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News & Views

THE CPA JOURNAL SYMPOSIUM ON THE FUTURE OF ASSURANCE SERVICES

More and more, there is evidence that the independent audit has become a commodity. The result is fierce competition on the basis of price among public accountants to provide audit services. On top of this, there is evidence that the independent audit is becoming less relevant to users. The result is users are placing a lower and lower value upon audits. Will the value of audit and other assurance services--as they are presently known--continue to decline as market forces put pressure on the pricing structure?

The AICPA Special Committee on Assurance Services under the leadership of Robert Elliott, CPA, of KPMG Peat Marwick LLP, was formed in the fall of 1994 to explore the future of assurance services and ways to make them more useful and relevant. The work of his committee may determine the direction of public accounting for years to come. Elliott is committed to issuing a final report by the fall of 1996.

The committee has completed a year of talking to users to ascertain not only what assurance services they find useful, but also those they are willing to pay for. The committee is poised to convert the knowledge gained into specific assurance services that will move the accounting profession into the 21st century.

The CPA Journal is holding a symposium in New York City on January 5, 1996, on the future of assurance services. The purpose of the symposium is to learn of the work of the special committee to date and give various groups likely to be affected by its recommendations--large accounting firms, local accounting firms, regulators, the SEC, members of boards of directors, educators, and financial management--a chance to react and contribute to the work of the committee.

The symposium will be moderated by Doyle Williams of the University of Arkansas. Scheduled to participate as panelists are Robert Elliott, CPA, chair of the special committee; David Costello, president of the National Association of State Boards of Accountancy; Gary Holstrum, professor at the University of South Florida and a representative of the American Accounting Association; Robert Mednick, CPA, of Arthur Andersen LLP and chairman elect of the AICPA; John J. Perrell III, CPA, vice president, financial standards of American Express, and a member of the International Accounting Standards Committee on behalf of the Institute of Management Accountants; Edward Rockman of Alpern Rosenthal & Company, member of the AICPA Auditing Standards Board and past chair of the PCPS Technical Issues Committee; Michael Sutton, CPA, chief accountant of the SEC; and Kathryn Wriston, member of various boards of directors and audit committees of public companies.

The symposium is by invitation; however those interested in attending should contact The CPA Journal offices at 530 Fifth Avenue, New York, NY 10036-5101. *

AICPA PROPOSES PRIVATE COMPANIES STANDARDS COMMITTEE (PSCS)

An AICPA private companies practice task force has recommended that the Financial Accounting Foundation, the parent organization to the FASB, establish a Private Companies Standards Committee (PCSC) to make determinations "whether a proposed standard requiring the accounting recognition of an event or transaction should be applicable to the financial statements of private companies." The committee would also decide what disclosures would be appropriate for private companies.

The task force recommended that the committee be made up of a select group of private company financial statement users--banks and bonding companies‹and representatives of the management of private companies and the accounting profession. *

MELANCON ADDRESSES ACAUS GATHERING

AICPA president Barry Melancon was the principal speaker at the New York Annual Dinner of the Association of Chartered Accountants in the United States held on October 11, 1995. Melancon spoke of a changing profession, driven by technology, that must respond to a variety of new challenges. There will be a whole new array of services that the profession must be ready to perform. And there will be major questions related to the regulation of the profession--what is the proper structure of regulation, who should regulate, and what activities should be regulated.

Melancon gave recognition to the importance of international aspects of accounting and the need for sensible reciprocity arrangements as part of the regulatory solution.

ACAUS President Mark Merryweather warmly welcomed all those present including guests from the Canadian Institute of Chartered Accountants, the Institute of Chartered Accountants in England and Wales, and the Institute of Chartered Accountants in Ireland.

As part of the festivities, special recognition was given to chartered accountant Albert J. Meyer, who was instrumental in bringing the Ponzi scheme of New Era Philanthropy to a sudden collapse. *

BOOK REVIEW:
MERGERS AND ACQUISITIONS

By Joseph M. Morris with Mark A. Blackton, James M. Brendel, James R. Krendl,

E. Christopher Lane, Robert J. Puls, and Jeffrey D. Rudolph

Published by John Wiley and Sons, Inc., 382 pages

Review by Alexander A.H. Bohtling, CPA, retired from Deloitte & Touche LLP

Mergers and acquisitions present many problems for both parties involved. As the author of this book points out, determining whether to purchase another business or to merge is a most important decision for both managements to make. It requires considerable and careful analysis of various areas. Choosing the right candidate and going through the acquisition process is a treacherous journey.

The book consists of ten chapters, the first chapter giving reasons for companies to be involved in buyouts and mergers. The advantages and disadvantages are clearly outlined. Then, in chapter 2, matters to review relating to the proposed purchase of corporate assets and assumption of liabilities are outlined, supplemented by a checklist (48 pages) used by a Big-Six accounting firm. This is followed in the next chapter by an analysis of problems encountered in preacquisition and integration. Chapter 4 covers the types of accounting for business acquisitions‹the purchase and the pooling methods.

The following chapters cover accounting methods and procedures for business combinations; income tax accounting; accounting for leveraged acquisitions; Federal income taxation of acquisitions, acquisition audits including those by independent CPAs; and SEC and other regulatory requirements, as explained by a partner of another Big-Six accounting firm.

The author of the book, Joseph M. Morris, is vice president‹Corporate Controller of Scientific Software‹Intercomp Inc., in Denver, Colorado. Previously, he was with the SEC and before that Coopers & Lybrand L.L.P.

In your reviewer's opinion, this book provides very useful material for firms contemplating mergers or acquisitions, managerial accountants in private industry, and independent CPAs. *

WIN BIG WITH THE "STRIP AWAY"

By Troy A. Waugh, CPA, Waugh & Co.

One of the most exciting plays in sports is the "strip away." A quarterback throws a perfect pass into the arms of his wide receiver; just to have the ball stripped away by the free safety. One of the masters of this maneuver is Deion Sanders, the new $30 million player for the Dallas Cowboys.

You too can win big if you are willing to play in this high stakes game. Stripping clients away from competitors is a game that only the best and most aggressive accounting firm sellers can play. The strip away is not for the gentle or faint of heart. And, so long as you play within the rules, there are no ethical constraints.

A 1993 Novak Marketing nationwide study showed that only 25% of CPA firm clients are intensely loyal to their firm. The other 75% were ambivalent or actively looking for another service provider.

To the novice, a relationship between a good prospect and your competitor seems like an impregnable fortress. But if your target prospect is worth having, it is worth spending significant effort to obtain. If you are interested in playing the "strip away" once in a while, here are some tips:

1. Don't accept the "I'm happy with ABC CPAs" answer. It's lazy to do things the old way. Be skeptical of entrenched relationships. The status quo is never as permanent as it might seem.

2. Assume the prospect will switch if you can help them find a good reason. Think about all of your business relationships: Wouldn't you change if someone gave you a good reason? Without this mindset, other tactics are not very helpful.

3. Find a small low-cost, low-risk service that is not being provided by the present accountant.

4. Be alert for communicating new benefits. If your firm joins a national affiliation, develops a special expertise, creates a unique service, or makes any change for the better, communicate "in person."

5. Look for changes. If the controller leaves; if your competitor retires, quits, or leaves town; or if the business reorganizes management, you may have an opening to build a relationship on an equal footing with your competitor. Can any of your services help a client with changes they are experiencing?

6. Keep track of company policy. Some clients have a policy of formal rotation or of reviewing all supplier arrangements periodically. Know when that opportunity is to come up; ask for a chance then.

The "strip-away" game works because the incumbent CPA firm is not meeting the expectations of the client. You will want to protect your game by developing gripping relationships with your clients while occasionally taking a swat at a loose ball or two. *

AICPA PFP DIVISION ISSUES NEW PUBLICATIONS

The AICPA's Personal Financial Planning Division has released two new publications: 1995 Personal Financial Planning Practice Handbook and Guide to Registering as an Investment Adviser.

The 500-page handbook, which will be revised annually, covers topics such as the personal financial planning process, practice development, engagement management, marketing and selling planning services, and professional standards. The book also contains checklists and forms, a sample business plan, and examples of correspondence.

The handbook comes with a disk with most of the forms, checklists, and letters contained in the handbook.

The second publication from the Division, Guide to Registering as an Investment Adviser, consists of five parts: Background; Registration Under the Act: The Basics; CPA Financial Planners and Registration: The Accountant's Exception; State Regulation and Registration; and Registering as an Investment Adviser.

The new publications are available from the AICPA by calling the order department at (800) 862-4272. *

Title Members Nonmembers

1995 Personal Financial $60 $66

Planning Handbook

Guide to Registering as an $28 $32

Investment Adviser

CONGRESSIONAL SUPPORT FOR WORKLOAD­COMPRESSION RELIEF GROWS DRAMATICALLY

Support for workload-compression relief continues to grow on a bipartisan basis. As we go to print there are 57 sponsors in the House of Representatives for the Small Business Tax Flexibility Act of 1995, H.R. 1661.

One highly encouraging development is the inclusion of the bill in the House version of the budget bill. The remarks of Chairman Archer of the Ways and Means Committee demonstrates the point. When asked to describe the type of provision that would make it into a miscellaneous tax bill if one is passed this year, Archer stated the bill would only include provisions that improve the tax system such as fiscal-year reform. *

Source: Title XIV of the House version of the Concurrent Resolution on the Budget for Fiscal Year 1996 and general news accounts.

THRESHOLD FOR T&E SUBSTANTIATION RAISED

IRC Sec. 274 requires expenses related to travel, entertainment, gifts, or certain listed property (cars, computers, cellular phones, etc.) to be substantiated by adequate records before they may be deducted. In 1962, the IRS established a $25 threshold for substantiation. In other words, substantiation was not necessary for expenses less than $25. Effective October 1, 1995, the IRS has increased the threshold to $75. *

Source: IRS Notice 95-50, 1995-42 I.R.B. __ (Oct 16, 1995).

TCMP PROGRAM PUT ON INDEFINITE HOLD

The IRS has been hit with substantial budget cuts for the current fiscal year. The President originally requested $8.1 billion for the beleaguered agency but only received $7.35 billion in the budget bill currently poised for veto. IRS sought ways to cope with the budgetary setback. The first victim was the Taxpayer Compliance Measurement Program, or TCMP. The IRS had planned 153,000 intensive TCMP audits over the course of the next year or so, a plan that met with considerable Congressional criticism.

In the meantime, IRS officials are being quoted emphasizing they will accelerate and increase their reliance upon financial status auditing. This auditing approach, with its up-front emphasis on finding unreported income, caused considerable controversy with CPAs earlier this year at the Spring AICPA Tax Division meeting. CPAs are concerned that the pronounced early emphasis on unreported income in financial status audits places them in the position of recommending that clients seek out legal advice during the examination. *

MORE ON ASSURANCE SERVICES

By Deanna O. Burgess, PhD, CPA, Florida Gulf Coast University/South Florida at Fort Myers

The AICPA Special Committee on Assurance Services under the leadership of Robert Elliott is in the throes of developing recommendations for its final report to be issued in 1996. A CPA Journal symposium on the work of the committee is scheduled for January 5, 1996. (See the first article in News & Views for details.) Florida Gulf Coast University and the Chamber of Southwest Florida are sponsoring a two-day program, Perspectives on Assurance Services Symposium, in Naples, Florida for April 18 and 19, 1996. By that time, the committee will have begun to answer some of the perplexing questions facing the profession and formulate approaches that will take the audit and other assurance services into the next century.

Just how different will the profession become? Accountants may provide assurance services ranging from customized financial statements to assistance with distinguishing among physicians for treatment. Will users approach CPAs for services unrelated to financial statements or income taxes? Chester Sadowski, vice president­controller of U.S. Home Corporation, predicts "CPAs will face a real marketing struggle; users will need convincing that CPAs should be selected over competing non-CPAs." And what about the appearance of objectivity and independence? Lee Berton questions whether assurance services will overwhelm the audit. He quips, "Let's not set up vendor stands next to the audit."

The Naples Florida program will include the following presenters: James G. Hooton, managing partner, audit & business advisory services­Arthur Andersen Worldwide; Harold L. Monk, Jr.­Davis Monk & Company; Lee Berton­The Wall Street Journal; Lee J. Seidler­managing director emeritus, Bear Stearns & Co.; Melvyn I. Weiss, attorney­Milberg Weiss Bershad Hynes Lerach; Robert Sack­Darden Graduate School at the University of Virginia; Gary Holstrum­University of South Florida; and Chester P. Sadowski­U.S. Home Corporation. For more information contact, The Chamber of SW Florida, 1520 Royal Palm Square, #210, Fort Myers FL 33919. [(941) 278-4001] *

SEC PROPOSAL FOR ABBREVIATED FINANCIAL STATEMENTS PUT ON HOLD

A recent news account reported that the SEC had received over 1,500 comment letters on its proposal to permit abbreviated financial statements in annual reports of qualifying public companies. Most of the comments were negative and, as a result, the SEC Chairman Arthur Levitt indicated the project has been put on hold. In announcing the decision not to proceed with the proposal, he stated that the SEC would continue to explore other approaches to easing the financial disclosure overload that face typical investors. Chief Accountant Michael Sutton reported at a recent meeting of the Financial Accounting Standards Advisory Council that the proposal was strongly opposed by investors. Dennis Beresford, chair of the FASB, indicated that the Board's concerns with the proposal were set forth in a letter to the SEC. According to Beresford, the Board felt the presentation of a complete and full set of financial statements without all the note disclosures would lead to confusion as to what the partial presentation was and how it should be used.

Ray J. Groves, former chair of Ernst & Young LLP, takes a different point of view. Groves, during his leadership years at Ernst & Young and the AICPA, was an activist for reducing standards overload and simplifying and streamlining generally accepted accounting principles. In his letter to the SEC dated October 9, 1995, Groves commended the staff of the SEC for taking a leadership position in improving investor communication. Among other things Groves said:

"The cost of printing this new financial information is not the principal issue. Rather, it is communicating the essential information to investors in a format that they will 1) find, 2) take the time to read, and 3) understand. That is not the case today. Thus those who use cost to either favor or reject the commission's proposal for AFS are not focusing on the principal issue of improving investor communications."

A comment letter from a state CPA society SEC committee objected to the proposal on the general grounds that it was a quick fix. What is needed, in its view, is a review and reengineering of all the material now part of filings with the SEC to reduce duplication and make the presentation more logical. *

SOCIAL SECURITY VALUES AND QUALIFIED PLAN LIMITS, 1996

By David Langer, David Langer & Co.

Based on the cost of living adjustment of 2.6%, down from 2.8% from last year, the changes in Social Security values and qualified pension plan limits are shown below for 1996 with a comparison to 1995. *Social Security Values:

FASB HAS BUSY FALL

The Financial Accounting Standards Board has had a busy fall period. In October it released the final, long-awaited statement, Accounting for Stock-Based Compensation, carrying the SFAS No. 123 identification. Although the FASB retreated from what it thought is the right answer‹recognition of the fair value of stock options granted as an expense‹the requirement to determine what that fair value is remains as part of the standard. It will be a simple matter for analysts and others to make the adjustment. Rather unusually, the final statement retraces the events that led to the ultimate reversal in the Board's position with the conclusion that the desired result "was not attainable because the deliberate, logical consideration of issues...was no longer present." The statement contains a dissent by Board members Neel Foster and James Leisenring, who expressed their feelings that the Board should not have retreated in its expense recognition position.

Also in October, the Board approved the issuance of two exposure drafts of proposed standards:

* Consolidated Financial Statements. The Board is proposing standards to replace ARB No. 51 and SFAS No. 94, which would basically require that an entity, both business or nonprofit organization, consolidate all subsidiaries it controls unless control is temporary. The idea of control goes to the ability of the parent organization to use or direct the use of the assets of the controlled entity as if they were its own. Comment period deadline is January 15, 1996.

* Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities. The proposed statement deals with the accounting for a number of transactions, principally affecting financial institutions, involving the transfer of assets. In initially considering the issues, the question to be decided is whether a sale should be recognized. Under the model used as a basis for the proposed accounting, the issue is whether an asset and liability should be recognized or derecognized. At the time of derecognition, gain or loss would be recognized. The comment period for the proposal ends on January 22, 1996. *

1996 1995 % Change

Taxable Wage Bases

OASDI 62,700 61,200 2.5%

Medicare No Limit No Limit None

Tax Rates

OASDI 6.2% 6.2% None

Medicare 1.45% 1.45% None

Total 7.65 7.65 None

Maximum Tax (employer/employee each)*

OASDI 3,887 3,794 2.5%

Medicare No Limit No Limit None

Total No Limit No Limit None

Earnings Without Benefit Loss

Beneficiaries under 65** 8,280 8,160 1.5%

Beneficiaries 65-69*** 11,520 11,280 2.1%

Benefits upon Retirement During Year at Age 65
(and always earned maximum wage)

Primary Insurance Amount 14,976 14,388 4.1%

Maximum Family Benefits 26,209 25,180 4.1%

* Self-employed rate is two times the rate shown; approximately half is deductible

** $1 withheld for every $2 in earnings above the limit

*** $1 withheld for every $3 in earnings above the limit

Qualified Plan Limits: 1996

The values below have been rounded down, where applicable, as required by the Retirement Protection Act, (DBP=defined benefit plan, DCP=defined contribution plan).

Maximum DBP benefit $120,000, no change

Maximum DCP contribution $30,000, no change

Maximum DBP and DCP compensation $150,000, no change

Maximum IRC Sec. 401(k) salary deduction $9,500, up from $9,240

Highly compensated Employee (DBP & DCP) $100,000 (the "$75,000" limit), no change

Excess benefit excise tax threshold $155,000, up from $150,000

TAX PREPARERS AND CPA FIRMS NOT THE SAME

"Non-CPA Firms' Ascendancy to the Accounting Today Ratings Causes Stir" in the June 1995 issue of The CPA Journal deals with the same issues I discussed in my letter to Accounting Today. While my letter specifically addressed the fallacious issue of equating nonlicensed tax preparers to CPAs, it also addressed how a local CPA firm should deal with the encroachment by those who do not have to abide by an enforceable code of professional ethics, do not have stringent education requirements, do not have to pass a rigorous two day examination, and are not monitored by state and professional organizations.

There are great differences between the consumer-oriented tax preparer of the ilk of H&R Block and a CPA. CPAs are subject to enforceable ethical standards by their state education departments, the AICPA, and their state societies. CPAs are mandated by state societies and the AICPA to have continuing professional education. None of these are required to own an H&R Block franchise.

I respect H&R Block and its contribution to tax preparation, but do not view it in the same category as a full-service accounting firm. *

Stuart Kessler, CPA

Goldstein Golub Kessler & Co., PC

CLARIFYING THE TIMING OF TAX ATTRIBUTION

I read with interest the August 1995 feature article entitled "Tax Consequences of Discharge of Indebtedness," written by Alan B. Campbell, PhD, CPA, CMA. Mr. Campbell did an excellent job summarizing a highly technical and complex area. However, I believe the article was unclear on the timing of tax attribute reduction.

The article addresses the reduction of tax attributes in two areas, one dealing with "qualified real property business indebtedness" and another listed under "other." In the "other" section, the author's tax attribute discussion correctly states the pecking order in which tax attributes are to be reduced. However, the article fails to state that the reduction of tax attributes is to occur on the first day of the taxable year of discharge--see IRC Sec. 108(b)(4)(A). This timing difference can create a significant tax planning opportunity in a Title 11 bankruptcy case. Under certain circumstances, net operating loss carryforwards can be utilized in the year of debt discharge. In an S corporation scenario, an S corporation shareholder may be able to utilize current year or suspended losses generated by the entity in the year of discharge with the related debt relief going untaxed in the subsequent year. Mr. Campbell makes mention of the timing issue, but only under the reduction of basis section of the article.

Clarification of the aforementioned may be warranted given the significant planning opportunities available. *

Charles A. Barragato, CPA

Long Island University

DECEMBER 1995 / THE CPA JOURNAL



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