnings. The period after the closing date up to the time of the investi- gation must be scanned closely for rebates, allowances, and returns to see if they constitute deductions from prior sales. Likewise, the subsequent sales will be inspected, particularly if suspiciously small, as it might indicate that shipments after the closing date were carried back and charged under false dates. The Turnover: Authorities differ greatly as to what this term means. The dictionary definitions are : "A completed com- mercial transaction"; "The money receipts of a business for a given period." The merchant who speaks of his "turnover" usually refers to his gross sales, but if his answer were analyzed it would be found that his reference was rather to his stock of goods than to the INVESTIGATIONS 517 sales value thereof. If he started his fiscal year with a certain inventory, he would endeavor to "turn it over" several times during the year. In this case it would mean the cost of the sales, because his inventory and subsequent purchases are entered at cost, and it is this stock that he is endeavoring to turn over to the greatest possible advantage. The banker does not look with favor on the borrower whose gross sales are not several times as much as his starting inventory, and it is a fair inference that sales and cost of sales are here used interchangeably. Uniformity is desirable in accountancy terminology, so the author suggests this definition : The turnover of a merchant or manufacturer represents the number of times his capital in the form of stock in trade is reinvested in stock-in-trade during a given period. To ascertain the turnover, take the starting inventory, add the purchases or cost of manufactured goods, and deduct the inventory at the end ; divide the total by the starting inventory. The result will be the number of times the capital invested in stock in trade has been turned over during the period. The capital invested in the stock and the physical stock itself may be used synonymously in referring to the "turnover" of a business. Profits on Fluctuations: Many enterprises using staple raw materials frequently buy their requirements in advance, and in numerous instances have found it more profitable to sell their entire stock on a rapidly advancing market than to operate their mills. This occurs oftener with cotton than with any other com- modity, but the practice obtains in other lines, such as grain, pork, copper, etc. If such profits are actually realized, they should appear as a special item in the current profit and loss account. On the other hand, if the transactions have resulted in a net loss, the most conservative method will be to include the loss in the current accounts, on the theory that an extraordinary profit should not be counted as operating income, but that safety will not permit a loss to be ignored, inasmuch as it will have to be paid out of current earnings. Decrease in Expenses: The expenses of all classes will be 5i8 AUDITING compared for a number of years. If there has been any consid- erable decrease during the period shortly before the balance- sheet date, a careful analysis should be made to determine the possibility of the omission of liabilities which have been incurred, but the entry and payment thereof postponed. The auditor must look at all expense payments after the clos- ing of the books; if unduly large, the vouchers should be examined and their dates noted, as some of them may be for expenses incurred prior to the close of the fiscal period. Advertising and Other Deferred Charges: It will be found that excessive valuations are frequently placed upon the pros- pective earning power of advertising and other forms of exploi- tation. In the publishing business, for instance, it has been con- sidered permissible to capitalize the expenses of establishing a magazine. There is no possibility nor expectation of recouping the preliminary expenses out of the earnings of the first year or two. If successful, the early advertising, etc., will have been justified and should be charged against the years which reap the benefit. In practice, however, the result is not ideal. Many period- icals have incurred large preliminary expenses, capitalized same, and have never been able to charge off any part thereof against earnings. Other publications which have shown a loss in their early years because no deferred charges were carried over have realized large enough profits in subsequent years to recoup all the preliminary expenses. It is a difficult matter to settle at best, but is doubly hard for a prospective purchaser. The best advice to give is to sug- gest that if the business has been running for some time, all such charges, unless very recent, should have been absorbed, and that if too recent to forecast the result, the purchase of the pros- pective profits arising therefrom is a pure gamble, modified per- haps by evidence, if available, of what similar advertising ex- penditure has produced in the past. Leases : If the concern under investigation does not own the land and buildings within which its business is transacted, the matter of the lease and renewals thereof is of the utmost impor- tance. It is safe to estimate that out of one hundred leases for a long term, or which provide for extensions, more than seventy- INVESTIGATIONS ^19 five per cent call for a higher rental during the later years than at the beginning of the term. Where the renewal rate is not fixed, it usually is to be based on an appraisal, and, in perhaps every case, it is contemplated by owner and lessee that the future rental to be fixed on such appraisal will be higher as a result thereof. Therefore, the prospective purchaser must ascertain defi- nitely whether he can retain the same premises for a reasonable time if he so decides, and whether the prospects for an increased business or other equivalents will compensate for the increased expense if a long lease is desired. Conversely a prospective purchaser may not be willing to buy the business unless it can be removed economically to a new location. In such a case a long lease might in itself prevent the consummation of the deal. Strange as it may seem, prospective purchasers do not always think of these matters during the early stages of negotiations. The auditor should ascertain the precise state of affairs with respect to the lease before he enters upon an investigation of earnings, the result of which has no interest for a purchaser who may not have known that a long lease on an ascending scale could not be disposed of. In other cases, a purchaser may be negotiating for several properties with the intention of consolidating them. It may be part of his plans to unite them all in one place. Obviously the terms of the leases, if any, are of extreme importance. Sometimes mergers are effected, and plants consolidated, leaving certain plants idle. If the plans of the promoters con- template leasing the idle plants at a remunerative rate, or leave out of consideration the continuation of the payment of rentals which cannot be evaded, a serious difference between estimated and actual profits might ensue. In conclusion, it cannot be stated too strongly that the loca- tion of a business may determine its success or failure, and any facts or opinions relative thereto which the auditor can furnish will be of the greatest interest to his client. Inventories: In an investigation for a prospective purchaser the question of inventories is one of the most important. Little need be added to the discussion on this subject on pages 107-112 except that the distinction must be especially noted between 520 AUDITING valuations properly incident to a going business and those which apply in case of a purchase. Naturally and properly the purchaser wishes to buy as cheaply as possible, and the seller desires to realize as high a price as he can secure. But in representing one or the other, the auditor cannot allow any such considerations to affect his mind in arriving at the earnings. The latter should be the same, whether prepared for a vendor or a vendee. Inventories vitally affect the profit and loss account and the good will of a business rests upon the profits realized. The result is that inventories actually fix or materially control the purchase price of the business, because the overstatement of an inventory results in an overstatement of profits. An auditor need not, and, as a matter of fact he cannot, be entirely indifferent to the interests of his client. If he represents a purchaser, it is almost certain that the seller will have stated the inventories at the highest possible price, so that he need not be particularly concerned about not doing justice to him. The experienced auditor will prepare a report the accuracy of which he can maintain before conflicting interests if misunder- standings arise, as is often the case when commercial enterprises change hands. Other Factors Which Affect Earnings: Inasmuch as all of the items of assets and liabilities, as well as all sources of income and every class of expenses, enter into the final adjustment of the profit and loss account, the auditor should not pass finally upon the amount of net profit or net loss, to which he will certify, unless he has covered, or intentionally left untouched, all of the procedure required in a balance-sheet audit. The practitioner who does not have his own program for an investigation is, therefore, referred to the chapters of this book describing a balance-sheet audit. (d) Future Requirements and Economies: An Auditor Should Not Prophesy : The author has taken the position that an auditor is bound to furnish to his client all of the information bearing on the investigation or audit which he believes to be reliable and relevant, and that he is by no means limited to the figures which any intelligent bookkeeper might compile. But it must be understood most positively that it is never INVESTIGATIONS 521 permissible for an auditor, as such, to certify to future earnings or future results. An auditor can express his opinion as to the effect particular transactions will have if applied to a future date. For instance, an auditor would be justified in stating that if a million dollars of bonds were sold at par the bank account would be increased by the same amount. But an auditor would not be justified in stating over his signature that if a milHon dollars of bonds were sold at par and invested in the business, savings would result sufficient to net an additional profit. This would be pure surmise, for unexpected losses or expenses might more than offset the savings, or the additional capital might be lost entirely through errors of judgment in its expend- iture. Business men and financiers frequently ask their auditors to calculate the effect certain changes will have on the results of operations. For instance, an auditor will be asked to prepare a statement showing the probable outcome if gross sales are doubled, with no proportionate increase in fixed charges. This is proper, profitable, and pleasing work for a public accountant, and he should welcome the engagement, but it must be distinctly understood, before the work commences and after it is finished, that his work is performed in the capacity of an accountant and not that of an auditor. He should refrain from submitting his estimates on paper which bears his name at the top or the bottom, otherwise there is a risk of the figures being put forth as if they were certified to. Great pressure is sometimes brought to bear on auditors to have them certify to what are in reality only estimates. It is an astonishing fact that certificates have been issued which are so worded that the untrainejd mind reads therein that the auditor is satisfied that if certain additional capital is raised, or something of that kind, there will be sufficient earnings to pay a large return thereon. The auditor who lends his name to such near-fraud should be expelled from any accounting body to which he may belong. There are a number of matters which affect the future upon which an auditor may and should give his opinion, and he may and should discuss the relation which such matters have to the past, but in no case should these be grouped in such a way 522 AUDITING that there can be read into the opinion a conclusion as to the future net profit or net loss of an enterprise. The author believes that this is the best test to apply when in doubt as to how far an auditor should go in furnishing information. Insufficient Capital: For instance, a business may have had insufficient working capital, and discounts may not have been taken advantage of. A prospective purchaser may ask that a report be compiled which will assume adequate cash capital. An analysis of past purchases may definitely fix the saving which would have been made, but the point at issue is whether or not a like saving can be realized in the future. If an auditor is aske'd to prepare a statement setting forth the past results and then stating that in his opinion the following period will produce a given result, assuming the saving of dis- counts, he is going far beyond his province. But if in his opinion the discounts will continue, or some equivalent thereof, there can be no valid objection to his stating in a certificate that assuming ample capital and upon the same volume of business there will be one item of saving, mentioning the amount. There may be other undue expenses or losses due to insuffi- cient capital, but most of the arguments advanced as to what would have been accomplished are fallacies. Naturally a prospective purchaser wants to know wherein economies can be effected or profits increased, and evidence may be available to prove the truth of the representations made. The most common claim is that the output has been too small, and that additional facilities would have meant greatly increased profits. Output, however, must be sold to produce a profit, and it is always easier to talk about a big increase in sales than to secure actual orders. Men who are partially successful fre- quently overestimate the buying capacity for what they sell. The market may readily consume all that is offered, but if the offerings were to double, the sales price of the whole might be reduced to an unprofitable basis. Large capital is by no means a guarantee of financial success, and any investigation into the capital required for a particular business, the effect of a lack of it in the past, and the possible returns therefrom in the future, calls for more acumen and gen- eral business knowledge than most men possess. Nevertheless, INVESTIGATIONS 523 there are times when an auditor can be of substantial value in such an investigation, and there can be no objection to his plac- ing at the disposal of his client the benefit of his experience, but for his own sake he must not permit the publication of a certifi- cate which can be directly or indirectly interpreted as a state- ment of future results. Comments on future requirements should always be accom- panied by a statement as to the average net capital employed in the old business. This will afford an opportunity for a pros- pective purchaser to arrange for additional capital if the old is inadequate. Economies Exaggerated: One has but to read some of the glowing prospectuses issued a few years ago to appreciate the difference between expectation and realization. Fortunately not much of the responsibility for the failure of many large enter- prises can be traced to auditors, but a part of the blame might not be improperly placed on their shoulders. It has been stated in these pages that an accountant should be available to make calculations and compile data, for which others would take the responsibility. This is true, but no public accountant should ever work in the capacity of a clerk. He may assist in the preparation of a statement which purports to show the economies to be effected by a merger of two or more con- cerns, but if, through ignorance or lack of experience, estimates are made which the accountant knows cannot be fulfilled, he should not hesitate to express his convictions, and if it appears that facts are to be ignored and the public deceived, he had better withdraw in order to avoid any possible connection with the enterprise. Almost without exception promoters have, or seem to have, visions of two or more plants being conducted on about the same expense ratio as the most economical of those merged. Econo- mies in all departments are prophesied, and, as a matter of fact, many are possible and are effected. But they are sorely needed to offset the extraordinary expenses and extravagances which seem to be a necessary element in the promotion and establish- ment of all such consolidations. To start with, vast sums are paid in cash or securities to promoters, attorneys, and insiders. Then engineers and account- 524 AUDITING ants must receive large fees, although far less in proportion than those paid the lawyers. The bankers, lawyers, anl others who become members of the board would not think of attending a board meeting at the dingy business offices of one of the old concerns, so a large and expensive suite of offices is secured "downtown." With expen- sive offices go expensive clerks, and so on down the line. How many poorly paid clerks and others must be dismissed at the works to pay a fractional part of the new and additional expenses which were not referred to in the prospectus ? If anyone thinks this description is an exaggeration, let him examine a few of the popular consolidations of about ten years ago. Former Owners' Attitude : Except in rare cases, the business which changes hands or consolidates with others has been pros- perous. It is conceded that the personal element is the most important factor in business life, so that if the personal attention of the former proprietor is not available after the sale takes place, it is absolutely essential that an equivalent be found, or the success of former years will not be duplicated. This is another of the matters with which an auditor is not usually concerned, but no one has a better opportunity to observe the relative position of each person responsible for the former prosperity than the auditor who investigates the finances of the business for a series of years. If the examination makes it appar- ent that one or more of the proprietors, managers, or other offi- cials were dominant in its affairs, there can be no reasonable objection to this fact being communicated to the prospective purchaser. Many men think that ordinary ability, coupled with plenty of money, can win success in almost any line of business, but this is not true, as may be proved beyond a doubt by examining for a while the bankruptcy announcements. Many concerns which start in business with ample capital fail because they are not properly managed. Other concerns with less capital, doing pre- cisely the same kind of business, during the same period of time, will realize large profits. One of the most striking instances is that of the wholesale grocery business. Here conditions are nearly equal. The same INVESTIGATIONS 525 kinds of goods are bought and sold. The same customers are available to all, yet in the same city one concern will earn large profits, while another doing a large business will not earn a dollar of net profit. It is due to the personnel of the manage- ment, and where successful executives can be retained, an auditor will not be exceeding his duty if he comments on the matter. Competition : Some business men wish to expand, or consoli- date, or do something else that sounds big just as soon as they have had one big year. It usually happens that the extraor- dinary profits earned have been due to a monopoly of a certain kind of product. Now economic laws will adjust an inordinate profit by stimulating competition. Publicity which follows a sale or the publication of earnings will, of course, spread the knowledge of large profits. An exception may be noted in the case of patented articles, where the continuance of a monopoly is protected by law. But where there are no patents of vital importance, the question of competition must be seriously considered. Another element which affects competition is the personal attention referred to in the preceding section. If the business deals in any goods which are dependent upon the taste of the public, it must be borne in mind that the public is very fickle. Popular demand may be increased by advertising or main- tained more or less by fair dealing and courteous treatment, but no one can foretell what the future will develop in the way of competition, and for this reason a prospective purchaser must think deeply before he commits himself to a proposition, which, to yield a satisfactory return upon the purchase price, will have to continue to earn so large a gross profit that there is an endeavor to keep the facts secret. How long an economic law can be arrested is for the purchaser to decide. (e) System of Accounts: Criticisms Should Be Postponed: In special investigations such as here discussed, the auditor should never express an opinion as to the condition of the accounts, except in a confidential report to the prospective pur- chaser. During the course of the work he must accept things as he finds them, and in order to secure the sympathy or coopera- tion of the office staff, he must be careful to praise anything 526 AUDITING which deserves praise, and refrain as much as possible from, criticizing accounts or methods which cannot be approved. When the purchase is consummated and the auditor is requested to submit suggestions and criticisms, then his work- ing papers should disclose full information available for use. Condition of Accounts an Index to Proprietors: There are some particularly shrewd bankers who make frequent purchases of properties, and in other cases furnish capital, who consider that an auditor's report on the condition of the accounts reflects very accurately the kind of men who have been running the busi- ness. If profits have been large and no accounts worthy of the name have been kept, it is apparent that these men have depended upon their own ability to earn money, and as this cannot be sold and transferred very readily it is not a safe plan to continue such incomplete records. Preparation for New System: Therefore, in their contracts the bankers sometimes insert stipulations along the following lines : (i) That within sixty days after the formation of the new company, public accountants satisfactory to the purchasers shall be employed to devise and install a modern system of accounts for the company which will permit of full and accurate reports of its operations and its financial condition being made at least monthly. (In many cases this provision is objected to, but bankers are anxious to have the accounts reorganized wherever dependable results are not readily available, and therefore hesi- tate to finance a company whose accounts are unsatisfactory.) (2) That said accountants shall be furnished all requisite information and facilities for carrying into effect such changes as may be necessary, and that the officers and employees of said new company shall cooperate with the accountants in the instal- lation and completion of the new system' within a reasonable time, which in no event shall exceed twelve months from the date hereof. (3) That the reports contemplated by said proposed new system shall be delivered each month to the board of directors of the new company, one copy thereof to remain on file with the secretary of the company, subject to the inspection of any mem- INVESTIGATIONS 527 ber of the board, and one copy thereof to be mailed each month to the purchasers, as long as the (preferred) stock is not retired. (4) That in the event of accountants being employed for the purposes heretofore stated, then the said accountants shall be retained to audit the accounts of the new company at least annually. If the system in use is satisfactory and accountants are not required immediately, they shall in any event be retained to audit the accounts at least annually ; copies of their report to be delivered and filed as set forth in paragraph (3). (5) If vendors do not name accountants satisfactory to purchasers, the latter may nominate and the vendors agree to employ the accountants so nominated by the purchasers and to carry out all of the provisions referring to accountants with the same efifect as if said accountants were appointed by the vendors. CHAPTER XXIX INVESTIGATIONS (Continued) ON SALE OR PURCHASE OF A BUSINESS (Continued) (f) Elimination of Unusual Items: Earnings: A purchaser profits from future business only. Large special profits may- have been made in the past, but his interest lies in the possible profits of the future. Necessarily these are based largely on past experience, but if there are items which probably will not appear under subsequent conditions, they must be eliminated from that part of the report upon which his opinion whether or not to buy will be formed. Income From Assets Not Taken Over : The auditor, in order to make an intelligent report, must have a copy of the purchase contract or option. In many cases there are items which appear on the books which are not included in the purchase price and which are to be retained by the vendor. It is important to ascer- tain whether any income from assets of this nature has been included in the current earnings. Interest on Deposits: If the bank balances have been normal, any interest thereon should not be eliminated unless it is known that the future bank accounts are not to bear interest. Many trust companies carry active business accounts and allow inter- est, but are not in as good a position to extend loans as National and State banks. Some firms carry many hundreds of thousands of dollars on deposit all the time, earning, perhaps, two or two and a half per cent, just because they always want to be ready for an emer- gency. It is not likely that anyone buying such a business would contemplate the same practice. Sale of Assets: The analysis of earnings will disclose whether anything has been included which represents profit on the sale of a portion of the capital assets. For instance, an old building or some land may be sold at an advance over the book value. This is clearly an extraordinary profit and must not be included among the earnings. 528 INVESTIGATIONS 529 The author was called upon to verify the earnings of a con- cern and found that among the current earnings were profits on the purchase and sale of the company's own preferred stock. Appreciation of Assets : It is a common error to assume that an appreciation in the value of land can offset the depreciation of plant. If a statement of earnings has been prepared from the books, and an appraisal shows that the assets are equal to the book value, but that the land has appreciated in value $100,000 while the machinery has depreciated $100,000, then the amount of appreciation must be ehminated and treated as an extraordinary earning and the depreciation included among the expenses and deducted from earnings. Insurance Profit : Where a fire has occurred, it may be found that the books show that a profit has been realized. This usually occurs where book values have been written down to be conserv- ative, but the insurance has been left undisturbed. As the assured is entitled to recover the sound or replaceable value of his property, he may be collecting for obsolete or abandoned machinery, etc. In such case, as the prospective purchaser, in order to be conservative, will follow the same system of charg- ing off, and cannot depend on a fire, the apparent profit cannot be included among the current earnings. Damages for Change of Grade, etc.: Other extraordinary receipts may arise out of damages collected from compulsory change of grade, a portion of the premises being condemned for municipal or public utility use, etc. These are all unusual items and are not apt to recur in the same business, so they cannot be included among current earnings. Expenses: There may have been special losses or expenses which the prospective purchaser can, or thinks he can, guard against. These, too, must be separately stated. Excessive Reserves: Just as some men decline to allow for known losses, such as bad debts, depreciation, etc., others insist on writing off all of their furniture and fixtures and create exces- sive reserves for other wasting assets. Since the passage of the Federal Corporation Tax Law, some corporations have entered excessive depreciation in their books. Upon a sale they would hardly admit that such charges were 530 AUDITING proper deductions from profits, and if the auditor finds that they are excessive, he will adjust the accounts accordingly. The auditor will endeavor to have the reserves represent actual depreciation or prospective losses. When they go beyond this they are in reahty part of the surplus and to be so treated. Defalcations: It is to be assumed that a prospective purchaser wise enough to employ a professional auditor to investigate the business he expects to buy, will, if he acquires the business, bond all employees and have the accounts audited periodically thereafter, so that any past loss through defalcation can be eliminated from the expenses. Auditors should impress upon new executives the value of surety bonds for all employees. Many employers who have post- poned action for many years never do get around to it, but a new proprietor can insist on this matter without offending any sensi- tive employee. Failure to observe this precaution has entailed enormous losses to some concerns. Fire and Other Losses Not Insured : Likewise, the purchaser will carry an ample line of all kinds of insurance, so that if there has been a fire loss not fully covered, or if an employee has been injured and no liability insurance has been carried, or if plate-glass windows be broken, etc., etc., the losses so sustained can be eliminated from the current expenses — which should include, however, a sum equal to the premiums on such insur- ance as if it had been carried. Another form of protection which prudent business men carry is "profit" insurance. This covers loss of the estimated profit which might have been earned had no fire occurred. The rate is about the same as for fire insurance, which in most manu- facturing plants is extremely low. It cannot be held, however, that an auditor can certify that the earnings of a certain business would have been a given sum if a fire had not occurred. If profit insurance had been carried, and the face of the policies collected, there could be no objection to stating the source of such receipts, but even then an auditor could not include the income so derived among current earnings. Actions at Law: Where any considerable expenditure has been made by reason of a verdict or compromise arising out of a suit on contract or infringement, etc., it might be that part of INVESTIGATIONS 531 such payment would be properly included among the current expenses, but that a part would be applicable to prior periods. The auditor must deal with such items on their own merits. (g) Adjustments and Qualifications: Partners' Salaries: In stating the accounts of a business in connection with a sale, it is customary to eliminate from the expenses the amount charged on the books as partners' salaries. This may be misleading, par- ticularly when the earnings are shown in support of an issue of bonds or preferred stock. For instance, the statement may be made that the net earnings of a partnership have averaged \ $48,000 per annum, this being four times the interest on an issue of $200,000 six per cent preferred stock. In arriving at the net profit, custom decrees that the partners' compensation may be omitted. It is true that unless mention is made of the amount it would be difficult for anyone without a knowledge of the facts to form an opinion on the matter. Partners frequently pay themselves large periodical sums carried on the books as salaries. Many others credit themselves with about the equivalent of the salary of a manager or good salesman, while in many cases no salary at all is allowed for. In the case mentioned it may be expected that after the cor- poration is formed, the officers (former partners) will insist on salaries unless they have stipulated that none will be voted or drawn. Such a stipulation is rare, so that it would not be unus- ual in a corporation of this size for salaries of $15,000 to $25,000 to be voted to the new officers. This becomes a charge to earn- ings, and thereby reduces the amount available for dividends on the preferred stock. In other words, the future net earnings will be largely diminished, perhaps half, through the change of name from "partners' withdrawals" (not an expense) to "officers' salaries" (an expense). Therefore a charge should be inserted for management salaries. In cases of financing there is frequently some contract provision fixing the amount so to be paid. In any event an intelligent estimate can and should be made. An auditor is never justified in signing a certificate omitting partners' compensation, unless the fact is clearly stated, and any reference to the bearing past earnings have on a bond or stock issue is qualified by this omission. Contracts : If a business is of such a nature that contracts for 532 AUDITING purchases or sales to be received or delivered in the future are the custom, it wrill not be sufficient to stop with the results of the last fiscal period unless the effect of the contracts outstand- ing at that time be considered. For instance, contracts may have been entered into for raw materials at a high figure, and at the time of the examination the market may be much lower. The inventory may have been priced at the lower price, but it is not usual to anticipate a loss on purchase contracts not represented by deliveries. If the contracts cannot be canceled, with the consequence that the new period is saddled with the necessity of buying mate- rials at an inflated price, the auditor will have to adjust the accounts accordingly. It may be that the prospective purchaser has full knowledge of the unfavorable agreements, but the auditor must not assume this. If it is stated that unfavorable contracts for purchases or sales can be canceled, something more than the word of an interested party will be necessary to con- vince the auditor. Taxes: While considering adjustments, the subject of taxes must be considered. It is becoming popular to levy taxes on whatever person or thing will stand it. In many localities real estate taxes are increasing steadily from year to year. At the time of the examination, if an assessment has been made for the following year, the auditor should inspect it and compare the amount payable thereunder with the previous year. As there may be an increase in the valuation as well as the rate, the increased taxes may be a sufficiently large factor to force a some- what lower price from the seller. Royalties: Where royalties have been paid under a license, and the financing provides for the purchase of the patents or copyrights, it may be permissible to eliminate from expenses the amounts paid in the past, so far as the possibilities of the future are concerned. But it may be unsafe to make the adjustment unless every detail of the acquisition of the patents is available and it is found that a clear saving will result. Verbal statements of this nature, relied on by auditors, have led to unfortunate experiences in the past. The adjustment must include a periodical allowance for the extinguishment of the price paid for the patent or copyright. INVESTIGATIONS ' 533 Orders of Public Service Commissions: In making investiga- tions of public service corporations operating within the juris- diction of a public service commission, the auditor should not fail to make a thorough inquiry into the question of whether any orders issued by the commission have not yet been complied with by the corporation whose accounts are the subject of exam- ination. Compliance with such orders might require the expend- iture of considerable sums of money — perhaps for purposes which will not result in a corresponding increase of revenue; instead of an increase in revenue, there may be only an increased expense for maintaining or operating appliances required to be installed. If the prospective purchaser had knowledge of the matter, he would be in a position to protect himself when con- ducting negotiations with the seller. In the absence of such knowledge, however, he would receive a severe shock on being required, after concluding the purchase, to make the entirely unexpected expenditures necessitated by the orders issued before his coming into possession of the property. (h) Errors in the Books : As heretofore stated, an investiga- tion is an audit for a special purpose. If the special purpose is the location of errors, then the auditor will proceed as in a regular audit and nothing additional need be said. But in other classes of investigations, the question frequently arises as to how far the auditor should, or must, go in order to satisfy him- self that the accounts are correct. For instance, in an inquiry into earnings, it is necessary that he should be satisfied that the income is at least as much as the aggregate to which he certifies. But suppose part of the income which should have been included has never been carried into the books, having been misappropriated, or lost through carelessness or neglect? As to this, the opinions of professional accountants differ. Some say that in investigating the profits -of a business with reference to a sale, an accountant is not expected to check the books and entries for the purpose of detecting falsifications, there being a marked difference between an audit and an investi- gation with a view to profits, that some defalcations could not be discovered without verifying footings, postings, and vouchers, and that clients do not desire, and are unwilling to pay for, a 534 AUDITING detailed audit. On the other hand, it is contended that an auditor is not justified in certifying to a balance sheet and profit and loss account unless an audit has been made. In the author's opinion, the test of what should be done depends upon the nature of the result to be attained. If an auditor is requested to examine the accounts of a business for a period of years, to state and certify to the net earnings realized and to the financial condition as of a certain date, then it is proper to restrict oneself to the actual work necessary, and additional work is superfluous. If income or assets have been omitted, and the omission could not have been detected unless a complete audit were made, nevertheless the auditor has fulfilled his duty. If expenses or liabilities have been omitted, the auditor cannot be excused even if a detailed audit were necessary to discover the omissions. No examination along the lines indicated could be considered as complete in any event unless intelligent analyses were made of the various income and expense accounts. Usually these analyses will disclose fraud or errors of principle if they exist. The final test of the sufficiency of the examination lies in the skill with which the work has been handled. If the auditor has brought to bear all of the care and skill which might reasonably be demanded of an experienced practitioner, then he cannot be held morally or professionally responsible for well concealed errors or omissions, but it must be remembered that the degree of care and skill called for is much greater than is expected or legally demanded from an inexperienced person or one who does not hold himself out as a professional auditor. (i) Investigation on Behalf of a Retiring Partner When the Business is Being Sold to a Continuing Partner: When the re- tirement of a partner is caused by his death or by physical dis- ability, a "continuing" partner may also be a "liquidating" part- ner. In such case the continuing partner is charged with a greater degree of responsibility than that to which the purchaser of a business under other circumstances would be held. The continuing partner is in the best position to protect his own in- terests, and the auditor's connection with the liquidation of the old firm will most frequently be as representative of the retiring partner. INVESTIGATIONS 535 The auditor will need to do all the work which is usually included in an investigation made for an intending purchaser, but there are, in addition, certain other phases of the situation which should receive consideration, and it is these of which men- tion will be made. It is only equitable that the assets should be valued on the basis of a going concern, and it is clearly the duty of the auditor to see that they are not undervalued. It would be most satisfactory to have independent appraisers employed to value such assets as plant and stock in trade, due consideration being given both to the circumstances of the case and the rights of each of the partners. Frequently, however, this is not done, and the business is liquidated by the continuing partner, who himself values the various assets. While specific rules to be followed can hardly be laid down, it should be observed that in cases of doubt as to values the absent partner should have the benefit thereof. This is only fair, as the surviving or continuing partner is in a position to secure what he believes to be his rights, whereas the retiring partner, through death or absence, is not in the same position to urge the consideration of his rights. It is an established rule of law that a liquidating partner must not take advantage of his position, and this of itself is sufficient reason for his deciding all doubtful cases in favor of the absent partner. Accounts receivable and any other choses in action should be "worked out." The continuing partner is not entitled to any commission for his own services in this connection, though he should be reimbursed for the actual expenses incurred for cler- ical work entailed thereby. Discounts and other allowances credited to customers upon settlement of the outstanding accounts should be carefully scrutinized. Goods returned by customers subsequent to the date of dissolution would ordinarily be taken into the stock of the new business, and, unless particular attention is given to this class of transactions, the charge which should be made to the new business and credited to the liquida- tion of the old might very easily be overlooked. Unless the total amount involved is very small indeed, all credits to old customers other than for cash should be analyzed. Those which are for goods returned can then be made the subject of further investi- gation. 536 AUDITING The valuation of the stock on hand is likely to present con- siderable difficulty. The usual rule of valuing the stock at "market or cost, whichever is lower," does not necessarily apply in such a case. The liquidating partner is under obligation to secure the largest return for all the assets of the business, and he has a right to sell the stock to himself, which he is in effect doing, only if he is willing to pay as much, or more, for it than could have been secured from anyone else. This is not to be construed as meaning what could have been secured at a forced sale. The fairest valuation would probably be the cost of duplicat- ing the stock as of the date of dissolution, due allowance being made for obsolete or imperfect stock. If the inventory includes only staple goods, little difficulty will be encountered in ascer- taining the present cost of duplicating them. If the goods, how- ever, have been made to special order, or are otherwise difficult to value, estimates could be secured from manufacturers for making similar articles or the actual sales of the goods in the inventory could be traced and the customary rates of gross profit applied to estimate the cost. These matters should be covered by an agreement. In drawing such agreements the auditor should be consulted. If it be agreed to value the stock on the basis of cost, it is to be remembered that this would include not only the original purchase price of the goods, but also freight, cartage, and any other direct charges for handling and placing the goods in stock. It is sometimes urged that the term "cost" in such a case should include interest from the date of purchase to the date of the inventory. This does not seem logical, however, inasmuch as, if market prices were still the same as at the date the goods were bought, the fact that the goods had been in stock a number of months would not add to their value. On the contrary, the longer the goods had been on hand the greater the probability of their already being, or becoming at an early date, unsalable. Profits realized or losses sustained on the completion of contracts made prior to the dissolution of the partnership are to be apportioned between the retiring and continuing partners. Inasmuch as the retiring partner shared in the expenses of secur- ing the contracts and participated in the risk of undertaking them, it is only fair that he should participate in the profits INVESTIGATIONS 537 derived therefrom. On the other hand, he should also help to bear the burden of any losses sustained in carrying out contracts which were made prior to the dissolution of the partnership. There is no reason why the continuing partner should be called on to bear the burden alone, unless a specific agreement is reached under which the continuing partner takes over the con- tracts at specific values and assumes all further risk in connec- tion with their completion. To do this it would, of course, be necessary to secure the consent of all other parties to the con- tracts, so that the retiring partner or his estate be released from all liability for the execution of the contracts. Usually the most equitable method of valuing machinery and fixtures would seem to be cost less proper depreciation allow- ances. If this differs materially from the cost of reproduction at the present time (also making allowance in this case for accrued depreciation), the valuation will probably have to be made the subject of compromise between the parties. While the correctness of the balance sheet is of preeminent importance in an investigation such as the one under considera- tion, the correctness of the income account is likewise of impor- tance if the good will is to be valued on the basis of past earn- ings. It is also necessary to review the expenses entering into the income account for a period prior to the date of dissolution so as to see that no prepaid expenses which would apply sub- sequent to the date of dissolution have been absorbed by the old business. The retiring partner will, in due course, be debited with his proportion of all expenses chargeable to the old firm, even though they may not have appeared among the liabilities stated on the books at the time of his retirement. Prepaid expenses applying to the new business would not, however, be so likely to be brought into the liquidation account if they were absorbed in the operations of the old firm. There are still other questions, such as partners' salaries and interest on partners' accounts, which will need to be carefully considered in the light of the partnership agreement. (j) Investigation for Those in Charge of Reorganizations: There is an increasing demand for the services of accountants in connection with reorganizations. The special features of such examinations are admirably expressed by A. Lowes Dickinson, 538 AUDITING C. P. A., in his paper "Accounting Practice and Procedure," which appears in the American Association Year Book for 1908 : The consideration of a plan for the reorganization of a property which has been reduced to a condition of insolvency requires a full and accurate knowledge of all the existing conditions with regard to the property and its past and probable future earning capacity. The elements to be in- vestigated and determined will, therefore, be as follows : (i) The sources and nature of the gross earnings and the prospects of any increase therein without further expenditures for development. (2) The cost of operation, with particular reference to the effect thereon of bad management or bad organization, and to the possibility of remedying these conditions ; and the proportion which the cost of opera- tion has borne and may be expected to bear to the gross earnings. (3) A comparison of the gross and net earnings and capitalization of the property, with some actual or desirable standard, so as to determine the proportion which one should bear to the other if the reorganization is to prove successful. (4) Hence to arrive at the total interest-bearing and dividend-paying capital, which the reorganized property will stand on some fixed interest basis. (5) The rank of the different classes of obligations having regard to the property pledged as security therefor; the margin of security; the rate of interest; the date of maturity; the equivalent par value on the basis of the standard rate of interest adopted for all classes ; and, if practicable, the extent to which the properties specifically mortgaged show sufficient earnings to meet interest on the indebtedness secured thereon. This class of information will probably require a report from an engineer or other expert on the value and the condition of the physical property. (6) Following upon the determination of these factors, a considera- tion of the various separately mortgaged divisions of the property, with a view to determining whether any should be abandoned to the bond- holders, rather than be included in a reorganization. And here it is im- portant to observe that the contribution of any specific piece of property to the general organization is not necessarily measured by its ability by itself to earn interest on the obligations secured thereon. Numerous other factors will enter into a consideration of this point, and it may easily appear that a property earning little or nothing toward payment of its obligations is sufficiently valuable to the organization, as a whole, to be retained, if. possible. (7) Another important factor is the amount of new money required to be introduced for the purpose of paying off the floating debt and rehabilitating the property, and the best method of raising such money, whether by the issue of new prior lien securities ranking in front of or on an equality with those issued in exchange for existing mortgages, or by assessments on junior classes of securities, In the latter case it is im- II INVESTIGATIONS 539 portant that sufficient inducement be given to the junior classes, in the proportion of new securities issued for old, to induce them to pay these assessments; while for the assessments themselves, the securities issued should represent the par value of the cash paid in on some reasonable market valuation. (2) INVESTIGATION FOR CREDITORS, ETC. Auditors are frequently called upon to make examinations the scope of which is practically limited to certain accounts about which the most complete detail is required. For instance, a manufacturer may desire to extend a large line of credit to a jobber or merchant, and before doing so wants to know the latter's capacity for handling his line, as well as to know that his financial condition and method of doing business are satisfactory. Investigation on Behalf of a Present or Prospective Creditor : Examinations along these lines may be divided into two general classes : For bankers or note brokers who propose to loan on the promissory notes of the borrower, or for bankers who propose to bring out bond or preferred stock issues. For individuals or business concerns who propose to make advances for various purposes, or who have extended or who ex- pect to extend credit on open account. In the main, the points to be observed have been discussed in the chapters on the conduct of a balance-sheet audit, but there are certain special precautions which may, with propriety, be enlarged upon at this time. (a) Examinations for Bankers Extension of Business: The most important line of exami- nation, after ascertaining the assets and liabilities and analyzing the profit and loss account, is an inquiry into the plans for the future which have been adopted or which are under considera- tion. The average business man is not content with a stationary business. He wishes to expand for the purpose of increasing his profits, decreasing his expense ratio, and perhaps the most com- pelling of all reasons is his ambition to outstrip his competitors. If his floating debt has been burdensome, he may have been 540 AUDITING obliged to keep within certain bounds as to capacity and pro- duction, but the moment he is financed it seems almost inevitable that new liabilities are incurred sufficient to use up the additional supply of credit almost before it is available. Accountants do not always feel concerned with this phase of business life, but as the lender should have some means of deter- mining the use to which his money is to be put other than that supplied or promised by the borrower, he naturally looks to the professional auditor. True, he has looked in vain in many cases, and this may explain the reason why so many banks, bankers, and financiers have secured the services of men who can secure and impart the information required, irrespective of the fact of whether or not they have the degree of Certified Public Account- ant. Collateral v. Integrity: Which is better, to loan money to a dishonest man on ample security, or to a perfectly honest man who wishes to borrow on his own name and who cannot furnish collateral? The former may seem to be more advisable, but there are disadvantages in doing any business whatever with a man who cannot be trusted. Therefore, no matter how good the collateral may be, the banker wants more information, and the auditor may be able to furnish it. Facts relative to previous business experiences, pos- sible failures or embarrassments caused by speculation, etc., will be secured from the mercantile agencies, but inside information relative to the personnel of the organization can be furnished by the auditor. Experience has demonstrated that where partners quarrel, or where one does all the work, trouble will follow. Large con- cerns, solvent so far as finances go, have been placed in the hands of receivers because of internal dissensions. A banker does not want to make a loan which may be paid off eventually by a receiver, even if the assets are double the liabilities. Then one or more departments of the business may be weak. The sales force may be highly organized and efficient, but if the manufacturing department is poorly managed, or is not coordi- nated with the sales department, the results will not be satisfac- tory. If no criticism is justified and a man's honesty is unques- INVESTIGATIONS 541 tioned, a banker may prefer the risk to the apparent safety of a loan secured by collateral. It has been said that "a crooked borrower is always a wise window-dresser," and this observa- tion may be enlarged to remind the banker that crooked bor- rowers when negotiating a loan sometimes offer collateral to which they do not have title. Future Business: During the progress of any audit which comprehends a balance sheet, there should be available full data with respect to future business and the means whereby it is pro- posed to finance it. Schedules of orders booked, the time estimated to complete same, the cost of the raw materials, labor, and other manufactur- ing expenses, the time within which the proceeds of sales will mature, the dates by which the liabilities for purchase will have to be discharged, and many other factors are all to be compiled and put into readable and dependable form. If funds are to be furnished to meet pressing obligations, and if any increase in the business means the tying up of additional cash for a considerable period, then there may be a hesitancy about supplying the needs unless a stipulation is furnished that additional business will not be sought until the funds with which to finance it are in sight. The auditor who can secure informa- tion of this nature may be helpful to the banker and even more so to the borrower, for it is of no permanent advantage to the latter to be tided over one period of stringency merely to be plunged into another and more serious situation. Bank Loans to be Repaid: The auditor must bear in mind that the banker whom he represents in these investigations is considering the investment of deposits which are chiefly pay- able on demand, therefore he is not contemplating the making of a permanent loan, but one which will be repaid within a compar- atively short period of time. If a banker were looking purely for security, he would invest a large portion of his funds in real estate mortgages. The security might be better than commer- cial paper, but the maturities would be from one to three years, and hence entirely unsuitable for his purposes. If the auditor ascertains that the prospective borrower does not expect to "clean up" at least once a year, he should so report to his client. 542 AUDITING (b) Investigation for Purely Credit Purposes The credit manager of a business concern or the representa- tive of a capitalist who contemplates extending credit to a pros- pective borrower or debtor must proceed along somewhat dif- ferent lines than the professional auditor, whose duty is to report upon actual conditions, and upon whom the responsibility is not laid of having to determine immediate action, based more on the estimated outcome of the future than on present financial strength. For instance, an auditor might ascertain and report that a certain man had cash on hand of $100,000 and no debts. He would have no further responsibility thereafter, unless it were shown subsequently that there were undisclosed liabilities. We will assume, however, that the facts were as reported. The credit manager might have an entirely dififerent task before him. He should use the same means to ascertain that the $100,000 was actually on hand and free from liens, and that there were no liabilities, but his work would then, in a sense, be merely beginning. He should ascertain the past and present moral and business reputation of the man ; he should have an accurate and complete history of his business career; he should question him in detail as to what he intends to do with the money; whether his proposed business venture calls for a capital of more than $100,000, and so on. It has been said that the credit manager must always look out for three essential elements in passing on a credit basis, viz., character, capital, and capacity, three "C's," and therefore easily remembered. The author feels that there are so many points of contact between a professional auditor and a credit manager that this opportunity should be taken to discuss the similarities of their work, with a view to standardizing as much of it as possible. It is not contended that the auditor should attempt all the manifold duties of the credit manager, nor that the latter should burden himself with the technical knowledge required to make a detailed audit. It is, however, urged, without fear of contradic- tion, that an auditor would be able to render better service to his clients if he could acquire some of the instincts of the successful INVESTIGATIONS 543 credit manager and keep constantly before him, when making investigations involving proposed credits or investments, many of the requirements which the science of credits has found to be essential. Likewise, who will deny that the credit manager could perform his work more easily and scientifically if he were conversant with the principles, and could take advantage of the experience, underlying the practice of professional auditing? During the six months ended June 30, 1912, there were 8,317 business failures throughout the United States with liabilities of $108,012,223, and resulting in losses to creditors of at least ' $50,000,000, and the number of failures is steadily increasing. In a very large proportion of these cases credit could not be secured if the debtor were obliged to submit his books to an examination by a professional auditor. Is it unreasonable to suppose that the general use of auditors to verify the accounts of concerns seeking credit would save ten per cent of this annual loss of over $100,000,000? If a saving of over ten millions of dollars could be effected by the expenditure of, say, one million, would it not be worth while to attempt to save another ten per cent or more by compulsory audits of all concerns seeking credit? Unscientific Methods: Such methods affect business suc- cess quite as much as anything else. The auditor may find a satisfactory surplus of assets, but if carelessness or incompe- tence exists in the accounting and other departments, a day of reckoning will surely arrive. Signs of carelessness or incompetence may be found in lax collection methods. More than one failure has resulted from a policy of allowing collections to take care of themselves. The precise procedure followed should be ascertained and reduced to writing. The "follow-up" system must be examined very carefully. It may be that the system is good, but that it is not being followed. Then the relation between the departments must be looked into. Coordination here is absolutely essential to success. Sometimes a credit department will claim that the salesmen are so anxious to sell that a considerable part of the business must be refused. This brings up the question of coor- dination among the various departments of a business. If it is lacking, one of the elements of failure is present. 544 AUDITING An investigation into the methods of doing business thus becomes a necessity where one is looking into the future proba- bilities of success or failure. Almost anyone can sell goods, but to insure financial success they must be sold at a price which will yield a satisfactory profit and to customers who will pay. Here again the methods of the prospective debtor are all-important, and the representative of the lender or creditor not only has the right to know whether or not scientific methods are in force, but it is his positive duty to ascertain whether or not such is the case. Lack of Capital : It is said that more failures result from lack of capital than from any other cause. It may seem superfluous to state that it is better to do a small but safe and profitable busi- ness than to attempt to trade beyond the limits of capital employed; but this overstretching is going on all the time. It is a point on which the auditor and credit manager can secure accurate information from the balance sheet, but this must be supplemented by an inquiry into plans for extensions to plant, commitments for large purchases for future delivery, and similar negotiations. Credit Risks : The passion of a salesman is to sell ; the dread of a credit manager is to pass a credit which will produce a loss. Between the two may lie the secret of a successful business and large profits. The burden is upon the credit manager, and he cannot escape it by turning down every order about which any doubt exists. The conclusions upon which he will base his final decision in any case are dependent upon so many different circumstances that they cannot be enumerated here, but it may be mentioned that the margin between the cost and selling price of an article is one of the most important factors to be considered when the question of the acceptance or rejection of an order is to be settled. If the gross profit is large, it is obvious that more risk may be taken than where the margin of profit is too small to admit of any material amount being set aside for bad debts. In some lines the gross profit is so large that it would be more economical to sell everybody than to maintain a credit department; in others it is equally unnecessary to maintain such a department, because all goods must be shipped sight draft against bill of lading. The point seems obvious, yet many INVESTIGATIONS 545 accountants and credit managers do not differentiate between the rules to be observed, which makes their general advice of little or no value. Insurance: A professional auditor does not always inquire into the sufficiency of insurance of all descriptions, but it is believed that the successful credit manager has this constantly in mind. Auditors now see the importance of this line of inquiry, and among certain firms it is an integral part of the audit pro- gram. Fire insurance is only one of the lines which should be investigated. If the personality of a partner or an employee is of great value, life insurance might be desirable. Except in a very few lines of business, such as railway or taxicab, a reason- able amount of liability insurance, both public and employers', should always be carried. Profit insurance is frequently as important as fire insurance, especially where a seasonal business is conducted, and large pre- liminary expenses, such as advertising, are incurred, and where a total loss would result if a factory were to be destroyed. Errors of Principle: It is not enough that a concern's finan- cial statement shall look well, for sometimes actual conditions are concealed through errors in bookkeeping. This state of things exists in more cases than is generally known. For instance, in a contracting business the bookkeeper, in closing the accounts, closed all of the credit balances in individ- ual contract accounts to profit and loss. He did not realize that all of them were not completed and that a considerable liability existed in respect of the cost of completion. His balance sheet showed a much better financial position than the concern deserved, but the bookkeeper maintained that it was correct until he was shown how inaccurate it was. Errors may be honestly made, and yet they will bring ruin on a concern unless discovered and rectified. Failure to provide for depreciation is the most common dereliction, and excessive charges to asset accounts is a close second. The auditor is always on the lookout for such errors, whether intentional or unintentional, but few credit managers realize the importance of ascertaining whether or not the books of a prospective debtor have been regularly examined by a public accountant. , 546 AUDITING Fraud: Under this class the auditor will find far too many- examples. The bankruptcy courts are full of cases in which creditors have been grossly deceived. Many of these are so flagrant that it seems impossible that the debtor should have been able to incur such large debts, yet the fact is obvious that credit managers by the hundred and business concerns by the thousand extended credit to these bankrupts to an aggregate of tens of millions of dollars. The schedules of the bankrupts' debts speak for themselves. The most surprising feature of the whole situation is that in many cases the most cursory examina- tion of the bankrupts' books would have revealed to the trained auditor that gross fraud was being practiced. A more intimate relationship between professional auditors and credit managers would prove to the latter that the auditor can be of inestimable service in many ways. Character : Last but not least is the element of character. In modern business it is almost concealed, owing to the impossi- bility of continuing the personal relations between bankers and borrowers. The modern borrower's balance sheet may be sub- mitted to hundreds of bankers. But the author would not like to see the audit program of the auditor or credit manager omit all consideration of character. The banker has to consider primarily the present ability of the borrower to repay the loan, but further than this his business foresight will make it possible for the banker to size up his man and determine whether there is not some inherent lack of char- acter in him, either moral or executive, which may at some future time make the risk more hazardous than if he were entirely normal. Some unprincipled business men pay all of their debts, but many are found in the bankruptcy courts being relieved of their obligations, and subsequent success does not incline them to pay the debts thus discharged. The honest man may fail honestly, but if he can he will pay in time, and we may be thankful that there are many such. Therefore let the auditor and the credit manager study human nature and analyze the conditions presented to them not only from the financial standpoint but from a moral point of view as well. INVESTIGATIONS 547 (c) Investigation in Patent Litigation An investigation to ascertain profits realized in the manu- facture of patented articles, where infringement of patent rights is claimed, and the claim is sustained, or when an examination is ordered pending a decision, presents several novel features, as compared with an ordinary statement of profits. It is not intended to discuss the matter from a legal point of view, and it may be that the principles hereinafter set forth might not be upheld by the courts in some jurisdictions. It is the author's experience, however, that most of these cases are settled out of court owing to the enormous expenses involved in the taking of testimony before masters, who are usually appointed where matters of account are involved. The following procedure, therefore, may be taken as the result of actual practice, following negotiations which usually involve concessions on both sides, rather than settled rules laid down in judicial decisions. General Accounting Principles Do Not Govern : The prelim- inary conferences in a matter of this sort naturally bring out opinions which differ radically. The injured party will claim, everything that can be imagined, and the defendant will produce a statement which shows that the manufacture of the infringing article has been attended with ruinous losses. From the begin- ning it is a question of gradually drawing the lines closer, until each has stripped his case of redundant matters and the issue is joined. It will be found that ordinary accounting principles do not form the basis of the claim nor of the defense. The following are exceptions to accepted practice: There would seem to be no excuse whatever for apportioning any part of the general expenses as a part of the cost of the busi- ness. The infringers would have had these expenses to pay in any event in order to carry on their legitimate business. If the principal, business of the defendants consists of manu- facturing or dealing in infringing articles, then it may be proper to include a certain part of the general expenses, but items of a questionable nature should not be included. As defendants are not supposed to have pushed the sale of 548 AUDITING the article, it hardly seems proper that any credit should be claimed for special exhibitions. Where the same kind of materials are legitimately used in the manufacture of other goods handled by the defendants, and the purchases are not earmarked at the time for any particular department, it would seem improper that credit should be allowed for any materials not clearly identified as having been used in the infringing product. Based on similar accountings, the defendants are not entitled to place a scrap valuation upon materials remaining on hand when they were compelled to stop the sale of the article, but they could be compelled to scrap the articles on hand at that time, and would not be entitled to any credit whatever for the entire cost of the manufacture of said stock. It does not seem conceivable that the defendants would be permitted to make a profit out of their wrong-doing, and this would be the result if general expenses and similar items were included, as the tendency would be to reduce the expenses of conducting their legitimate business. If they have been ordered to account for the profit made by them in the manufacture and sale of articles, the court will undoubtedly hold that the word "profit" as here used means the difference between the proceeds , from the sale of an article and the prime cost (that is, labor and material) of such sales, and that the cost of goods on hand at the end of the period should not be treated as an item of cost for which credit can be claimed. (3) FRAUD Following the discovery of a defalcation may be heard expressions of surprise, based on the fact that the defaulter was a trusted employee. It does not seem to occur to most people that, generally speaking, no one but a trusted employee has an opportunity to defraud others. Many trusted employees prove recreant to their trust every year, therefore mere business pru- dence demands some form of supervision over all those who have a chance to appropriate to their own use the property of others. In the preceding chapters an attempt has been made to out- line the procedure required in audits of various natures, but the procedure there referred to was not intended to cover those cases INVESTIGATIONS 549 where a particular person is under suspicion or where a partic- ular forin of fraud is suspected, or has been discovered, and where it is important to locate the guilty party or parties without delay. Then, again, it may be that an audit has been made along usual lines without developing anything wrong; but it is found that an employee is living beyond his means, or is constantly seen in bad company, so that a special investigation becomes desirable. The point immediately arises as to whether there are any special checks, or verifications, which are not usually resorted to in an ordinary audit, but which might be useful when applied to specific cases. Possibilities to be Studied : In all cases where suspicion exists the quickest way to locate fraud is to ascertain definitely the opportunities which are normally open to the person suspected, and the possible chances which may not be usually open to such person, but of which he may have taken advantage. For instance, the treasurer of a company may be known to be spending more than his income, and an inquiry is ordered. If the business is at all large, it is obviously not worth while to commence the investigation in the same way as a general audit, but the wise course would be to look into the matters under the personal charge of that officer. Any securities sup- posed to be in his hands should be called for, and the method of handling cash transactions should be inquired into. If he has always insisted on opening the mail, it may be that customers' accounts have been tampered with ; if he has assumed personal charge of the periodical reconciUation of the bank's pass books with the bank balance, it may be that funds have been withdrawn from the bank and not reported. If the gross profit is unexpectedly small, it may be that stock is being stolen or that fictitious purchases appear in the books. Extent of Fraud : Frequently the professional auditor is not called in until the defalcation has been disclosed and his services are desired to fix the total. In such a case experience is invalu- able, for the position of the auditor may be a most difficult one. The defaulter usually is called upon to give, or proffers, his assistance, and professes to be most anxious to help get at the whole truth. He will state the total amount as positively not exceeding a certain total, and his employer is apt to believe him 550 AUDITING and to doubt the auditor, whose experience warrants him in stat- ing that thieves rarely tell the truth, and that defaulters hardly ever know the extent of their own fraud, and when they do know will understate it materially in the hope that their attempts at concealment may be at least partially successful. There is only one safe rule, and that is to calculate every possible source of income open to the defaulter, the maximum amount of such income, and the longest time possible during which the fraud may have been going on. Records are often destroyed and many sources of income cannot be traced subsequently ; therefore it is never wise to take the word of a defaulter for the amount of his theft. Attitude Toward a Defaulter: Whenever possible the defaulter should be required to attend and assist the auditor. This does not mean that his word is to be taken blindly or that he is to be left alone with the books, but he can do no harm, and in countless cases his presence has been of the greatest assist- ance. Here the experience and skill of the auditor have full play. By the exercise of tact he may persuade the criminal to disclose many things which the closest examination of the records would not reveal. A clue is often as valuable as a complete disclosure, and it rarely happens that a trained auditor spends any consider- able time with a defaulter without discovering directly or inci- dentally the system employed and other valuable information. No one knows so well as professional auditors how small a proportion of these crimes are made public, but defaulters themselves seem to feel intuitively that if they promise to tell all they know and to make restitution, all will be forgiven and forgotten. Unfortunately, from the standpoint of example this is often too true, but even though it is true there can be no objec- tion to an auditor pointing out to the defaulter the fact that if he lies to him (the auditor), it will aggravate his possible punish- ment. If an examination is likely to result in litigation, the audi- tor must pay particular attention to any admissions or statements by the suspected party. The chairman of a board of water commissioners kept a cash book showing his receipts and disbursements. When the balance was ascertained by auditors appointed by the munici- INVESTIGATIONS 551 pality, the chairman was informed of the amount shown by the book to be due from him, the correctness of which he did not dis- pute. On being asked if he could explain the balance against him, he said he could not, and being then tojd that it would have to be reported to the authorities, he replied : ''Well, you will just have to report it." When he refused to pay subsequently and suit was brought, the court held that this was sufficient evidence upon which to recover the balance. This supports the principle of law that the statement of an account need not be confined to the original parties. The auditor may have an exceptional chance to secure an admission, and if there is any likelihood of its being used later, he should reduce it to writing at once. This record may be useful in refreshing his memory. The Millwall Dock Case: This is one of the English cases usually cited to illustrate fraudulent methods of manipulating accounts. The managing director instructed the superintendent to overstate accrued charges for storage and for advances made for account of customers. There were 200 ledgers and 12,000 open accounts. The open items were taken off on sheets, certi- fied by superintendent, chief clerk at docks and ledger clerk, and the summary was signed by the managing director. Rates were excessive, but calculations were correct, and the auditors verified the footings and calculations. Outstandings grew from $uo,ooo in 1870 to $1,150,000 in 1898. Of the latter amount $1,000,000 was fictitious. For most of the period, the managing director received a fixed salary, and thus did not parti- cipate directly in the fraud, except that he kept his job. The auditors could have discovered the manipulation at any time if they had footed every other page, instead of every page, of the sheets on which the outstandings were listed, and spent the time thus saved in testing the accuracy of the charges as transferred to the sheets. Or a subsequent test to ascertain whether the accrued charges at the former audit were realized would have disclosed the system of fraud. One hour thus spent would have been sufficient to reveal the fraud, as the charges were uniformly excessive. The Bank of Liverpool Case: This is another celebrated English case. 552 AUDITING The ledger clerk forged the signature of a depositor to a cheque and stated that the payee was his mother. He had the cheque cashed and did not charge it to the account of the de- positor whose name. he forged when it came in at balancing time, but debited some other account, reversing the entry next day. When pass books of those with whose accounts he tampered came in while auditors were there, he secured the books and forged the audit clerk's initials therein. The bank inspector saw the initials and did not verify the settlements. While the internal audit may here be blamed, yet the case illustrates the possibilities of fraud when a dishonest clerk con- centrates his energies upon thinking out a scheme to outwit those who are engrossed in the routine work of a large enterprise. CHAPTER XXX HOLDING COMPANIES Consolidated Balance Sheets and Profit and Loss Statements : In the face of the Sherman Act, business combinations are being formed daily. They may be in flagrant or in reasonable restraint of trade, or they may deal with concerns operating solely within the boundaries of a single State and thus escape Federal prose- cution and be subject to State regulation only if buying or sell- ing necessities. Politicians and friends of the "plain people" may cry aloud that competition must and shall be preserved, but the real fact is that business men will compete up to a certain point only, and any law which prohibits competitors who are losing money from coming to an understanding or consolidating is doomed to ulti- mate failure. Auditors will therefore be called upon more and more to investigate proposed consolidations and to advise with respect to their accounts after mergers have been effected. It is not intended to discuss the economic features of holding com- panies. Any one interested in this phase of the subject is referred to the paper by William M. Lybrand, C. P. A., which appears in the Year Book of the American Association of Public Account- ants for 1908. Balance Sheet: The usual statement of assets and liabilities published by a holding company is wholly devoid of the informa- tion an investor or stockholder seeks. On one side appears a huge sum opposite the caption, "Securities of Subsidiary Com- panies." Then there will be another item representing advances (usually huge also) to subsidiaries; there may be a httle cash, but other assets are scarce. Nor is the lack of information found in connection with the so-called "trusts" only. There are a great many combinations of small concerns, and with these the failure to render intelligent accounts is quite as-marked as is the case with larger enterprises. 553 554 AUDITING The chief criticism leveled against these formal statements is that in the absence of data relative to the quick assets and lia- bilities of the subsidiaries, no opinion can be formed as to whether the concern as a whole is properly financed or whether there is absolute need of additional working capital to prevent bank- ruptcy. The balance sheets of some holding companies show among the assets the net assets of the subsidiaries. That is, from the accounts receivable and inventories will be deducted the accounts payable, the resulting balance being shown as an asset. This is obviously wrong. The trade debts may be out of proportion to the assets and may be overdue and pressing. Strong pressure is sometimes brought to bear on an auditor to induce him to prepare the balance sheet of a holding company so that it will indicate a stronger financial position than actually exists. The best answer to such a request is a positive declara- tion on the part of the auditor that proper accounting procedure requires a certain form of balance sheet and that there will be no deviation therefrom. Form of Balance Sheet: As just stated, the form of the balance sheet is of great importance. Mr. Lybrand, in the paper heretofore mentioned, covers this point: It is now very generally recognized, however, that the submission of the balance sheet of the holding company only does not furnish the owners of the company with the information as to its real financial position to which they may justly consider themselves entitled. The holding company was, as heretofore stated, organized for the purpose of acquiring the capital stocks of affiliated companies, and thus effecting a combination which would bear the test of adverse legal scrutiny. While each company under this scheme retains its corporate identity, and is in the eyes of the law a separate corporation, yet there is a virtual consolidation of ownership, the results of which can be properly expressed in a statement of their accounts only by consolidating the balance sheets of all the companies into one balance sheet, eliminating therefrom the inter- company stocks, bonds, and accounts which indicate the relation of one company to another and not to the public. A consolidated balance sheet, therefore, is intended to reflect the financial position of the whole group of affiliated companies, considered as one undertaking. In a typical balance sheet of this character, the following grouping and arrangement of the assets and liabilities has been adopted: HOLDING COMPANIES 555 ASSETS : LIABILITIES : Property Account. Capital Stock of Holding Corpora- Deferred Charges to Operation. tion. Investments. Capital Stocks of Subsidiary Corn- Sinking and Reserve Fund Assets. panics not owned by Holding Current Assets. Corporation. Bonded Indebtedness. Current Liabilities. Sinking and Reserve Funds. Surplus. When a holding company purchases the capital stock of another com- pany, the price paid for this capital stock presumably represents the hold- ing company's estimate of the value of the equity in the subsidiary com- pany's assets. This price may be greater than the combined capital stock and surplus account of the subsidiary company, in which event the dif- ference must be assumed to denote the value of the subsidiary company's good will, or other assets, not appearing on its balance sheet, otherwise, if they were included there, the cost of the capital stock to the holding company would be exactly equal to the combined capital and surplus of the subsidiary company. On the other hand, if the price paid by the holding company, for the capital stock of the subsidiary company, is less than the combined capital and surplus, the difference must be assumed to express the amount at which the assets of the subsidiary company are overvalued on its books. In consolidating the "Property" accounts of the subsidiary companies (their property accounts including good will, trade marks, franchises, etc., as well as tangible property), the total must, therefore, be increased or reduced by as much as the cost of the capital stocks of the respective subsidiary companies, as at the date of their purchase by the holding com- pany exceeds or falls below their combined capital and surplus account. It might seem at first thought that the surplus accounts of the sub- sidiary companies should not be applied as stated in the foregoing para- graph, but that they, together with the surplus accrued subsequent to the purchase by the holding company, should be combined and their aggregate entered on the consolidated balance sheet as the surplus of the whole un- dertaking. The fallacy of this statement has been proven in various ways. Perhaps the most simple and direct argument is somewhat along the fol- lowing lines: the surplus of a corporation, generally speaking, represents the balance of earnings which have accumulated from its operations, and which have not been paid out to the stockholders, applied in immediate reduction of valuation of assets or reserved for the ultimate replacement thereof. As a surplus can accrue only during the operating of a company, it is fairly obvious that the holding corporation prior to its organization cannot have earned such a fund, and that therefore it would be entitled to merge into its consolidated surplus account only the balances of profits 556 AUDITING accumulated by the subsidiary companies during the period of their own- ership by the holding corporation. Further, as the amount paid by the holding company for the capital stock of a subsidiary company represents the holding company's estimate of the equity in the subsidiary company, and as that equity is presumed to be represented by its capital stock and surplus account, it follows that in the process of consolidating, the capital stocks of the subsidiary com- pany in the holding company's books will be eliminated, as will be the capital stock and surplus account on the subsidiary company's books. The surplus account being thus absorbed, cannot, of course, appear again as a surplus in the consolidated balance sheet. It will be noted from the foregoing that all intercompany- accounts are eliminated, thus exhibiting the debts due from the public and to the public. Any other form of balance sheet which includes as assets accounts due by one company to another, and as liabilities accounts due from one company to another, is mis- leading and useless for the purpose of disclosing what will be realized from the quick assets and the amounts which will have to be paid. Accounts Receivable: Where advances have been made to subsidiary companies by the holding company itself, the aggre- gate thereof will appear among the assets of the holding com- pany, but the auditor should never permit the item to be stated in such a manner as to sustain a belief on the part of any outsider that the receivables are due from debtors other than subsidiary companies. Quoting again from Mr. Lybrand : Frequently other large items of assets are advances made to the sub- sidiary companies for which the latter may have issued their notes in favor of the parent company. Such advances are usually made to provide for extensions or additions to the plants of the subsidiary companies after they have been acquired by the holding company, or they may have been made for the purpose of furnishing additional funds to purchase larger stocks of materials, to carry contracts requiring considerable time to complete, or for any other legitimate business purpose. If the moneys advanced have been for the purpose of adding to the plants of the subsidiary companies, it may be that these loans will subsequently be funded by the subsidiary companies through the medium of mortgage bonds, which, if sold to the public, will enable the subsidiary companies to discharge their debts to the parent company. Or possibly, if the whole of the authorized stock of the subsidiary company is not outstanding, a further amount may be issued and delivered to the parent company in settlement of the ad- vances, thus changing the form of the asset on the holding company's HOLDING COMPANIES 557 books from an account receivable to a security ownership. It is improbable that such a course would be pursued except in very special instances, as the holding company would doubtless prefer to appear as a creditor of the subsidiary company rather than as an owner of more shares of its capital stock, because, if the subsidiary company were unprofitable and it became necessary to wind it up, the holding company would claim, with the other creditors, its proportion of the realizations from the subsidiary company's assets. Such a position, we believe, would be assumed by the holding company in the absence of direct ruling to the contrary, but serious doubt has been cast recently on the ability of a holding company to sustain such a contention where it is the owner of the entire capital stock issue of the underlying company. Advances made by a parent company to its subsidiary companies are not always represented in the latter by tangible property. Such advances may have been made to recoup the subsidiary company for losses sus- tained by it in operating. The advances appearing on the books of the parent company would, under such conditions, be nominal assets only, and as such in a balance sheet of the holding company they should be offset by a reserve sufficient to provide for the whole or such part of them as may be represented by losses. Profit and Loss Account: Certain holding companies con- tinue to show as gross earnings only such dividends as have been received during the period from the subsidiary companies. Such practice merits the strongest censure. The author has heard it contended that inasmuch as the only legal method which a cor- poration has of distributing profits is by means of dividends, it would be most improper for a holding company to take credit for part or all of the earnings of a subsidiary company which had not been so distributed. This sounds well in theory, but in prac- tice it is the argument of dishonest men. Almost invariably the sole reason for taking advantage of this technicality is that one or more of the subsidiaries has incurred a net loss in excess of the aggregate profits of all of the companies, and the manage- ment of the holding company, wishing to conceal such loss, seeks by subterfuge to justify the action. An auditor cannot be too positive on this point. Wherever a holding company owns and controls one or more subsidiaries, the profits or losses of the subsidiaries must be stated for the same period as that of the holding company and consolidated. Any other method may lead to gross abuse. The directors of a holding company, the sole income of which was the dividends of subsidiaries, could withhold dividends from 558 AUDITING prosperous companies while they were accumulating the stock of the holding company, and would be lavish with such dividends whenever they desired to sell their holding company stock. This is not mere supposition on the part of the author. Holding com- pany profit and loss accounts are made up in the manner indi- cated, and inexperienced professional auditors are sometimes • induced to certify to their accuracy, being misled by the appar- ent legality of the procedure. As experienced and reputable auditors invariably decline to permit their names to be connected with a form of statement which is dishonest in fact if not in theory, this caution as to the profit and loss account of holding companies should be taken advantage of by an auditor who may have the matter presented to him for the first time. Ernest Reckitt, C. P. A., relates the following incident : I have in mind a case where I was called in to make, as I supposed, an audit of the books not only of the "Holding Company," but also of those of the subsidiary companies, and was amazed to find that it was proposed to have me audit only the "Holding Company's" books. Upon explaining that I could give no certificate on such audit, the most specious arguments were advanced and the president of the company attempted to use the full force of his strong personality to persuade me to defer to his wishes, which naturally only made me suspect still more the motives which actuated him. Finally, and with great reluctance, they handed me the books of the subsidiary companies, and I found out that two of the companies had made losses aggregating over $200,000, no part of which losses had been taken care of on the books of the "Holding Company," though they had been careful to bring on to the books of the "Holding Company" the profits made by other subsidiary companies. One year later, the "Holding Company" and most of the subsidiary companies were in bankruptcy, as they deserved to be. The author was called upon several years ago to audit the accounts of a holding company in a large Southern city, and of all of its subsidiaries. The latter included enterprises of differ- ent kinds, but as the holding company owned practically all of the stock of each underlying company, it was necessary to con- solidate the operations of the entire group in order to show its exact net earnings. Unfortunately, several of the concerns were not profitable, and the consolidated profit and loss account was not a document to be proud of. HOLDING COMPANIES 559 One of the subsidiaries, however, was quite prosperous, and its net earnings in themselves were sufficient to pay interest and dividends on the holding company's bonded debt and capital stock, but the losses of the other companies seriously depleted the funds of the holding company and rendered dividends impos- sible. A short time afterwards, the president of the company appeared in New York with a large block of the holding com- pany's bonds for sale. He submitted to the bankers, not the auditors' report, but a statement showing the earnings of the profitable subsidiary and ignoring so far as possible the existence of the other companies, and the bonds sold readily. Quoting Mr. Lybrand on the matter of the preparation of the profit and loss account : Most of the comment that is applicable to the consolidated balance sheet is pertinent to the consolidated profit and loss account. In the con- solidated profit and loss account transfer of profits from subsidiary com- panies to the holding company through the medium of dividends will be ignored, and the earnings, expenses, and charges of the several com- panies will be combined and stated as though the corporation were one enterprise. In the consolidated statement, therefore, will appear the entire gross earnings of the group of affiliated companies. Such gross earnings will represent cumulatively the operations of the several underlying companies, i. e., merchandise transformed into a marketable condition by one com- pany and transferred to a second company for further manipulation and sale in a different form would appear in the gross earnings of each com- pany and their aggregate in the consolidated profit and loss account. While on the surface it would seem that there is a duplication of gross earnings under this method, it is probably the only practical way in which to state them where there is a large number of companies with very many manu- facturing processes. Again, as the property account of the various subsidiary companies are consolidated in the balance sheet, it would seem that the gross opera- tions of those companies should likewise be aggregated in order to show the relation of the volume of business to the property investment. From such gross earnings will be deducted the entire operating costs incurred in producing those earnings, the balance resulting being then subject to the addition of income of a miscellaneous nature, and the de- duction of expenses which are not applicable directly to the manufacturing and producing operations. In stating the consolidated income and profit and loss account there will probably be some difference of opinion as to the point at which charges S6o AUDITING other than for ordinary operating should rest, in order that the current net earnings of the undertaking may be shown. It is fairly clear that from the gross earnings must first be deducted the costs in labor, materials, and operating expenses incurred in pro- ducing those earnings, in order that a— let us call it manufacturing— profit may be shown. It is true that in an industrial enterprise, which includes mining, land and water transportation, as well as many forms of manu- facturing, such an expression is in a sense a misnomer, but as the mining and transportation are really tributary to the manufacturing, the title might stand. It is true also that there are so many different kinds of products, with varying rates of profits included in the gross earnings that comparatively little use can be made of the figures as a basis of com- parison from year to year. Nevertheless, as it is impossible in a con- densed statement to show the volume and profit of each line of business, the aggregate figures will give the stockholder some information as to the total business, and, in a rough way, the rate of profit thereon for com- parison with preceding periods. From the gross profit so ascertained would be deducted the adminis- trative, selling, and general expenses, virtually common to the whole enter- prise, and chargeable against the operations as a whole. The resulting balance will be subject to adjustments because of extraordinary items re- lating to operating, but which cannot be included fairly in the current operating costs ; and by income from investments other than those rep- resenting the holding company's ownership of the subsidiary companies. The balance then carried forward from the current profit and loss to the income or general profit and loss account will be reduced by reason of reserves for depreciation, replacement, sinking fund requirements, etc., which are properly appropriated out of current earnings. Logically, such items should be deducted before the balance of current profits is struck, because the depreciation and replacement reserve at least are charges directly connected with operating, but as heretofore remarked, deprecia- tion statistics are not sufficiently accurate, and the practice of reserving for depreciation is not yet common enough to justify the inclusion of such charges with the ordinary operating costs. Further, if they are stated separately, attention is drawn to the fact that reserve for depreciation has been made and to the amount of that provision. The balance of profits, after deducting the foregoing reserves, shows the position of the earnings with respect to the interest payable on the debt of the subsidiary and holding companies. It may be held that interest on bonds of subsidiary companies (being a lien which must be deducted by the subsidiary company from its earnings before it can appropriate the remainder to the holding company) should be applied before the balance of current earnings is shown. It is suggested, however, that it is pre- ferable 'to embrace all of the interest on the funded debt of the com- panies in one group, in order that the total thereof may appear; also because the bonded debt of the subsidiary companies may change by reason of new securities of the holding company being issued in lieu thereof. HOLDING COMPANIES 561 or it may be reduced through the operation of the sinking funds, in either of which events the interest charge would be lessened and a comparison of operating profits from year to year disturbed. After the deduction of interest on the bonded debt, the balance re- maining represents the profits available for dividends. Partial Ownership of Subsidiaries: The foregoing remarks apply where the holding company owns all of the stock of the subsidiary companies, but in those cases where the holding com- pany owns part only of the stock, some adjustment of the con- solidated profit and loss account may be necessary. Where a profit is shown, the amount to be included as the share of the holding company is the proportion the stock owned by the holding company bears to the total capital outstanding. It must be assumed that the minority stockholders will event- ually receive through dividends their share of the profits. Where a loss is shown, and where losses form the chronic condition of the subsidiary, it may as well be recognized that the holding company will have to assume all of it. This, of course, applies only to those cases where a subsidiary company is so largely owned by the holding company that the minority interest cannot be depended upon to advance its share of the funds neces- sary to take care of the loss. The holding company may carry these advances as an asset, but the auditor will place such a value upon these items as the facts warrant, and it is reasonably certain that the final result will be to include all of the loss in the consolidated profit and loss account, although something less than one hundred per cent of the stock of the subsidiary is owned. Comparative Statements: Where the accounts of several subsidiaries, operating along substantially the same lines, are examined, one very important object is to endeavor so to state the accounts that the results are reduced to a uniform basis. Many adjustments may be necessary to take care of local condi- tions, etc., but no form of presentation is clearer or more valuable. Where comparative costs are feasible, it is important to ascer- tain the amount of the plant investment, as it may be that the costs as reported do not include depreciation nor interest. The latter is usually omitted from costs on the ground that it is a profit on capital employed and therefore cannot be an element of 562 AUDITING cost. Admitting this, "without prejudice," it might nevertheless serve to conceal actual lack of ability on the part of the manager of one factory as compared with another. One might keep twice as much capital tied up in raw materials and goods in process as the other, and where units of costs are stated in fractions of a cent, the interest on the excessive capital employed might be sufficient to prove the superiority of one manager over another. CHAPTER XXXI INTEREST The professional auditor should be thoroughly acquainted with the various methods of calculating interest. There is a remarkable lack of uniformity among business houses, and even banks, on the subject. The audit clerk who verifies interest col- lections or interest payments feels relieved if his own calcula- tion agrees within a few dollars with the amount received or paid and lets 'it go at that. As the "few dollars" multiplied a number of times will aggre- gate a considerable sum, it is important that the auditor famil- iarize himself with, and require his clerks to learn, the laws and customs governing interest, so that when a test is made it will be done intelligently, and if the amount received is insufficient or the amount paid is excessive, a report may be made thereon with confidence in the correctness of the criticism. The three factors entering into the calculation of interest are principal, rate, and time. Principal: Is simply the amount on which interest is to be calculated. There are two methods of reckoning principal. In bank discount the principal is regarded as the entire face of the note. For example, the bank discount on a note for $i,ooo pay- able at one year at six per cent would be $60, and the proceeds paid to the customer would be $940. It will be noted that here the customer has the use of only $940 for one year, and yet he pays interest for the use of $1,000 for one year. The actual prin- cipal on which interest should be chargeable is only $940. The fictitious principal, on which interest actually is charged, is $1,000. The true principal in such case is found by the following proposition : 1.06 : I.CX3 :: $1,000 : X which gives a present value of $94340 for X In spite of the foregoing facts, it is now thoroughly Avell settled by universal usage that this system of bank discount will 563 564 AUDITING be permitted by the courts, even though it does actually effec- tuate usury. The right is expressly given to national banks by U. S. Rev. Stats. Sec. 5197, now Sec. 5197 of the U. S. Compiled Statutes. The right is also given to New York Banks by Section 74 of the Banking Law of that State. But the practice of anticipating the interest in this fashion has been held not to authorize the charging of interest on the anticipated interest in case such interest is not paid at the date of the execution of the note. In the case of First National Bank v. Davis, 108 111. 633 (Sup. Ct. 111., 1884), a note was given for $8,000 at one year at ten per cent. It was renewed at maturity. The renewal note, instead of being for $8,800, was for $8,880, made up as follows : $8,000 principal, $800 anticipated interest, and, as the bank did not receive the $800 anticipated interest on the date of execution of the renewal, but merely took the debtor's promise to pay the $800 at one year, the bank added 10 per cent of this $800 (or $80) to the face of the renewal note, making it total $8,880, as stated. The court held this to be usury. The question of principal also occurs where payments are made on an old account which is drawing interest. Under such circumstances the debtor sometimes claims that all payments should apply on account of principal; but unless there is a clear and specific agreement that they shall be so applied, the rule is well settled that such payments are applicable in _ the first instance to all arrears of interest before any application can be made on account of principal. The question of principal is also involved in cases dealing with compounded interest. It has been held that interest may be added to and become a part of principal at stated times and under certain conditions, and the question of whether or not this is permissible will sometimes determine whether or not the transaction is usurious or otherwise. This is a point upon which an auditor is frequently required to pass. Loan accounts and book accounts between interrelated enterprises sometimes run along for years without a final settle- ment. When a statement is desired upon which a settlement may be based, there is always a temptiation to state the transac- INTEREST 565 tions in as short rests or periods as possible, the interest being calculated and included in each balance carried forward. This results in compounding the interest, is illegal, and should never be permitted by the auditor. It may be a hardship to the lender, as compound interest would be legal and proper in such a case if the accounts had been written up properly at the time, interest actually entered in the books, and statements prepared therefrom and submitted to the borrower or debtor. If not objected to at the time nor within a reasonable time thereafter, the transaction would have the legal effect of an account stated, and each new starting balance, although including interest calculated at shorter intervals than a year, being acquiesced in, would be binding. In the absence of special custom or agreement, however, interest should not be compounded. Rate of Interest: This rarely or never admits of dispute ex- cept in those cases where a note, contract, bond, or other obliga- tion is made in one jurisdiction, to be paid or performed in an- other jurisdiction without specifying the rate of interest, and the legal rate of interest in the two jurisdictions is different. Then the question sometimes arises whether the rate at the place of making the note or the rate at the place of payment is to govern. A similar question arises where one rate of interest is the legal rate at the time of making the note, contract, or bond, and another legal rate is in force when the obligation falls due. In the absence of an intention to the contrary shown by express stipulation or otherwise, the rate of interest is to be regulated by the law as it existed at the time and place of mak- ing the contract, and not by the law existing when the debt falls due or when the remedy is sought. (8 Cyc. 310.) It is well settled, however, that the parties may contract for the legal rate in either place and the contract will govern. Time : The time which interest is to run gives rise to a wide diversity of practice. There is an underlying principle which is of very general, although not absolutely universal, application, and it is this, that if the first day of the interest period is included in the computa- tion, then the last day shall be excluded ; and if the first day is excluded, then the last day is included. The parties can, if they S66 AUDITING will, contract otherwise. (See Blanchard v. Hilliard, ii Mass. 85-) Custom in Banks and Trust Companies: In Kirkbride & Sterrett's "The Modern Trust Company" (page 84), the rule is stated to be : "In computing interest on loans, the actual number of days is taken. If the day on which the loan was made is included, the day of payment is not counted." It is more or less common, however, for banks to count both the first and last days when the interest is payable to themselves. This custom will not override the common law rule unless the parties expressly agree to it. The bank that figures time thus at the full legal rate of interest in the State of Vermont is guilty of usury, but not corrupt usury. Bank of Burlington v. Durkee, I Vt. 399. The bank that does this same thing in the State of Virginia is not guilty of usury at all. Crump v. Trytitle, 5 Leigh 251 (Court of Appeals of Virginia, 1834). In the Crump case, last cited, the court even held that it was proper for the bank to charge interest not only on the first and last day of the original note, but also on the first and last day of successive renewal notes, the result being that the bank received double interest on every day that a renewal was executed. Many banks follow that custom, although some banks are content with charging the first and last day on the original note, and not on the renewal note. The legal fiction of the common law was that a day is indivis- ible, and therefore even if a customer received his discount money just before closing on the date of his note, and paid it immedi- ately after opening on the date of maturity, he would still, in strict contemplation of law, have had the use of that money all of both the terminal days, and on that fiction the decision in the Crump case was undoubtedly sound law. Whether it was equi- table or not is another question. Where banks, however, have to pay interest, instead of re- ceive it, they apply a widely dififerent rule. First: They quite generally credit interest on deposits only the day after deposit, on the theory that most deposits are made by cheque and it takes one day on an average to collect through the clearing house. Second : Some banks provide that deposits made between the INTEREST 567 second aild the fifteenth of the month shall draw interest from the fifteenth ; and that deposits made between the sixteenth and the first of the following month shall draw interest from the latter date. Assuming a uniform volume of deposits for each day of the month, this arrangement is advantageous to the bank as against its depositors in the ratio of 2 to i. Third: Savings banks quite generally provide that deposits made between the first and fifth day of the month shall draw interest from the first, while deposits made after the fifth shall draw interest from the first day of the following month. Assuming a uniform volume of deposits for each day of the month, this arrangement is to the advantage of the bank as against its depositors in the ratio of 5 to i. Fourth : Some banks allow interest on savings accounts only by full calendar months. Fifth : Some banks provide that if the depositor makes a withdrawal during any semiannual interest period, he thereby loses all interest which may have accrued thereon since the last interest date. This rule works largely to the profit of the banks and to the loss of the depositors. As to how far an auditor may wish to criticize these rules is a question for individual determination. The fact is, however, that most business men know nothing about the customs with respect to interest. They can negotiate for a low rate of interest on loans or a high rate on deposits, but they do not know that their bank may have established arbitrary interest rules which yield them a greater profit than other banks exact. It may therefore be proper for the auditor to examine into the whole matter and report thereon to the client. Custom Among Business Houses: Business and commercial houses as a rule count only the first or last day, but not both, when they figure interest. Custom Among Stock Brokers: Stock brokers settle pur- chases the day following the sale, and they debit the customer's account on the day of settlement. In charging monthly interest to the customer, the broker includes both the day of settlement and the last day of the month. The broker justifies this by 568 AUDITING showing that he, in turn, is compelled to pay interest on his loan to the bank in like manner by including both the terminal days of the period in his calculation. The stock broker, by rendering accounts monthly and cal- culating interest for the same period, compounds the interest monthly. New York Clearing House: In its ofHcial announcements, the New York Clearing House includes the first day only and excludes the last day. The Treasury Department of the United States: In the Treasury Department it is provided that : Only one of the two days of date and due date of an obligation is taken into account in stating the time for which interest is to be calculated. The Unit Period : Interest, either expressly or impliedly, is at such a rate "per annum." Where the interest runs for one month, quarterly, or semi- annually, the proportion is one-twelfth, one-fourth, or one-half of a year. A month is held to be one-twelfth of the year, no matter whether the month have twenty-eight, twenty-nine, thirty, or thirty-one days. Both of the foregoing rules are in force universally and are sanctioned by the rules of the United States Treasury Depart- ment. Where the interest runs, however, for so many days, there is a sharp diversity of opinion as to whether a calendar year of 365 days (366 days for a leap year) or an artificial year of 360 days is the proper unit of calculation. The New York Clearing House calculates interest on the basis of 360 days to a year. For instance, the interest on $1,000 from January i, 1912, to March 12, 1912, at 4 per cent per annum was officially calculated as $7.89. This represented 71 days on a 360-day-to-the-year basis. It has also been held by the courts that the artificial year of . 360 days is a proper basis. State Bank of North CaroHna v. Cowan, 8 Leigh 238 (Court of Appeals of Virginia, 1837). But the better rule, at least in modern times, would seem to be that the calendar year of 365 days is the proper basis. INTEREST 569 N. Y. Firemen Ins. Co. v. Ely, 2 Cowen 705 (Supreme Court of New York, 1824), held that taking interest on the basis of 360 days to the year was usury. Chap. 148 of the Acts of Massachusetts of 1909, approved March 6, 1909, entitled, "An Act Relative to the Computation of Interest on Bonds and Notes in DeaHngs with the Common- wealth," makes the year of 365 days the standard for all loans to or by the Commonwealth. After many vicissitudes, the State of New York now has in force the following (Sec. 58 of the General Construction Law of New York) : "The term years in a statute, contract, or any public or private instru- ment, means 365 days, but the added day of a leap year and the day im- mediately preceding shall, for the purpose of such computation, be counted as one day ... the term year means twelve months, the term half year, six months, and the term quarter of a year, three months." The rules of the Treasury Department of the United States Government are as follows : In calculating interest for a fractional period, the time is the true fraction of that period. For an annual rate, the time is the exact number of days for which the interest runs divided by the number of days in the year, 365 or 366; for a semiannual or quarterly period, it is the number of days for which the interest runs divided by the number of days in the particular half year or quarter year. Unless the unit period is a month, the month does not enter into interest computations, only days and the full unit period being considered. The rule just enunciated is somewhat at variance with the rule generally obtaining on bonds or mortgages where the inter- est accrues regularly, as for example, quarterly or semiannually. There, when interest is computed for a part of such quarterly or semiannual period, it is the usual custom to state the time in months and days rather than entirely in days. In such a calcula- tion the number of full months from the initial date to the same numbered day of the month next preceding the final date should first be ascertained, and then the odd days' to the final date. When we figure these odd days, there are two ways of mak- ing the computation. First : They may be taken at so many thirtieths of a month (on the 360-day basis) . 570 AUDITING Second: They may be taken as so many twenty-eighths, twenty-ninths, thirtieths, or thirty-firsts, according to the month in which they fall. Third: They may be taken as so many three hundred and sixty-fifths of a year. It is not assumed by any means that the foregoing discussion covers the question of interest at all exhaustively, but the author hopes that the customs and decisions reviewed will enable a student or practitioner to substantiate any criticisms which he may deem proper to make during the progress of an audit. CHAPTER XXXII THE LIABILITIES OF AUDITORS Legal Responsibility: In my opinion the quickest way to weed out the incompetent men who now hold themselves out as public accountants would be to make them understand the civil responsibility of a professional accountant. Naturally, an unre- liable, incompetent man cares nothing about his moral responsi- bility, and so long as he knows that American courts have never laid down specific rules regulating the duties or obligations of public accountants, he probably feels safe from any legal respon- sibility. One sure and very desirable result of the weeding out process would be the raising of the professional standard, for a few irresponsible men can offset the good work of ten times their number. As is well known, there are numerous English decisions deal- ing with the rights and liabilities of professional auditors. In view, however, of the total number of accountants in practice and the number of years the decisions cover, the number does not seem at all appalling. While the fact that we have no reported decisions speaks well for the integrity and good judg- ment of our accountants, yet it is felt that occasions have arisen where a test case would have been made had it not been known that any judgment involving money damages which might have been rendered would have been worthless so far as the possibility of collection was concerned. It is unfortunate that anyone should be permitted to prac- tice as a pubHc accountant who, in case of gross negligence or malpractice, has so little financial responsibility that a judgment against him would be worthless, and who, moreover, is beyond the legal reach of his fellow practitioners, who at present have no opportunity to prefer charges against one who is neither a mem- ber of a State society nor certified by a State board. ' The absence of decided cases, however, does not alter the 571 572 AUDITING principle of law that anyone who holds himself out to be skillful in any trade or profession, and who is negligent in the perform- ance of what he undertakes, becomes responsible in damages for such failure. This civil responsibility is settled and cannot be debated, but it should not be passed over lightly and should be emphasized on all occasions. The measure of legal responsi- bility, however, is much too low for a conscientious accountant. The law requires of him only the skill of an ordinary skillful accountant; the law gives him the privilege of assuming the accuracy of many things unless he has definite suspicions to the contrary, and, as already stated, the law never requires one to measure up to the standard of the most skillful in the same profession or trade. In this respect accountants are to be con- gratulated, for it is common knowledge that the majority of professional accountants in the United States seek to do more for their clients than the law requires, and every year witnesses a more general desire to advance the quality of services rendered. It is earnestly hoped that further progress will be made in this direction. Since the wish for high standards is general, let each individual accountant do his part toward maintaining them. Public opinion should be aroused so that unqualified practitioners will gradually cease to practice, and in their place a united certi- fied body will control all accountancy matters — not because the law grants them exclusive privileges, but by reason of the fact that they can be depended upon at all times and under all cir- cumstances, while the others cannot.* As heretofore stated, the State and Federal courts of the United States appear to be barren of any decisions upon this important question. On the other hand, both the common and statute law of Great Britain are prolific in decisions and enactments, prescrib- ing with a good deal of exactness the precise nature of the liabil- ities which an auditor may conceivably incur while in the exer- cise of the multifarious activities incident to his profession. It is highly probable that in the event of any litigation of importance occurring here and involving that question, the courts of America will look to the English cases as affording, if not * The author wrote the foregoing article for the Journal of Accountancy several years ago. LIABILITIES OF AUDITORS 573 binding precedents, at least valuable guides to the considerations and principles of law applicable in such case. For this reason a brief resume of some of the more impor- tant English cases is in order. A number of English cases which appear to turn entirely upon the peculiar enactments of certain British statutes, and which therefore would be of little or no value as precedents or analogies in American courts, are omitted. As to the Exact Status of an "Auditor" in England: It should be noted that the term "auditor" as used in England is not the precise analogue of the term "auditor" as used in America. This is explained by the official recognition given to auditors by the English Companies Act. The English courts make a sharp distinction between an "auditor" and an "accountant" : In Herbert Alfred Burleigh v. Ingram Clark, Lim., Chancery Division, Apl. 2, 1901 (Acct. L. R., 1901, p. 651), it was held that an accountant has a lien on such books as he has actually worked upon, in respect of his proper remuneration for work upon those books only. An auditor, who merely does work in respect of the books, has no such lien. Wilde and others v. Cape and Dalgleish, decided by the Queen's Bench Division, May 27, 1897 ("The Accountant," Eng., June 5, 1897), rested on the following question : "Did the accountant contract and agree to act as a simple accountant, and merely to see that the books are brought to a correct balance, taking the entries and balance in the books as correct; or, on the other hand, did the accountant contract and agree to act as an auditor and make a cash audit, and check receipts and payments, and examine the cash and bank book, and be responsible for the accuracy of the cash transactions?" The English "auditor" has certain statutory rights, powers, duties, and obligations in connection with English corporations. These rights, powers, duties, and obligations are not discussed here with any fullness, as the present work relates only to Amer- ican accountancy. Briefly stated, the "auditor" is required under the English statutes to present his certificate to the stockholders at their annual meetings, and is liable in connection with that certificate under certain circumstances which will be briefly touched on in some of the following cases. S74 AUDITING As to the Lien of an Auditor : It seems that an auditor has no lien for his fees on the books which he has examined, such, for example, as an attorney has upon papers of a client in the State of New York. Therefore, it seems even if an auditor has not been paid his fees, he is, nevertheless, bound to surrender the books and papers to his client on demand. See Burleigh v. Clark, supra. As to the Rights of an Auditor Who is Retained by the Year and Dismissed During the Year: In such case the auditor is entitled to his full year's pay. See Homan v. Quilter; City of London Court, February 27, 1908 (Acct. L. R. 1908, p. 25), which decided that an auditor employed at an annual fee and dismissed during the currency of a year is entitled to a full year's fee. As to the Criminal Liability of an Auditor for Corruptly and Knowingly Certifying Falsely : Happily, the high standard of the profession in America has left this question a moot one up to the present time. Such a case, however, has arisen in England, and the courts of that country did not shrink from the unpleasant duty thereby cast upon them. See Dumbell's Banking Co., Lim. : Special Court at Douglas, Isle of Man, November 5 to 14, 1900 (Acct. L. R. 1900, p. 181). In this case two chartered accountants were convicted and sentenced under a local statute for issuing false balance sheets, knowing them to be false, and with intent to deceive, although it was not shown that the accountants received any benefit there- from other than the audit fees received by them. The corre- spondence between the directors and auditors showed, however, that the latter were aware of the unsatisfactory financial condi- tion of' the bank, but they did not disclose the true state of affairs to the stockholders. It is believed that the criminal statutes of America would result in a similar conviction and sentence, if the occasion should ever arise. AS TO THE CIVIL LIABILITY OF AN AUDITOR WHO IS NEGLIGENT IN THE PREPARATION OF HIS REPORT AND LIKE MATTERS (i) In General: The following discussion in the select com- mittee of the House of Lords, appointed in 1896 to inquire into LIABILITIES OF AUDITORS 575 the Company Law amendment may prove of interest, as indi- cating the views of some very high English authorities. Mr. Frederick Whinney, F. C. A., was before the committee, and the proceedings, as officially reported, follow : Passing to clause 29, which deals with the appointment of auditors, he suggested the addition of words to the effect that, unless it was other- wise provided by the articles of association, one of the auditors, or the auditor, if there was only one, should be a professional accountant and should not necessarily be a shareholder. In support of that proposition he pointed out that joint-stock enterprise had grown very largely of late years, and he maintained that very few balance sheets could be audited properly except by a professional accountant. He went on to suggest the insertion in the bill of a provision that no auditor other than the retiring auditor should be appointed at a general meeting unless notice had been sent out to the shareholders with the notice of the meeting. That, he said, was brought forward with the object of preventing the question of the auditor being "rushed," as was sometimes the case at present. The bill provided that there should be a balance sheet containing all details — technically, what was known as the trial balance. It was scarcely neces- sary to provide for that by legislation, because a balance sheet could not be made out , unless the details were given. As to the duties of auditors, the bill proposed that they should use reasonable diligence with the view of ascertaining that the books of the company had been properly kept and recorded correctly the financial and trading transactions of the company. The latter part of the section he did not object to, but he thought the words "properly kept" should be omitted. "Properly kept" was a vague term, and the section would be quite sufficient to meet the difficulty with- out its insertion. It would be the duty of the auditors to say that the books had not been properly kept if that was the case. The bill cast upon auditors the duty of checking the balance sheet, including the amount of debts due to the company after making a proper deduction for debts considered to be bad or doubtful. It would be im- possible for the auditors to do that in the case of large companies where the debtors numbered, say, one thousand. In the case of banks, for in- stance, where the number of debtors was very large, it was found neces- sary to keep an aggregate account of debtors, showing the total amount due to the company by its debtors. The auditors would have to take that account, and schedules would be prepared, and, if necessary, would be tested afterwards. The duty should not be thrown upon auditors of checking every balance. In one case he might mention the debtors num- bered 750,000. (Laughter.) It should be sufficient if they gave a cer- tificate to the effect that they had used all reasonable care and diligence in ascertaining that the balance sheet was true. Lord Davey: "I should like to ask whether you conceive it to be the proper duty of an auditor to say not only whether the books are properly kept, but to go into questions behind the books and say whether the 576 AUDITING assets are properly valued?" A. "I do not know that I can give a better definition of the duties of the auditor than that laid down by Lord Justice Lindley. He said that it was the duty of an auditor to be honest, to ex- ercise all reasonable care and skill to ascertain that which he certifies is true, and to exercise all reasonable care and skill in ascertaining the truth." Lord Fakrer: "That is all very well; but what is the truth which he is to ascertain?" Lord Davey: "Yes; that is it. Can he, for instance, when the properties are valued at a certain sum in the books, and on the face of the books are properly valued, can it be his duty, not being a valuer, to go into the question of value and say that the directors have put too high a value on the real estate?" A. "No, I do not think so. It would be giving the auditor a different position from that which it was contemplated he should have, namely, that he should examine the accounts of the directors and see whether they are correct. Anything calculated to arouse his suspicion he ought, of course, to look into." Lord Farrer: "After all, the responsibility lies with the directors?" A. "Not altogether with the directors. There are the managers of the company." Lord Farrer: "Do you wish to place the auditor in the position of an administrator, who is to check the directors in their management of the company?" A. "Certainly not." Lord Davey: "Is not the sounder principle this: that the auditor is bound to know everything the books tell him, to have all the suspicions that the books suggest, and to make all the inferences to what he finds in the books would lead him?" A. "I think that would cover the whole of his duty. I think it is his duty not to certify a balance sheet until he believes it to be true, and he has taken all reasonable care that it is so. He is bound to see that the balance sheet is brought before the share- holders in such a form that they themselves can exercise their judgment upon it." The next suggestion he had to make was that the pains and penalties of auditors should be modified. At present the auditor was supposed to be responsible if dividends were paid out of capital. Lord Davey: "Is he? I never knew it." The Lord Chancellor: "Putting aside fraudulent con- nivance, what do you suppose to be the responsibility of an auditor?" The Witness : "That if dividends have been paid out of capital, assuming, of course, that the company is wound up, the directors and auditors are responsible for the amount of the dividends so paid, subject to the Statute of Limitations in favor of the auditors." Lord Davey: "Where do you find that?" The Lord Chancellor: "I am not aware of any such law. I am not aware of any case in which the innocent mistake of a director has been held to be the subject for an action." The Witness: "There was a case before Mr. Justice Stirling." Lord Davey: "There, there was fraudulent connivance." The Witness: "I think there was not con- nivance, but that the auditor himself was ignorant." The Lord Chancellor: "To me it is a startling suggestion that for an innocent mistake an auditor should be liable." LIABILITIES OF AUDITORS 577 (2) Cases Where the Auditor Was Held Not Liable: In re Kingston Cotton Mill Co., 2 Ch. Div. 279 (Court of Appeal, May 19, 1896), the court said: "I come now to the real question in this controversy, and that is, whether the appellants have been guilty of any breach of duty to the com- pany. To decide this question it is necessary to consider (i) what their duty was; (2) how they performed it, and in what respects (if any) they failed to perform it. ... I protest against the notion that an auditor is bound to be suspicious, as distinguished from being reasonably careful. To substitute the one expression for the other may easily lead to serious error. I pass now to consider the complaint made against the auditors in this particular case. The complaint is that they failed to detect certain frauds. There is no charge of dishonesty on the part of the auditors. They did not certify or pass anything which they did not honestly believe to be true. It is said, however, that they were culpably care- less. The circumstances are as follows: For several years frauds were committed by the manager, who, in order to bolster up the company and make it appear flourishing when it was the reverse, deliberately exag- gerated both the quantities and values of the cotton and yarn in the company's mills. He did this at the ends of the years 1890, 1891, 1892, and 1893. There was no book or account (except the stock journal, to which I will refer presently) showing the quantity or value of the cotton or yarn in the mill at any one time. It would not be easy to keep such a book. Nor is it wanted for ordinary purposes. There is considerable waste (twenty or twenty-five per cent on the average) in the manufacture of yarn from cotton, and the market prices of both cotton and yarn are subject to great fluctuations. The balance sheets of each year contained on the assets side entries of the values of the stock-in-trade at the end of the year, and those entries were stated to be 'as per manager's cer- tificate.' '■ "There were also in the balance sheets entries on the opposite side of the values of the stock-in-trade at the beginning of the year. The quantities did not appear in either case. The auditors took the entry of the stock- in-trade at the beginning of the year from the last preceding balance sheet, and they took the values of the stock-in-trade at the end of the year from the stock journal. The book contained a series of accounts under vari- ous heads purporting to show the quantities and values of the company's stock-in-trade at the end of each year, and a summary of all the accounts, showing the total value of such stock-in-trade. The summary was signed by the manager, and the value, as shown by it, was adopted by the auditors and was inserted as an asset in the balance sheet, but 'as per manager's certificate.' The summary always corresponded with the ac- counts summarized, and the auditors ascertained that this was the case. But they did not examine further into the accuracy of the accounts sum- marized. The auditors did not profess to guarantee the correctness of this item. They assumed no responsibility for it. They took the item 578 AUDITING from the manager, and the entry in the balance sheet showed that they did so. I confess I cannot see that their omission to check his returns was a breach of their duty to the company. "It is no part of an auditor's duty to take stock. No one contends that it is. He must rely on other people for details of the stock-in-trade in hand. In the case of a cotton mill, he must rely on some skilled person for the materials necessary to enable him to enter the stock-in-trade at its proper value in the balance sheet. In this case the auditors relied on the manager. He was a man of high character and of unquestioned competence. He was trusted by every one who knew him. The learned judge has held that the directors are not to be blamed for trusting him. The auditors had no suspicion that he was not to be trusted to give ac- curate information as to the stock-in-trade in hand, and they trusted him accordingly in that matter. "But it is said they ought not to have done so, and for this reason: The stock journal showed the quantities — that is, the weight in pounds — of the cotton and yarn at the end of each year. Other books showed the quantities of cotton bought during the year and the quantities of yarn sold during the year. If these books had been compared by the auditors they would have found that the quantity of cotton and yarn in hand at the end of the year ought to be much less than the quantity shown in the stock journal, and so much less that the value of the cotton and yarn entered in the stock journal could not be right, or, at all events, was so abnormally large as to excite suspicion and demand further inquiry. This is the view taken by the learned judge. But, although it is no doubt true that such a process might have been gone through, and that, if gone through, the fraud would have been discovered, can it be truly said that the auditors were wanting in reasonable care in not thinking it necessary to test the managing director's returns? I cannot bring myself to think they were, nor do I think that any jury of business men would take a different view. "It is not sufficient to say that the frauds must have been detected if the entries in the books had been put together in a way which never occurred to anyone before suspicion was aroused. The question is whether, no suspicion of anything wrong being entertained, there was a want of reasonable care on the part of the auditors in relying on the returns made by a competent and trusted expert relating to matters on which informa- tion from such a person was essential. I cannot think there was. The manager had no apparent conflict between his interest and his duty. His position was not similar to that of a cashier who has to account for the cash which he receives, and whose own account of his receipts and pay- ments could not be reasonably taken by an auditor without further inquiry. "It is the duty of an auditor to bring to bear on the work he has to perform that skill, care, and caution which a reasonably competent, care- ful, and cautious auditor would use. What is reasonable care, skill, and caution must depend on the particular circumstances of each case. An auditor is not bound to be a detective, or, as was said, to approach his LIABILITIES OF AUDITORS 579 work with suspicion, or with a foregone conclusion that there is some- thing wrong. He is a watchdog, but not a bloodhound. He is justified in believing tried servants of the company in whom confidence is placed by the company. He is entitled to assume that they are honest and to rely upon their representations, provided he takes reasonable care. If there is anything calculated to excite suspicion, he should probe it to the bottom, but in the absence of anything of that kind he is only bound to be reasonably cautious and careful. . . . The duties of auditors must not be rendered too onerous. Their work is responsible and laborious, and the remuneration moderate. I should be sorry to see the liability of auditors extend any further than In re The London and General Bank. Indeed, I assented to that decision only on account of the inconsistency of the statement made to the directors with the balance sheet certified by the auditors and presented to the shareholders. This satisfied my mind that the auditors deliberately concealed that from the shareholders which they had communicated to the directors. It would be difiicult to say this was not a breach of duty. Auditors must not be made liable for not tracking out ingenious and carefully laid schemes of fraud when there is nothing to arouse their suspicion, and when those frauds are perpetrated by tried servants of the company and are undetected for years by the directors. So to hold would make the position of an auditor intolerable." In Maynards, Lim. v. Maynards and others; Chancery Divi- sion, January 16, 1900 (Acct. L. R., 1900, p. 24), it was held that where auditors act honestly and are honestly satisfied of the cor- rectness of their report, they are not to be held liable. In Short & Compton v. Brackett; Colchester County Court, May 6, 1904 (Acct. L. R., 1904, p. 85) : An accountant making an investigation of accounts for an incoming partner is entitled to assume that the books are correct, the accountant not having been instructed to audit, but merely to make up the account from the books. The Liverpool & Wigan Supply Association, Lim.; Liver- pool Court of Bankruptcy, June 14, 1907 (Acct. L. R., 1907, p. 4). The court said : "In this case I think that the auditor was negligent as an auditor in the sense that he relied on statements made to him by the directors, and did not put in his certificate the fact that he was relying on the statements of the directors. The auditor did not disclose that there was no cash book, and, if it were material in this case to say so, I think the auditor ought to have dis- closed it. I don't think he ought to have accepted the statements of a director as to the taking of stock, and the balance sheets should have shown the position of the company on the dates they purport to show the position. But 58o AUDITING none of these acts appear to me to have diminished the assets of the com- pany as such." Held, therefore, that the auditor was not liable. (3) Cases Where the Auditor Has Been Held Liable : Leeds Estate Building & Investment Society, Lim. v. Shepherd, L. R., 36 Ch. Div. 787 (August 9, 1887). Dividends had been paid out of capital and the auditor had passed the account. Held that it was the duty of the auditor in verifying the accounts of the company not to confine himself to verifying the arithmetical accuracy of the balance sheet, but to inquire into its special accuracy and to ascer- tain if it contained the particulars specified in the articles of association and was properly drawn up to contain a true and accurate representation of the company's affairs. "In each of these years, L. (the auditor) certified that the accounts were a true copy of those shown in the books of the company. That certificate would naturally be understood to mean that the books of the company showed (taking, for example, the certificate for the year 1879) that, on April 30, 1879, the company was entitled to 'moneys lent' to the amount of approxi- mately £150,000. This was not in accordance with the fact; the accounts, in this respect, did not truly represent the state of the company's affairs, and it was a breach of duty upon L.'s part to certify as he did with reference to them. The payment of the dividends, directors' fees, and bonuses to the manager actually paid in those years appears to be the natural and imme- diate consequence of such breach of duty; and I hold L. liable for damages to the amount, of the money so paid." In re London & General Bank, 2 Ch. Div. 673 (1895). An auditor who is dissatisfied with the accounts of a com- pany must plainly draw attention to the grounds of his dissatis- faction in his certificate. The court said: "It is not part of an auditor's duty to give advice either to directors or shareholders as to what they ought to do. An auditor has nothing to do with the prudence or imprudence of making loans with or with- out security. It is nothing to him whether the business of a com- pany is being conducted prudently or imprudently, profitably or un- profitably. It is nothing to him whether dividends are properly or im- properly declared, provided he discharged his own duty to the shareholders. His business is to ascertain and state the true financial position of the company at the time of the audit, and his duty is confined to that. But then comes the question: How is he to ascertain such position? The answer is: By examining the books of the company. But he does not LIABILITIES OF AUDITORS 581 discharge his duty by doing this without inquiry and without taking any trouble to see that the books of the company themselves show the com- pany's true position. He must take reasonable care to ascertain that they do. Unless he does this, his duty will be worse than a farce. Assuming the books to be so kept as to show the true position of the company, the auditor has to frame a balance sheet showing that position according to the books, and to certify that the balance sheet presented is correct in that sense. But his first duty is to examine the books, not merely for the purpose of ascertaining what they do show, but also for the pur- pose of satisfying himself that they show the true financial position of the company. This is quite in accordance with the decision of Mr. justice Stirling in the Leeds' Estate Company v. Shepherd, in 36 Chancery Division, page 802. An auditor, however, is not bound to do more than exercise reasonable care and skill in making inquiries and investigations. He is not an insurer; he does not guarantee that the books do correctly show the true position of the company's affairs; he does not guarantee that his balance sheet is accurate according to the books of the company. If he did, he would be responsible for an error on his part, even if he were himself deceived, without any want of reasonable care on his part, say, by the fraudulent concealment of the book from him. His obligation is not so onerous as this. "Such I take to be the duty of the auditor: he must be honest — that is, he must not certify what he does not believe to be true, and he must take reasonable care and skill before he believes that what he certifies is true. "What is reasonable care in any particular case must depend upon the circumstances of that case. Where there is nothing to excite suspicion, very little inquiry will be reasonable and sufficient; and in practice, I be- lieve, business men select a few cases haphazard, see that they are right, and assume that others like them are correct also. Where suspicion is aroused more care is obviously necessary, but still an auditor is not bound to exercise more than reasonable care and skill even in a case of sus- picion, and he is perfectly justified in acting on the opinion of an expert where special knowledge is required. "Mr. Theobald's evidence satisfied me that he took the same view as myself of his duty in investigating the company's books and pre- paring his balance sheet. He did not content himself with making his bal- ance sheet from the books without troubling himself about the truth of what they showed. He checked the cash, examined vouchers for payments, saw that the bills and securities entered in the books were correct, took rea- sonable care to ascertain their value, and in one case obtained a solicitor's opinion on the validity of an equitable charge. I see no trace whatever of any failure by him in the performance of this part of his duty. "The balance sheet and certificate of February, 1892, that is, for the year 1891, was accompanied by a report to the directors of the bank. Taking the balance sheet, the certificate, and report together, Mr. Theobald stated to the directors the true financial position of the bank, and if this S82 AUDITING report had been laid before the shareholders, Mr. Theobald would have completely discharged his duty to them. Unfortunately, however, this report was not laid before the shareholders, and it becomes necessary to consider the legal consequences to Mr. Theobald of this circumstance. "A person whose duty it is to convey information to others does not discharge that duty by simply giving them so much information as is calculated to induce them, or some of them, to ask for more. Information and means of information are by no means equivalent terms. Still, there may be circumstances under which information given in the shape of a printed document circulated amongst a large body of shareholders would, by its consequent publicity, be very injurious to their interests, and in such a case I am not prepared to say that an auditor would fail to dis- charge his duty, if, instead of publishing his report in such a way as to insure publicity, he made a confidential report to the shareholders and in- vited their attention to it, and told them where they could see it. The auditor is to make a report to the shareholders, but the mode of doing so, and the form of the report, are not prescribed. If, therefore, Mr. Theobald had laid before the shareholders the balance sheet and the profit and loss account accompanied by a certificate in the form in which he had prepared it, he would, perbaps, have done enough, under the peculiar circumstances of the case. I feel, however, the great danger of acting on such a principle, and in order not to be misunderstood, I will add that an auditor who gives shareholders means of information instead of in- formation in respect of a company's financial position does so at his peril, and runs the very serious risk of being held, judicially, to have failed to discharge his duty. "In this case I have no hesitation in saying that Mr. Theobald did fail to discharge his duty to the shareholders in certifying and laying before them the balance sheet of February, 1892, without any reference to the report which he laid before the directors, and with no other warning than is conveyed by the words, 'The value of the assets as shown on the balance sheets is dependent upon realization.' The most important asset on that balance sheet is put down as 'Loans to customers and other securities, £346,975,' and on those a full and detailed report was made to the directors, showing the very unsatisfactory state of these loans and securities, and it is impossible to read the oral evidence, the report of Mr. Balfour and Mr. Brock, dated December 22, 1891, and the report of the auditor to the directors of February 3, 1892, without coming to the conclusion that the entry of that large sum as a good asset without ex- planation was justifiable. It is a mere truism to say that the value of loans and securities depends upon their realization. We are told that a statement to that effect is so unusual that the mere presence of those words is enough to excite suspicion. But, as already stated, the duty of an auditor is to convey information, not to arouse inquiry, and although an auditor might infer from an unusual statement that something was seriously wrong, it by no means follows that ordinary people would have their suspicions aroused by a similar statement if, as in this case, its LIABILITIES OF AUDITORS 583 language expresses no more than any ordinary person would infer with- out it. "But Mr. Theobald relies on the fact that he was induced to omit from his certificate all reference to the report which he made to the directors, because Mr. Balfour, the chairman, promised to mention such report in his speech to the shareholders, and he did so. But although Mr. Balfour twice alluded to the report, he did so in such a way as to avoid attracting attention to it. The second time he mentioned it was after a dividend had been declared, and when a motion to reappoint the auditors was before the meeting. The truth is that not a word was said to convey to the shareholders the substance of the information contained in the report, or to induce them to ask any question about it. The balance sheet and the profit and loss account were true and correct in this sense, that they were in accordance with the books. But they were, nevertheless, entirely misleading, and misrepresented the real position of the company. Under these circumstances, I am compelled to hold that Mr. Theobald failed to discharge his duty to the shareholders with respect to the balance sheet and certificate of February, 1892. Possibly he did not realize the extent of his duty to the shareholders as distinguished from the directors, and he, unfortunately, consented to leave the chairman to explain the true state of the company to the shareholders instead of doing so himself. The fact, however, remains, and cannot be got over, that the balance sheet and certificate of February, 1892, did not show the true position of the com- pany at the end of 1891, and that was owing to the omission by the auditor to lay before the shareholders material information which he had obtained in the course of his employment as auditor of the company, and to which he called the attention of the directors. "The real truth is that the assets of the bank were put down in the balance sheet at far too high a figure, and this entry, though not mis- leading if explained (as it was to the directors), was seriously mis- leading in the absence of explanation." Irish Woolen Company, Lim. v. Tyson and others, decided by the Irish Court of Appeal, January 20, 1900 (Acct. L. R., 1900, p. 13)- The accounts of a company had been falsified and dividends improperly paid out of capital in consequence. The auditor was held responsible on the ground that the falsifications might have been discovered by the exercise of reasonable care and skill from an inspection of the books themselves. "An accountant with a large business is not supposed to do every- thing himself. The auditor is bound to give reasonable care and skill, but this can also be exercised by his deputy. I do not think there is any- thing to be gained by considering in the abstract the duties of an auditor of a joint stock company. He is entitled to see the company's books and the materials for their books, and also to ask for explanations. But he 584 AUDITING is not called on to seek for knowledge outside the company, or to com- municate with customers or creditors. He is not an insurer against fraud or error; and if fraud is alleged 'it must be shown with precision the acts of negligence for which he is said to be responsible. Nine balance sheets were prepared, and the figures on some represent the aggregate amount of many items, but I propose to deal only with matters that have been referred to during the hearing. There are three sets of figures with which I will deal: (i) stock-in-trade; (2) sundry debtors; (3) sundry creditors on the liability side of the balance sheet. Taking these in order . . . There was certainly no duty cast on the auditor to take stock. What he did was to have the calculations checked in his office, and this was done with proper care. Mr. Kevans said he was particularly careful as to the deduction for discount, and, as far as I could gather, the universal rate of ten per cent seems reasonable. Moreover, an auditor has nothing to do with the terms upon which the company, or a trader, buys or sells. . . . As to the provision for the 'bad debts,' if there is any one thing upon which an auditor is dependent upon the officers, it is the writing off, or the making of a prospective allowance for, bad debts. He has no per- sonal knowledge of the customers, and Mr. Kevans seems to have taken particular attention in reference to this. (See questions 2,125 to 2,127 in the evidence.) He said 'he had some special knowledge on the subject, that he saw all ascertained bad debts duly written off, and that there was a fund amounting to £500 as ■ a provision therefor.' For the foregoing reasons there is no ground for alleging negligence against Mr. Kevans on the 'assets side' of the balance sheet. . . . Now, dealing with 'sundry creditors'; here, evidently, there is a fraud, and a curious thing is that no one seemed to have derived any benefit from the fraud." Dealing with the invoices, the learned judge detailed the practice in connection with the statements of accounts being laid before the meet- ings, and said: "The ledger was used for the purchases made and for the payments on account thereof. If, then, all this were rightly done, it would be easy for the auditor to ascertain the amounts due to the creditors, but, un- fortunately, the books were not correctly kept. The creditors' accounts in the ledger did not show all the goods purchased up to the time for the audit, nor could the auditor discover the omissions on account of many of the invoices being either 'suppressed' or not put into the book until a later date — a process described as 'carrying over.' There is some doubt as to whether the deficiency arose from the suppression or the carrying over, but my impression is that the whole of it comes within the last- mentioned class, for at the end of 1894 we find they amounted to i4,C9S. Mr. Peter White is now dead, and he should not be condemned unheard, but it is difficult to believe that this system was not within his own knowledge. As chief promoter, he was no doubt anxious to see that the company was successful. Crawford, who was the secretary, appears to have continued the process. It seems strange that a system of fraud so long continued, and for so extensive a period, was never detected by LIABILITIES OF AUDITORS 585 the auditor. Once or twice he noticed something, and the explanation that was given was 'that the goods were not taken into stock.' The question is, Was it negligent not to have seen this? There is no doubt that both the suppression and carrying over of invoices would have been detected if the auditor had called for the creditors' statements of accounts upon which payment was ordered and compared them with the ledger. I should have thought this was part of the auditor's duty for many reasons; but all the accountants examined, except Mr. Southworth, stated that this course is never taken unless there is something to arouse suspicion. Mr. Pixley, the eminent London accountant, says it could not well be done except in the case of a very small concern. In the face of such evidence I should not leave myself at liberty to hold that Mr. Kevans' assistants were guilty of negligence in not looking at these statements of account if they were engaged in an ordinary audit. Little time is allowed for doing so; but in this case there was this system of monthly checking. From the time that Crawford was accountant in 1890, the accounts of the company were completely in his hands. Now, White, for the two years following, may have given general directions, but he was often away in America for months at a time, and it is clear that the monthly audit was instituted for the purpose of seeing that he (Crawford) would do his work regularly and honestly. I am unable to conceive how, if there was nothing wrong about this monthly checking, it did not lead at an early period to the detection of the frauds in this ledger. Mr. Kevans ought to have found out, by the accounts, the payments that were made — and no better means could be adopted than that of a comparison with the state- ments of accounts. It ought to have been done in some way, and, if it had, detection would have been certain. I do not base my decision on this alone; apart altogether from the statements of account and the monthly check, I do not understand how the carrying over of the invoices could have escaped detection by the accountant, who should have used due care and skill, and who wais not a mere machine. The invoices carried over were ultimately posted to the ledger. If they were posted to their true dates, it would be at once apparent that they were not entered in at the proper time. If they were posted under false dates, why was this not detected when the ledger accounts were checked with the invoices? And when no invoices came into the books, it is admitted that this ought to have excited suspicion. For these reasons I am of opinion that if due care and skill had been exercised, the carrying over and suppression of in- voices would have been discovered, and the auditor is liable for any damage the company may have sustained from the understatement of liabilities in the balance sheet due to this cause since January 4, 1892. I consider that not only are Mr. Kevans and his assistants not free from blame for this, but also for the mechanical way the audit was carried out. "As regards the measure of the duty of a gentleman employed as Mr. Kevans was in this case, the result is the same, as it occurs to me, in all cases in which professional skill is employed, except one, the peculiar instance of a barrister. The measure of duty is the bringing of reason- 586 AUDITING able care and skill to the performance of the business directed to be done, having regard, first to the contract of employment, then to the character of the business itself, to the remuneration of the defendant, and to all the other circumstances of the case. In strict rule, however, the measure of the duty is to be ascertained by applying to all the circumstances of the case the best consideration, so as to ascertain what ought to have been done under the circumstances. ... I think the fairest way to deal with Mr. Kevans in this case is to treat him as being charged with having failed to find just cause of suspicion on the face of these books, which if found, would have imposed on him the duty of pursuing his suspicion until he found whether it was or was not well founded. . . . The Eng- lish cases have established that the auditor is entitled, in the absence of the elements of suspicion, to assume that the books are honestly kept, and that, therefore, unless on the face of a presumably honest book something appears to excite his suspicion, he is not guilty of negligence, whatever other people might be in their departments, if he does not dis- cover that something was wrong. . . . "I cannot conceive any more clear or glaring grounds of suspicion than to discover in the account of a single customer items amounting to £600 having got into the books after the trial balance is struck under dates going back two months prior to the period of the ascertaining of the trial balance. ... It appears to me that the moment I come to the con- clusion that that was on the face of it a suspicious mode of dealing with Hill & Son's figures, I am bound to show how it would be corrected. . . . That it would then have been necessary to call for the creditors' state- ments of account, and at that moment they would have disclosed on the face of them not merely those postdated items, but the suppressed in- voices also ; and at the instant that this discovery was made, there is an absolute conviction of something wrong forced upon the mind of the au- ditor. It, therefore, occurs to me that, upon these two branches, all that is required, both to show the negligence, to arouse suspicion, and to supply the means of putting a stop to the frauds, is to be found on the face of the books, and for all I have said I have no foundation except what is upon the face of that book (creditors' ledger)." Astrachan Steamship Co., Ltd. and others v. Harmood Banner & Son ("Liverpool Mercury" of March 2 and 3, 1900; also Spicer & Pegler "Practical Auditing," p. 410). Action for alleged negligence in failing to detect defalcations. The case was finally settled in favor of the plaintifif. London Oil Storage Co., Lim. v. Seear, Hasluck & Co., King's Bench Division, June i, 1904 (Acct. L. R., XXXI, p. i). The auditor took no steps to verify the existence of petty cash as stated in the balance sheet. The balance sheet showed £796 petty cash, whereas only £30 was actually in the cash box. LIABILITIES OF AUDITORS 587 the bookkeeper having embezzled the difference. The court left it for the jury to find as matter of fact, whether or not the au- ditor's failure to verify this balance was negligent under the cir- cumstances. The court charged the jury in part as follows: "The auditor most undoubtedly does undertake very considerable re- sponsibilities, and is liable for the proper discharge of his duties, and if by neglect of his duties, or by want of reasonable care, he neglects his duty, and damage is caused to the company as such, he is responsible for that damage. I will not adopt any fanciful expression which may be quoted from any particular judgment, but he has got to bring to bear upon those duties reasonable and watchful care, he has got to discharge those duties remembering that the company look to him to protect their interests. He is not, however, supposed to be a man constantly going about suspecting other people of doing wrong, and that is the only respect in which, I think, Mr. Bankes in his most able speech pressed the matter a little too high. While Mr. Hasluck has by the exercise of due and reasonable care to see that all the officials of the company are doing their duty properly in so far as the accounts are concerned, he is not bound to assume when he comes to do his duty that he is dealing with fraudulent and dishonest people; and there comes in the most important consideration from one point of view — perhaps more important than the other, though I do not think of such substantial weight in the matter — if circumstances of sus- picion arise it is the duty of the auditor, in so far as those circumstances relate to the financial position of the company, to probe them to the bottom." The jury brought in a verdict for the plaintiff for five guineas with the further statement that they considered the directors had been guilty of gross negligence. Smith V. Sheard, Liverpool Assizes, May 11, 1906 (Account- ant, L. R., 1906, p. 65). The plaintiff's cashier had embezzled about £700, and the plaintiff thereupon sued the auditor, on the ground that the au- ditor should have detected the embezzlement. The defendant alleged that he had never been retained to make a complete audit, but that the only work he undertook was the stating of accounts between the partners. The case was tried before a special jury, which found for the plaintiff. (4) Periodical Audits: Martin v. Isitt, decided before Lord Chief Justice Russell, in the Queen's Bench Division, March 3 and 4, 1898 (Acct. L. R., 1898, p. 41)- James Martin & Sons sued Isitt & Co., chartered account- ants, alleging that as auditors they were negHgent in failing to 588 AUDITING check the cash book and the bank pass book, and that thereby a clerk was able to embezzle i6i2. The defendants had been retained to make monthly audits. They claimed, however, that they had been unable to conduct their work properly, owing to the tardiness of plaintiff's book- keepers in giving them definite information on questioned items, whereby they were kept about six months behind in their audit. A trial of the case was begun, but the defendants settled during the course of the trial. (5) No Expedient Can Overcome the Obligation of the Auditor to Make Full Disclosure to the Stockholders : Newton v. Birmingham Small Arms Company, Lim., Chancery Division, June 27, 1906 (22 Times, L. R., p. 664). The Birmingham Small Arms Company, Ltd., passed a reso- lution purporting to prevent the auditors appointed by the share- holders from disclosing any information to the shareholders or otherwise touching the "internal reserve fund" of the company. An injunction to restrain the company from acting on this spe- cial resolution was granted. The court held that the shareholders were clearly entitled to this information, and that the auditors could not lawfully with- hold the information. (6) As to the Liability of an Auditor for Libel : Lawless v. Anglo-Egyptian Cotton & Oil Co. Lim. (4 Q. B. 262). When the alleged libel is true in point of fact, and is pub- lished by the auditor in good faith and without malice, and in the bona ftde discharge of his duty, it would, no doubt, be held to be privileged. Summary Based upon the foregoing decisions and upon the principles of the common law in force in the United States, the professional auditor's legal duties and liabilities may be summarized as follows : (i) Anyone who holds himself out as skilled in a profession is charged with a higher degree of responsibility than one who is inexperienced and who does not seek professional work. Act- ing in a professional capacity, an auditor must do more than ascertain the mere arithmetical accuracy of the accounts. If the LIABILITIES OF AUDITORS 589 accounts do not represent the true financial position of the under- taking under examination, and if that fact is apparent or can reasonably be deduced from the face of the accounts themselves, then the auditor is under a legal obligation to discover and dis- close the true state of affairs. (2) The auditor, however, is not an insurer unless he assumes such a position. If he uses reasonable care — the care of an ordi- narily skillful auditor, under the circumstances of the case — no legal responsibility is incurred by him. (3) Reasonable care has been stated by the courts to depend upon the circumstances of each case. Where there is no reason- able ground for suspicion of fraud, it is not necessary to take as many precautions as are requisite where the auditor is led to believe that irregularities exist. (4) Ordinarily what is known as a test audit is sufficient, but in every case there must be a careful survey of the assets, the liabilities, the income, and the expenses, in order that the auditor may satisfy himself that the assets and the income are accounted for, and that the liabilities and expenses are properly supported. The auditor need not verify every item, but he must not omit any part of an audit which the custom of the profession decrees should be covered. (5) The experience of other practitioners and access to recog- nized authorities on the subject being available, a defense of ignorance as to what is required in an audit will not save an auditor from responsibility for failure to follow settled rules of practice. (6) The general rule of the common law, that all men are considered honest until proved dishonest, may be observed by an auditor with respect to the staff of the client ; but he is charged with an exceptional degree of diligence in recognizing indica- tions of dishonesty on the part of those who occupy responsible positions. (7) An auditor's relation to his client is in the highest degree confidential, and he has no legal right to communicate with third parties (debtors or creditors) unless he secures permission to do so. If his position as auditor btcomes incompatible with hon- esty, he may withdraw at any time, but he is not at liberty to disclose to outsiders the cause of his withdrawal. 590 AUDITING (8) In communicating with his client, however, the auditor is bound to disclose information, of whatever nature it may be, which is of value to the client, and any suppression of material facts is at his own risk. (9) In the event of loss through^an auditor's negligence, the client may recover damages against him. The measure of dam- ages is the amount which the client or other interested party has lost as a legal consequence of the auditor's failure to properly perform his duty. OFFICIAL LEGAL OPINION ON DUTIES AND LIABILITIES OF AUDITORS When the English Companies Act, 1907, was passed, the Council of the Institute of Chartered Accountants in England and Wales obtained the joint opinion of eminent counsel on the clauses particularly affecting auditors. That opinion was as follows : (i) In our opinion the auditor's report to be made pursuant to para- graph (2) of section 19 of the Companies Act, 1907, should, in cases where the auditors have no special comments to make, run as follows: "Report of the auditors to the shareholders of Limited. "We have audited the balance sheet of the Limited, dated the day of , and (here identify it as : 'above set forth' or 'within contained,' or 'a copy of which is annexed hereto and initialed by us,' or 'a copy of which has been initialed by us'). "We have obtained all the information and explanations we have required. "In our opinion such balance sheet is properly drawn up so as to exhibit a true and correct view of the state of the com- pany's affairs according to the best of our information and the explanations given us, and as shown by the books of the company." We consider that the report should identify very clearly the particular balance sheet to which it refers, so that there may be no room for after- dispute or confusion, and no danger that by mistake or otherwise the balance sheet submitted to the shareholders, though bearing the proper date, should not be the one actually referred to in the report. Perhaps the surest mode of identification is to write the report at the foot or indorse it on the balance sheet to be submitted, for by these means the two documents are made inseparable; or, in other words, the LIABILITIES OF AUDITORS 591 report runs with the balance sheet. But, as above appears, there are al- ternatives open. In any case, the auditors should keep a copy of the balance sheet they audit, and place a memorandum of identity thereon, so that if the question arises, they may be able to testify certainly as to the matter. (2) Under the section, the auditors' report is to be attached to the balance sheet or referred to at the foot thereof. In the former case we consider that the attachment should be effected either by printing the two documents continuously on the same sheet of paper or by fastening the report to the balance sheet. We consider that the best mode of attachment is that the report should be written or printed at the foot of the balance sheet, or indorsed thereon. (3) If the report is not attached to the balance sheet, there should at the foot of the balance sheet be words referring to the report, e. g., "the report to the shareholders of Messrs. , the com- pany's auditors, on the above balance sheet, is dated the day of and is open to inspection." In our opinion it is for the directors to make the reference and settle the form thereof, and not for the auditors. (4) In our opinion the act does not impose on the auditors the duty of seeing that the report is attached to the balance sheet, or referred to at the foot thereof. This duty, we consider, is imposed on the company and its directors. (5) It appears to us that it is not the duty of the auditors to see that the balance sheet is signed by the required number of directors. Subsection (3) of section 19 clearly contemplates that the balance sheet is to be issued after the report has been made, for a copy is to be attached or referred to. As to cases in which there are no officers called directors, the balance sheet should be signed by the manager or other person occupying the position of director, for section 30 of the Act of 1900, with which the Act of 1907 is to be read (see section 52), provides that the term "Directors'' includes any person occupying the position of director, by whatever name called. (6) In our opinion it is not the duty of the auditors to supply to shareholders, when requested, copies of the balance sheet and their report, or to furnish information to individual shareholders. (7) In our opinion the statement in the form of a balance sheet referred to in section 21 of the Act of 1907 is a document to be submitted by the directors to the auditors for audit. The document must contain, as the section requires, a summary of the compan^s capital, liabilities, and assets, giving such particulars as would disclose the general nature of such lia- bilities and assets, and how the value of the fixed assets has been arrived at, but it is not necessary to include in it a statement of profit or loss. We consider that in many cases the last-audited balance sheet will be sufficient statement in the form of a balance sheet; but where the balance sheet does not state how the value of the fixed assets has been arrived at, it would, in order to comply with the section, have to be supplemented by a note or memorandum stating how the value of such assets was ar- rived at. 592 AUDITING Where the balance sheet, whether supplemented as aforesaid, or other- wise, is adopted for the purposes of the section as a statement in the form of a balance sheet, it should, in our opinion, be accompanied by a copy of the report of the auditors on such balance sheet; and if it is so supplemented, the auditors should certify that, according to the best of their information, the method specified in the supplementary note or memorandum has been adopted. We consider, however, that it is open to the directors to frame the statement "in the form of a balance sheet" referred to in section 21 in more general terms than the balance sheet, provided that it complies with the requirements of the section; but in such case the statement must be audited by the company's auditors, and the result of the audit should be certified at the foot of the statement. (8) As to the general duties of the auditors, under section 19 of the Act of 1907, we consider that they should perform these duties with due regard to the provisions of the company's Articles of Association, in so far as those Articles are consistent with the Acts, and that they should call for all such information and explanations as they consider requisite to enable them to make the report to the shareholders contemplated by the section. They should not have the least hesitation in reporting fully as to any unsatisfactory features in the position. Lastly, we do not consider that the auditor's duties are limited to a comparison of the figures in the balance sheet and those in the books. No doubt he has to examine the books, but, as Lord Justice Lindley said In re The London & General Bank (1895, 2 Ch. 683), "he does not dis- charge his duty by doing this without inquiry and without taking any trouble to see that the books themselves show the company's true position. He must take reasonable care to ascertain that they do so." The duties of the auditor are defined by the Companies (Consolidation) Act, 1908, as follows: Section 113. — (2) The auditors shall make a report to the share- holders on the accounts examined by them, and on every balance sheet laid before the company in general meeting during their tenure of office, and the report shall state (o) Whether or not they have obtained all the information and ex- planations they have required ; and, (6) Whether, in their opinion, the balance sheet referred to in the report is properly drawn up so as to exhibit a true and correct view of the state of the company's affairs according to the best of their information and the explanations given to them, and as shown by the books of the company. CHAPTER XXXIII THE LIABILITIES OF DIRECTORS It may be thought that the duties and responsibiHties of an auditor are onerous enough without injecting into a treatise of this nature an intimation that a professional auditor is charged with looking after the directors of a corporation as well as its officers and clerks. Such is rarely the case, however, because most of the directors in the United States who direct and who perform acts which require review are officers as well, and the auditor examines their transactions as such and not in their capacity as directors. Board-Minutes Inspection: Nevertheless, the auditor may find in reading the minutes of the proceedings of the board of directors or of an executive or other committee that one or more directors have been intrusted with negotiations to purchase property or with similar commissions. In such cases the auditor should verify the transaction along the usual lines. Compensation of Directors: Directors usually receive an attendance fee ranging from five to fifty dollars, and so long as there is nothing in the by-laws to prevent, the auditor can accept as authority therefor a resolution which has been regularly adopted. The minutes should record the names of all directors present at each meeting, which will serve as a check on the amount disbursed for this purpose. Compensation in excess of the attendance fee is rarely paid to a director who is not an officer. If any sum is voted to one or more directors, the auditor should ascertain whether the by-laws permit the payment, and whether the action was taken at a full board meeting or whether any were absent who might have objected. If any director who is benefited votes for the resolution, or if his presence is neces- sary to make a quorum, the action is voidable and may be at- tacked. All such transactions should be reported to and ratified 593 594 AUDITING by the annual meeting of stockholders. If no such action has been taken by the stockholders, the auditor should mention the fact in his report. It has been held by the courts that officers are not entitled to compensation simply because they occupy office and perform the duties incident thereto. Their salaries should be fixed before election as directors, if possible. If this is not feasible, the amounts paid to the directors in compensation for their services should be reported to the annual meeting and be formally ap- proved by the stockholders. As a practical matter, where the officers and directors own all or nearly all of the stock and are acting in good faith, it is not necessary to report salaries nor other matters of detail to the stockholders' meeting. Directors May Inspect Books : It is not generally known that a director has an absolute right to inspect the books and papers of a corporation of which he is a director. There are a great many men who represent minority interests on a board and who are almost totally ignored in the management of the company. Information with respect to finances or earnings is rarely furnished to them, and is then handed out as if there were no obligation to do so. Auditors are frequently consulted by directors who state that they have tried to secure information without success. The auditor should advise them that their legal right to full access to the books is unquestioned, and that they may be accompanied by a professional auditor if they require assistance. Directors are charged with a knowledge of what is going on, and if they fail to keep informed, they may be held jointly responsible for the acts of others. In all cases, therefore, where they have any doubt as to what is going on, it is nothing more than simple business prudence to employ an auditor who will ascertain exact conditions. Legal Liabilities of Directors: The auditor's consideration of the possible legal liabilities of directors need not extend be- yond matters connected with the accounts, but wherever accounting questions are involved, the auditor's familiarity there- with should be unquestioned. In the American Malting case, decided in New York in 1904, the court discussed the relation LIABILITIES OF DIRECTORS 595 and duties of directors to the accounts. The decision is of suffi- cient interest to warrant its reproduction in full : Archibald A. Hutchinson and Victor K. McElheny, Jr., on Behalf of Themselves and All Other Stockholders of the American Malting Co., Similarly Situated, Plaintiffs, V. Alexander M. Curtiss and The American Malting Co., Defendants. (Supreme Court, New York Special Term, December, 1904.) The statutes of this State allow the recovery, from directors of a foreign corporation, of dividends unauthorized by the laws under which such corporation is organized. It is the foreign statute that makes the dividends unauthorized, but the recovery is to be had under the New York statute. No dividends can be made except from "surplus or net profits." Contracts entered into by a corporation for future deliveries of a product not yet made by it, from raw material not yet purchased, cannot be taken as assets in figuring said surplus or net profits. Dividends can- not be made on a mere hope or expectation of profits. Where raw material is bought by weight, and after manufacture is increased in weight and value, the corporation is entitled to treat it as an asset at its increased value. A director who is not present when an unauthorized dividend is de- clared is not liable under the statute, even though he is present at a sub- sequent meeting when the minutes of the former meeting are ratified. A director, sued for unauthorized dividends, cannot be credited with the profits which subsequently accrued under a change of management. A director is not liable for commissions paid on the sale of bonds of a corporation which had made unauthorized dividends in the absence of proof of fraud and conspiracy for the defendant's personal benefit; such loss is included in the loss caused by the illegal dividends which defendant must pay. Action against director for making unauthorized dividends. Clarke, /.; The American Malting Company was organized under the laws of New Jersey, September 28, 1897. It began business on October 11, 1897. On October 15, 1897, it filed a copy of its charter in the office of the Secretary of State of New York to enable it to do business in this State, and re- ceived the usual certificate for that purpose. The principal office of the company was situated in the city of New York, at No. 80 Broadway, from its organization until the fall of 1899, and since then it has been situated continuously at East River and Sixty-third Street, New York City, The company has had no plant or property in New Jersey. It has kept no bank account there. It had merely a formal, statutory office in that State. Its capital stock is $30,000,000, divided into 300,000 shares of $100 each, of which 144,400 shares of preferred stock and 145,000 shares of common 596 AUDITING stock have been issued. The preferred stock is seven per cent cumulative, having a preference as to dividends only. The company is engaged in the manufacture and sale of malt. Its stock was issued to promoters for twenty-one malting establishments, situated in various parts of the United States, on which they had acquired options, and for $2,080,000 cash work- ing capital. No stock-in-trade was, however, acquired by the issue of stock. As soon as the organization was effected the company was compelled to purchase from the vendors of the various malting plants their stocks of barley and malt, for which the company issued its obligations, amounting to upward of $1,600,000. A little over two months after the company began business, and on December 20, 1897, the board of directors declared a dividend of one and three-fourths per cent to preferred stockholders, pay- able January 15, 1898. This amounted to $219,450. Thereafter a dividend at the same rate was declared and made payable at each of the following dates: April 15, 1898, $219,450; July 15, 1898, $219,450; October 15, 1898, $219,450; January 15, 1899, $219,450; April 15, 1899, $252,700; July 15, 1899, $252,700; October 15, 1899, $252,700. In all $1,855,350. Barely two weeks after the payment of the dividend of October 15, i8gg, and on November 2, 1899, the minutes of the board of directors disclosed its serious financial condition as reported to said board, viz., its outstanding obligations amounted lo $2,800,000 in notes; that the officers were unable to negotiate further temporary loans; that the company needed additional working capital, and that the board authorized the sale of $4,000,000 mortgage bonds of the company. Said bonds, six per cent fifteen-year gold mortgage bonds, were subsequently disposed of at a discount of $400,000. This is an action brought by plaintiffs as stockholders on behalf of themselves and all other stock- holders similarly situated against the defendant Curtiss as director of the company to compel him to account for and pay to the company the amount of the dividends declared and paid as not having been paid out of the profits, but out of the capital. The board of directors having upon demand refused or neglected to bring suit in the name of the company, it was joined as a party defendant. At first the company put in a defense, but subsequently, its management having changed, it obtained leave to file an amended answer admitting the allegations of the complaint and joining in the prayer of the plaintiffs for the relief demanded. In a similar action against another of the directors the complaint was dismissed upon the trial. Upon appeal the Appellate Division reversed that judgment. Hutch- inson V. Stadler, 85 App. Div. 428. That case settled the law for this court to this extent; that an action could be maintained in the courts of this State against a director of a New Jersey corporation to recover the amount of dividends declared in violation of the laws of that State. Two opinions were handed down, in which the learned justices arrived at the conclusion that the action could be maintained upon different grounds. With each of these opinions a justice concurred. The fifth learned justice concurred in the result. I cite this division of opinion because this court . is now called upon to apply the law, as laid down with this practical em- barrassment, that while it was the unanimous decision that the action could LIABILITIES OF DIRECTORS 597 be maintained, yet the difference in the grounds therefor means a dif- ference of hundreds of thousands of dollars in the judgment I am about to order. As I interpret it that case holds this court has jurisdiction because section twenty-three of the Stock Corporation Law of this State provides: "The directors of a stock corporation shall not make dividends, except from the surplus profits arising from the business of such corpora- tion; nor divide, withdraw, or in any way pay to the stockholders, or any of them, any part of the capital of such corporation, or reduce its capital stock, except as authorized by law. In case of any violation of the pro- visions of this section, the directors under whose administration the same may have happened, except those who may have caused their dissent there- from to be entered at large upon the minutes of such directors at the time, or were not present when the same happened, shall jointly and severally be liable to such corporation and to the creditors thereof to the full amount of the capital of such corporation so divided, withdrawn, paid out, or re- duced"; and because section thirty of the General Corporation Law of New Jersey provides : "No corporation shall make dividends, except from the surplus or net profits arising from its business, nor divide, withdraw, or in any way pay to the stockholders, or any of them, any part of its capital stock, or reduce its capital stock, except according to this act, and in case of any violation of the provisions of this section the directors under whose administration the same may happen shall be jointly and severally liable at any time within six years after paying such dividends to the corporation and to its creditors in the event of its dissolution or in- solvency to the full amount of the dividend made or capital stock so divided, withdrawn, paid out, or reduced, with interest on the same from the time such liability accrued; provided that any director who may have been absent when the same was done, or who may have dissented from the act or resolution by which the same was done, may exonerate himself from such liability by causing his dissent to be entered at large on the minutes of the directors at the time the same was done, or forthwith after he shall have notice of the same, and by causing a true copy of said dissent to be published within two weeks after the same shall have been so entered in a newspaper published in the county where the corporation has its principal office"; and because section sixty of the Stock Corporation Law of this State provides: "Except as otherwise provided in this chapter the officers, directors, and stockholders of a foreign stock corporation trans- acting business in this State, except moneyed and railroad corporations, shall be liable under the provisions of this chapter, in the same manner and to the same extent as the officers, directors, and stockholders of a domestic corporation for: I. The making of unauthorized dividends . . . Such liabilities may be enforced in the courts of this State in the same manner as similar liabilities imposed by law upon the officers, directors, and stockholders of domestic corporations." That is, by virtue of the statutes, this State allows the recovery of dividends unauthorized by the State of New Jersey from directors of a New Jersey corporation in the same manner and to the same extent as the directors of a domestic cor- 598 AUDITING poration. That is, it is the New Jersey statute which makes the dividend unauthorized, but the recovery is to be had according to the New York statute. What, then, is unauthorized? "No corporation shall make dividends except from the surplus or net profits arising from its business." Net profits are defined in the Century Dictionary as "what remains as the clear gain of any business after deducting the capital invested in the business, the expenses incurred in its management, and the losses sustained by its operation." And the controlling question of fact is, were these dividends paid from "net profits"? The twenty-one branches, located in many places and in different States, which were actually engaged in the business of manufacturing the malt from the barley, sent in to the general office in New York daily, weekly, and monthly statements in great detail of their business. From these statements branch books were made, and from these a general set of books was prepared. All of the books and papers from the general office, which were used in the accounting department, were produced in court, identified, and marked in evidence. The defendant objects to the summaries made up from these books, and from any and all conclusions of fact to be drawn from said books and said summaries upon the ground that concededly the contracts and the contract books were not produced and were not considered. It was in evidence that malt was always over- sold, that contracts for future deliveries, running over many months, were entered into, and the claim is that such contracts were required to be taken into consideration when it came to be determined whether any par- ticular dividend was warranted or not. Such claim, in my opinion, is un- founded. The law is that "No corporation shall make dividends except from the surplus or net profits." These contracts were to deliver at a future time a product not yet made from raw material, not yet purchased, with the aid of labor not yet expended. The price agreed to be paid at that future time had to cover all the possible contingencies of the market in the meanwhile, and might show a profit, and ran the chance of showing a loss. When the sales actually took place they were entered in the books. But to calculate months in advance on the results of the future trans- actions, and on such calculations to declare dividends, was to base such dividends on paper profits — hoped for profits, future profits — and not upon the surplus or net profits required by law. It does not seem to me that you can "divide," that is, make a dividend of a hope based on an expecta- tion of a future delivery at a favorable price of what is not yet in ex- istence, under the statute. So the objection to the books upon that ground is of no weight. From the books certain statements were made up for the aid of the court upon different theories and in different ways. One set of statements was testified to be exactly what the books showed, without the change of a figure. These exhibits are known as lo P, lo Q. As to these statements I do not understand that there is any controversy as to the accuracy of the figures. A second statement, known as lo R, lo S, is identical with the foregoing, with the elimination of one entry, which, as a matter of fact, was eliminated by the company itself some months after LIABILITIES OF DIRECTORS 599 its entry. There was entered on the books on December 31, 1898, an item of $388,063.36 of the anticipated or estimated future profits on contracts for future deliveries running over many months. This entry, for the rea- sons stated in regard to the contracts for future deliveries, was unjusti- fiable. The company subsequently removed this entry. The actual trans- actions, that is, the deliveries of the malt called for by the contracts and the receipts in payment therefor being reported from time to time as they occurred, resulting in double credits, the cancellation or reversal of the entry was absolutely required. On the other hand, I find against the plaintiffs in regard to their contention as to the increase account. Barley is bought by the bushel of forty-eight pounds. Malt, the manufactured ■article made from barley by steeping, is dealt in by the bushel of thirty- four pounds. The process of manufacture produces about fifteen per cent more of malt by the bushel than the barley measures from which it is produced. The amount of this fifteen per cent excess is reported from each of the manufactories month by month as increase. Of course, this in- crease has a value, as it is sold as malt at malt prices. For the purpose of inventory the company has ascribed to it the value of the barley. This, plaintiffs claim, is error, because that amount has already once been charged to malt account, and they say this increase should have no value ascribed to it until sold and delivered, when its proceeds go into the books as cash. But it certainly is an asset of the company, and as an asset at in- ventory periods, or when it is necessary to ascertain the actual condition of the company, it must be valued in some way. As it has always been the custom in the malting business to treat it as treated by this company, I am unwilling to disregard that custom. The accounts upon which I based my conclusions treated it as this company did. I find that at the time of the declaration and payment of the third dividend, July, 1898, a deficit was caused thereby of $142,774.59, and from that time to the end of the period under consideration none of the dividends were paid out of net profits, but all were paid out of capital. But it appears that defendant Curtiss was not present at the meeting on February 28, 1899, when the dividend paid April 15, 1899, was authorized. Under the New York statute — under which we are proceeding — a director who was not present when the dividend was declared is not liable. The approval of the minutes at the following June meeting, at which he was present, was only the authentication of the proof of what had happened at the previous meeting. He is, therefore, not to be held liable for that dividend. He is liable, in my judgment, as follows: For dividends paid July 15, 1898, to the extent of $142,774.59; October IS, 1898, $219,450; January 15, 1899, $219,450; July IS, 1899, $252,700; October 15, 1899, $252,700— $1,087,074.59, with interest thereon from the several dates of payment. As the highest court of New Jersey, interpreting the law of the State under which this company was incorporated, held, "for the full protection of the company the liability of the directors must be absolute" (Appleton v. Am. Malting Co.), I find against the defendant upon his claim that the accrued profits of the com- pany, made under a changed management, can be credited in his favor 6oo AUDITING against his liability. It is claimed that this is a harsh law. If it were, such complaint should be made to the Legislature, and not to the court. It does not seem to me that in these days of great corporations and of combina- tions into one of many corporations it is asking too much of directors, fiduciary officers as they are, that they should obey the law of their incor- poration, and not bring their companies to the verge of bankruptcy and ruin by the payment of quarterly dividends on preferred stock out of capital instead of net earnings. As to the second cause of action: While the allegations are profuse as to a "willful, fraudulent, and illegal con- spiracy," the proof failed to establish that there was any such conspiracy for defendant's personal benefit. The cases establishing the cause of action pointed at in these allegations have been where directors have diverted to themselves for their own benefit the property of the company. The damage here flowed out of the making of the dividends, if any there was. It was alleged that the company had to issue bonds, and that the commis- sions, discounts, and interest thereon amount to $650,000, which, as a waste of its funds, the plaintiff seeks to recover. But as I find that this flowed as a damage only from the declaration and payment of the dividends, I am persuaded by the language of Mr. Justice Hatch in Hutchinson v. Stadler, supra, that it does not under the facts of this case constitute a separate cause of action. He says: ja point of fact the statute of the State of New Jersey upon this subject, as well as our own, does little more than lay down a rule of damage to be enforced against directors for breach of duty. At common law a recovery could be had for the waste, but the ex- tent of the recovery would depend upon the damage sustained by the cor- poration and be the subject of proof. The statute measures the loss sus- tained, which is usually the correct amount, and authorizes a recovery therefrom of the individuals who produced that result." It seems to me that any other theory would result in turning the amount recovered for illegal dividends into a penalty. The Court of Errors and Appeals of New Jersey, in this very matter, as well as our Appellate Division, have held: "The liability imposed by the statute is not penal in its character. Its sole purpose is not to punish, but to provide for the making of com- pensation by wrongdoers for the injury sustained by their wrongful act." This alleged loss must, therefore, be held to have been included in that for which the defendant is required to make compensation by paying into the company an amount equal to the illegal dividends. CHAPTER XXXIV FEDERAL EXCISE TAX ON CORPORATIONS Of all the various methods and schemes of taxation enacted by the Federal Congress or by State Legislatures, there is none which is of more importance to the auditor than that portion of the Payne-Aldrich tariff act which relates to the taxation of corporations based upon net income in excess of $S,ooo. To all intents and purposes this is an income tax, and, al- though it has been declared constitutional by the Supreme Court of the United States, it is very generally admitted that to describe it as other than an income tax is a legal fiction. Income taxation has been known in Great Britain since the close of the eighteenth century, and in many other countries the principle has been applied with at least fairly satisfactory results; but there is in America a deep-rooted antipathy to the idea of taxing incomes, and this receives constitutional indorse- ment by clause four of Article I, section ii of the National Con- stitution, which is as follows : No capitation or other direct tax shall be laid, unless in propor- tion to the census or enumeration hereinbefore directed to be taken. At the time of the War of 1812 an income tax was proposed, but was rejected by Congress. During the Civil War, however, an income tax was imposed and continued in force until 1872. The Wilson tariff bill, passed in 1894, contained provision for a tax of two per cent on incomes in excess of $4,000, but this was declared unconstitutional by the Supreme Court, and no serious effort was made to secure the passage of an income tax between that time and 1909, when the Payne-Aldrich bill became law. The evasion of the constitutional disability which character- ized the corporation tax found so much favor in certain quarters that a bill was introduced in the second session of the sixty- second Congress by the leader of the majority, the Hon. Oscar W. Underwood, to extend the provisions of the corporation tax law to include the income or profits of firms, copartnerships, and 601 6o2 AUDITING individuals. Although this bill did not become law, it was largely supported in the House of Representatives and serves as an illus- tration of the ease with which a legal fiction may be used to evade a constitutional limitation. (See text of bill, p. 632.) Sooner or later it is believed that the necessary number of State Legislatures will ratify the proposal to amend the Federal Constitution so that income taxation may be permitted under its true name, but until that has been done the Federal corporation tax section of the Payne-Aldrich tariff law remains the chief center of interest to the auditor of corporations upon which the tax falls. The full text of the law (section 38 of the tariff act, approved August 5, 1909) follows : ions Sec. 38. That every corporation, joint stock company or association, I Tax organized for profit and having a capital stock represented by shares, and every insurance company now or hereafter organized under the laws of the United States or of any State or Territory of the United States, or under the Acts of Congress applicable to Alaska or the District of Columbia, or now or hereafter organized under the laws of any foreign country and engaged in business in any State or Territory of the United States or in Alaska or in the District of Columbia, shall be subject to pay annually a it of special excise tax with respect to the carrying on or doing business by '™^ such corporation, joint stock company or association, or insurance com- pany, equivalent to one per centum upon the entire net income over and above five thousand dollars received by it from all sources during such year, exclusive of amounts received by it as dividends upon stock of other corporations, joint stock companies or associations, or insurance companies, subject to the tax hereby imposed; or if organized under the laws of any foreign country, upon the amount of net income over and above five thousand dollars received by it from business transacted and capital invested within the United States and its Territories, Alaska, and the District of Columbia during such year, exclusive of amounts so received by it as dividends upon stock of other corporations, joint stock companies, or associations, or insurance companies, subject to the tax hereby imposed: Provided, however. That nothing in this section contained shall apply to labor, agricultural or horticultural organizations, or to fraternal beneficiary ms societies, orders, or associations operating under the lodge system, and ct to providing for the payment of life, sick, accident, and other benefits to the members of such societies, orders, or associations, and dependents of such members, nor to domestic building and loan associations, organized and operated exclusively for the mutual benefit of their members, nor to any *The marginal notes are here inserted for the convenience of the reader; they are not an integral part of the law. CORPORATION TAX LAW 603 corporation or association organized and operated exclusively for religious, charitable, or educational purposes, no part of the net income of which inures to the benefit of any private stockholder or individual. Second. Such net income shall be ascertained by deducting from the gross amount of the income of such corporation, joint stock company or association, or insurance company, received within the year from all sources : 1st. All the ordinary and necessary expenses actually paid within the year out of income in the maintenance and operation of its business and properties, including all charges, such ' as rentals or franchise payments, required to be made as a condition to the continued use or possession of property. and. All losses actually sustained within the year and not compensated by insurance or otherwise, including a reasonable allowance for depreciation of property, if any, and in the case of insurance companies the sums other than dividends, paid within the year on policy and annuity contracts and the net addition, if any, required by law to be made within the year to reserve funds. 3rd. Interest actually paid within the year on its bonded or other in- debtedness to an amount of such bonded and other indebtedness not ex- ceeding the paid-up capital stock of such corporation, joint stock company or association, or insurance company, outstanding at the close of the year, and in the case of a bank, banking association, or trust company, all inter- est actually paid by it within the year on deposits. 4th. All sums paid within the year for taxes imposed under the au- thority of the United States or of any State or Territory thereof, or im- posed by the government of any foreign country as a condition to carrying on business therein. Sth. All amounts received by it within the year as dividends upon stock of other corporations, joint stock companies or associations, or insurance companies, subject to the tax hereby imposed : Provided, That in the case of a corporation, joint stock company, or association, or insurance company, organized under the laws of a foreign country, such net income shall be ascertained by deducting from the gross amount of its income received within the year from business transacted and capital invested within the United States and any of its Territories, Alaska, and the District of Columbia: 1st. All the ordinary and necessary expenses actually paid within the year out of earnings in the maintenance and operation of its business and property within the United States and its Territories, Alaska, and the Dis- trict of Columbia, including all charges such as rentals or franchise pay- ments required to be made as a condition to the continued use or possession of property. 2nd. All losses actually sustained within the year in business con- ducted by it within the United States or its Territories, Alaska, or the Dis- trict of Columbia not compensated by insurance or otherwise, including a reasonable allowance for depreciation of property, if any, and in the case of insurance companies the sums other than dividends, paid within the year How "Net In- come" Shall Be Ascertained How "Net In- come" of For- eign Corpora- tions Shall Be Ascertained 6o4 AUDITING on policy and annuity contracts and the net addition, if any, required by law to be made within the year to reserve funds. 3rd. Interest actually paid within the year on its bonded or other in- debtedness to an amount of such bonded and other indebtedness, not ex- ceeding the proportion of its paid-up capital stock outstanding at the close of the year which the gross amount of its income for the year from business transacted and capital invested within the United States and any of its Territories, Alaska, and the District of Columbia bears to the gross amount of its income derived from all sources within and without the United States. 4th. The sums paid by it within the year for taxes imposed under the authority of the United States or of any State or Territory thereof. Sth. All amounts received by it within the year as dividends upon stock of other corporations, joint stock companies or associations, and insurance companies, subject to the tax hereby imposed. In the case of assessment insurance companies, the actual deposit of sums with State or Territorial officers, pursuant to law, as additions to guaranty or reserve funds shall be treated as being payments required by law to reserve funds. Third. There shall be deducted from the amount of the net income of each of such corporations, joint stock companies or associations, or insurance ' companies, ascertained as provided in the foregoing paragraphs of this section, the sum of five thousand dollars, and said tax shall be computed upon the remainder of said net income of such corporation, joint stock company or association, or insurance company, for the year ending Decem- ber thirty-first, nineteen hundred and nine, and for each calendar year bd thereafter; and on or before the first day of March, nineteen hundred and ten, and the first day of March in each year thereafter, a true and accurate return, under oath or affirmation of its president, vice-president, or other principal officer, and its treasurer or assistant treasurer, shall be made by each of the corporations, joint stock companies or associations, and in- surance companies, subject to the tax imposed by this section, to the Col- lector of Internal Revenue for the district in which such corporation, joint stock company or association, or insurance company, has its principal place of business, or, in the case of a corporation, joint stock company or associa- tion, or insurance company, organized under the laws of a foreign country, in the place where its principal business is carried on within the United States, in such form as the Commissioner of Internal Revenue, with the approval of the Secretary of the Treasury, shall prescribe, setting forth: 5e 1st. The total amount of the paid-up capital stock of such corporation, joint stock company or association, or insurance company, outstanding at the close of the year. 2nd. The total amount of the bonded and other indebtedness of such corporation, joint stock company or association, or insurance company, at the close of the year. 3rd. The gross amount of the income of such corporation, joint stock company or association, or insurance company, received during such year from all sources, and if organized under the laws of a foreign country, the gross amount of its income received within the year from business trans- CORPORATION TAX LAW 605 acted and capital invested within the United States and any of its Ter- ritories, Alaska, and the District of Columbia; also the amount received by such corporation, joint stock company or association, or insurance com- pany, within the year by way of dividends upon stock of other corporations, joint stock companies or associations, or insurance companies, subject to the tax imposed by this section. 4th. The total amount of all the ordinary and necessary expenses actually paid out of earnings in the maintenance and operation of the busi- ness and properties of such corporation, joint stock company or associa- tion, or insurance company, within the year, stating separately all charges such as rentals or franchise payments required to be made as a condition to the continued use or possession of property, and if organized under the laws of a foreign country, the amount so paid in the maintenance and operation of its business within the United States and its Territories, Alaska, and the District of Columbia. Sth. The total amount of all losses actually sustained during the year and not compensated by insurance or otherwise, stating separately any amounts allowed for depreciation of property, and in the case of insurance companies, the sums other than dividends, paid within the year on policy and annuity contracts and the net addition, if any, required by law to be made within the year to reserve funds; and in the case of a corporation, joint stock company or association, or insurance company, organized under the laws of a foreign country, all losses actually sustained by it during the year in business conducted by it within the United States or its Territories, Alaska, and the District of Columbia, not compensated by insurance or otherwise, stating separately any amounts allowed for depreciation of property, and in the case of insurance companies the sums other than dividends, paid within the year on policy and annuity contracts and the net addition, if any, required by law to be made within the year to reserve fund. 6th. The amount of interest actually paid within the year on its bonded or other indebtedness to an amount of such bonded and other indebtedness not exceeding the paid-up capital stock of such corporation, joint stock company or association, or insurance company, outstanding at the close of the year, and in the case of a bank, banking association, or trust company, stating separately all interest paid by it within the year on deposits; or in case of a corporation, joint stock company or association, or insurance com- pany, organized under the laws of a foreign country, interest so paid on its bonded or other indebtedness to an amount of such bonded and other in- debtedness not exceeding the proportion of its paid-up capital stock out- standing at the close of the year, which the gross amount of its income for the year from business transacted and capital invested within the United States and any of its Territories, Alaska, and the District of Columbia, bears to the gross amount of its income derived from all sources within and without the United States. 7th. The amount paid by it within the year for taxes imposed under the authority of the United States or any State or Territory thereof, and 6o6 AUDITING separately the amount so paid by it for taxes imposed by the government of any foreign country as a condition to carrying on business therein. 8th. The net income of such corporation, joint stock company or as- sociation, or insurance company, after making the deductions in this section authorized. All such returns shall, as received, be transmitted forthwith by the collector to the Commissioner of Internal Revenue. Re- Fourth. Whenever evidence shall be produced before the Commissioner of Internal Revenue which, in the opinion of the Commissioner, justifies the belief that the return made by any corporation, joint stock company or association, or insurance company, is incorrect, or whenever any collector shall report to the Commissioner of Internal Revenue that any corporation, I joint stock company or association, or insurance company, has failed to make a return as required by law, the Commissioner of Internal Revenue may require from the corporation, joint stock company or association, or insurance company making such return, such further information with ref- erence to its capital, income, losses, and expenditures as he may deem expedient; and the Commissioner of Internal Revenue, for the purpose of ascertaining the correctness of such return or for the purpose of making ,y Be a return where none has been made, is hereby authorized, by any regularly appointed revenue agent specially designated by him for that purpose, to examine any books and papers bearing upon the matters required to be included in the return of such corporation, joint stock company or as- sociation, or insurance company, and to require the attendance of any oiEcer or employee of such corporation, joint stock company or association, or insurance company, and to take his testimony with reference to the matter required by law to be included in such return, with power to ad- aurts niinister oaths to such person or persons; and the Commissioner of Internal Revenue may also invoke the aid of any court of the United States having jurisdiction to require the attendance of such officers or employees and the production of such books and papers. Upon the information so ac- quired, the Commissioner of Internal Revenue may amend any return or make a return where none has been made. All proceedings taken by the Commissioner of Internal Revenue under the provisions of this section shall be subject to the approval of the Secretary of the Treasury. to Fifth. All returns shall be retained by the Commissioner of Internal *^* Revenue, who shall make assessments thereon; and in case of any return made with false or fraudulent intent, he shall add one hundred per centum of such tax, and in case of a refusal or neglect to make a return or to verify the same as aforesaid, he shall add fifty per centum of such tax. In case of neglect occasioned by the sickness or absence of an officer of such corporation, joint stock company or association, or insurance com- pany, required to make said return, or for other sufficient reason, the col- lector may allow such further time for making and delivering such re- turn as he may deem necessary, not exceeding thirty days. The amount so added to the tax shall be collected at the same time and in the same manner as the tax originally assessed unless the refusal, neglect, or falsity is discovered after the date for payment of said taxes, in which case the urn CORPORATION TAX LAW 607 amount so added shall be paid by the delinquent corporation, joint stock company, or association, or insurance company, immediately upon notice given by the collector. All assessments shall be made, and the several corporations, joint stock companies or associations, or insurance companies, shall be notified of the amount for which they are respectively liable on or before the first day of June of each successive year, and said assess- ments shall be paid on or before the thirtieth day of June, except in cases of refusal or neglect to make such return, and in cases of false or fraudu- lent returns, in which cases the Commissioner of Internal Revenue shall, upon the discovery thereof, at any time within three years after said return is due, make a return upon information obtained as above provided for, and the assessment made by the Commissioner of Internal Revenue thereon shall be paid by such corporation, joint stock company or associa- tion, or insurance company, immediately upon notification of the amount of such assessment; and to any sum or sums due and unpaid after the thirtieth day of June in any year, and for ten days after notice and demand thereof by the collector, there shall be added the sum of five per centum on the amount of tax unpaid and interest at the rate of one per centum per month upon said tax from the time the same becomes due. Sixth. When the assessment shall be made, as provided in this section, the returns, together with any corrections thereof which may have been made by the Commissioner, shall be filed in the office of the Commissioner of Internal Revenue and shall constitute public records and be open to inspection as such. Seventh. It shall be unlawful for any collector, deputy collector, agent, clerk, or other officer or employee of the United States to divulge or make known in any manner whatever not provided by law to any person any in- formation obtained by him in the discharge of his official duty, or to divulge or make known in any manner not provided by law any document received, evidence taken, or report made under this section except upon the special direction of the President; and any offense against the foregoing pro- vision shall be a misdemeanor and be punished by a fine not exceeding one thousand dollars, or by imprisonment not exceeding one year, or both, at the discretion of the court. Eighth. If any of the corporations, joint stock companies or associa- tions, or insurance companies, aforesaid, shall refuse or neglect to make a return at the time or times hereinbefore specified in each year, or shall render a false or fraudulent return, such corporation, joint stock com- pany or association, or insurance company, shall be liable to a penalty of not less than one thousand dollars and not exceeding ten thousand dollars. Any person authorized by law to make, render, sign, or verify any return, who makes any false or fraudulent return, or statement, with in- tent to defeat or evade the assessment required by this section to be made, shall be guilty of a misdemeanor, and shall be fined not exceeding one thousand dollars or be imprisoned not exceeding one year, or both, at the discretion of the court, with the costs of prosecution. Delinquent Taxes Reports Public Records Information Not to Be Divulged Penalty for False or No Return irts lic- 608 AUDITING All laws relating to the collection, remission, and refund of internal revenue taxes, so far as applicable to and not inconsistent with the pro- visions of this section, are hereby extended and made applicable to the tax imposed by this section. Jurisdiction is hereby conferred upon the circuit and district courts of the United States for the district within which any person summoned under this section to appear to testify or to produce books, as aforesaid, shall reside, to compel such attendance, production of books, and testimony by appropriate process. As soon as the text of the bill was made known some of the leading accounting firms, recognizing the impracticability of the bill as drafted, prepared a letter which was sent to each member of Congress and to the Attorney General. Although the letter and resultant correspondence have previously been published, it is necessary to a clear understanding of the case that they should be given here. The letter was signed by twelve accounting firms in New York. New York City, July 8, 1909. Dear Sir: On reading the text of the proposed corporation tax law, as reported in the Commercial and Financial Chronicle of July 3, 1909, we have formed the opinion that some of its provisions are absolutely impossible of ap- plication, and others violate all the accepted principles of sound accounting. Under the third clause it is provided "that there shall be deducted from the amount of the net income of each of such corporations, . . . ascer- tained as provided in the foregoing paragraphs of this section, the sum of $5,000, and said tax shall be computed upon the remainder of said net in- come of such corporation . . . for the year ending December 31, 1909, and for each year thereafter, and on or before the ist day of March, 1910, and the 1st day of March of each year thereafter, a true and accurate return under oath or affirmation of its president," etc., etc. In connection with this clause we would call attention to the fact that, as you are no doubt aware, the fiscal year of a number of corporations is not, and for business reasons cannot be, the calendar year, and consequently, having in mind that in such cases an inventory was not taken at the be- ginning of the calendar year 1909, it is and will be quite impossible for any business, corporation, or institution, whose fiscal year does not terminate with the calendar year, to make a true return of its profits as required by the proposed law. Under clause i the tax is to be charged upon the "entire net income,'' and the net income is to be "ascertained by deducting from the gross amount of the income . . . from all sources," (i) "Expenses actually paid," (2) "Losses actually sustained," CORPORATION TAX LAW 609 (3) "Interest actually paid," in each case "within the year." The words '"actually paid" convey, and it is to be presumed are intended to convey, actual disbursements out of the treasury. The proper deductions should be : (i) Expenses actually incurred because the payment is not necessarily made in the year in which the expense is incurred; (2) Losses actually ascertained because losses may be incurred and the amount not be ascertained until a subsequent period; (3) Interest actually accrued because interest is never paid until the end of the period during which it accrues, and the interest accrued is the proper charge against income. In clause I the bill refers to "net income received" ; in clause 2 it refers to "gross income" without the addition of word "received" ; in clause 3, paragraph 3, it refers to "gross income received." There is here a com- plete confusion between income and income received, which can only lead to endless complication. Two methods may be adopted for taxation purposes, either (i) To tax the difference between actual cash receipts on revenue ac- count and actual cash payments on revenue account, which difference will seldom if ever represent the profits of a manufacturing concern; or (2) To tax profits made up in the ordinary commercial way, namely, to ascertain the gross income earned, whether received or not, and to deduct therefrom — 1. Expenses actually incurred during the year, whether paid or not; 2. Losses actually ascertained and written off during the year whenever incurred; 3. Interest accrued during the year, whether paid or not; 4. A reasonable allowance for depreciation of property; and 5. Taxes. As accountants actively engaged in the audit and examination of a number of varied businesses and enterprises, we unhesitatingly say that the law as framed is absolutely impossible of application, and would sug- gest that in the said clauses I, 2, and 3 of paragraph 2, the words "actually paid" and "actually sustained" be changed to read "actually incurred" and "actually ascertained," and that the third clause be changed to read so that the return will be based on the last completed fiscal year prior to December 31st in cases where the fiscal year of a corporation is not the calendar year. Yours very truly, (Signed by twelve firms of accountants.) The Attorney General replied as follows : Washington, D. C, July 12, 1909. Gentlemen : I am in receipt of the letter signed by your firm and a number of others with respect to the proposed corporation tax law, in which you advise me that you have formed the opinion that some of its provisions 6io AUDITING are absolutely impossible of application and others' violate all the accepted principles of sound accounting. You first call my attention to the fact that "the fiscal year of a number of corporations is not, and for business reasons cannot be, the calendar year, and consequently, having in mind that in such cases an inventory was not taken at the beginning of the calendar year 1909, it is and will be quite impossible for any business, corporation or institution, whose fiscal year does not terminate with the calendar year, to make a true return of its profits as required by the proposed law." I beg to call your attention, in the first place, to the fact that the proposed law does not impose a tax upon "profits," but upon "the entire net income over and above five thousand dollars received by" the corporation, joint stock company or association, or insurance company, subject to the law, from "all sources during such year." It has been the uniform prac- tice of the Government in framing revenue bills to require the tax to be paid as of a fixed date, and, so far as I have been able to ascertain, in every instance the tax is imposed for the calendar year ending December 31st. Such was the income tax law of 1894. It may be inconvenient, but it is certainly not impossible for any corporation which keeps just and true books of account to make up a return such as that required by the pro- posed law, particularly as the return requires statements of actual receipts and payments, and not, as you recommend in your communication, of ex- penses "incurred," interest "accrued," and losses "ascertained." 2. You next object that the proposed law authorizes the deductions of "expenses actually paid," and you contend that this should be changed to read "expenses actually incurred." The bill was purposely framed to deal with receipts and disbursements made within the year for which the tax was to be imposed, and the words "actually paid" were employed ad- visedly. The same may be said with respect to losses actually sustained and interest actually paid. The theory of the framers of the bill in this respect differs from that which you advocate. 3. You then object that in Clause i the bill refers to "net income received"; in Clause 2 it refers to "gross income" without the addition of the word "received"; and in Clause 3, Paragraph 3, it refers to "gross income received," and you comment: "There is here a complete confusion between income and income received, which can only lead to endless complication." I cannot agree that there is any confusion whatever in this respect. "Gross income" in Clause 2 obviously and necessarily means "gross income received." The tax is imposed by Clause I upon the entire net income above five thousand dollars received from all sources during the year. By Clause 2 "such net income" is to be ascertained by deducting from the gross amount of the income from all sources the specified items; and if anybody could question whether that meant "gross income received," his doubt would be removed by the provisions in Paragraph 3 of Clause 3. Your further statement that "as accountants actively engaged in the audit and examination of a number of varied businesses and enterprises, we unhesitatingly say that the law as framed is absolutely impossible of CORPORA.TION TAX LAW 6ii application," causes me very great surprise. My personal acquaintance with you and a number of the other signers of the letter leads me to the belief that you have underestimated your capacity. Certainly the state- ment of objections made in your letter is entirely insufficient to support the conclusion which you express. I am, respectfully yours, (Signed) George W. Wickersham, Attorney General. The following reply, stating in more detail the reasons why the law as framed was impossible of application, was sent to the Attorney General: New York, July 21, 1909. Dear Sir: We have to acknowledge receipt of your letter of July 12th, replying to ours of July 8th. Our only object in addressing you was to be of assistance in a matter of practical accounting which enters into the proposed law, as to which we believe that our experience specially qualifies us to speak. We have purposely refrained from any reference to the policy involved in the law, with which we, as accountants, are not concerned. The views expressed in your letter of the 12th instant would seem to indicate that you have not fully appreciated the difficulties which will be met with in carrying into effect the provisions of the proposed law as amplified and explained in your letter; and we therefore feel that, in justice to ourselves, we must refer at greater length to some matters which were only briefly touched upon in our letter of July 8th. We are glad to have your clear expression as to the intention of the law to deal with Receipts and Disbursements only (presumably on Income Account) and not with Income Earned (or Profits) and Expenditures In- • curred. Under these circumstances it would seem better to use the term "Receipts on Income Account" and "Disbursements on Income Account" rather than "Income" and "Expense," as the latter terms are more commonly defined and used in relation to Income Earned and Expenses Incurred. In any case, if in Clause 2 "Gross Income" means, as you state it is intended to mean, "Gross Income Received," it would certainly be better to say so and thus remove any possible ambiguity. We note that you refer to the precedent of the Income Tax Law of 1894. We believe that this law was declared unconstitutional before there had been time to experience the difficulties and uncertainties which any attempt to enforce it, if drawn on the lines of the present bill, would have involved. In this connection we may perhaps point to the precedent of the English Income Tax Law, which has stood the test of over half a century. In this case the tax is on Profits, which in this country are fre- quently termed "Net Income"; and the accounts of corporations prepared in the regular course of business for their respective fiscal years are and 6i2 AUDITING always have been accepted as the basis of taxation, subject to minor pro- visions as to rates of depreciation, interest deductions, etc. Our main criticism of the bill in its present form is that in the large majority of cases it will be impossible of application for the year 1909, as explained in our previous letter, and very difficult and expensive, if not al- together impossible, in subsequent years. Railroads perhaps require the simplest form of accounting obtaining among business corporations. These accounts are kept in a form pre- scribed by the Interstate Commerce Commission, and severe penalties can be inflicted for any departure from those forms. They must be kept on a basis not of Receipts and Disbursements, but of Earnings, whether col- lected in cash or not, and of Expenses, whether paid or not, which in both cases accrue during the fiscal year closing on June 30th, the outstanding Income and Expense items uncollected and unpaid running into very large figures and frequently varying considerably in amount between one year and another. While it would be possible to prepare also an account of Receipts and Disbursements, this would involve a great deal of extra work in the compilation of special data and would raise most difficult questions as to the proper distribution between Capital and Income of large payments for stores, the ultimate use of which is not and cannot be known at the time of payment. Turning now from this, which is perhaps the most simple case, to that of a large manufacturing concern producing all kinds of finished products out of purchases of ore and other raw materials, an accurate or even approximate statement of Cash Receipts and Disbursements on Income Ac- count is a practical impossibility at any time. Cash Receipts arising from sales of products can be ascertained without much difficulty beyond requir- ing considerable extra work. But no system of accounting can give even approximately "the ordinary and necessary expenses actually paid within the year out of Income in the maintenance and operation of its business and properties." Such expenses presumably must include the cost of the goods sold. Into this cost, and following it through all the intricate ac- counting which has been found to be necessary, are raw materials actually used in manufacture, labor expended, and innumerable items of expense which are taken into costs as they accrue, quite irrespective of the date of payment. Very large inventories are carried of materials and supplies which are purchased at one period, paid for at another, and used at all sorts of times, in all sorts of quantities, and for all sorts of purposes, mainly for manufacture into products for sale, but to a large extent for additions to or extensions of the plant. Such as are used for the latter purpose are not, as we understand the proposed law, a proper deduction from Gross Income, and yet long before they are used all identity between the materials themselves and the disbursements made for them has been lost. There is, in our opinion, no method by which any such statement as that called for in the proposed law can be prepared short of an entirely independent and separate set of books, designed to follow each bill paid through to the ultimate destination of the materials or services covered CORPORATION TAX LAW 613 thereby, thus duplicating the present cost of the Accounting Department and serving no useful purpose whatever. Even if such method were adopted, it is very doubtful if it would produce the results required with even approximate accuracy. Without unduly burdening this letter, it is impossible to go into further details here; but the facts must, in the opinion of any one familiar with the operations and accounts of a complicated modern manufacturing concern, fully justify the conclusions which we expressed in our letter of July 8th, and which we now emphatically indorse. Whether the proposed method is physically impossible, or merely, as you state, "inconvenient," it will, we think, be generally conceded that it is in the general interest of the effective administration of laws relating to taxes that they should involve as little inconvenience as possible upon those required to make returns thereunder. The basis for arriving at the amount liable to taxation suggested in our former letter would have the advantage of simplicity, and if the tax is to be a permanent institution, its efficient operation would be greatly facilitated by conformity with regular accounting methods. We have felt it our duty to protest strongly against the wording of the proposed bill upon the grounds set forth, but our object is to help, and not to hinder. If you think any good purpose would be served by our appearing before you and discussing this matter fully with a view of arriving at a satisfactory solution, which we are satisfied can be done, we shall be pleased to hold ourselves at your disposal for this purpose. Regretting our inability to in any way modify the conclusions already expressed. We are. Dear Sir, Yours very truly, (Signed by eleven firms of accountants.) The Attorney General's reply to the second letter of the ac- countants was as follows: Washington, D. C, July 22, 1909. Dear Sirs: I have a letter dated the 21st instant, signed by yourself and a num- ber of other firms of accountants, in response to my letter of July 12th, replying to your former letter of July 8th. In your last letter you set forth in somewhat more detail the following proposition: "But no system of accounting can give even approximately 'the ordi- nary and necessary expenses actually paid within the year out of income in the maintenance and operation of its business and properties.'" I think the bare statement of that proposition would be received with very great incredulity by most minds. Certainly, I am quite unable to assent to it. However, it is now too late to attempt to recast the cor- poration tax amendment bill on the basis of such proposition. Respectfully yours, (Signed) George W. Wickersham, Attorney General. 6i4 AUDITING A glance at the text of the law as it stands on the statute books will show that in spite of the protest of the accountants, who in this case were the men best qualified to judge of the work- ability of the law, the bill was allowed to pass in its awkward and unworkable form. Those interested in the subject should compare the law with the accountants' letters and the Treasury- explanations. It will be found that the position of the account- ants was fully confirmed although no recognition of this fact has been made. The Treasury Department practically rewrote the law, thus proving its impracticability. Out of this have resulted some interesting incidents. Where litigation is resorted to, the court follows the law — not the interpretation thereof by the Treasury. Probably nine-tenths of the returns would, or could be altered if the law were followed instead of the prescribed forms. For some time after the passage of the act the Treasury De- partment, which was intrusted with the collection of the tax, and the Attorney General's department, which was responsible for the wording of the law, were unable to agree as to the method of collection, the exemptions to be allowed, and the calculation of net profits. While things were in this chaotic condition in the Govern- ment offices, corporations were equally undecided as to what returns were desired and what amount of taxes each would be called upon to pay. Shortly after the passage of the act, however, the Treasury Department issued an explanation of the law and the regulations which would be laid down for its administration. The text of this explanation follows. Corporation Excise Tax PREPARATION OF BLANKS AND REGULATIONS In the preparation of blanks and regulations for the administration of the Corporation Excise Tax, provided for in section 38 of the tariff act of August S, 1909, the first question was to ascertain the real intent of the law. After ascertaining the real intent of the law, the problem was then to so prepare the forms and regulations as to carry out that intent and at the same time avoid, as far as consistent, unnecessary and un- reasonable interference with ordinary practices of business. The standard adopted in making the regulations was that they should be fair, just, and reasonable to the taxpaying corporations as well as to the Government. CORPORATION TAX LAW 615 A study of the act discloses clearly that the intent of the law is as follows : 1. That the law is a revenue measure and should be construed liberally for the purpose of producing revenue for the Government. 2. That the real intent of the law is to collect a tax of l per cent on the net income, less $5,000, of the individual corporation, joint stock com- pany, or association, liable to the tax. In order to clearly understand the intent of the law a few primary definitions are essential: NET INCOME The term "net income" as used in this law means not only net profits arising from the operation of the principal business of the corporation, but all items of income received from other sources, such as investments, holdings in other companies, and businesses, etc. The expression "net income" is used because there can be no question as to its embracing amounts of income received from these outside sources, whereas there might be some question as to whether or not such items would be in- cluded in the expression "net profits" or "net earnings." GROSS INCOME In the same manner the term "gross income" includes gross profits, the expression being used because there can be no question but what it embraces all items of income received by any corporation from any source, while there might be some question as to whether "gross profits" or "gross earnings" would embrace such items. A great amount of adverse criticism of this law is due to misap- prehension of the proper definitions of these terms. The opinion was advanced that because "gross income" was not "gross profits" it must be "gross receipts," and that, in the same way, because "net income" was not "net profits," it meant "net receipts." An examination of the law, however, will show that if gross income meant gross receipts, the statutory de- ductions therefrom would not leave net receipts, but would leave merely an arbitrary sum. It also appeared from calculations that if these in- terpretations were given to the law from mercantile and manufacturing companies alone, the amount of tax received would be many times the sum which was estimated to be collected from all corporations, joint stock companies, and associations of whatever nature. It is clear, therefore, that the purpose of the law was not to put a tax on receipts, but a tax on profits; and that the terms "gross income" and "net income" are used because, while they are practically indentical with "gross profits" and "net profits," they are yet more embrasive and conse- quently permit a more comprehensive administration of the law. The law requires that the return from every corporation, joint stock company, and association liable to the tax shall show the "gross amount of the income . . . received during the year from all sources," and au- thorizes certain deductions such as "ordinary and necessary expenses 6i6 AUDITING actually paid out of earnings in the business and property of such cor- porations . . . within the year; all losses sustained during the year; amount of interest actually paid within the year; amount paid by it within the year for taxes; amount received within the year as dividends upon stock of other corporations liable to this tax, etc." Very careful consideration has been given to these expressions in order to determine what evidence shall be required in order to determine what items are to be considered as "income" in calculating "gross income," and what items should be allowed as deductions under the language of the law. An impression has obtained in some quarters that no item should be considered in making up the account of the corporation, either as in- come or a deduction, unless its receipt or disbursement was evidenced by an actual cash transaction. It was owing to this interpretation placed on the law that a great number of accountants throughout the country de- clared that the law was impossible of administration, and if their interpre- tation of the law had been correct, there would indeed have been the most serious difficulty. Upon first reading the law and studying the authorities relating to the language used, it would appear that the words admit of no interpreta- tion other than that an item must have been evidenced by the actual dis- bursement of cash, or something of equal value, before it could be con- sidered in making up the account of a corporation. It is interesting to note, however, that all definitions and decisions regarding the expression "actually paid," consider the matter from the standpoint of debtor and creditor, and not from the standpoint of the individual himself, or in this case, from within a corporation concerned solely with its own accounts from which alone the law requires this return for taxation to he made, and not taking into consideration the standpoint of the debtor. It is clear that to hold that the phrase "actually paid within the year" requires evidence of actual disbursement in cash during the year would prohibit anything like accurate returns being made by any corporation, and would render it impossible to carry out what is the main purpose of the law, because to subtract from the gross income the deductions specified in the statute, calculated on a cash basis, would give net income, on which the tax is to be measured, only when the entire business transacted by the corporation is done in cash and the transactions are completed every day. It is not believed that there is any such corporation in existence. The return predicated on gross income received in cash and deductions rep- resented by cash transactions, will vary from the real net income somewhat in proportion as the business transacted by the corporation varies from the absolutely cash basis. This is viewing the matter in its simplest aspect. When we contem- plate the complications and intricacies of the business affairs of a great corporation, with its many dealings with other corporations and individuals which are never settled in cash, but are settled on somewhat the clearing- house plan; its many advances of funds and long-deferred statements of accounts, purchases of supplies and materials at one time, which are mixed CORPORATION TAX LAW 617 with supplies and materials already on hand and those purchased at other times, and which are used and disbursed without any relation to their time of purchase, any attempt to follow each of these transactions out into the cashbook and to settle the accounts of such complicated actions of a cor- poration on the cashbook instead of on the ledger would result in inex- tricable confusion, uncertainty, and inaccuracy, and the friction occasioned the business world by such an attempt would be a very serious proposition. Relating to statutory deductions, the regulation is to the effect that the deductions authorized shall include all expense items under the various heads acknowledged as liabilities by the corporation making the return and entered as such on its books from January i to December 31 of the year for which return is made. It will appear, therefore, that the return is to be made up from the ledger and not the cash book, and that entry on the ledger from January i to December 31 of the year for which return is made is the evidence which will determine whether or not an item is to be taken account of in making the return. It is believed that this 'interpretation furnishes a practical working method by which the amount of income subject to the tax can be fairly and justly determined in every case. Of course, in administering a law applying to so many taxpayers (lists prepared by collectors show something over 400,000 corporations which will have to make returns) some of the returns will be inaccurate. The causes of inaccuracy will be two : First, honest error ; Second, willful intent to de- fraud the Government of revenue. If an honest error is made in calculat- ing the return for one year, it will be corrected if possible, and even if not corrected in one year, it would more than probably correct itself later. Where fraudulent purpose is discovered, vigorous prosecution will follow. This bureau feels that in dealing with the incorporated business of the country it is dealing, in the main, with honest men. However, the regula- tions are drawn sufficiently rigid to restrain anyone who does not measure up to this standard. The regulations do not call for specific methods of keeping accounts or any particular method of bookkeeping; the requirement is simply that the transaction be so recorded that accurate returns can be made there- from and verified when necessary. In many corporations, mercantile and manufacturing particularly, an inventory, or its equivalent, is essential at the close of each calendar year. The law specifically states that the tax shall be collected for the calendar year, and no return for any other period can be accepted. Provision is, however, made for preparing returns for the present year, when no in- ventory or equivalent was taken at close of last calendar year. Provision is made for a method of fairly determining amount of loss and depreciation claimed; also for a fair adjustment of profit or loss in case of sale of capital assets acquired prior to January I, 1909; also for properly accounting for materials and supplies, etc. Great numbers of communications have been received relative to the publicity clause. While there is apparently some inconsistency between 6i8 AUDITING the two paragraphs of the law relating to making public the information received, the language of the law relating to filing returns for record and public inspection is so clear that the Bureau of Internal Revenue has no discretion whatever in the matter. The forms and regulations will go to the collector of each district, who will send copies of the blanks and a copy of the regulations to every corporation whose name and address the collector has been able to secure. Failure to receive the blanks or any notice relative thereto will not excuse a corporation from making the return required by law, nor will it relieve it from penalties for failure so to do. If copies of blanks and regulations are not received on or about January i, application should be made to the collector in whose district the principal office of the corporation is lo- cated, so that the return can be in the hands of the collector by the time required in the statute. The regulations issued by the Commissioner of Internal Revenue are as follows : REGULATIONS Relative to Excise Tax on Corporations, Joint Stock Companies, Associations and Insurance Companies. Imposed by authority of Section 38, Act of August S. ipoP- Article I The attention of collectors and others is specially called to the fact that the tax imposed by this section of the law applies to all corporations, joint stock companies, associations, or insurance companies described (ex- cept those specifically exempted), without reference to the kind of business carried on, and that the tax is to be computed upon the net income of such corporations, joint stock companies, associations, and insurance com- panies, which shall be calculated by subtracting from the gross income re- ceived from all sources during the year certain deductions specifically set forth in the statute. Every corporation, joint stock company, association, or insurance com- pany not specifically enumerated as exempt shall make the return required by law, whether it may have net income liable to tax or not. In the case of corporations, joint stock companies, associations, or in- surance companies organized under the authority of the United States or any State or Territory thereof, including Alaska and District of Columbia, such net income relates not only to the business carried on within the con- fines of the United States, but to income received from business trans- acted in any foreign country as well. In case of corporations, joint stock companies, and associations organized under the authority of foreign coun- tries, the terms "Gross income," "Net income," and "Authorized deductions" relate only to business transacted within the United States or any State or Territory thereof. CORPORATION TAX LAW 619 Article II. — Gross Income The following definitions and rules are given for determining the gross income of the various classes of corporations: I A. Banks and other financial institutio'ns. — Gross income consists of the gross revenue derived from the operation and management of the busi- ness and property of the corporation making the return, together with all amounts of income (including dividends received on stock of other cor- porations, joint stock companies, associations, and insurance companies subject to this tax) derived from all other sources, as shown by the entries on its book^ from January i to December 31 of the year for which return is made. I B. Insurance compainies. — Same as i A above. 2. Transportation companies. — Same as i A above. 3. Manufacturing companies. — Gross income received during the year from all sources will consist of the total amount, ascertained through an accounting, that shows the difference between the price received for the goods as sold and the cost of such goods as manufactured. The cost of goods manufactured shall be ascertained by an addition of a charge to the account of the cost of goods as manufactured during the year of the sum of the inventory at beginning of the year and a credit to the account of the sum of the inventory at the end of the year. To this amount should be added all items of income received during the year from other sources, including dividends received on stock of other corporations, joint stock companies, associations, and insurance companies subject to this tax. In the determination of the cost of goods manufactured and sold as above such cost shall comprehend all charges for maintenance and operation of manufacturing plant, but shall not embrace allowances for depreciation of property nor for losses sustained which are to be taken account of in ascer- taining the net income subject to tax under the proper heading in the authorized deductions. 4. Mercantile companies. — Gross amount of income received during the year from all sources consists of the total amount ascertained through inventory, or its equivalent, which shows the difference between the price received for goods sold and the cost of goods purchased during the year, with an addition of a charge to the account of the sum of the inventory at beginning of the year and a credit to the account of the sum of the in- ventory at the end of the year. To this amount should be added all items of income received during the year from other sources inclusive of divi- dends received on stock of other corporations, joint stock companies, as- sociations, and insurance companies subject to this tax. In determining this amount no account shall be taken of allowances for depreciation of property, nor for losses sustained which are to be taken account of in as- certaining the net income subject to tax under the proper heading in the authorized deductions. 5. Miscellaneous. — Gross income consists of the gross revenue de- rived from the operation and management of the business and property 620 AUDITING of the corporation making the return, together with all amounts of income (including dividends received on stock of other corporations, joint stock companies, associations, and insurance companies subject to this tax) de- rived from all other sources as shown by the entries on the books from January i to December 31 of the year for which return is made. It will be noted from these definitions that gross income is practically the same as gross profits, the only difference being that gross income is more inclusive, embracing as it does not only gross profits of the cor- poration, joint stock company and association itself, but also all amounts of income received from other sources. It is immaterial whether any item of gross income is evidenced by cash receipts during the year or in such other manner as to entitle it to proper entry on the books of the cor- poration from January i to December 31 for the year in which return is made. Sale of capital assets. — In ascertaining income derived from the sale of capital^ assets, if the assets were acquired subsequent to January I, igog, the difference between the selling price and the buying price shall constitute an item of gross income to be added to or subtracted from gross income according to whether the selling price was greater or less than the buying price. If the capital assets were acquired prior to January i, 1909, the amount of increment or depreciation representing the difference between the selling and buying price is to be adjusted so as to fairly de- termine the proportion of the loss or gain arising subsequent to January I, 1909, and which proportion shall be deducted from or added to the gross income for the year in which the sale was made. But for the purpose of determining the selling price, as provided in this section, there shall be added to the price actually realized on sale any amount which has already been set aside and deducted from gross income by way of depreciation as defined in article 4, and has not been paid out in making good such depreciation on the property sold. Where a corporation is engaged in carrying on more than one class of business, gross income derived from the different classes of business shall be ascertained according to the definitions above, applicable thereto. Article III. — Net Income "Net income shall be ascertained by deducting from the gross amount of the income of such corporation, joint stock company or association, or insurance company, received within the year from all sources, (first) all the ordinary and necessary expenses actually paid within the year out of income in the maintenance and operation of its business and properties, including all charges such as rentals or franchise payments required to be made as a condition to the continued use or possession of property; (sec- ond) all losses actually sustained within the year and not compensated by insurance or otherwise, including a reasonable allowance for deprecia- tion of property, if any, and in the case of insurance companies the sums other than dividends, paid within the year on policy and annuity con- tracts and the net addition, if any, required by law to be made within CORPORATION TAX LAW 621 the year to reserve funds; (third) interest actually paid within the year on its bonded or other indebtedness to an amount of such bonded and other indebtedness not exceeding the paid-up capital stock of such corporation, joint stock company or association, or insurance company, outstanding at the close of the year, and in the case of a bank, banking association, or trust company, all interest actually paid by it within the year on de- posits." In case of corporations, joint stock companies, and associations organized under the laws of a foreign country, "the proportion of its paid-up capital stock outstanding at the close of the year which the gross amount of its income for the year from business transacted and capital invested within the United States and any of its Territories, Alaska, and the District of Columbia, bears to the gross amount of its income de- rived from all sources within and without the United States; (fourth) all sums paid by it within the year for taxes imposed under the authority of the United States or of any State or Territory thereof, or imposed by the government of any foreign country as a condition to carrying on business therein; (fifth) all amounts received by it within the year as dividend upon stock of other corporations, joint stock companies or as- sociations, or insurance companies, subject to the tax hereby imposed." The section further provides : That in the case of a corporation, joint stock company, or association, or insurance company, organized under the laws of a foreign country, such net income shall be ascertained (by making like deductions) from the gross amount of its income received within the year from business trans- acted and its capital invested within the United States and any of its Territories, Alaska, and the District of Columbia. Also that: In the case of assessment insurance companies the actual deposit of suras with state or territorial officers, pursuant to law, as additions to guaranty or reserve fund, shall be treated as being payments required by law to reserve fund. Also (third paragraph) that: There shall be deducted from the amount of the net income of each of such corporations, joint stock companies, or associations, or insurance companies, ascertained as provided in the foregoing paragraphs of this section, the sum of five thousand dollars. The net income, therefore, is the remainder of the gross income after making the specified deductions. Article IV. — Deductions The specified deductions actually paid within the year, set forth in the statute and as described in Article III preceding, shall include all proper items of expenses and charges under the respective heads as designated. The amount returned for ordinary and necessary expenses actually paid within the year out of 'income in maintenance and operation of the busi- ness and properties of the corporation should not, however, embrace al- lowances for depreciation of fixed property which are otherwise to be 622 AUDITING taken account of under the proper heading in the authorized deductions, nor expenses paid within the year and charged to such allowances for depreciation credited in the current year or in previous years. In ascer- taining expenses proper to be included in the deductions to be made under this article, corporations carrying materials and supplies on hand for use should include in such expenses the charges for materials and supplies only to the amount that the same are actually disbursed and used in operation and maintenance during the year for which the return is made. It is immaterial whether the deductions are evidenced by actual dis- bursements in cash, or whether evidenced in such other way as to be properly acknowledged by the corporate officers and so entered on the books as to constitute a liability against the assets of the corporation, joint stock company, association, or insurance company making the return. Losses. — ^The deduction for losses must be in respect of losses actually sustained during the year and not compensated by insurance or otherwise. It must be based upon the difference between the cost value and salvage value of the property or assets, including in the latter value such amount, if any, as has in the current or previous years been set aside and de- ducted from gross income by way of depreciation as defined in the follow- ing section and not been paid out in making good such depreciation. Depreciation. — The deduction for depreciation should be the estimated amount of the loss, accrued during the year to which the return relates, in the value of the property in respect of which such deduction is claimed that arises from exhaustion, wear and tear, or obsolescence out of the uses to which the property is put, and which loss has not been made good by payments for ordinary maintenance and repairs deducted under the heading of expenses of maintenance and operation or in the ascertainment of gross income. This estimate should be formed upon the assumed life of the property, its cost value, and its use. Expenses paid in any one year in making good exhaustion, wear and tear, or obsolescence in re- spect of which any deduction for depreciation is claimed, must not be included in the deduction for expense of maintenance and operation of the property or in the ascertainment of gross income, but must be made out of accumulative allowances deducted for depreciation in current and previous years. Article V. — Inventories It will be noted that an, inventory or its equivalent of materials, supplies, and merchandise on hand for use or sale at the close of each calendar year is essential in the case of certain corporations in order to determine the gross income, and in case of other corporations to determine their expenses of operation. Where such inventory or its equivalent was not taken at the close of the year 1908, a supplemental statement showing such inventory approximately must be submitted with the return on the regular form. Such supplemental statement shall be verified under oath by the treasurer or principal financial officer in submitting the same. CORPORATION TAX LAW 623 Where any item under any of the deductions is of an unusual nature, a special explanatory note referring to such item shall be made and at- tached to the form at the appropriate place and made a part thereof by proper reference. Paragraph 3 of said section 38 also provides: And said tax shall be computed upon the remainder of said net income of such corporation, joint stock company or association, or insurance com- pany, for the year ending December thirty-first, nineteen hundred and nine,* and for each calendar year thereafter; and on or before the first day of March, nineteen hundred and ten, and the first day of March in each year thereafter, a true and accurate return under oath or affirmation of its president, vice-president, or other principal officer, and its treasurer or assistant treasurer, shall be made by each of the corporations, joint stock companies or associations, and insurance companies, subject to the tax imposed by this section, to the collector of internal revenue for the district in which such corporation, joint stock company or association, or insurance company, has its principal place of business, or, in the case of a corporation, joint stock company or association, or insurance company, organized under the laws of a foreign country, in the place where its principal business is carried on within the United States, in such form as the Commissioner of Internal Revenue, with the approval of the Sec- retary of the Treasury, shall prescribe. Each return so made is required to set forth: (a) The total amount of the paid-up capital sfock of such corpora- tions, joint stock companies or associations, or insurance companies, out- standing at the close of the year; (6) The total amount of bonded and other indebtedness of such corporation, joint stock company or association, or insurance company, at the close of the year; (c) The gross amount of the income of such corporation, joint stock company or association, or insurance company, received during the year from all sources, and if organized under the laws of a foreign country, the gross amount of its income received within the year from business transacted and capital invested within the United States and any of its Territories, Alaska, and the District of Columbia. Such returns are also required to set forth the items claimed as deductions (Article IV), also the net income after such deductions have been made. Article VI Under the authority conferred by this act forms of returns have been prescribed, in which the various items specified in the law are to be stated. Blank forms of this return will be mailed to collectors and should be furnished to every corporation, not expressly excepted, on or before January I, 1910, and on or before January I of each year thereafter. Failure on the part of any corporation, joint stock company, association, or insurance company liable to this tax to receive a blank form will not 624 AUDITING excuse it from making the return required by law, or relieve it from any penalties for failure to make the return in the prescribed time. Cor- porations not supplied with the proper forms for making the return should make application therefor to the collector of internal revenue in whose district is located its principal place of business. Each corporation should carefully prepare its return so as to fully and clearly set forth the data therein called for. Bookkeeping. — No particular system of bookkeeping or accounting will be required by the Department. However, the business transacted by- cor- porations, joint stock companies, associations, or insurance companies must be so recorded that each and every item therein set forth may be readily verified by an examination of the books and accounts, where such examina- tion is deemed necessary. Calendar year. — ^As the law specifically provides that the tax imposed shall be computed on the net income during each "calendar year" returns of income based on any period other than the calendar year cannot be accepted. Corporations organized during the year or going into liquidation dur- ing the year should nevertheless render a sworn return on the prescribed form. „ T, ^ _ . . . . . Royal E. Cabeix, Commissioner. Franklin MacVeagh, Secretary of the Treasury. Since the date .of the explanation given above, the Treasury Department has been called upon to render decisions on various questions not fully elucidated before. These decisions have been gathered in a synopsis issued by the Commissioner of Internal Revenue under date of December 5, 191 1, of which the text is given below, with the exception of paragraphs 83-94, inclusive, and 96 to the end, which are quoted earlier in this volume in Chapter XXII, "The Corporation Tax Law and Depreciation." Classes of Corporations, etc., Subject to Tax 1. The tax imposed by the act applies to all corporations, joint stock companies, and associations, and every insurance company except those specifically exempted, without reference to the kind of business carried on. 2. Every corporation, etc., not specifically enumerated as exempt shall make the return required by law, although its net income during the year may not have exceeded $S,ooo. (Opinion Attorney-General, January 24, 1910.) 3. Corporations claiming special exemption should nevertheless make return (in blank, if desired), accompanied by a statement setting forth the ground on which exemption, is claimed. Failure to receive blanks upon which to make return is no excuse for delinquency in making re- turn, as there is no duty imposed upon the Government to furnish cor- porations with such blanks. CORPORATION TAX LAW 625 4. Charitable institutions supported by voluntary contributions or State appropriations are held to be exempt from the payment of the special excise tax on corporations, but should file a return in blank as provided in paragraph 3 hereof. 5. Corporations, etc., organized during the year or going into liquidation during the year should nevertheless render a sworn return on the pre- scribed form. The tax imposed, however, does not apply to corporations which went out of existence prior to the passage of the act (August S, 1909). 6. Where company has dissolved and the required return is not made by its officers, such return will be prepared by Commissioner. (T. D., 1736.) 7. Where corporation has gone into bankruptcy, returns in such cases to be made by trustee in bankruptcy. 8. Railroad companies operating leased or purchased lines to include all receipts derived therefrom, and if bonded indebtedness has been as- sumed, may deduct interest thereon to an amount not exceeding its own paid-up capital stock. If such subsidiary companies receive income in the way of rentals, etc., return to be also made by such companies. 9. Corporations, etc., organized under the authority of the United States or any State or Territory thereof, or Alaska, or the District of Columbia, to include in their returns not only the income derived from the business carried on within the confines of the United States, but in- come received from business transacted in any foreign country as well. 10. Corporations having branch or subsidiary companies to include in their returns the income of all such companies when no distinction is made in operating and accounting by reason of the separate incorporation of such subsidiary companies; otherwise a return by each corporation should be made. 11. Foreign companies having several branch offices in the United States should each designate one of such branches as its principal office and should also designate the proper officers to make the required return. 12. Where a consolidation of two or more corporations has been ef- fected during the year, and each or any such corporation subsequent to such consolidation collects prior existing debts, each such corporation should make separate return and include therein all such collected debts, as also all income received during the year prior to the date of con- solidation. 13. "Principal place of business" is held to mean the principal office where the company keeps its books, from which the required return is to be prepared, and not necessarily the place where the operating plant is located. 14. As the law specifically provides that the tax imposed shall be computed on the net income during each calendar year, returns of income based on any period other than the calendar year cannot be accepted. 15. Full amount of stock, as represented by the par value of the shares issued, to be regarded as the paid-up capital stock, except when such stock is assessable on account of deferred payments, in which case the 626 AUDITING amount actually paid on such shares will constitute the actual paid-up capital stock of the corporation. i6. Capital stock held to include both preferred and common stock. 17. Surplus and undivided profits not to be included in capital stock. 18. Holding companies known as "voting trusts," receiving only divi- dends on stock held, and having no capital stock, etc., not liable. 19. Mutual savings banks having no capital stock not liable to tax imposed. (Opinion Attorney-General, February 14, 1910.) 20. Cooperative dairies not issuing stock and allowing patrons dividends based on butter fat in milk furnished not liable. 21. Foreign steamship companies having no office in the United States, whose vessels only occasionally touch at ports in the United States, not regarded as doing business in this country within the meaning of the statute. 22. Companies organized in Porto Rico and not engaged in business in the United States not subject to tax. 23. Corporations owning sugar or other plantations and disposing of the products thereof not entitled to exemption as agricultural organizations. 24. Corporations organized to sell provisions, etc., to stockholders and others not exempted. 23. Corporations organized for the purpose of holding real estate to make return of income derived from the property so held. 26. Corporations going into liquidation during any tax period may, at the time of such liquidation, prepare a "final return" covering the busi- ness done during the fractional part of the year during which they were engaged in business, and immediately file the same with the collector of the district in which the corporation has its principal place of business. 27. Corporations organized for the purpose of insuring against death, or injury by accident, or against damage to property by hail, storm, or lightning, however maintained, are held to be insurance companies, and unless they may be properly classed as "fraternal beneficiary organizations operating under the lodge system," must make returns of annual net in- come. (T. D., 1738.) 28. Corporations engaged in agricultural or horticultural pursuits for profit are liable under the law to make returns and to pay the special ex- cise tax thereby shown to be due. Agricultural and horticultural associa- tions specifically enumerated as exempt are held to be such associations as county fairs or like organizations, not themselves engaged in such pur- suits, but which, by means of awards, etc., are intended to encourage better production, and no part of whose net income inures to the benefit of any private stockholder or individual. (T. D., 1737.) 29. Fruit growers' associations whose purpose is to promote the mutual benefit of their members in growing, harvesting, and marketing their products, and which are not organized for profit and have no capital stock represented by shares, and whose income is derived wholly from membership fees, dues, and assessments to meet necessary expenses, are not liable. CORPORATION TAX LAW 627 30. Corporations engaged in growing fruits, vegetables, and the like products for profit, and distributing such profits among their members on the basis of the capital invested, are liable and must make returns and pay taxes, if any are found to be due. (T. D., 1737.) 31. Associations or trusts voluntarily formed by parties at interest and not organized "under the laws of the United States or of any State or Territory thereof, or of the laws applicable to the District of Columbia or Alaska," are not corporations within the meaning and intent of the law, and are not liable. (United States Supreme Court opinion in Amory Eliot V. James G. Freeman, et al., No. 448.) 32. National banks do not come within any of the exemptions named in the act. 33. "Agricultural organizations" held not to come within the statutory exemption, unless their chief object is the promotion or advancement of agricultural interest, and no part of the net income inures to the benefit of their stockholders. 34. Mutual Hall Association regarded as an insurance company and not as an agricultural association, and therefore liable to tax. 35. Exemption in favor of fraternal beneficiary associations does not apply to mutual fire insurance companies. 36. Limited partnerships, if organized for profit and having a capital stock represented by shares, although no "certificates of stock" are issued, are liable to the tax imposed. (Opinion Attorney-General, February 14, 1910.) Zy. Interest received on Government bonds to be included in gross in- come. (Opinion Attorney-General, January 13, 1910.) 38. Returns should be signed and verified by two of the officers desig- nated in the law. Signing of one person holding two such offices not permitted. Agents for foreign steamship companies may sign the re- quired returns if so authorized by their companies. 39. Returns not required to have corporate seal affixed. 40. Returns filed with deputy collector regarded as having been filed with collector. 41. No form of protest prescribed. Any form of protest sufficient if filed before payment of tax. Right of protest not to be denied. Inventories, Accounts, etc. 42. Where an inventory or its equivalent was not taken at the close of the year 1908, a supplemental statement showing such inventory ap- proximately must be submitted with the return on the regular form. Such supplemental statement shall be verified under oath by the treasurer or principal financial officer submitting the same. (T. D., 1578.) 43. Profits realized on sale of real estate during the year, also increase in value of unsold property, if taken up on the books of the corporation, to be included in income. 44. Cost of manufactured articles, or articles in process of manufacture, held to include original cost of materials used, plus cost of labor, etc. 628 AUDITING 45. Mortgaged real estate should be inventoried at its full value and amount of mortgage reported as indebtedness. 46. Receipts from sale of patent rights to be included in income. 47. No particular system of bookkeeping or accounting will be re- quired by the department. However, the business transacted by corpora- tions, etc., must be so recorded that each and every item therein set forth may be readily verified by an examination of the books and accounts where such examination is deemed necessary. 48. Any increase in the value of the capital assets, as determined by a physical revaluation and taken cognizance of by the corporation in book entries, is gain, and must be accounted for as income for the year in which such increase is so recognized and recorded. Deductions, Expenses, etc. 49. It is immaterial whether the deductions are evidenced by actual disbursements in cash or whether evidenced in such other way as to be properly acknowledged by the corporate officers and so entered on the books as to constitute a liability against the assets of the corporation, etc., making the return. 50. Mortgage indebtedness on real estate, if assumed by the corpora- tion acquiring such real estate, to be included in the indebtedness of the corporation. But if not so assumed and remains only as a lien on the property, interest paid thereon may be deducted as a charge "made as a condition to the continued use or possession of the property." (Opinion Attorney-General, February 21, 1910.) 51. Cost of erecting building, if included in lease under which property is held by company, is a proper deduction, to be prorated according to time fixed by lease. 52. General expenses, such as coal, ship stores, etc., of foreign steam- ship companies, to be prorated as provided in act for interest deductions. 53. Amount received by nursery companies from sales of trees, etc., less amount expended for seedlings and young trees, to be included in gross income. Amount expended for labor, salesmen, etc., to be deducted as expenses. 54. Commissions allowed salesmen, paid in stock, may be deducted as expense if so charged on books. SS- Sales of stock and bonds are regarded as sales of capital assets and should be so accounted for. (Art. 11, Reg. 31.) But proceeds derived from sale of bonds used in defraying ordinary and necessary expenses are a proper deduction in determining the company's net income. 56. Stock issued in payment of property purchased represents capital investments and notes issued during the year represent indebtedness. Corporate funds applied to the payment of outstanding notes not a proper deduction in ascertaining net income. 57. Amounts expended in additions and betterments which constitute an increase in capital investment not a proper deduction. CORPORATION TAX LAW 629 58. Dividends received by corporations on stock of other corporations whose net income does not exceed $5,000 is nevertheless a proper deduction under the law. (Opinion Attorney-General, January 24, 1910.) 59. Dividends received on stock of foreign corporations not subject to tax not a proper deduction. 60. Dividends paid employees in lieu of wages not proper deduction as expenses. 61. Royalties on patent rights to be reported as income. Allowance for depreciation of patents expiring during year, however, will be al- lowed. 62. In the case of lands bought prior to January i, 1909, and sold during any subsequent year, the profits arising from such sale, if no ac- counting of increased value of land was made in returns for previous years, should be prorated in accordance with the number of years the land was held by the corporation and the number of years the law was in effect. 63. Banks paying taxes assessed against their stockholders because of their ownership of the shares of stock issued by such bank cannot deduct the amount of tax so paid in making their return for the special excise tax on corporations. 64. Amounts paid for pensions to retired employees, or to their families or ofhers dependent upon them, or on account of injuries received by em- ployees, are proper deductions as "ordinary and necessary expenses"; gifts or gratuities to employees in the service of a corporation are not properly deductible in ascertaining net income. Donations made for purposes con- nected with the operation of the property, when limited to charitable in- stitutions, hospitals, or educational institutions, conducted for the benefit of its employees, or their dependents, shall be proper as a deduction under the same head. 65. Where allowances on account of salaries are deemed excessive and for the purpose of evading the tax due, investigation will be made, and if the facts warrant, prosecution will follow. 66. Interest paid on time deposits and deposits subject to check con- stitutes a proper deduction from the amount of gross income during the year. 67. Interest on portions of bonded or other indebtedness bearing dif- ferent rates of interest may be deducted from gross income during the year, provided the aggregate amount of such indebtedness does not ex- ceed the paid-up capital stock of the corporation. 68. Interest paid during the year on notes given prior to January i, 1909, to be prorated. But interest on notes given in 1909, and payable subsequent to December, 1909, unless charged on the company's books, is not a proper deduction from the income of that year. 69. Interest, taxes, or other items allowable as deductions, accruing prior to January i, 1909, are not allowable deductions from the gross income of years subsequent thereto. 70. Unearned premiums set aside by insurance companies as reserve 630 AUDITING not to be included as income until earned, unless the same shall be entered on the ledger as income during the year in which received. 71. Funds set aside by company for insuring their own property not a proper deduction. 72. As the tax imposed is measured by and is not a tax upon the net receipts of corporations, etc., interest received during the year on Government bonds is not a proper deduction from such income in de- termining the amount of tax due. (Opinion Attorney-General, T. D., 1583.) 73. State, county, or municipal taxes paid during the year a proper deduction in ascertaining the net income of corporations. 74. Import duties or taxes, if included in arriving at cost of goods, are not deductible under the head of taxes paid during the year. 75. Bad debts, if so charged off the company's books during the year, are proper deductions. But such debts, if subsequently collected, must be treated as income. 76. The net addition to reserves of insurance companies, required by law, may be based on the highest amount of reserves required by any State in which the insurance company does business. (T. D., 1727.) 77. Reserves for taxes cannot be allowed, as the law specifically pro- vides that only such sums as are paid within the year for taxes can be deducted. (T. D., 1727.) 78. Where a corporation or insurance company holds bonds which were purchased at a rate above par, and a proportionate deduction of the value of such bonds is made on its books each year so that the book value shall be the redemption value of the bonds when they become due and payable, the return of annual net income may show the depreciation on account of amortization of such bonds. (T. D., 1727.) 79. Dividends declared by insurance companies are not deductible from gross income under the guise of rebates or otherwise, and such dividends, when applied to the payment of renewal premiums, or to shorten the en- dowment or premium-paying period, or applied to purchase paid-up addi- tions and annuities, must be considered and accounted for as income. 80. Railroad or other corporations which have leased their properties in consideration of a rental equivalent to a certain rate of interest on its outstanding capital stock and the interest on the bonded indebtedness, and such rental is paid by the lessee directly to the stock and bondholders, should, nevertheless, make a return of annual net income showing the rental so paid as having been received by the corporation. 81. Salaries paid to an officer who is a stockholder, to constitute an allowable deduction, must be a reasonable and fair compensation for the services rendered, regardless of the amount of stock which such officer may hold, and must have been authorized by the board of directors and made a matter of record on the minute books of the corporation. 82. "Good Will" represents the value attached to a business over and above the value of the physical property, and is such an entirely intangible asset that no claim for depreciation in connection therewith can be allowed. CORPORATION TAX LAW 631 Publicity 95. A person who as trustee or in any other fiduciary relation has the ownership or possessory right to stock in a corporation is a stockholder in such corporation within the equity of the rule set down in Treasury Decision No. 1665, governing the publicity of returns. (Opinion Attorney- General, December 2T, 1910.) . Few decisions have been rendered since the date of the syn- opsis above given. Among the decisions since rendered w^as one to the eifect that "Dividends declared by Insurance Companies are the dividends referred to in section 38, act of August 5, 1909, as not being deductible from gross income, and when such dividends are applied to the payment of renewal premiums to shorten the endowment or premium-paying period, to purchase paid-up additions and annuities, etc., they must be included and accounted for as income." Two special decisions relative to the rate of depletion of deposits and the return of cash investments to corporations with respect to natural gas and petroleum properties have been ren- dered. These two decisions are numbered T. D. 1,754 and 1,755, respectively. One of the most undesirable features of the corporation tax law is that it requires all corporations, irrespective of their con- venience or preexisting fiscal arrangements, to make their re- turns and inventories as of December 31st of each year. With the object of securing relief from the burden which is thus unnecessarily put upon the shoulders of the tax payer, the American Association of Public Accountants has been waging a campaign to secure the passage of an amending bill which will permit returns to be made as of the end of each individual fiscal year. Many of the leading commercial and industrial bodies of the country have indorsed the proposal and various bills have been introduced in the House of Representatives and the Senate with the object of bringing about the much-needed reform. The Treasury Department itself, which for a long time was opposed to the adoption of the fiscal year instead of the calendar year, has now been converted, and at a hearing before the Ways and Means Committee of the House on January 10, 1912, the Commissioner of Internal Revenue stated that it was the opinion of the Treasury Department that the law should be changed. 632 AUDITING PARTNERSHIP AND INDIVIDUAL EXCISE TAX The following is the text of the bill introduced in the last session of Congress, which extends the excise tax on met profits to firms and individuals. Congress adjourned August 26, 1912, without enacting the bill into law, but the same or a somewhat similar measure may confidently be expected to become law within the near future. AN ACT To extend the special excise tax now levied with respect to doing business by corporations, to persons, and to provide revenue for the Gov- ernment by levying a special excise tax with respect to doing business by individuals and copartnerships. Be it enacted by the Senate and House of Representatives of the United States of America in Congress assembled. That every person, firm, or copartnership residing in the United States, any Territory thereof, or in Alaska or the District of Columbia, shall be subject to pay annually a special excise tax with respect to the carrying on or doing business by such person equivalent to one per centum upon the entire net income over and above five thousand dollars received by such person from all sources during each year; or, if a nonresident, such nonresident person shall like- wise be subject to pay annually a special excise tax with respect to the carrying on or doing business by such person equivalent to one per centum upon the amount of net income over and above five thousand dollars re- ceived by such person from business transacted and capital invested within the United States and its Territories, Alaska, and the District of Columbia during each year. The term "business,"' as herein used, is and shall be held to embrace everything about which a person can be employed, and all activities which occupy the time, attention, and labor of persons for the purpose of a livelihood or profit. The word "person" wherever used in this Act shall be held to include natural persons or individuals and firms or copartnerships. Sec. 2. That the term "business'' as herein used is and shall also be held to embrace the act or acts of holding, receiving, caring for and disbursing, either personally or through agents, the returns or profits of investments of capital of whatever kind; and every person, firm, or co- partnership residing as aforesaid holding the bonds, debentures, or other evidence of indebtedness of any corporation or association organized under the laws of either the United States or of any State, Territory, or Dis- trict of the United States, or doing business therein, shall, upon the carry- ing on or doing business by such person either personally or by agent, in respect to the income therefrom as aforesaid, and upon the right to hold, possess, manage, and control the principal and to collect the interest or other income of said bonds or other evidence of indebtedness, be subject PARTNERSHIP TAX ACT 633 to pay annually a special excise tax equivalent to one per centum upon the annual interest or income payable upon said bonds or other evidence of indebtedness: Provided, That said tax shall not be paid upon the interest or income derived from said bonds or other evidences of indebtedness when the same is otherwise paid under the provisions of this Act by the person holding or owning the same: And provided further. That said tax shall not be paid by the holder or owner of said bonds or other evi- dence of indebtedness except to the extent that the said interest or income from the same shall when added to the other net income of said holder or owner for the year exceed the net income of five thousand dollars received by such person from all sources during each year. Sec. 3. That in computing incomes the necessary expenses actually incurred in carrying on any business, not including personal, living, or family expenses, shall be deducted, and also all interest paid within the year by such person on existing indebtedness; and all national. State, county, school, and municipal . taxes, not including those assessed against local benefits, paid within the year shall be deducted from the gains, profits, or income of the person who has actually paid the same, whether such person be owner, tenant, or mortgagor; also losses actually sustained dur- ing the year, incurred in trade or arising from fires, storms, or ship- wreck, and not compensated for by insurance or otherwise, and debts as- certained to be worthless: Provided, That no deduction shall be made for any amount paid out for new buildings, permanent improvements, or betterments, made to increase the value of any property or estate: Pro- vided further. That only one deduction of five thousand dollars shall be made from the aggregate income of all the members of any family com- posed of one or both parents and one or more minor children, or hus- band and wife; that guardians shall be allowed to make a deduction in favor of each and every ward, except that in case where two or more wards are comprised in one family and have joint property interests the aggregate deduction in their favor shall not exceed five thousand dol- lars : And provided further, That in cases where the salary or other com- pensation paid to any person in the employment or service of the United States shall not exceed the rate of five thousand dollars per annum, or shall be by fees, or uncertain or irregular in the amount or in the time during which the same shall have accrued or been earned, such salary or other compensation shall be included in estimating the annual gains, profits, or income of the person to whom the same shall have been paid, and shall include that portion of any income or salary upon which a tax has not been paid by the employer, fiduciary, or other person, where the employer, fiduciary, or other person is required by law to pay on the excess over five thousand dollars: And provided further, That in com- puting the income of any person there shall not be included the amount received from any corporation, joint stock company or association, or insurance company as dividends upon the stock of such corporation, joint stock company or association, or insurance company, if the special excise tax of one per centum now imposed by law has been paid by such cor- 634 AUDITING poration, joint stock company or association, or insurance company: And provided further. That in computing the income of any person there shall not be included the amount received from any firm or copartnership, if the special excise tax of one per centum imposed by this Act has been paid upon such amount by such firm or copartnership: And provided further. That nothing in this Act contained shall apply to labor, agricul- tural or horticultural organizations, or to fraternal beneficiary societies, orders, or associations operating under the lodge system and providing for the payment of life, sick, accident, and other benefits to the members of such societies, orders, and associations and dependents of such mem- bers, nor to domestic building and loan associations organized and operated exclusively for the mutual benefit of their members, nor to any corporation or association organized and operated exclusively for religious, charitable, or educational purposes no part of the net income of which inures to the benefit of any private stockholder or individual. Sec. 4. That there shall be deducted from the amount of the net income of each of such persons, ascertained as provided herein, the sum of five thousand dollars, and said tax shall be computed upon the re- mainder of said net income of such person for the year ending December thirty-first, nineteen hundred and tv^elve, and for each calendar year there- after; and on or before the first day of March, nineteen hundred and thirteen, and the first day of March in each year thereafter, a true and accurate return, under oath or afErmation, shall be made by each person of lawful age, subject to the tax imposed by this Act, to the collector of internal revenue for the district in which such person resides or has his principal place of business, or, in the case of a person residing in a foreign country, in the place where his principal business is carried on within the United States, in such form as the Commissioner of Internal Revenue, with the approval of the Secretary of the Treasury, shall prescribe, setting forth specifically the gross amount of income from all separate sources and from the total thereof, deducting the aggregate items or expenses and allowance herein authorized, and likewise returning the amount of in- come, gains, and profits of any minor or person for whom they act, but persons having less than four thousand five hundred dollars net income are not required to make such report; and the collector or deputy col- lector shall require every list or return to be verified by the oath or af- firmation of the party rendering it, and may increase the amount of any list or return if he has reason to believe that the same is understated: Provided, That no such increase shall be made except after due notice to such party and upon proof of the amount understated; and in case such person having a taxable income shall neglect or refuse to make and render such list and return, or shall render a willfully false or fraudu- lent list or return, it shall be the duty of the collector or deputy collector to make such list according to the best information he can obtain, by the examination of such person or any other evidence, and to add fifty per centum as a penalty to the amount of the tax due on such list in all cases of willful neglect or refusal to make and render a list or return; and in PARTNERSHIP TAX ACT 635 all cases of a willfully false or fraudulent list or return having been ren- dered, to add one hundred per centum as a penalty to the amount of tax ascertained to be due, the tax and the additions thereto as a penalty to be assessed and collected in the manner provided for in other cases of willful neglect or refusal to render a list or return, or of rendering a false or fraudulent return: Provided further. That any person in his or her behalf, or as such employer, or fiduciary, shall be permitted to de- clare, under oath or affirmation, the form and manner of which shall be prescribed by the Commissioner of Internal Revenue, with the approval of the Secretary of the Treasury, that he, she, or his or her ward, employee, or beneficiary was not possessed of an income of five thousand dollars, or may declare that he, she, or his or her ward, employee, or beneficiary has been assessed and has paid a special excise tax elsewhere for the same year, under authority of the United States, measured by all his or her income, gains, or profits, and upon all the income, gains, or profits for which he or she is liable as such employer or fiduciary, as prescribed by this law; and if the collector or deputy collector shall be satisfied of the truth of the declaration, such person shall thereupon be exempt from excise tax in the said district for that year; or if the list or return of any person shall have been increased by the collector or deputy collector, such person may be permitted to prove the amount liable to be assessed; but such proof shall not be considered as conclusive of the facts, and no deductions claimed in such cases shall be made or allowed until approved by the collector or deputy collector. Any person feeling aggrieved by the decision of the deputy collector, in such cases may appeal to the collector of the district, and his decision thereon, unless reversed by the Com- missioner of Internal Revenue, shall be final. If dissatisfied with the de- cision of the collector, such person may submit the case, with all the papers, to the Commissioner of Internal Revenue for his decision, and may furnish the testimony of witnesses to prove any relevant facts, having served notice to that effect upon the Commissioner of Internal Revenue, as herein prescribed. Such notice shall state the time and place at which and the officer before whom the testimony will be taken; the name, age, residence, and business of the proposed witness, with the questions to be propounded to the witness, or a brief statement of the substance of the testimony he is expected to give: And provided further. That the Government may at the same time and place take testimony upon like notice to rebut the testi- mony of the witnesses examined by the person taxed. The notice shall be delivered or mailed to the Commissioner of Internal Revenue a sufficient number of days previous to the day fixed for taking testimony, to allow him, after its receipt, at least five days, exclusive of the period required for mail communication with the place at which the testimony is to be taken, in which to give, should he so desire, instruc- tions as to the cross-examination of the proposed witness. Whenever practicable the affidavit or deposition shall be taken before a collector or deputy collector of internal revenue, in which case reason- 636 AUDITING able notice shall be given to the collector or deputy collector of the time fixed for taking the deposition or affidavit. Sec. S. That all assessments shall be made and all persons shall be notified of the amount for which they are respectively liable on or before the first day of June of each successive year, and said assessments shall be paid on or before the thirtieth day of June, except in cases of refusal or neglect to make such return, and in cases of false or fraudulent re- turns, in which cases the Commissioner of Internal Revenue shall, upon the discovery thereof, at any time within three years after said return is due, make a return upon information obtained as above provided for, and the assessment made by the Commissioner of Internal Revenue thereon shall be paid by such person or persons immediately upon notification of the amount of such assessment; and to any sum or sums due and unpaid after the thirtieth day of June in any year, and for ten days after notice and demand thereof by the collector, there shall be added the sum of five per centum on the amount of tax unpaid, and interest at the rate of one per centum per month upon said tax from the time the same becomes due. Sec. 6. That it shall be the duty of all paymasters and all disbursing officers under the Government of the United States, or persons in the em- ploy thereof, when making any payment to any officers or persons as aforesaid, whose compensation is determined by a fixed salary, or upon settling or adjusting the accounts of such officers or persons, to deduct and withhold the aforesaid tax of one per centum, and the pay rolls, receipts, or accounts of officers or persons paying such tax as aforesaid shall be made to exhibit the fact of such payment. And it shall be the duty of the accounting officers of the Treasury Department, when auditing the accounts of any paymaster or disbursing officer, or any officer with- holding his salary from moneys received by him, or when settling or ad- justing the accounts of any such officers, to require evidence that the taxes mentioned in this Act have been deducted and paid over to the Treasurer of the United States or other. officer authorized to receive the same. Every person, firm, or corporation who pays to any officer, employee, or other person a salary or compensation, interest, or other accrued profits, ex- ceeding five thousand dollars for a taxable year, every lessee or mortgagor of real or personal property who pays to the lessor or mortgagee interest or compensation exceeding five thousand dollars for a taxable year, and every trustee, executor, administrator, conservator, agent, or receiver, em- ploying any person or paying any person business earnings, within the meaning of this Act, exceeding five thousand dollars for any taxable year, computed on the basis herein prescribed, shall make and render a return as provided herein to the collector or a deputy collector of his district, and shall deduct and withhold the tax herein imposed, and shall pay on said return the tax of one per centum per annum as required by this Act: Provided, That any officer, employee, or other person for whom return has been made and the tax paid, as aforesaid, shall not be required to make a return unless such person has other net income, but only one de- duction of five thousand dollars shall be made in the case of any such PARTNERSHIP TAX ACT 637 officer or employee: Provided further, That salaries paid to State, county, or municipal officers shall be exempt from the special excise tax herein levied: And provided further,- Thsit interest upon the bonds or other ob- ligations of a State or any political subdivision thereof and also the pro- ceeds of life insurance policies paid upon the death of the person insured shall not be included in computing the net income of a person subject to the tax herein imposed: And provided further. That all property or its value passing by will or by intestate laws or transferred by deed or gift made or intended to take effect in possession after the death of the grantor, donor, testator, or ancestor shall be exempt from the operation of this law. Sec. 7. That if any person, corporation, company, or association liable to make the return or pay the tax aforesaid shall refuse or neglect to make a return at the time or times hereinbefore specified in each year, or shall render a false or fraudulent return, such person shall be liable to a penalty of not less than fifty dollars and not exceeding five hundred dol- lars. Any person, corporation, company, or association required by law to make, render, sign, or verify any return who makes any false or fraudu- lent return or statement with intent to defeat or evade the assessment required by this Act to be made shall be guilty of a misdemeanor and shall be fined not exceeding one thousand dollars or be imprisoned not exceeding one year, or both, at the discretion of the court, with the costs of prosecution. Sec. 8. That it shall be the duty of every collector of internal revenue to whom payment of any tax is made, under the provisions of this Act, to give to the person making such payment a full written or printed receipt expressing the amount paid and the particular account for which such payment was made; and whenever such payment is made such collector shall, if required, give a separate receipt for each tax paid by any debtor on account of payments made or to be made by him to separate creditors in such form that such debtor can conveniently produce the same separately to his several creditors in satisfaction of their respective de- mands to the amounts specified in such receipts; and such receipts shall be sufficient evidence in favor of such debtor to justify him in withholding the amount therein expressed from his next payment to his creditor; but such creditor may, upon giving to his debtor a full written receipt, ac- knowledging the payment to him of whatever sum may be actually paid, and accepting the amount of tax paid as aforesaid (specifying the same) as a further satisfaction of the debt to that amount, require the surrender to him of such collector's receipt. Sec. 9. That jurisdiction is hereby conferred upon the district courts of the United States for the district within which any person summoned under this Act to appear to testify or to produce books shall reside, to compel such attendance, production of books, and testimony by appropriate process. Sec. 10. That all administrative, special, and general provisions of law, including the laws in relation to the assessment, remission, collection. 38 AUDITING id refund of internal revenue taxes not heretofore specifically repealed id not inconsistent with the provisions of this Act, are hereby extended id made applicable to all the provisions of this Act and to the tax herein iposed. Sec. II. That the Act entitled "An Act to promote reciprocal trade :lations with the Dominion of Canada, and for other purposes," approved ily twenty-sixth, nineteen hundred and eleven, be, and is hereby, re- eled: Provided, That from and after the passage of this Act the duty 1 chemical wood pulp shall be one-twelfth of one per cent per pound, :y weight, if unbleached, and one-eighth of one per cent per pound if cached, and the duty on printing paper as described in paragraph four indred and nine of the Act approved August fifth, nineteen hundred and ne, shall be one-tenth of one cent per pound if valued at not above ree cents per pound, two-tenths of one cent per pound if valued above ree cents and not above five cents per pound, and seven and one-half per ntum ad valorem if valued above five cents per pound. Passed the House of Representatives March 19, 1912. Attest: South Trimble, Clerk. Passed the Senate with amendments July 26, 1912. CHAPTER XXXV CERTIFIED PUBLIC ACCOUNTANT LAWS AND EXAMINATIONS The first Certified Public Accountant law was enacted by the Legislature of the State of New York in 1896. Three years later Pennsylvania followed, and in 1900 Maryland passed its law. Since that time there has been a steady increase in the number of States having C. P. A. laws, and in nearly every State in the Union efforts have been made to secure the passage of this necessary legislation. The objections which have been raised by legislators have been the arguments common to the ultraconservative, and in those cases in which bills have not passed their failure has gener- ally been due to an unwillingness on the part of legislators to be convinced rather than to any lack of convincing argument. To-day there are twenty-three States having on their statute books laws providing for the regulation of professional account- ants. In the following list the names of these States and the year in which each law was enacted are given. 1896 New York 1907 Connecticut 1899 Pennsylvania 1908 Ohio 1900 Maryland 1908 Louisiana 1901 California 1908 Georgia 1903 Washington 1909 Massachusetts 1903 Illinois 1909 Missouri 1904 New Jersey 1909 Minnesota 1905 Michigan 1909 Montana 1905 Florida 1909 Nebraska 1906 Rhode Island 1910 Virginia 1907 Utah 1911 West Virginia 1907 Colorado Among the States in which efforts are being made to secure similar laws may be mentioned Alabama, Kentucky, Kansas, North Carolina, Oklahoma, Oregon, Tennessee, Texas, and Wis- consin. 639 640 AUDITING The vast majority of State laws specify that appUcants for the degree of C. P. A. shall pass examinations in "theory of accounts," "practical accounting," "auditing," and "commercial law," and these topics are specifically mentioned in the model law presented at the 1907 Annual Meeting of the American Associa- tion of Public Accountants by the then committee on legislation. Exceptions to the rule are found in the case of New York, Penn- sylvania, Maryland, New Jersey, and Massachusetts. In Pennsylvania the examinations are grouped under two general headings, viz., "commercial law" and "general account- ing." In the latter are included "theory of accounts," "practical accounting," and "auditing." This grouping of subjects has much in its favor, as it simplifies the work of the examiner, ren- ders coordination of questions possible, and is less confusing to the candidate. In New York and Illinois it has been recognized from the beginning that there should be an educational qualification. In New York the candidate, before taking the examination, must possess a high grade in the regents' system of qualifications. Indeed, throughout the country it is becoming more and more the conviction that the public accountant must have a broader general education and a more scientific preparation than was expected a few years ago. The work of the accountant covers to-day a vastly wider field than that of his predecessors in the latter part of the last century, and it may be said, generally speaking, that the wider the accountant's general knowledge, the greater will be his efficiency in the profession which he has under- taken. Another question which has been raised, and on which there is a wide divergence of opinion, is the requirement of a certain amount of professional experience before the candidate is exam- ined. This experience may take the form of simple bookkeeping or it may involve the service in the office of a public accountant for one year or two or three, as the case may be, but it is becom- ing increasingly felt that some degree of experience is of great importance before the candidate applies for his degree as a Certi- fied Public Accountant. As the profession grows in importance the requirement of experience will, and should be, strengthened. In the following pages are given recent examination papers C. p. A. QUESTIONS 641 in auditing prepared by the accountancy boards of a number of representatives States. In cases in which there is no separate paper on auditing and the subject is dealt with in the course of a paper such as that on general accounting, the entire paper is given, so that readers may form their own opinions as to the desirability of the grouping of subjects and of treating these sub- jects separately. University of the State of New York Thirty-third Accountant Examination AUDITING Wednesday, June 26, 1912 — 1.15 to 4.15 p. m. only Answer 10 questions, but no more, selecting at least two questions from each group. Each complete answer will receive 10 credits. Papers entitled to 75 or more credits will be accepted. Group I 1. If you were sent to make the first audit of a concern, what are the steps you would take? 2. What condition of office organization, above all others, leads to fraud and defalcation by bookkeepers and cashiers? Support your opinion. 3. In making an audit of a concern doing a mercantile business, what would you require to enable^ you to certify to the correctness of the in- ventory of merchandise that they had prepared? 4. What means would you employ to verify the usual cash receipts of the average social club? P'i^W •'**""" lM>-*if t-^wJ-ttf , 5. Give at length your views on the "ethics" of accountancy. Gioup II 6. Assuming that you are a Certified Public Accountant and employed as auditor by a corporation, state what you would consider it your duty to do in order to safeguard your clients regarding the fire insurance that they carry on their stock of merchandise. 7. A foreign agent of a life insurance company sends monthly the fol- lowing data : a report showing his receipts and disbursements, with dates ; vouchers supporting the disbursements; list of overdue premiums; a state- ment of his daily cash balances in bank, supported by a certificate from his bank as to his closing balances. How would you audit his report? 8. A company has acquired, at $90 per share, 100 shares of its own 642 AUDITING - ..^ capital stock, of the par value of $ioo per share. Its balance sheet shows treasury stock $9,000. Is this correct? If so, why? If not, state how you would adjust the books. g. Describe briefly the way you 'carried out an audit which you planned and conducted personally. ID. In auditing the books of a corporation capitalized at $250,000 you find that three years previously they acquired the business of a copartner- ship included in which was an asset called good will valued at that time at $25,000, since which the same has not been written down. The average profits of the corporation for three years have been nine per cent on the capitalization. How would you treat the item good will? Give reasons. i-^ ■?, / 1'-' Group III 11. What steps would you take to audit the Notes Receivable Purchased and the Notes Receivable on Commission held by a commercial paper house, to satisfy yourself that there had been no fraud by substitution? 12. The cashier of a concern is at the same time its bookkeeper. Dur- ing his absence on vacation slight irregularities are discovered and you are engaged to audit his books. He returns on the day you begin your audit and admits a defalcation of $5,000. Knowing that his receipts were sup- posed to be deposited daily in the bank, state the steps that you would take to ascertain the truth of his admission. 3 O '-^ 13. The result of your count of the "cash on hand" at a large agency on January i, 1912, discloses : Bills $1,979 Coin ^419 Cash items supported by properly signed vouchers: January 14, 1908 — Subagent Jones $200 July 20, 1909 — Subagent Thomas 140 August 20, 1909 — Subagent Vincent 75 September 30, 1910 — Subagent Nelson 230 645 Cash balance as per general ledger $3,108.19 Does this count complete your duty as an auditor? If you consider that further steps are necessary state what you would do. 14. What instructions would you give to a junior accountant to whom you had intrusted the audit of the account Investment in Bonds and Mort-„ gages appearing on the books of a trust company? L|l-,(,"if*^) Tl(7i ils^ 15. You find that a concern whose books you are auditing has cap- italized the amount of royalties that it would have had to pay on the sales of a three years' period if it had not owned the patents. On the increase of surplus thus obtained the directors have declared a stock dividend. Would you consider yourself called on to criticize the action of the direc- tors? If so, state what would be the character of your criticism.- ( L\U x-3o\ .^. { -V'->---(®^' C. p. A. QUESTIONS 643 Pennsylvania State Board of Public Accountants Examination Questions GENERAL ACCOUNTING Monday, November 20, 191 1, 9 a. m. to i p. m. I. Describe fully any business enterprise for the purpose of giving comprehensive information to a possible purchaser who is not very familiar with the property or any phase of its organization, operations, or financial condition or requirements, and who would expect, in case of purchase, to use this information to have the business managed to the best advantage. *^ 2. Outline a systein of accounting for a stock broker's office, including provision for the daily balancing of all securities. Monday, November 20, 1911, 2 p. m. to S p. m. 3. Describe fully the usual accounting system employed in a national bank in one of the larger cities, with' deposits of $15,000,000 and upwards. Explain fully how to make a thorough examination and verification of each of the following: Cash/ cash items, and exchanges. Loans of all classes. Collaterals. Securities owned. Deposits. Earnings. 4. The Borough of Exeter decides to pave and curb Main and Broad Streets, on the former of which is located the town hall and on the latter the town high school. State concisely the usual method employed to finance the expenditures involved in these improvements, and what accounts or records would be required in connection therewith. Tuesday, November 21, 1911, 9 a. m. to i p. m. " 5. The books of the Mapes & Manning Company, manufacturers of and dealers in farm implements, show for the past five years net profits as follows : 1906 $177,000 1907 143,000 igo8 206,000 1909 16,000 igio 98,000 You are instructed by a banking syndicate to examine the accounts of the company and report upon the profits during the above period. In the course of your examination you ascertain the following facts: 644 AUDITING Current liabilities were not taken into the accounts, as follows : January i, 1906 for New Buildings $42,000 Accrued Wages Si300 December, 31, 1906 Repair Charges 2,600 Accrued Wages 2,900 December 31, 1908 Merchandise Invoices 6,800 Current Expenses 5,400 December 31, 1910 Accrued Wages 3,200 Materials and Supplies 4,600 Shop Equipment 8,400 At December 31, 1910, the company engaged two real estate experts to appraise its land and buildings. The lower of the two showed a present value of $587,000, and this valuation was adopted by the Board of Directors, who instructed the bookkeeper to charge Real Estate Account and credit Profit and Loss at the above date with the difference between the fore- going amount and the book figures of $560,000. A mortgage of $200,000, bearing 5 per cent remained upon the prop- erty during the whole of the period under review, and interest on this mortgage was charged before arriving at the book profits. Satisfactory provision was made in each year for depreciation of buildings, machinery, etc. Revise the profits for each year in accordance with the facts disclosed by your examination, and draft the form of certificate you would be pre- pared to give thereon to the bankers for prospectus purposes. Assuming that after submitting this certificate to your clients they pre- fer instead to publish a certificate showing the average profits for the five-year period, what position would you take and what form of certificate would you be willing to sign? 6. A manufacturing concern is required to carry a six months' supply of a certain kind of raw material, and, as the material is not of the kind that can be purchased every day, they must purchase it at any time it is offered to them. For this reason the prices fluctuate sometimes very con- siderably. When they purchase this material, they pay cash for same and have the material shipped in as wanted. What method would you use in arriving at the cost of this raw material used during any one month in manufacturing? Tuesday, November 21, 191 1, 2 p. m. to 5 p. m. 7. A textile mill, employing some 700 hands, operates five departments, with a superintendent or head foreman in each. About 500 hands are paid upon a piecework basis, 50 on a part piecework and part day rate, accord- ing to the duties assigned to them from day to day; 100 are on a straight C. p. A. QUESTIONS 645 day-rate basis, while the remainder are paid weekly salaries, but no over- time. Describe clearly and concisely the methods you would recommend for assembling and recording the data entering into the weekly pay roll. Also state how you would have the pay roll prepared and the wages, as shown thereon, paid to the hands, having in view both economy in the clerical work and the securing of proper safeguards against frauds. 8. (a) How should advancements which appear in the Inventory and Appraisement of a decedent's estate be treated by the Executors in dis- tributing the Principal to the heirs? (6) In the absence of instructions in the will, what disposition should be made of sale of "rights" or "warrants" by an Executor? (c) An Executor of an estate in Pennsylvania forecloses a mortgage owned by the Estate, and title is taken to the property, the property re- maining in the Estate at the time of filing his account. How should the transaction appear in his account? Wednesday, November 22, 1911, 9 a. m. to i p. m. 9. A. B., desiring to incorporate his business, secures a charter under the laws of the Commonwealth of Pennsylvania on December 28, 1910, the A. B. Company being organized for the purpose of manufacturing chemicals and for the sale of the products of such manufacture. The capital stock of the company consists of 3,000 shares, of the par value of $100 each, the subscribers being as follows : A. B 2,996 shares C. D I share E. F I " G. H I " J. K I " 3,000 shares A. B. advances from his own funds the minimum amount of cash capital required by law. The balance of the subscription is to be paid for in Formulae, Trade Marks, and Patents belonging to A. B. to the amount of $150,000, and a sufficient amount of the tangible assets of A. B.'s busi- ness, a Balance Sheet of which at January i, 191 1, is as follows: Assets : Real Estate $25,000 Machinery 30,000 Fixtures 15,600 $70,600 Inventories : Manufactured Product 15,220 Materials 28,650 Coal 572 Prepaid Insurance 1,856 46,298 646 AUDITING Cash $12,106 Accounts Receivable 28,418 40,524 $157,422 Liabilities : Bills Payable 2,000 Accounts Payable 3>i43 5. 143 Capital of A. B $152,279 (o) Prepare entries for opening the books of the A. B. Company. (fc) Prepare appropriate entries for the books of A. B. Lucidity and complete statement of all necessary particulars should have your consideration. 10. The following is a financial statement of the Homestead Land Com- pany on commencement of business, January i, 1908: Assets Liabilities Land $500,000 Capital Stock $100,000 Cash 70,000 Bonds Authorized .$500,000 Discount on Bonds S,ooo Less not sold 25,000 475.000 Total $575,000 Total $575,000 The land shown represents 10,000 acres, which were acquired at the rate of $50 per acre. The bonds issued by the company are dated January I, 1908, maturing January i, 1928, and bear interest at 5 per cent per annum, payable July and January ist. Under these bonds the company is required to pay into the hands of the Trustee, as a sinking fund for their redemption, the sum of $50 for each acre of land for which the company has received full payment and conveyed title. (Note that the company has complied with this requirement during the year and the Trustee has advised, at December 31, 1908, that he had in his possession the sum of $153,500, of which sum $3,500 represented interest on the funds in his hands.) The object of the company is to divide its property into lo-acre plots, which it sells at the rate of $75 per acre when paid for in cash, or $100 per acre when the plots are sold on the installment payment plan. This latter plan provides for the payment of $20 per acre in cash at the date of pur- chase, and the balance to be covered by four notes of equal amounts, maturing one, two, three, and four years after the date of purchase. The first two notes not bearing interest, but the two latter to bear interest at the rate of 5 per cent per annum. During the year ended December 31, igo8, 300 plots were sold for cash and title conveyed to the various pur- C. p. A. QUESTIONS 647 chasers, also during the same year 300 plots were sold on the installment plan ias outlined in the foregoing. Expenses not subject to inference from the foregoing: Administration $2,500 Salaries 5,ooo Advertising S.ooo Taxes accrued, not paid 2,500 Prepare a Balance Sheet at December 31, 1908, and a Profit and Loss Account for the year ended on that date. Wednesday, November 22, 191 1, 2 p. m. to 5 p. m. tc- II. In a given trade, goods are purchased on terms of S per cent dis-_,i^i count for cash in ten days, or net thirty days. In certifying a Balance Sheet in this trade, how would you deal with the question of this discount t "^ in stating the value of the inventory of merchandise on hand? Give your reasons for the treatment you would advocate. 12. You are retained to make an examination of the accounts of a hardware manufacturing company, and prepare a Balance Sheet and a Statement of its Earnings for the past ten years, the examination to be of sufficient scope to enable you to issue a certificate to the Balance Sheet and also to give the assurance that the Statement of Earnings presented is substantially correct. Give an outline of your audit procedure, showing to what extent you would carry your examination in respect to the several classes of assets and liabilities, and if it were stated to you that depreciation of the plant and equipment had been provided for through the inclusion in the manu- facturing cost of expenditures for new additions and betterments, what method would you take to ascertain the extent of such provision? University of Illinois EXAMINATION FOR CERTIFICATE AS CERTIFIED PUBLIC ACCOUNTANT Chicago, III., May 28, 29, and 31, 1912 AUDITING Wednesday, May 29, 1.30 to 4.30 p. m. The general intelligence with which the questions are answered will be considered in the marking, as well as the technical accuracy of each answer. 648 AUDITING Answer All of the following Eight Questions: 1. Distinguish between a "Continuous" and "Completed" audit, and state what you understand by— (i) A Cash Audit; (2) A Financial or Balance- Sheet Audit; and (3) A General Audit. (S Credits.) 2. What general procedure would you follow in auditing the Receipts, or debit side of the Cash Book, of a Manufacturing Company where the transactions were not too numerous to render a complete detailed audit impracticable, and state what features of the audit would you omit where the transactions were too numerous to permit of a complete detailed audit? (10 Credits.) '^ 3. (a) Do you consider it important to vouch or otherwise examine expenditures added to Plant, Property, and Equipment Accounts ; and if you do, state what your object would be, and the character of the examination you would make. (6) State the points to be attended to in the audit of the Inventories of a Manufacturing Corporation. (I2j4 Credits.) 4. In the Balance Sheet of a concern under audit you find the Accounts Receivable and Payable to be as follows: Accounts Receivable — Chicago (Head Office) Debtors $95,650.00 St. Louis Branch account 2,425.00 Atlanta Branch account 4,730.00 New Orleans Branch account 1,725.00 Accounts Payable — Chicago (Head Office) Creditors $41,500.00 New York Branch account 7,200.00 Montreal Branch account 3,752.00 What adjustments in the Balance Sheet, if any, would be necessary in order that an unqualified certificate might be given? (7^ Credits.) 5. Criticize the following Balance Sheet from both the Auditor's stand- point and that of the Company's Financial Position; assuming that the Bonded Indebtedness outstanding is $200,000. A. B. COMPANY— BALANCE SHEET— DECEMBER 31, 1911 Assets Real Estate, Buildings, Plants, Machinery, Equipment, and other permanent Investment, including Good Will $1,000,000 Investment in Stocks and Bonds at Cost (Market Value $60,000) . . 100,000 C. p. A. QUESTIONS 649 Current Assets: Inventories — Raw Materials $170,000 Finished Stock at Selling Prices, less Discount 5 per cent 100,000 Consignments ( Selling Value) 50,000 Supplies (Estimated) 200,000 $520,000 Accounts and Bills Receivable, including Advances to Em- ployees 125,000 Stocks in Treasury (Unissued) — Preferred $150,000 Common 137,225 $287,225 Investments in Subsidiary Companies 225,500 Cash and Miscellaneous Items 50,500 $1,208,225 $2,308,225 Liabilities Capital Stock: Preferred Stock $500,000 Common Stock 750,000 Bonds and Bankers' Loans 575,000 Current Liabilities : Accounts Payable $ 15,225 Other Indebtedness 231,000 Accrued Items 2,000 248,225 Reserves : For Depreciation $50,000 Less — Renewal Expenditures written off 65,000 Balance (Debit) $15,000 For Bad Debts 20,000 Other Contingencies i 5,000 10,000 Surplus (less Dividends Paid) including appreciation in Real Estate and other Capital Assets and Profit on Inventorying Raw Materials at Market Prices 225,000 $2,308,225 (175^ Credits.) 650 AUDITING 6. You find in the course of an annual examination as of December 31, the following : (i) A credit balance in the Cash Account of $625.00 (2) In the Credit Ledger a debit balance for Cash charged to Davis & Co., on July 31 for ; . 375-00 (3) In the Debit Ledger a credit balance for Cash paid by Jones & Co., on December 31 250.00 (4) A debit balance also in the Debit Ledger to Winslow & Co. : July I, Mdse $ 50.00 Aug. 20, cash and discount. . .$ 50.00 Aug. 3, Mdse 60.00 Oct. 3 " " ••• 7S-0O Sept. 15, Mdse 75.00 Dec. i " " ... 100.00 Oct. ID, Mdse 100.00 Dec. 31, Balance 60.00 $285.00 $285.00 December 31, Balance $60.00. What would be your view of each of these items? (7^ Credits.) 7. In auditing the accounts of a Corporation, you find that the Com- pany has utilized its own Materials and Labor in the construction of ex- tensive additions to its plant, and that it has charged up such work at regular trade prices sufficient to yield to it a substantial Profit, which has been credited to Profit and Loss Account. Do you see any objection to this course? Explain fully the theory upon which your answer is based. (10 Credits.) 8. A Company insures the life of its Manager for its own benefit in the sum of $50,000, the annual premium being $1,250. Explain the method you would adopt of treating the disbursement at the annual accounting during the period the policy was in force. (10 Credits.) Answer Any Two of the following Five Questions: 9. (o) In auditing the Disbursements of a Company, what books and documents would you call for; what would be your exact procedure, and to what points would you pay particular attention? (6) Under what conditions would indo^sed checks be regarded as ADEQUATE VOUCHERS ? (10 Credits.) 10. How far is an Auditor entitled to probe into matters beyond the term which he is instructed to audit, and for what purposes should he do so? (10 Credits.) C. p. A. QUESTIONS 651 • *^ II. In auditing the accounts of the following, what documents and records would you expect to see other than the regular double entry set of books? (i) The Trust Estate of a deceased person. (2) A private Partnership. (3) A new Company which had not been previously audited. (4) A Charitable Institution. (10 Credits.) 12. In the course of audit of an Investment and Brokerage Corporation you find that the Directors have written up the value of some of the securities, which they contend is in harmony with current market values. The accounts show that the dividend proposed to be paid has not been earned unless the increment in value referred to is included as a Profit. What is your view of the proposed procedure of the Directors? If you concur with their proposed action, state your reasons; and if not, state the pro- cedure, as Auditor, you would follow. (10 Credits.) 13. (o) In the accounts of a Wholesale Dry Goods Company, under what, if any, circumstances is it permissible to carry forward to a sub- sequent period the whole or any portion of the Expenditures for Salesmen's Salaries or Commissions and Traveling Expenses? (b) In the accounts of a Lumber Company owning large tracts of standing Timber, how should the book value of "Stumpage" be disposed of? What do you understand by "Stumpage"? (10 Credits.) State of Massachusetts Fourth Public Accountant Examination AUDITING Wednesday, June s, 1912, i p. m. to 5.30 p. m. Answer questions 39, 40, 41, and 42, and 6 others, but no more. 39. State fully how you would verify the bank account of a concern depositing with six banks, and making frequent transfers of funds between them. ,2 AUDITING 40. Of what value in auditing is a unit of production? 41. A client (A. B. Co.) presents you the following statement as of muary i, 1912: Assets Liabilities ash •. $10,600.27 Notes payable r $20,000.00 ccounts receivable 30,219.73 Accounts payable 30,140.10 [erchandise 39,320.14 Profit and Loss 5,000.04 Machinery 10,000.00 Capital Stock 40,000.00 oans to directors 5,000.00 $95,140.14 $95,140.14 You are required on January 10, 1912, to make sufficient examination id audit to certify the statement for credit purposes. ^ State fully how, and to what extent, you would verify the different 5ms, and draw formal certificate covering same. 42. A corporation takes from its customers their notes in partial set- ;ment of their accounts. Some of these notes are discounted by the cor- )ration, and with its unlimited indorsement. Notes receivable account credited with the notes discounted, and interest account is charged with e discount. State (a) your procedure in auditing the notes receivable ansactions ; (b) how you would ascertain what notes are not matured ; id (c) how you would deal with the latter in the certificate of your idit? 43. In auditing the accounts of a tax collector, what should be done determine if he accounts for the interest on overdue taxes paid? 44. You are auditor of a manufacturing corporation which has been jerating five years and which has, amongst other accounts, the follow- g, viz. : Plant account, $700,000 ; Reserve for Depreciation, $200,000 ; urplus, $100,000. The officers ask you to certify a statement embracing the )ove items in the following form, viz.: "Plant," $700,000; "Surplus and eserve accounts," $300,000. State (a) whether you approve same and a) the reasons supporting your answer. 45. How would you audit the accounts of a Tax Collector? 46. The officers and directors of a Massachusetts corporation have cecuted and submitted to you, for your signature as the auditor chosen ider the provisions of the statutes, their Certificate of Condition, April 1912. At the same time, the treasurer asks you to prepare the corpora- Dn's "Return" to the Tax Commissioner, April i, 1912, showing, therein, iluations of the merchandise and accounts receivable which the treasurer aims to be fair cash values, but which are less than the respective amounts icluded in the Certificate of Condition. State what action you would ke (a) regarding the Certificate of Condition; (b) regarding the tax Return"; and (c) the reasons supporting your answers. 47. To what extent do you deem it necessary to verify the following C. p. A. QUESTIONS 653 in order that you may certify to the correctness of a Profit and Loss statement : Materials and Supplies. Goods in Process. Finished Goods. Accounts Receivable. 48. Describe a complete audit of the Trust Department of a Trust Company. 49. Your visit as auditor of The Iroquois Bank of Pittsfield happens to be concurrent with that of the examiners from the Bank Qjmmissioner's Office. State in detail what modifications, if any, you would feel justified in making in the scope and thoroughness of your audit. so. You are instructed to make a report on the earning capacity of a manufacturing plant, as disclosed by its operations during a period of five years. Inventories were taken at the beginning and end of this period, and at yearly intervals between same. What would your procedure be in the examination, and what salient features would you bring out in your report ? 51. A corporation has on its books $210,000 of accounts receivable, of which $49,000 are long overdue, and apparently worthless. The inventory of finished goods, taken at contract price, less S per cent amounts to $124,000, and from this sum has been deducted $45,000 "to provide for any losses." How would you deal with this state of affairs in reporting to the Bank Commissioner on the condition of the corporation for savings bank loans? 52. The "system of internal checking"' of a savings bank calls for regular observance by the Board of Investment, whether the records of collateral received, and changes thereof, on loans, accord with the votes of the Board. Under these conditions, and in the case of loans on col- lateral security, state (a) whether you would write to each borrower to send to you the details of the note, together with a list of the collateral deposited therewith; (b) whether you would ascertain the market value of the collateral; -(c) what action you would take if you thought that the character of the collateral was inferior, or that the margin was in- sufficient. State (d) whether you would restrict the extent of your general audit because of a high degree of excellence in the "system of internal checking"; (e) the reasons supporting your answers. 53. A corporation in closing its fiscal year has some 60 items of cur- rent liabilities, which it enters on its books as follows: (Sundry accounts) $53,827-34 Accounts payable $53,827.34 On the first day of the new year, the bookkeeper makes the following entry: Accounts payable $53,827-34 (Sundry accounts) $53,827-34 How should the auditor deal with this condition? 654 AUDITING The State Board of Accountancy of Ohio AUDITING Friday, December 8, 1911, at 9 a. m. (Time Allowance, Three Hours) ui. (a) Describe briefly but in detail the several steps you would take in making a complete and detailed audit of the books of account of a manu- facturing corporation. (6) Give a list of the books of such a corporation which in a de- tailed audit the auditor should examine. 2. Under instructions calling for a complete audit and verification of all entries, what supporting data would you require for the following? (o) Purchases. (e) Cash Receipts. (6) Returned Purchases. (_f) Cash Payments. (c) Sales. (g) Journal Entries. (rf) Returned Sales. 3. In the case of an unexplained absence of a bookkeeper who has entire charge of the accounting for a corporation, state the steps that in your judgment should be taken to determine: first, the actual existing con- ditions; second, whether or not irregularities had been committed. 4. (o) You are called upon to audit the books of account of a con- cern and discover that for the fiscal year under your inspection it has not shown sufficient profit to justify the payment of any dividends. The man- ager, in order to make a profit showing, has failed to set up the usual reserves for depreciation of buildings, plants, machinery, tools, etc., nor has he sufficiently allowed for losses in the collection of Accounts Receivable, etc. In making your report of audit, what would you do under the cir- cumstances? Give your reasons therefor fully in such form as you would submit them in your report. (6) In what way, if at all, would you report the fact that a trusted office manager had overdrawn his salary account at various times, in no case more than $300, all of which had been returned before the time of the annual audit? State your reasons fully. 5. State the arrangement of a report in which it is desired to present Balance Sheet with supporting schedules of Accounts Receivable, Accounts Payable, Notes Receivable, Notes Payable, and Profit and Loss Account, together with comments on the extraordinary features of the business. 6. (a) How would you account for the proceeds of sales to customers without checking each entry? (6) In passing upon the value shown in the inventory, how should the auditor treat materials costing $10 per unit when the market price is $8 per unit, and when the market price is $12 per unit? State reasons fully. C. p. A. QUESTIONS 655 7. How should the following assets be valued for a balance sheet? (o) Manufactured goods. (6) Raw material. (c) Accounts Receivable. (d) Partially manufactured goods. {e) Notes receivable. (f) Stock, bonds, and similar investments. (g) A building company engaged in constructbn work under contract has a number of contracts in process of completion. In auditing the accounts of such a company, how would you compute the value of such unfinished contracts as an asset in the Balance Sheet? 8. A firm having several branches maintains an account with each branch in the ledger and charges all such accounts with goods sent the agents for stock. When the inventory of stock is taken, the balance of each branch account is treated as an ordinary Accounts Receivable and is included in the general debts owing to the iirm. If you see any objections to this method, say how you would deal with the accounts. 9. Does an auditor's duty in any way extend beyond the careful ex- amination and certifying of the books and accounts submitted to him? Discuss briefly different theories. 10. (a) The auditor of an incorporated company which has been ac- customed to making investments in interest paying securities, in making his statement to the directors presented a Balance Sheet showing a surplus of $65,000. After discussion, the directors determined that they did not wish to declare a dividend out of this surplus, and gave their auditor the following order: "Decrease this surplus by investing $30,000 in the S per cent bonds of the X Y Z Railroad Company." Presuming there was an item in the aforesaid Balance Sheet of cash $75,000, what effect will the carrying out of the directors' order have upon the surplus of $65,000? (6) What is an audit? Make a definition. Minnesota State Board of Accountancy Examination April ii, 1912 AUDITING Time Allowed, Six Hours I. State the purposes of an audit. To what extent should an audit deal with accounting system? With bookkeeping system? 556 AUDITING ''2. Distinguish between the "continuous" and the "completed" audit, stating the advantages and disadvantages of each. 3. Describe the method of verifying cash on hand at the close of the jeriod under review. 4. Discuss "the best method of auditing cash receipts." 5. Discuss "the best method of auditing cash payments." 6. How would you audit a pay roll? 7. What special matters should, be investigated in the audit of corporate )ooks ? 8. What different considerations govern the valuation for balance sheet jurposes of "fixed" and "current" assets? 9. What is the best procedure in verifying the existence and value of and, buildings, stock-in-trade, investments in stocks and bonds, plant and nachinery, work-in-progress ? ID. Discuss "the proper method of treating discounts, freight, and haul- ige on goods or equipment purchased," "on goods sold." 11. Discuss "the limitations of an investigation of a business on be- lalf of a projected purchasing company." To what extent would fraud by imployees of the vendor bear upon the subject? 12. In what respects would an investigation of a business on behalf of I retiring or deceased partner differ from one on behalf of a projected mrchasing company? 13. Discuss "the extent of the auditor's certification." 14. Discuss "the proper method of presenting the condition and earn- ngs of a holding company which owns from 75 to 100 per cent of the stock if a number of subsidiary corporations." 15. State the special features which pertain to the audit of the books ind accounts of a building loan association. 16. State the special features which pertain to the audit of the books md accounts of a street railway company. 17. State the special features which pertain to the audit of the books md accounts of a fire insurance company. v'i8. A mercantile concern sustains a partial loss by fire. The books ;re modern, except no cost accounting is incorporated. The end of the iscal year is December 31, when a physical inventory is taken; the fire ccurred in October and was evidently a two-thirds loss, with full insur- nce. While the adjusters are at work you are called in to satisfy the firm s to their loss, so that they may be prepared for discussion with the in- urance companies. Outline your procedure and state how you arrive at the actual loss. C. p. A. QUESTIONS 657 Utah Examination April 12, 1912 AUDITING Time Limit, Three Hours 1. Explain the meaning of good will. When may it properly appear upon the books of a company as a valuable asset? What principal factors should be taken into consideration in placing a valuation on good will ? 2. Are stock dividends legitimate at any time? Would you consider it justifiable at any time to pay a dividend with borrowed money? Give reasons for your answers. 3. What are secret or hidden reserves? How may they be created, and what do you think of their propriety? 4. For several years a corporation makes reserves of profits to pro- vide for redemption of bonds and for building extensions. When the bonds are redeemed and the extensions made, what disposition would you make of the reserve accounts? 5. Under what headings would you generally classify the resources and the liabilities in a balance sheet of a manufacturing company? 6. State the steps necessary to verify the cash receipts and payments for a period, including the resultant cash balance. 7. In examining the mortgage loans of a bank, insurance company, or other loan company, what papers and records would you examine, and to what points would you give particular notice? 8. In auditing a corporation, what books and records besides the regular financial account books would you want to examine ? In naming any book , or record give fully your reasons for calling for it. g. In what ways may a bookkeeper who is also cashier conceal thefts, his books being kept by double-entry and in balance? 10. In preparing the balance sheet of a business at the close of a year, how should you treat each of the following items : (a) bad and doubtful debts, (b) premiums for fire insurance unexpired, (c) interest paid in advance on notes payable discounted, (d) discount on accounts receivable, (e) discount on accounts payable, (f) depreciation of plant. INDEX FAGB A Abbreviations, stock broker's 368 Accident reserve of electric rail- ways 438 Accommodation indorsements. ... 166 Account stated, when binding ... 44 Accountant's Manual, The, on in- ventory of stock 311 Accounting as a qualification for an auditor 24 Accounts payable audit record of 246 verifying 149 Accounts receivable audit record of 246 generally 94 schedule of 297 Accumulated dividends as a lia- bility 179 Actions at law, expenses of 530 Adams, Prof. Hemy C. on depreciation 329 on railroad accounts 430 Advantages of an audit 18 Advertisements, misleading ; mis- use of reports in 239 Advertising agencies 497 newspaper 398 register 257 value of 518 Agency accounts of branches 301, 415 insurance 375 Agency expenses, statement of . . . 388 Agreement, partnership 41 Allowances and rebates 186 and returns 285 Amateur auditors 34 PAGE American Association of Public Accountants code of ethics of 56 schedule for municipal indus- tries and public service cor- porations submitted to 424 American Bankers' Association, form of statement for bor- rowers 220 American Electric Railway Ac- countants' Association, clas- sification of accounts by ... . 432 American Malting Co. case (liabihty of directors for un- authorized dividends) .... 273, 594 Amortization corporation tax and funds for. . 389 generally 136 N. Y. Public Service Commis- sion on 322 of premium and discounts on bonds 300 Analytical mind as a qualification of an auditor 27 Anticipation of earnings and profits 188 on sales not delivered 192 Appleton V. American Malting Co. (liabiHties of directors) 599 Apportionment between capital and revenue or income. .435, 476 Appraisal of assets 505 of public utilities 425 Appreciation in value of assets. . . 193 Appropriations and liabilities, dis- tinguished 468 Architects accounts of 486 certificates of 304 659 66o INDEX PAGE Arrears of dividends 179 Assessments on capital stock 140 municipal 460 Assets appreciation in value of 193 contingent 140 current 88 definitions of 88 and liability items 298 profit on sale of 193 verifying 88 writing down 143 Astrachan S. S. Co., Ltd., etc. (auditor's alleged negligence) . . . 586 Attorney-general of U. S. on cor- poration tax law 609 Audit advantages of an 18 beginning an 66 certificate of 210 clerks 31 completed 241 continuous 241 fees 160 minor objects of 10 notebooks 242 purposes and advantages of an . 8 Auditing accounting distinguished from . . i theory not sufficient in 7 "Auditor" and "Accountant," English distinction between.. 573 Auditor amateur 34 charitable institutions and the. . 53 civil liability for negligence. . . . 574 criminal liability of 574 dismissal of, during annual en- gagement 574 duties of 33, 56 as expert witness 50 fees of 69 in N. Y 71 legal duties and liabilities sum- marized 588 PAGE Auditor (Continued) liabilities of 571 liability for libel 588 liability of, limited in certain cases 577 the non-professional 34 not an insurer 38, 581, 584 official 36 official legal opinion on duties and liabilities of 590 "privilege" of 588 professional 38 purpose of the 17 qualifications of the 24, 32 recovery against, for negligence 23 what not to report 238 simple language best for 208 staff 37 status under English law. . . .64, 573 and ultra vires acts 45 is he a valuer? 105 Audits, special 54 Automobile dealers 413 Automobiles, depreciation of 337 B Bad debts and earnings 186 Bad debts register 84 Bad or doubtful accotmts 297 Balance sheet of building and loan association 376 English Companies Act form . . . 393 form of 212 of holding companies 554 of Hf e insurance company ..... 384 of manufacturing concern 392 object of 175 omissions from 150 of taxicab company 442 Balance-sheet audit 82, 87 Baltimore and Ohio R. R., rail- road accounting illustrated by 430 Bank balances, verification of . . . . 252 Bank building, valuation of 144 INDEX 66i PAGE Bank of Liverpool case (forgery) 552 Bank loans, audited accounts an aid to 18 Bankers, examinations for 539 Banks clearing house examiners for. . . 350 interest rules of 566 national and state, audit of . . . . 349 statements required by 216 "Blind" accounts of brokers 370 Board-minutes inspection 593 Bonded debt of municipalities. . . . 466 Bonding employees advantages of audit in 21 necessity for 39 Bonds auditing 156, 307 discount on 283 premiums and discounts on. . . . 300 valuation of 136 Book plates, value of 396 Bookkeepers, instructions for. ... 85 Bookkeeping as a qualification of an auditor 24 Bookkeeping, loose-leaf 307, 507 Books and records precautions in handling , 505 styles of 309 Borrower's statements. . . .217, 220, 222 Branch accounts 301, 415 Breweries 402 Budget of municipalities 455 Building and loan associations . . . 372 Buildings depreciation of 332 payments on 304 Burleigh v. Ingram Clark, Lim. (accountant's lien) 573 Business methods, familiarity with 77 Business statistics, auditor's col- lection of 510 C Calls and assessments on capital stock 140 PAGE Cancellation of vouchers 295 Capital contingent liabilities and 165 expenditure 302 and income in electric railways 435 in executors' accounts 476 insuflBcient 522, 544 payments, cash discounts on. . . 303 reserve for working 178 and revenue, distinguished 203 Capital stock auditing 307 audit record of 245 in bank audit 354 calls and assessments 140 premiums on 176, 177, 300 and surplus 175, 301 unissued 139 Cash, audit of in bank 91 on hand 92 Cash book falsification of 254 stockbrokers' 366 tabular 254 Cash discounts 201, 261 "Cash items" 72 Cash payments 255 Cash receipts 253 Cash and securities, verifying, in a bank 352 Cashier, duties of 83 Casualty companies 389 Census Bureau, U. S. classification of municipal ex- penses 467 water supply, uniform accounts for systems of 450 Certificate of audit 210 (Certificate of auditor, on branch ofiSce accounts 302 Certificates of deposit in bank audit 354 Certificates and reports 207, 238 Certified cheques in bank audit. . . 354 662 INDEX PAGE Certified public accountant laws and examinations 639 Character as an asset 546 Charitable institutions, forms of accounts for 482, 483 Charitable organizations 479 Charter-parties 431 Charts, use of 230 Chase, Harvey S., on profits of public service corporations. . . 422 Checker, in restaurants 497 Cheques deposit of 252 as a receipt 274 verification of 255 Chicago Association of Commerce, subscriptions investigating committee of 54 Churches 484 Circulation "audits" 399 manipulation of records of 399 newspapers, revenue from 398 City accounts (see under Munic- ipal) Civil liability of auditors 574 Clearing house blotter 366 Clerical errors 14 Clerks, audit 31 Client fixing responsibility of 66 staff of 67 Clubs 163, 485 Coal mines 403 Code of ethics for auditors 56 Collateral v. integrity 540 Collection charges 290 Collections 84, 262 Columnar cash book 254 Commission errors of 16 salesmen's 287 of trustees 476 Commissioner of Internal Revenue, corporation tax regulations of 618 PAGE Companies (English) Act (see English Companies Act) Competition 52S Completed audit 241 Compounded interest 5^4 Comptroller of the Currency, on bank examinations by direc- tors 358 Comptroller defined 37 municipal 456 Compulsory reports 240 Confirmation of customers' ac- counts 263 Consigned goods 94, 153, 269 Construction and equipment of electric railways 435 Construction and maintenance apportionment between, in rail- roads 428 distinction between 422 Consumers' register, forms of . . . . 445 Contingent assets 140 Contingent fees 71 Contingent liabilities and capital. 165 Continuing partner 534 Continuous audit of brokers' accounts 370 defined 241 Contractor's accounts 490 Contracts, value of uncompleted 487, 491 Controlling accounts 85, 251 Cooley, Prof. E. M., on causes for depreciation 319 Cooley, Morgan L., "American Audit Record," of 243 Copying devices ju Copyrights depreciation of 2,2,7 valuation of 130 397 Corporate publicity, tendency to. 49 Corporation audit of . . informal acts of oflScers of 4^ INDEX 663 PAGE Corporation tax depreciation and the 340 insurance companies and 389 the law 601 Corrections and erasures 507 Correspondent's accounts in bank audit 353 Cost-keeping systems, misfit 33 Coupons of bonds 307 unused tickets, etc 161 Cravens, George A., on deprecia- tion of equipment 335 Credit basis, character, capital, and capacity 542 to customers 254 department 186 memoranda 410 purpose of 148 risks 544 Credit manager functions of a 542 statements requested by 224 Credit purposes, investigation for. 542 Creditors, investigations for 539 Criminal Hability of auditor 574 Current assets 88 Customers' accounts generally 94 manipulation of (see Fraud) verification of 100, 263 Customs as to interest 566 D Damages as liabilities 161 liability for 438 "Dating" invoices 152 Decedents' estates, principal and income of 205 Defalcations 53° Defaulter, attitude toward 550 Deferred assets and accounts re- ceivable 98 PAGE Deferred charges to operation 116, 272 Deferred income, magazine sub- scriptions as . . 400 Departmental accounts, in depart- ment stores 412 Departmental profits 189 Department stores 410 Departments, checks on 313 Depositors' accounts in bank audit 355 Deposits 99 Deposits as liabilities 162 Depreciation (see also various classes of business) calculation of 326 the Corporation Tax Law and. . 340 by depletion 405 of different classes of property. . 331 by exhaustion 327 fixed percentage basis of 320 in gas plants 448 generally 317 investment of reserve for 329 of leaseholds 333 a local issue 329 machinery and equipment 124 in manufacturing concerns 390 methods of applying 320 in mtmicipal accounts 465 in Nipissing Mines Co. case.. . . 341 an operating expense 328 place of, in profit and loss ac- count 197 "production" method of cal- culating 326 of railroads 430 rate regulation and 420 reserve for 318. sinking fund method of 321 sinking funds and 327 of taxicabs 440 of telephone plants 452 of vessels 431 Detailed audit, the 80, 241 Detailed or balance sheet audit. . . 79 "Development expenses" 426 664 INDEX PAGE Dickinson, A. Lowe's on depreciation by depletion. . . 405 on moral qualities of an auditor 30 profit and loss statement sug- gested by 228 on profits of a corporation 365 on profits of public service cor- porations : . . 420 on reorganizations 537 Dilapidations 333 Director, right of, to examine books 47 Directors compensation of 593 of corporations 46 liabilities of 141, 593 Discounts allowing for 96 on bonds 283 on capital payments 303 cash 261 cash and trade 201 in department stores 153, 410 for prepayment 267 trade 267 Dishonored notes 102 Di\ddends audit of 305 from capital 204, 580 cash or stock 202 as a liability 179 as principal or income 206 stock 306 stock and extraordinary cash. . . 206 unclaimed 163 Doctors' accounts 488 Doubtful accounts ledger of 298 schedule of 297 DumbeU's Banking Co., Lim. (criminal liability of auditor) . . 574 Duties of an auditor 34 Duties, vouching payment of ... . 290 E Earnings, gross 185 PAGE Economics, knowledge of, as a qualification of an auditor. . . 27 Education, as a qualification of an auditor 29 Educational institutions 479 "Efficiency engineer," the 308 Efficiency of organization 315 Efficiency theory in office work. . . 316 Electric light and power com- panies 445 Electric railways 432 Electrotypes, woodcuts, etc., val- uation of 128 Employees bonds of 39 transactions with 409 Empties 286 English auditor 573 English Companies Act balance sheet required by 394 compulsory reports under 240 on dividends and reserves. . . 203, 204 opinion on auditor's report under 590 provisions as to auditors in. . . . 64 Entertaining, etc 288 Equipment, depreciation of 335 Erasures 507 Errors in the books 533 detection of 12 frequency of 17 kinds of 13 of principle 545 Estates (see executors and trustees, 475) Ethical duties of an auditor 56 Ethics, code of professional 56 Evidence, books as 536 Examination questions for C. P. A 641 Ex-clearing-house blotter 367 Executors and trustees 475 Expenditures, extraordinary 283 Expenses accrued; profit and loss account and 200 INDEX 66s PAGE Expenses in bank audit 355 extraordinary 283 and losses 195 and purchases 274 Experience, general, as a qualifica- tion for an auditor 26 Expert witness, auditor as an ... . 50 Express arid freight expenses. . . . 292 Extraordinary expenditures 283 F Failures in business. 543 Federal bank supervision, con- demnation of method of 37 Federal control, knowledge of legislation on, as a qualifica- tion of an auditor 27 Federal excise tax on corporations 601 Fees of auditor 69 inN. Y 71 Filing auditors' papers 77 Filing systems, essential features' of 310 Financial enterprises, audit of . . . . 348 Finished goods, value of in Fire insurance companies 379 Fire loss, advantages of audit in. . - 20 Firm or individual, audit of a. . . . 40 Firm insurance 43 First National Bank v. Davis (usurious interest) 564 Fixed assets 117 Fixtures, landlord's 336 Flax crops, depreciation of land by 331 Floy, Henry on appraisal of public utilities. . 425 on depreciation 321 Fluctuation and depreciation 317 profits on 517 reserve 3^4 Footings and postings, verifica- tion of 248 Foreign branches 417 Foreign exchange 417 PAGE Forgan, James B., on bank di- rectors' responsibility 351 Forgeries 506 Foster's Valuation of Public Utili- ties (quoted) 339 Foundry charts 235, 236 Fraud audit not an insurance against 38, 581, 584 detection of 11 in investigations 506 in sales accounts 515 in trading business 407 the "trusted employee" and. . . 548 Fraud, instances of in the Bank of Liverpool case. . 551 in bankruptcy cases 546 in banks 357 defalcations 530 in insurance company 380 in the Mill wall Dock case 551 in railroads 429 in real estate agency 493 in stock broker's office 371 Freight and express expenses 292 generally 160 in manufacturing concerns 390 Fund and other permanent in- vestments 136 Furniture and fixtures depreciation of 336 valuation of 126 Future delivery, sales for 192 G Gambling 279 Gas Companies 44/ "Going concern" and "scrap" valuations 1 19 Gold mines 406 Good will depreciation of 338 treasury definition of 630 valuation of 131 Goods in process no 56 INDEX PAGE rraft" and legal expenses 284 :oss profits 314 larantees as contingent liabili- ties 169 H salth companies 389 3at and power companies 445 siding companies 553 3man v. Quilter (dismissal of auditor) 574 arses depreciation of 336 valuation of 127 Dspitals, audits of 479 atels 496 Duse of Lords, committee re- port (civil liability of auditor) 574 iitchinson and McEUieny, Jr., etc., V. Curtiss and The Amer- ican Malting Co. (director's liability for unau- thorized dividends) 595 I lagination as a qualification of an auditor 27 mprest" system 280 come extraordinary stock dividends and 206 net and gross, defined 615 verification of 258 come and expenses audit of 247 in prior periods 247 come from investments, verifi- cation of 265 .come, verification of in bank audit 355 idorsements as liabilities 166 istallment accounts, reserve for loss on 397 istallment contracts 103 istitution or similar organization, auditor of an 53 PAGE Insufficient capital 522 Insurance firm 43 policies as guides to title 89 premiums 291 sufficiency of 545 on vessels 43' Insurance companies audit of 378 corporation tax and 389 reserve, as a liability 174 Integrity v. collateral 54° Interest accrual of 205 on bank deposits 267 and collection charges 290 methods of calculating 563 payable 158 receivable, verification of 266 Interim audits 242 Internal audit in department stores 410 Internal checks in bank audit 356 system of 83 Internal Revenue, Bureau of: rul- ing on bad debts 187 International Harvester Co.: rule as to profits on forward sales 192 Interstate Commerce Commission classes of accounts for electric railways 433 development of the 419 failure of,'=;to obtain analysis of property^accounts 118 Inventories audit record of 246 basis of value in 104 of department store 413 finished goods in lii generally 84, 299, 519 goods in process in no perpetual 311 of retail merchants 409 secret reserves and 143 supplies, stores, etc., in 113 INDEX 667 PAGE Inventories (Continued) verification of 107 Inventory, the turnover and the. . 112 Investigations 502 Investment companies 362 Investment securities, inventory of 113 Investments ascertaining value of 365 of trustees 476 Invoices, purchase 276 Irish Woolen Mill Co., Lim., v. Tyson (auditor's negligence) 278, 583 J Jones V. Terre Haute & Richmond R. R. Co. (interest of stockholders in cor- poration) 305 Journal vouchers 293 Judgments 157 K Kingston Cotton Mill Co., In re (inflation of inventory) 108 (liabiHty of auditor) 577 Kirkbride & Sterrett's, "The Mod- em Trust Company," on bank interest 566 L Land, depreciation of 331 Land and buildings, valuation of. 119 Land and development companies 494 Landlord's fixtures 336 Lawless v. Anglo- Egyptian Cotton & Oil Co., Lim. (auditor's liability for libel) .... 588 Lawyers' accounts 489 Leake, P. D., on depreciation 317 Leaseholds depreciation of 333 valuation of 122 Leases, investigation of 519 PAGE Ledgers columnar 315 generally 84 self-balancing 315 stockbrokers' 367 subsidiary 314 Leeds Estate Bldg. & Investment Soc'y, Lim., v. Shepherd (auditor's duty) 580 Legal expenses 160 Legal expenses and "graft" 284 Legislation, proposed, for com- pulsory audits 58 Liabilities 148 of auditors 571 contingent 165 of directors 141 outstanding 298 Liability and asset items 298 Libel, auditor's liability for 588 Lien of accountant 573, 574 Liens and hypothecations 89, 227 Life insurance companies 382 Liverpool & Wigan Supply Ass'n, Lim., case (auditor's negligence) 579 Loans by officers to corporation 46 record of brokers' 368 London & General Bank, In re (auditor's duty) 580 London Oil Storage Co., Lim., v. Seear, Hasluck & Co. (auditor's negHgence) 586 Loose-leaf records 309, 507 Lots, sale of building 273 Lybrand, William M. on holding companies 554, 556 on intercompany profits 190 on profit and loss of subsidiaries 559 M Machinery depreciation of 334 purchase of 305 valuation of 124 68 INDEX PAGE lagazines, publishers of 397 lail books 279, 293 lail, safeguarding incoming 84 lailing department 311 Iain, Frank W., on incompetent auditors 32 laintenance and asset accounts, secret reserves and 142 lanipulation of accounts 12 (see also Fraud) lanuf acturing and trading profits, anticipation of 188 lanuf acturing concerns 390 largia record 367 larking records 506 lartin v. Isitt (auditor's responsibility) 587 lartindale, Joseph B., on propor- tion between capital and other assets 89 lassachusetts act of 1909, as to interest 569 lay, George O., on expenses of seasonal business 282 laynards, Lim., v. Maynards and others (auditor's liability) 579 Memorandum books 258, 259 Memorandum," goods out on. . . 269 Mercantile agencies, forms for statements of financial condi- tion 222 Merchants, wholesale 407 Metz Fund, on municipal ac- counting 459, 469 .Mileage account 288 MiHwall Dock case (fraudulent manipulation of ac- counts) 551 M^ilwaukee Three-Cent Fare case, depreciation rates quoted in. . 339 .Minerals, depreciation of 345 /lines depreciation of 338 leases and royalties on 347 valuation of 140 PAGE Minimum rents in mining accounts 403 Mining 403 Mining accounts, minimum rents in 403 Minors, as beneficiaries of estates. 478 Minute book, contingent liabili- ties shown by 171 Misappropriation of money or goods II (see also Fraud) Misfit, cost-keeping systems 33 Montgomery, Robert H., on profits of public service corporations 420 Moral qualities, auditor's need of. 30 Mortgages generally 155 upon coal and ore lands 405 Municipal Accounting, Handbook of 469 Municipal accounting 455 Municipal accounts. Exhibits i to 8 471-474 Municipal ownership of water- works 449 Municipal revenues 457 Municipal industries, schedule of revenue and expense for 424 Municipal statements 463 N National Association of Credit Men, statement recommended by 225 National bank examiners 349 Negligence of auditor, recovery on ground of 23 Net profits defined 598 New works in place of old 142 New York Clearing House; in- terest, custom as to 568 New York Firemen Ins. Co. v. Ely (usury) 569 New York National City Bank, on bank examinations by di- rectors 358 INDEX 669 PAGE New York Public Service Commis- sion, on amortization 322 New York State, proposed "Busi- ness Companies Act" for. ... 59 New York State Bankers' Associa- tion, standard form of borrow- ers' statement 217 New York statute as to interest . . 569 New York Stock Corporation Law on dividends from capital. . . 204 New York Third Ave. Ry. Co. (amortization) 322 Newspapers manipidation of circulation re- cords by 399 publishers of 397 Newton v. Birmingham Small Arms Co., Lim. (auditor withholding informa- tion) 588 Nipissing Mines Co. case (depreciation) 341 Niven, John B., on profits of pub- lic service corporations 422 Non-professional auditors 34 Notebooks, audit 242 Notes, confirmation of in batik audit 353 Notes discounted, as liabilities. . . 165 Notes payable concealing personal loans.. .154, 155 vouchers of 305 Notes receivable loi, 299 O Obsolescence depreciation due to 319 generally 125, I99 importance of provision for 330 Office methods 308 Office methods with branch records 416 Officers of corporations 45 Official auditors 36 Ofisetting errors 16 Omission, errors of I5 Ordef and receiving records 151 PAGE Order books 260 Organization expenses 281 Outside enterprises liabilities in 168 loans 266 Outstanding accounts 297 Outstanding discounts 96 Outstandings confirmation of 263 valuing 95 Overdue accounts, valuation of. . . 96 Overextension of business 167 P Packages, valuation of 126 Participations and imderwritings. 193 Partition of estate 478 Partner, investigation for a re- tiring 534 Partners' salaries 531 Partners' withdrawals 305 Partnership, advantages of audit to 20 Partnership agreements, detailed consideration of 41 Partnership and individual excise tax, proposed 632 Pass-book 84 Pass-books, in bank audit 354 Patent Htigation, investigation in. 547 Patents depreciation of 337 valuation of 129 Patterns, drawings, lasts, etc., valuation of 127 Pay roll book 287 chart 235 in department stores 411 in manufacturing concerns 390 municipal 461 padding prevented by compara- tive statistics 237 system necessary 84 vouchers for 279 570 INDEX PAGE Pennsylvania, proposed legislation in, for compulsory audits. ... 58 Percentage of profits 232 Periodical audits, responsibility of auditor in 587 Perpetual inventory 311 Petty cash imprest method of 280 vouchers for 279 'Petty expenses" 280 Postage or mail books 279 Postage, vouchers for 292 'referred stock accumulated divi- dends as a liability 179 Preliminary expenses, treatment of 281 'remiums on capital stock.. . . 177, 300 'remiums and discounts on bonds 300 Premiums paid on securities by trustees 477 'revious audits, procedure on fol- lowing 79 'rincipal, method of calculating . . 563 'rindpal and income distinction between 203, 476 distinction in decedents' estates 205 'rindple, errors of 13 'rivate ledger, audit record of . . . . 245 'Privilege" of auditor 588 'rofessional auditors 38 'rofessional ethics, code of 56 'rofit and loss account 181 'rofit and loss account of building and loan association 377 'rofit and loss statement 228 'rofits accountant's definition of 184 anticipating 188 charts (gross and net) 232 contracts on maximum 189 departmental 189 disposition of 202 economic definition of 183 on fluctuations 517 gross 314 insurance 530 legal definition of 182 FACE Profits (Continued) on sale of assets 193 of subsidiary companies 190 and "surplus" distinguished. . . . 184 Program of audit of broker's office 368 Promissory notes (see Notes) Promoters, disreputable 502 Promoters' expenses 281 "Proof sheet" of subsidiary ledgers 314 Protested notes receivable 299 Public Service Commissions orders of affecting a business. . . 533 powers of 418 Public service corporations profits of 420 schedule of revenue and expend- iture for 424 Public utilities audit of 418 deposits required by 162 PubUc utihty companies, depre- ciation rates of 339 Publicity, corporate; tendency to. 49 Publishers of books 394 Publishers of magazines and news- papers 397 Purchase invoices 276 Purchase records 250 Purchase returns 294 Purchases and expenses 274 Purchases and sales charts 233 Q Qualifications of the auditor. . . .24, 32 of assistants 31 as expert witness 50 Quick assets 88 R Railway steam 427 street' 432 Rate of interest 565 Real estate accounts 492 depreciation of 345 payments on 303 INDEX 671 PAGE Realizations from profit and loss.. 269 Reckitt, Ernest on holding companies 558 on profits of public service cor- porations 420 on secret reserves 147 Reconstruction expenditures of electric railways 436 Records, special business 256 Renewals and repairs 284 Rent 160 Rents of manufacturing concern.. 391 Rents receivable 97, 268 Reorganizations, investigations of 537 Repairs and maintenance 320 Repairs and renewals 284 Reports (see also Investigations) compulsory 240 restrictions on use of 239 scope of 209 scope of in bank audit 356 Reports and certificates 207 Reserve for working capital 178 Reserves 172, 195 Reserves, secret 141 Residuals, sale of 447 Restaurants 497 Retail merchants 408 "Returned Purchases" book 295 Returns 185 Returns and allowances 285 "Revenue" statement 228 Royalties adjustment of 532 authors' 394 S Salaries, checking 287 Sale of a business, advantages of audit in 22 Sale or purchase of a business, investigation upon the 508 Sales charts 231 checking 84 goods received for 270 PAGE Sales (Continued) not delivered 271 profit on 412 records 251 verification of 259, 515 Salesbook 84 Salesmen's commissions 287 Savings accounts, employees' .... 163 Savings banks, auditing 360 Seasonal balances in department stores 412 Seasonal business, expenses of . . . . 282 Secret reserve auditor's attitude as to 146 in bank audit 356 discussion of 141 fluctuation as a 317 Securities inspection of 374 as stqck-in-trade 113 verifying, in a bank 352 Self-balancing ledgers 315 Selling campaigns as deferred as- sets 282 Sells, Elijah W., on profits of pub- lic service corporations 420 "Settlement sheet" in theaters. . . 499 Shipping companies 430 Ships, depreciation of 337 Short & Compton v. Brackett (accountant's liability) 579 Smking funds accoimts 177 depreciation and 327 discussion of 135 municipal 462 Small tools, valuation of 125 Smith V. Sheard (auditor's negligence) 587 Societies, building and loan 372 Special audits 54 Speculative securities companies.. 364 Staff auditors 37, 82 Stamps, postage and other 116 Standard Oil Co. of Indiana, stock dividend of 306 INDEX PAGE ate Bank of N. C. v. Cowan (interest) 568 atement of earnings and ex- penses of taxicab company. . . 441 atement of financial condition, sample 3 ationery for auditor 74, 212 controlled financial 458 ationery house "auditing" 308 atistics, value of comparative . . 237 eam railroads 427 ock charging, at sale price 409 dividends 306 and extraordinary cash divi- dends 206 on hand 311 record 367 subscriptions 103 ock accounts, in branches 416 ock in trade (see Inventories) ockbrokers audits of accoimts 365 interest, customs as to 567 ockholders and public, protec- tion of: advantages of audit in 21 ocks and bonds, depreciation of 344 reet railways 432 ibcontractor's accounts 492 ibscription earnings account of a magazine 400 ibscription record 257 ibsidiaries, profits of 190 ibsidiary ledgers, controlling. . . 314 ippUes, stores, etc., inventory of 113 irety companies 389 arplus 179 irplus accoimt of life insurance company 386 irplus and profits distinguished. 184 ispense accounts (see Contingent liabilities, 1^5, and Outstanding accounts, 297) PAGE System on computation of good will . . . 132 foundry charts from 235 Systems of accounts, criticisms of. 525 Systems, office 308 T Tabular cash book 254 Tabular ledger 315 Taft's Commission on Economy and Efficiency, Pres.: sugges- tions of 310 Tax rate, fixing the 455 Taxes adjustments of 532 auditing 307 discussion of 158, 460 secret reserves to diminish 142 Taxicab companies 438 Teele, Arthur W., on railroad ac- counts 430 Telephone companies 450 Temporary investments 115 Terminology of reports, simplicity advisable in 208 Theaters 498 Theatrical companies 500 Theory of auditing, value of 25 Ticket sales of electric railways. . . 434 Timber, removal of 345 Timber lands depreciation of 338 valuation of 140 Time of interest 565 Title guarantee companies 389 Tools, small: depreciation of 336 Tract development 493 Trade creditors 151 Trade discounts 201, 267 Trading business, statement of earnings and expenses of a. . . 514 Trading — wholesale merchants . . . 407 Traffic earnings of railroads 428 Traveling expenses and commis- sions 160, 288 INDEX 673 PAGE Treasury Department on corporation excise tax 614 decision 1742 on depreciation. . 344 decisions on corporation tax. . . 624 on depreciation 318 depreciation defined by the. . . . 340 interest, rule as to 568, 569 Treasury stock 138 Trial balance 296 Trust companies 361 Trustees and executors 475 Turnover, the 112, 516 U Ultra vires acts 45 Unclaimed dividends 163 Underwritings and participations. 193 Unfilled contracts as contingent liabilities 170 Unfinished work, architects': val- uation of 487 Unissued capital stock 139 Unit costs or earnings 230 Unit period of interest 568 United States Steel Co., inter- company profits of 191 Unusual items, elimination of . . . . 528 Usury (see Interest, 563) V Valuation, as "'going concern" and "scrap" 119 Verification of outstandings 100 Visualizing transactions 2 Vouchers cancellation of 295 cheques as 274 generally 84 PAGE Vouchers (Continued) missing 278 not always conclusive 81 for petty cash, pay roll, etc. . . . 279 useless checking of 277 W Wages (see also Pay roll) discussion of 159, 288 Wagons, automobiles, etc., valua- tion of 127 Wagons, depreciation of 337 Wasting assets 139, 205, 338 Water companies 449 Water rates, etc 159 Weiss, William F., on stock divi- dends and income 206 Whinney, Frederick; testimony be- fore committee of House of Lords on auditor's liability. . 575 Wholesale merchants 407 Wickersham, G. W., on corpora- tion tax law 609 Wilde and others v. Cape and Dalgleish (auditor and accountant dis- tinguished) 573 Wildman, John R., on trade dis- counts 201 Wilkinson, George, on "Auditing Insurance Accounts" 381 Wisconsin Railroad Commission, telephone accounting system of 452 Work in progress profit on 187 valuation of contractors' 490 Working papers discussion of 73 in investigations 503 ;-^3a