Gross margin ratio

Making bottom-line profit begins with making sales and earning sufficient gross margin from those sales. By sufficient, I mean that your gross margin must cover the expenses of making sales and operating the business, as well as paying interest and income tax expenses, so that there’s still an adequate amount left over for profit. You calculate the gross margin ratio as follows:

So a business with a $158.25 million gross margin and $457 million in sales revenue (refer to Figure 10-1) earns a 34.6 percent gross margin ratio. Now, suppose the business had been able to reduce its cost of goods sold expense and had earned a 35.6 percent gross margin. That one additional point (one point equals 1 percent) would have increased gross margin $4.57 million (1 percent × $457 million sales revenue) — which would have trickled down to earnings before income tax, assuming other expenses below the gross margin line had been the same (except income tax). Earnings before income tax would have been 9.3 percent higher:

Never underestimate the impact of even a small improvement in the gross margin ratio!

Investors can track the gross margin ratios for the two or three years whose income statements are included in the annual financial report, but they really can’t get behind gross margin numbers for the “inside story.” In their financial reports, public companies include a management discussion and analysis (MD&A) section that should comment on any significant change in the gross margin ratio. But corporate managers have wide latitude in deciding what exactly to discuss and how much detail to go into. You definitely should read the MD&A section, but it may not provide all the answers you’re looking for. You have to search further in stockbroker releases, in articles in the financial press, or at the next professional business meeting you attend.

As I explain in Chapter 12, business managers pay close attention to margin per unit and total margin in making and improving profit. Margin does not mean gross margin; rather, it refers to sales revenue minus product cost and all other variable operating expenses of a business. In other words, margin is profit before the company’s total fixed operating expenses (and before interest and income tax). Margin is an extremely important factor in the profit performance of a business. Profit hinges directly on margin.

In an external financial report, the income statement discloses gross margin and operating profit, or earnings before interest and income tax expenses (see Figure 10-1). However, the expenses between these two profit lines in the income statement are not classified into variable and fixed. Therefore, businesses do not disclose margin information in their external financial reports — they wouldn’t even think of doing so. This information is considered to be proprietary in nature; it’s kept confidential and out of the hands of competitors. In short, investors don’t have access to information about a business’s margin or its fixed expenses. Neither GAAP nor the SEC requires that such information be disclosed — and it isn’t!

Profit ratio

Business is motivated by profit, so the profit ratio is important, to say the least. The bottom line is called the bottom line with good reason. The profit ratio indicates how much net income was earned on each $100 of sales revenue:

The business in Figure 10-1 earned $32.47 million net income from its $457 million sales revenue, so its profit ratio equals 7.1 percent, meaning that the business earned $7.10 net income for each $100 of sales revenue. (Thus, its expenses were $92.90 per $100 of sales revenue.) Profit ratios vary widely from industry to industry. A 5- to 10-percent profit ratio is common in many industries, although some high-volume retailers, such as supermarkets, are satisfied with profit ratios around 1 or 2 percent.

You can turn any ratio upside down and come up with a new way of looking at the same information. If you flip the profit ratio over to be sales revenue divided by net income, the result is the amount of sales revenue needed to make $1 profit. Using the same example, $457 million sales revenue ÷ $32.47 million net income = 14.08, which means that the business needs $14.08 in sales to make $1.00 profit. So you can say that net income is 7.1 percent of sales revenue, or you can say that sales revenue is 14.08 times net income.

Earnings per share (EPS), basic and diluted

Publicly owned businesses, according to GAAP, must report earnings per share (EPS) below the net income line in their income statements — giving EPS a certain distinction among ratios. Why is EPS considered so important? Because it gives investors a means of determining the amount the business earned on their stock share investments: EPS tells you how much net income the business earned for each stock share you own. The essential equation for EPS is as follows:

For the example in Figures 10-1 and 10-2, the company’s $32.47 million net income is divided by the 8.5 million shares of stock the business has issued to compute its $3.82 EPS.

Note: EPS is extraordinarily important to the stockholders of businesses whose stock shares are publicly traded. These stockholders pay close attention to market price per share. They want the net income of the business to be communicated to them on a per-share basis so they can easily compare it with the market price of their stock shares. The stock shares of privately owned corporations aren’t actively traded, so there’s no readily available market value for the stock shares. Private businesses don’t have to report EPS. The thinking behind this exemption is that their stockholders don’t focus on per-share values and are more interested in the business’s total net income.

The business in the example could be listed on the New York Stock Exchange (NYSE) or another securities exchange. Suppose that its capital stock is being traded at $70 per share. With 8.5 million shares trading at $70 per share, the company’s market cap is $595 million, which equals the current market price of its stock shares multiplied by the number of shares in the hands of stockholders. The word cap means capitalization, which in turn means the total amount of capital “invested,” as it were, in the business. (The actual, historical amount of capital invested in the business is found in the balance sheet, in particular in its capital stock and retained earnings accounts.) Market cap simply refers to the total market value of the business. Stock investors pay much more attention to EPS than market cap. As just explained, EPS expresses the net income (earnings) of the business on a per-share basis.

At the end of the year, this corporation has 8.5 million stock shares outstanding, which refers to the number of shares that have been issued and are owned by its stockholders. But here’s a complication: The business is committed to issuing additional capital stock shares in the future for stock options that the company has granted to its executives, and it has borrowed money on the basis of debt instruments that give the lenders the right to convert the debt into its capital stock. Under terms of its management stock options and its convertible debt, the business may have to issue 500,000 additional capital stock shares in the future. Dividing net income by the number of shares outstanding plus the number of shares that could be issued in the future gives the following computation of EPS:

This second computation, based on the higher number of stock shares, is called the diluted earnings per share. (Diluted means thinned out or spread over a larger number of shares.) The first computation, based on the number of stock shares actually issued and outstanding, is called basic earnings per share. Both are reported at the bottom of the income statement — see Figure 10-1.

Publicly owned businesses report two EPS figures — unless they have a simple capital structure that doesn’t require the business to issue additional stock shares in the future. Generally, publicly owned corporations have complex capital structures and have to report two EPS figures, as you see in Figure 10-1. Sometimes it’s not clear which of the two EPS figures is being used in press releases and in articles in the financial press. You have to be careful to determine which EPS ratio is being used — and which is being used in the calculation of the P/E ratio (explained in the next section). The more conservative approach is to use diluted EPS, although this calculation includes a hypothetical number of shares that may or may not actually be issued in the future.

Calculating basic and diluted EPS isn’t always as simple as my example may suggest. Here are just two examples of complicating factors that require the accountant to adjust the EPS formula. During the year, a company may do the following:

• Issue additional stock shares and buy back some of its stock shares: (Shares of its stock owned by the business itself that aren’t formally cancelled are called treasury stock.) The weighted average number of outstanding stock shares is used in these situations.
• Issue more than one class of stock, causing net income to be divided into two or more pools — one pool for each class of stock: EPS refers to the common stock, or the most junior of the classes of stock issued by a business. (Let’s not get into tracking stocks here, in which a business divides itself into two or more sub-businesses and you have an EPS for each sub-part of the business; few public companies do this.)

Price/earnings (P/E) ratio

The price/earnings (P/E) ratio is another ratio that’s of particular interest to investors in public businesses. The P/E ratio gives you an idea of how much you’re paying in the current price for stock shares for each dollar of earnings (the net income being earned by the business). Remember that earnings prop up the market value of stock shares.

The P/E ratio is, in one sense, a reality check on just how high the current market price is in relation to the underlying profit that the business is earning. Extraordinarily high P/E ratios are justified when investors think that the company’s EPS has a lot of upside potential in the future.

The P/E ratio is calculated as follows:

* If the business has a simple capital structure and doesn’t report a diluted EPS, its basic EPS is used for calculating its P/E ratio (see the preceding section).

The capital stock shares of the business in our example are trading at $70, and its diluted EPS for the latest year is $3.61. Note: For the remainder of this section, I use the term EPS; I assume you understand that it refers to diluted EPS for businesses with complex capital structures or to basic EPS for businesses with simple capital structures.

Stock share prices of public companies bounce around day to day and are subject to big changes on short notice. To illustrate the P/E ratio, I use the $70 price, which is the closing price on the latest trading day in the stock market. This market price means that investors trading in the stock think that the shares are worth about 19 times EPS ($70 market price ÷ $3.61 EPS = 19). This P/E ratio should be compared with the average stock market P/E to gauge whether the business is selling above or below the market average.

Over the last century, average P/E ratios have fluctuated more than you may think. I remember when the average P/E ratio was less than 10 and a time when it was more than 20. Also, P/E ratios vary from business to business, industry to industry, and year to year. One dollar of EPS may command only a $12 market value for a mature business in a no-growth industry, whereas a dollar of EPS for dynamic businesses in high-growth industries may be rewarded with a $35 market value per dollar of earnings (net income).

Dividend yield

The dividend yield ratio tells investors how much cash income they’re receiving on their stock investment in a business:

Suppose that our example business paid $1.50 in cash dividends per share over the last year, which is less than half of its EPS. (I should mention that the ratio of annual dividends per share divided by annual EPS is called the payout ratio.) You calculate the dividend yield ratio for this business as follows:

You can compare the dividend yields of different companies. However, the company that pays the highest dividend yield isn’t necessarily the best investment. The best investment depends on many factors, including forecasts of earnings and EPS in particular.

Traditionally, the interest rates on high-grade debt securities (U.S. Treasury bonds and Treasury notes being the safest) were higher than the average dividend yield on public corporations. In theory, market price appreciation of the stock shares made up for this gap. Of course, stockholders take the risk that the market value won’t increase enough to make their total return on investment rate higher than a benchmark interest rate. Recently, however, the yields on U.S. debt securities have fallen below the dividend yields on many corporate stocks.

Market value, book value, and book value per share

The amount reported in a business’s balance sheet for owners’ equity is called its book value. In the Figure 10-2 example, the book value of owners’ equity is $217.72 million at the end of the year. This amount is the sum of the accounts that are kept for owners’ equity, which fall into two basic types: capital accounts (for money invested by owners minus money returned to them) and retained earnings (profit earned and not distributed to the owners). Just like accounts for assets and liabilities, the entries in owners’ equity accounts are for the actual, historical transactions of the business.

Book value is not market value. The book value of owners’ equity isn’t directly tied to the market value of a business. You could say that there’s a disconnect between book value and market value, although this may go a little too far. Book value may be considered heavily in putting a market value on a business and its ownership shares, or it may play only a minor role. Other factors come into play in setting the market value of a business and its ownership shares. Market value may be quite a bit more or considerably less than book value. In any case, market value is not reported in the balance sheet of a business. For example, you don’t see the market value of Apple reported in its latest balance sheet (although public companies include the market price ranges of their capital stock shares for each quarter of the year).

Public companies have one advantage: You can easily determine the current market value of their ownership shares and the market cap for the business as a whole (equal to the number of shares times the market value per share.) The market values of capital stock shares of public companies are easy to find. Stock market prices of the largest public companies are reported every trading day in many newspapers and are available on the Internet.

Private companies have one disadvantage: There’s no active trading in their ownership shares to provide market value information. The shareowners of a private business probably have some idea of the price per share that they would be willing to sell their shares for, but until an actual buyer for their shares or for the business as a whole comes down the pike, market value isn’t known. Even so, in some situations, someone has to put a market value on the business and/or its ownership shares. For example, when a shareholder dies or gets a divorce, there’s need for a current market value estimate of the owner’s shares for estate tax or divorce settlement purposes. When making an offer to buy a private business, the buyer puts a value on the business, of course. The valuation of a private business is beyond the scope of this book. You can find more on this topic in a book my son, Tage, and I coauthored, Small Business Financial Management Kit For Dummies (Wiley).

In addition to or in place of market value per share, you can calculate book value per share. Generally, the actual number of capital stock shares issued is used for this ratio, not the higher number of shares used in calculating diluted EPS (see the earlier section “Earnings per share [EPS], basic and diluted”). The formula for book value per share is

The business shown in Figure 10-2 has issued 8.5 million capital stock shares, which are outstanding (in the hands of stockholders). The book value of its $217.72 million owners’ equity divided by this number of stock shares gives a book value per share of $25.61. If the business sold off its assets exactly for their book values and paid all its liabilities, it would end up with $217.72 million left for the stockholders, and it could therefore distribute $25.61 per share to them. But, of course, the company doesn’t plan to go out of business, liquidate its assets, and pay off its liabilities anytime soon.

Is book value the major determinant of market value? No, generally speaking, book value is not the dominant factor that drives the market price of stock shares — not for a public company whose stock shares are traded every day, nor for a private business when a value is being put on the business. EPS is much more important than book value per share for public companies. However, let’s not throw out the baby with the bath water — book value per share isn’t entirely irrelevant. Book value per share is the measure of the recorded value of the company’s assets less its liabilities — the net assets backing up the business’s stock shares.

Book value per share is important for value investors, who pay as much attention to the balance sheet factors of a business as to its income statement factors. They search out companies with stock market prices that aren’t much higher, or are even lower, than book value per share. Part of their theory is that such a business has more assets to back up the current market price of its stock shares, compared with businesses that have relatively high market prices relative to their book value per share. In the example, the business’s stock is selling for about 2.8 times its book value per share ($70 market price per share ÷ $25.61 book value per share = 2.8 times). This may be too high for some investors and would certainly give value investors pause before deciding to buy stock shares of the business.

Book value per share can be calculated for a private business, of course. But its capital stock shares aren’t publicly traded, so there’s no market price to compare the book value per share with. Suppose I own 1,000 shares of stock of a private business, and I offer to sell 100 of my shares to you. The book value per share might play some role in our negotiations. However, a more critical factor would be the amount of dividends per share the business will pay in the future, which depends on its earnings prospects. Your main income would be dividends, at least until you had an opportunity to liquidate the shares (which is uncertain for a private business).

Return on equity (ROE) ratio

The return on equity (ROE) ratio tells you how much profit a business earned in comparison to the book value of its owners’ equity. This ratio is especially useful for privately owned businesses, which have no easy way of determining the market value of owners’ equity. ROE is also calculated for public corporations, but just like book value per share, it generally plays a secondary role and isn’t the dominant factor driving market prices. Here’s how you calculate this ratio:

The business whose income statement and balance sheet are shown in Figures 10-1 and 10-2 earned $32.47 million net income for the year just ended and has $217.72 million owners’ equity at the end of the year. Therefore, its ROE is 14.9 percent:

Net income increases owners’ equity, so it makes sense to express net income as the percentage of improvement in the owners’ equity. In fact, this is exactly how Warren Buffett does it in his annual letter to the stockholders of Berkshire Hathaway. Over the 50 years ending in 2014, Berkshire Hathaway’s average annual ROE was 19.4 percent, which is truly extraordinary. See the sidebar “If you had invested $1,000 in Berkshire Hathaway in 1965.”

Current ratio

The current ratio is a test of a business’s short-term solvency — its capability to pay its liabilities that come due in the near future (up to one year). The ratio is a rough indicator of whether cash on hand plus the cash to be collected from accounts receivable and from selling inventory will be enough to pay off the liabilities that will come due in the next period.

As you can imagine, lenders are particularly keen on punching in the numbers to calculate the current ratio. Here’s how they do it:

Note: Unlike most other financial ratios, you don’t multiply the result of this equation by 100 and represent it as a percentage.

Businesses are generally expected to maintain a minimum 2-to-1 current ratio, which means a business’s current assets should be twice its current liabilities. In fact, a business may be legally required to stay above a minimum current ratio as stipulated in its contracts with lenders. The business in Figure 10-2 has $136,650,000 in current assets and $58,855,000 in current liabilities, so its current ratio is 2.3. The business shouldn’t have to worry about lenders coming by in the middle of the night to break its legs. Chapter 6 discusses current assets and current liabilities and how they’re reported in the balance sheet.

Acid-test (quick) ratio

Most serious investors and lenders don’t stop with the current ratio for testing the business’s short-term solvency (its capability to pay the liabilities that will come due in the short term). Investors, and especially lenders, calculate the acid-test ratio — also known as the quick ratio or less frequently as the pounce ratio — which is a more severe test of a business’s solvency than the current ratio. The acid-test ratio excludes inventory and prepaid expenses, which the current ratio includes, and it limits assets to cash and items that the business can quickly convert to cash. This limited category of assets is known as quick or liquid assets.

You calculate the acid-test ratio as follows:

Note: Like the current ratio, you don’t multiply the result of this equation by 100 and represent it as a percentage.

The business example in Figure 10-2 has two “quick” assets: $14.85 million cash and $42.5 million accounts receivable, for a total of $57.35 million. (If it had any short-term marketable securities, this asset would be included in its total quick assets.) Total quick assets are divided by current liabilities to determine the company’s acid-test ratio, as follows:

The 0.97 to 1.00 acid-test ratio means that the business would be just about able to pay off its short-term liabilities from its cash on hand plus collection of its accounts receivable. The general rule is that the acid-test ratio should be at least 1.0, which means that liquid (quick) assets should equal current liabilities. Of course, falling below 1.0 doesn’t mean that the business is on the verge of bankruptcy, but if the ratio falls as low as 0.5, that may be cause for alarm.

This ratio is also called the pounce ratio to emphasize that you’re calculating for a worst-case scenario, where a pack of wolves (known as creditors) could pounce on the business and demand quick payment of the business’s liabilities. But don’t panic. Short-term creditors don’t have the right to demand immediate payment, except under unusual circumstances. This ratio is a conservative way to look at a business’s capability to pay its short-term liabilities — too conservative in most cases.

Return on assets (ROA) ratio and financial leverage gain

As I discuss in Chapter 6, one factor affecting the bottom-line profit of a business is whether it uses debt to its advantage. For the year, a business may realize a financial leverage gain, meaning it earns more profit on the money it has borrowed than the interest paid for the use of that borrowed money. In fact, a good part of a business’s net income for the year could be due to financial leverage.

The first step in determining financial leverage gain is to calculate a business’s return on assets (ROA) ratio, which is the ratio of EBIT (earnings before interest and income tax) to the total capital invested in operating assets. Here’s how to calculate ROA:

Note: This equation uses net operating assets, which equals total assets less the non-interest-bearing operating liabilities of the business. Actually, many stock analysts and investors use the total assets figure because deducting all the non-interest-bearing operating liabilities from total assets to determine net operating assets is, quite frankly, a nuisance. But I strongly recommend using net operating assets because that’s the total amount of capital raised from debt and equity.

Compare ROA with the interest rate: If a business’s ROA is, say, 14 percent and the interest rate on its debt is, say, 6 percent, the business’s net gain on its debt capital is 8 percent more than what it’s paying in interest. There’s a favorable spread of 8 points (1 point = 1 percent), which can be multiplied times the total debt of the business to determine how much of its earnings before income tax is traceable to financial leverage gain.

In Figure 10-2, notice that the business has $100 million total interest-bearing debt: $40 million short-term plus $60 million long-term. Its total owners’ equity is $217.72 million. So its net operating assets total is $317.72 million (which excludes the three short-term non-interest-bearing operating liabilities). The company’s ROA, therefore, is

The business earned $17.5 million (rounded) on its total debt — 17.5 percent ROA times $100 million total debt. The business paid only $6.25 million interest on its debt. So the business had $11.25 million financial leverage gain before income tax ($17.5 million less $6.25 million).

ROA is a useful ratio for interpreting profit performance, aside from determining financial gain (or loss). ROA is a capital utilization test — how much profit before interest and income tax was earned on the total capital employed by the business. The basic idea is that it takes money (assets) to make money (profit); the final test is how much profit was made on the assets. If, for example, a business earns $1 million EBIT on $25 million assets, its ROA is only 4 percent. Such a low ROA signals that the business is making poor use of its assets and will have to improve its ROA or face serious problems in the future.

Cash flow ratios — not

No cash flow ratios serve as important benchmarks among financial statement analysts. You can find websites that feature cash flow ratios, but frankly, these ratios don’t have much clout. The statement of cash flows has been around for 30 years, but you’d be hard-pressed to point to even one cash flow ratio that has achieved the status and widespread use as the financial statement ratios I discuss earlier.

Cash flow ratios are in the minor leagues — for good reason. Ratios compare one number against another. Take, for example, the current ratio. Current assets are divided by current liabilities to get the current ratio. This result is a good indicator of the short-run solvency of the business — that is, its ability to pay its short-term liabilities on time from its cash balance plus the cash flow to be generated by its short-term liquid assets. A low ratio signals trouble ahead. What cash flow ratio could you use instead? You might try using cash flow from operating activities instead of current assets and dividing by current liabilities, but there’s not a natural pairing off of the two components of the ratio like there is in pitting current assets against current liabilities.

The proponents of cash flow ratios will have to come up with ratios that do a better job of providing insights into the financial affairs of a business. Given the relatively easy access to financial statement information databases, perhaps cash flow ratios will become more prominent in the future, but I doubt it.

More ratios?

The previous list of ratios is bare-bones; it covers the hardcore, everyday tools for interpreting financial statements. You could certainly calculate many more ratios from the financial statements, such as the inventory turnover ratio and the debt-to-equity ratio. (Chapter 11 explains additional ratios managers of a business use based on internal information that’s not revealed in its external financial statements.) How many ratios to calculate is a matter of judgment and is limited by the time you have for reading a financial report.

Computer-based databases are at our disposal, and it’s relatively easy to find many other financial statement ratios. Which of these additional ratios provide valuable insight?

Be careful about wasting time on ratios that don’t really add anything to the picture you get from the basic ratios explained in this chapter. Almost any financial statement ratio is interesting, I suppose. For instance, you could calculate the ratio of inventory divided by retained earnings to see what percent of retained earnings is tied up in the inventory asset. (This ratio isn’t generally computed in financial statement analysis.) But I’d advise you to limit your attention to the handful of ratios that play a central role in looking after your investments.

Why audits?

The top managers, along with their finance and accounting officers, oversee the preparation of the company’s financial statements and footnotes (see Chapter 9 for details). These executives have a vested interest in the profit performance and financial condition of the business; their yearly bonuses usually depend on recorded profit, for example. This situation is somewhat like the batter in a baseball game calling the strikes and balls. Where’s the umpire? Independent CPA auditors are like umpires in the financial reporting game. The CPA comes in, does an audit of the business’s accounting system and methods, critically examines the financial statements, and gives a report that’s attached to the company’s financial statements.

I hope I’m not the first person to point this out to you, but the business world is not like Sunday school. Not everything is honest and straight. A financial report can be wrong and misleading because of innocent, unintentional errors or because of deliberate, cold-blooded fraud. Errors can happen because of incompetence and carelessness. Audits are one means of keeping misleading financial reporting to a minimum. The CPA auditor should definitely catch all major errors. The auditor’s responsibility for discovering fraud isn’t as clear-cut. You may think catching fraud is the purpose of an audit, but I’m sorry to tell you it’s not as simple as that.

Sometimes the auditor fails to discover major accounting fraud. Furthermore, the implementation of accounting methods is fairly flexible, leaving room for interpretation and creativity that’s just short of cooking the books (deliberately defrauding and misleading readers of the financial report). Some massaging of the numbers is tolerated by auditors, which may mean that what you see on the financial report isn’t exactly an untarnished picture of the business. I explain window dressing and profit smoothing — two common examples of massaging the numbers — in Chapter 9.

What’s in an auditor’s report?

The large majority of financial statement audit reports give the business a clean bill of health, or what’s called a clean opinion. (The technical term for this opinion is an unmodified opinion, which means that the auditor doesn’t qualify or restrict his opinion regarding any significant matter.) At the other end of the spectrum, the auditor may state that the financial statements are misleading and shouldn’t be relied upon. This negative, disapproving audit report is called an adverse opinion. That’s the big stick that auditors carry: They have the power to give a company’s financial statements a thumbs-down opinion, and no business wants that.

The threat of an adverse opinion almost always motivates a business to give way to the auditor and change its accounting or disclosure in order to avoid getting the kiss of death of an adverse opinion. An adverse audit opinion says that the financial statements of the business are misleading. The SEC doesn’t tolerate adverse opinions by auditors of public businesses; it would suspend trading in a company’s securities if the company received an adverse opinion from its CPA auditor.

If the auditor finds no serious problems, the CPA firm gives the business’s financial report an unmodified or clean opinion. The key phrase auditors love to use is that the financial statements present fairly the financial position and performance of the business. However, I should warn you that the standard audit report has enough defensive, legalistic language to make even a seasoned accountant blush. If you have any doubts, go to the website of any public corporation and look at its most recent financial statements, particularly the auditor’s report.

The following summary cuts through the jargon and explains what the clean audit report really says:

Unfortunately, auditors’ reports have become increasingly difficult to read. Even seasoned stock analysts have trouble figuring out the nuances of wording in an audit opinion. Much of this creeping obfuscation of audit report language has been caused by the legal responsibilities imposed on CPA auditors. In any case, be prepared to struggle through the language in reading an audit report. Sorry, but that’s how it is in our litigation-prone society.

An audit report that does not give a clean opinion may look similar to a clean-opinion audit report to the untrained eye. Some investors see the name of a CPA firm next to the financial statements and assume that everything is okay — after all, if the auditor had seen a problem, the Feds would have pounced on the business and put everyone in jail, right? Well, not exactly. For example, the auditor’s report may point out a flaw in the company’s financial statements but not a fatal flaw that would require an adverse opinion. In this situation, the CPA issues a modified opinion. The auditor includes a short explanation of the reasons for the modification. You don’t see this type of audit opinion that often, but you should read the auditor’s report to be sure.

One type of an auditor’s report is very serious — when the CPA expresses substantial doubts about the capability of the business to continue as a going concern. A going concern is a business that has sufficient financial wherewithal and momentum to continue its normal operations into the foreseeable future and that would be able to absorb a bad turn of events without having to default on its liabilities. A business could be under some financial distress but overall still be judged a going concern. Unless there is evidence to the contrary, the CPA auditor assumes that the business is a going concern.

Discovering fraud, or not

Auditors have trouble discovering fraud for several reasons. The most important reason, in my view, is that those managers who are willing to commit fraud understand that they must do a good job of concealing it. Managers bent on fraud are clever in devising schemes that look legitimate, and they’re good at generating false evidence to hide the fraud. These managers think nothing of lying to their auditors. Also, they’re aware of the standard audit procedures used by CPAs and design their fraud schemes to avoid audit scrutiny as much as possible.

Over the years, the auditing profession has taken somewhat of a wishy-washy position on the issue of whether auditors are responsible for discovering accounting and financial reporting fraud. The general public is confused because CPAs seem to want to have it both ways. CPAs don’t mind giving the impression to the general public that they catch fraud, or at least catch fraud in most situations. However, when a CPA firm is sued because it didn’t catch fraud, the CPA pleads that an audit conducted according to generally accepted auditing standards doesn’t necessarily discover fraud in all cases.

In the court of public opinion, it’s clear that people think that auditors should discover material accounting fraud — and, for that matter, auditors should discover any other fraud against the business by its managers, employees, vendors, or customers. CPAs refer to the difference between their responsibility for fraud detection (as they define it) and the responsibility of auditors perceived by the general public as the expectations gap. CPAs want to close the gap — not by taking on more responsibility for fraud detection but by lowering the expectations of the public regarding their responsibility.

You’d have to be a lawyer to understand in detail the case law on auditors’ legal liability for fraud detection, and I’m not a lawyer. But quite clearly, CPAs are liable for gross negligence in the conduct of an audit. If the judge or jury concludes that gross negligence was the reason the CPA failed to discover fraud, the CPA is held liable. (CPA firms have paid millions and millions of dollars in malpractice lawsuit damages.)

In a nutshell, standard audit procedures don’t always uncover fraud, except when the perpetrators of the fraud are particularly inept at covering their tracks. Using tough-minded forensic audit procedures would put auditors in adversarial relationships with their clients, and CPA auditors want to maintain working relationships with clients that are cooperative and friendly. A friendly auditor, some would argue, is an oxymoron. Also, there’s the cost factor. Audits are already expensive. The CPA audit team spends many hours carrying out many audit procedures.

An audit would cost a lot more if extensive fraud detection procedures were used in addition to normal audit procedures. To minimize their audit costs, businesses assume the risk of not discovering fraud. They adopt internal controls (see Chapter 3) that are designed to minimize the incidence of fraud. But they know that clever fraudsters can circumvent the controls. They view fraud as a cost of doing business (as long as it doesn’t get out of hand).

One last point: In many accounting fraud cases that have been reported in the financial press, the auditor knew about the accounting methods of the client but didn’t object to the misleading accounting — you may call this an audit judgment failure. In these cases, the auditor was overly tolerant of questionable accounting methods used by the client. Perhaps the auditor had serious objections to the accounting methods, but the client persuaded the CPA to go along with the methods.

In many respects, the failure to object to bad accounting is more serious than the failure to discover accounting fraud, because it strikes at the integrity and backbone of the auditor. CPA ethical standards demand that a CPA resign from an audit if the CPA judges that the accounting or financial reporting by the client is seriously misleading. The CPA may have a tough time collecting a fee from the client for the hours worked up to the point of resigning.