municipal securities offerings: auditor involvement and other key considerations

#aicpacw

A Governmental Audit Quality Center Web Event

October 15, 2013

Municipal Securities Offerings: Auditor Involvement and Other Key Considerations

#aicpacwGovernmental Audit Quality Center

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Presenters

Joel BlackMauldin & Jenkins CPA’s

Dan O’KeefeMoore Stephens Lovelace, P.A.

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AgendaSetting the stageAuditor involvement in bond offerings• “Triggers”• Voluntary association• Non-association• Comfort letters• Inclusion letters• Special financial reporting situations

Involvement with continuing disclosure documentsSEC developments• New players• Report to Congress on muni market regulation• Increased enforcement activity• Municipal advisor registration

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GlossaryOS Official Statement – disclosure document prepared in connection with

initial sale of new securities. Also referred to as “primary market disclosure.”

Continuing disclosure

Disclosure documents issues subsequent to initial sale of securities (throughout the life of the bond issue). Also referred to as “secondary market disclosure.”

EMMA MSRB’s Electronic Municipal Market Access system

EDGAR SEC’s Electronic Data Gathering and Reporting system

MSRB Municipal Securities Rulemaking Board

AAG-SLV AICPA audit and accounting guide “State and Local Governments”

GAAS Generally-accepted auditing standards

Rule 15c2-12 SEC rule, “Municipal Securities Disclosure”

Registered offering

Offering of securities that is registered under the Securities Act of 1933

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GlossaryUnderwriter Securities dealer who brings bond issues to market by buying the

bonds from the issuer and reselling them to investors, and in doing so assumes some financial risk.

Underwriter’s Counsel

Attorneys who represent interest of underwriters by performing a due diligence review of the issuer to ensure the issuer’s financial condition and matters disclosed in the POS/OS are accurate.

Bond Counsel Attorneys who represent interests of bondholders/investors by issuing legal opinion that ensures bonds are legal obligations of issuer and verifies tax status of debt.

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Setting the stage

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Overview of municipal securities regulatory framework today

Existing exemptions• Muni securities generally exempt from Securities Act of 1933

registration requirements• State and local governments generally exempted from

Securities Exchange Act of 1934 reporting requirements• However, no exemptions provided from the anti-fraud

provisions of either the ’33 or ‘34 Acts

SEC’s limited authority over municipal market is derived from• Ability to prohibit underwriters from purchasing muni bonds

unless issuer covenants to provide certain information to investors at initial issuance and throughout life of the bonds (SEC Rule 15c2-12)

• Enforcement authority over anti-fraud provisions

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EMMA allows "one-stop shopping" for municipal bond offering documents, periodic disclosure documents, and real-time pricing information Through EMMA, the investing public can obtain information virtually real-time, free of charge (similar to the level of information available through EDGAR for SEC-registered securities)

www.emma.msrb.org12

#aicpacwGovernmental Audit Quality Center 13

#aicpacwGovernmental Audit Quality Center 14


Auditor involvement in bond offerings


Phases of a muni offering

Preliminary official statement (POS)• Issued to all prospective buyers of the securities

Official statement (OS)• Issued at time of sale• Identifies the debt service requirements• Changes from POS typically not significant

Closing date• Transaction is finalized and cash is transferred from the buyers

to the government

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Auditor involvement with official statements (OS)

“Auditor” refers to the party whose audit report accompanies the external financial statements included in the bond offering document

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Sources of AICPA guidance for auditors

AICPA audit & accounting guides• State and Local Governments (AAG-SLV): Chapter 16, Auditor

Involvement with Municipal Securities Filings• Health Care Entities (AAG-HCO): Chapter 7, Municipal Bond

Financing• Not-for-Profit Entities (AAG-NPO): Chapter 10, Appendix A --

Municipal Securities Regulation

Appendices A & B of AU-C Section 925, Filings With the Securities & Exchange Commission Under the Securities Act of 1933

AU-C Section 920, Letters to Underwriters and Other Requesting Parties

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Recent developmentsHistorically, the “auditor involvement” guidance in the AICPA guides was considered to be requirements

In updating the guides for the clarity project, several “shoulds” in that guidance could not be linked back to an auditing standard

In July, ASB’s Audit Issues Task Force (AITF) approved establishing a task force to develop an auditing standard to address the criteria for auditor involvement in a muni offering and related auditor’s responsibilities, based on that guidance

• Envisioned as a new muni-specific standard that would likely be very similar to AU-C 925, Filings under Federal Securities Statutes

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Activities that trigger involvement (AAG-SLV 16.07)

Reviewing draft of OS at client's request“Consenting” to use of report in OS (i.e., providing inclusion letter)Issuing comfort letter, modified comfort letter, or agreed-upon procedures (AUP) report related to OSAssisting in preparing financial information included in OSSigning (either manually or electronically) an auditor’s report for inclusion in a specific OS Providing a “customized” auditor's report for inclusion in an OSPerforming attestation engagement relating to the debt offering

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Activities that trigger involvement

“Consenting” to use of report in OS (AAG-SLV 16.21)• In muni offerings, a “consent” is called an “inclusion letter”• Issuance of an inclusion letter is not required by professional

standards• If inclusion letter is requested, use language such as

We agree to the inclusion in [identify the document] of our report, dated February 5, 20XX, on our audit of the financial statements of [name of entity].

References: •Exhibit A of AU-C Section 925, “Filings With the U.S. Securities and Exchange Commission under the Securities Act of 1933”

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“Consenting” to use of report in OS (continued)

• We are essentially updating our previously issued audit report through a new date

• Add any matters discussed in the audit report (emphasis of matters, etc.)

• Add consent to references to the auditor included in the offering document

• Dated the date of the POS or OS for which consent is provided

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“Consenting” to use of report in OS (continued)• Resulting language for a consent may look like:

We consent to the references made to our firm under the headings “Introduction – Professionals Involved in the Offering” and “Miscellaneous – Information In the Appendices” and the inclusion of our independent auditor’s report on the basic financial statements of Sample County (the “County”) as of and for the year ended December 31, 2012, included in Appendix A to the Preliminary Official Statement dated August 23, 2013 regarding the issuance of Sample County’s $50,000,000 General Obligation Bonds, Series 2012. Our report dated May 14, 2013 includes a reference to other auditors and to the implementation of a new accounting standard on the financial statement presentation and accounting for debt issuance costs. Our report makes reference to the report of other auditors for the County Board of Health, a discretely presented component unit, which represents 10% and 50%, respectively, of the assets and revenue of the aggregate discretely presented component units. The financial statements of the County Board of Health and the auditor’s report thereon were furnished to us, and our opinion, insofar as it relates to the amounts included for that entity, is based solely on the report of other auditors.

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Activities that trigger involvementIssuing a comfort letter/AUP (AAG-SLV 16.14 - .18)

Requested by underwriter?

Required representation

letter provided?

Issue “SAS 72” letter

(AU-C 920 Example A-2)

Issue “SAS 76” letter(AU-C 920

Example Q)

Issue AUP report

(AT 201)

Y

Y*

N

N “Nothing came to our attention….” (negative assurance)

Modified comfort letter (no negative assurance)

Report of findings

“Comfort letters” and AUP (Non-’33 Act Offering)

*Rare

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Issuing a comfort letter• Representation letter provided by the requesting party

(discussed on previous slide) should be:

- addressed to the auditor;

- contain the statement, “The review process applied to the information relating to the issuer, is, or will be, substantially consistent with the due diligence process that we would perform if this securities offering were being registered pursuant to the Securities Act of 1933. We are knowledgeable with respect to that due diligence process.”; and

- signed by the requesting party.

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Issuing a comfort letter• Procedures typically include:

• Review of minutes

• Statement regarding inquiry of management of whether certain financial balance have changed from the audited financial statement balances

• May add agreed-upon procedures related to information in the offering document

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Issuing a comfort letter• Letter should state the following:

- We had no responsibility for establishing (and did not establish) the procedures performed.

- An audit of information discussed in the letter was not performed.

- The procedures should not supplant any additional procedures the requesting party would undertake.

- Restricted use type language regarding the use of the report.

- We have no responsibility to update the letter.

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Issuing an Agreed Upon Procedures (AUP) Report:• Are not limited to underwriters and certain intermediaries as

comfort letters are.

• Typically relate to agreeing information included in the offering document to supporting documentation.

• Procedures performed should be agreed to, in writing, by the addresses/recipients of the letter.

• Follow appropriate attestation engagement standards (AT 201).

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Issuing an Agreed Upon Procedures (AUP) Report:• AUP Do’s and Don’ts:

• Be specific about procedures - include what document the information was agreed to or how a recalculation was performed

• Try to avoid general comments such as “we traced to a schedule provided by management”

• Do not make any comment regarding financial information being in accordance with GAAP

• If stub information is addressed, do not give reasons for variances – only disclose dollar amounts

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Issuing an Agreed Upon Procedures (AUP) Report:• Example procedure language showing tracing to different

sources as well as breaking out details of calculations:

• We compared the amounts as of December 31, 2008, 2009, 2010 and 2011 in the table included under the caption “Historical Capital Structure of the System” (page 31 of the Official Statement) to the audited financial statements of Sample County for the years ended December 31, 2008, 2009, 2010 and 2011. We compared the unaudited amounts as of December 31, 2012 to the trial balance of the Sample County Water and Sewerage Authority as of and for the year ended December 31, 2012. We recalculated the “Total Net Assets and Liabilities” by adding the “Total Liabilities” and “Total Net Assets” for each year. We recalculated the “Ratio of Long-Term Liabilities to Total Net Assets” by dividing the “Total Long-Term Liabilities” by “Total Net Assets” for each year. We recalculated the “Long-Term Liabilities as a Percentage of Total Net Assets and Liabilities” by dividing the “Total Long-Term Liabilities” by the “Total Net Assets and Liabilities” for each year. No exceptions were noted which would require further comment in this report.

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Question #1. If we issue a consent for the inclusion of our audit

report on financial statements then we are essentially updating our audit report through a new date.

a) Trueb) False

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Question #2. If we are issuing either type of comfort letter allowed in

a municipal offering, then we can include negative assurance (i.e. Nothing came to our attention…) related to financial information of the issuing government.

a) Trueb) False

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Assisting in preparing financial information included in OS

In this situation, financial information does not refer to financial statements covered by the auditor's opinion or the required

supplementary information (RSI) or supplementary information other than RSI accompanying those financial statements that the auditor already considered during his or her audit of the

financial statements.


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Signing (either manually or electronically) an auditor’s report for inclusion in a specific OS

This refers to the auditor providing an auditor’s report with an original manual or electronic signature. It is not

referring to a reproduction of an auditor's report that was manually or electronically signed.

For example, the underwriter or bond counsel may require a copy of the auditor's report with an original manual or

electronic signature to file with the official closing documents for the offering.


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Providing a “customized” auditor’s report for inclusion in a specific OS

The reports required by Government Auditing Standards (Yellow Book) on ICFR and compliance with laws and regulations bear a “purpose

alert” under AU-C 905, and typically are not included in an OS

In such situations, it is generally advisable for an OS to use an auditor's report on the financial statements that does not refer to the Government

Auditing Standards audit or to the reports on ICFR and compliance, because those references (without inclusion of the reports) could

confuse the users of the OS (AAG-SLV 16.13).

Thus, the auditor might provide a “plain-vanilla” GAAS audit report specifically for inclusion in the bond offering document.


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Performing an attestation engagement related to the debt offering

In connection with issuing bonds, the auditor may be engaged to attest to certain information specifically involved with the offering (see AAG-

SLV 16.24)

VERIFICATION OF MATHEMATICAL ACCURACYThe accuracy of (i) the arithmetic computations supporting the conclusion that the

principal amounts of, and interest earned on, the government obligations to be acquired with a portion of the proceeds of the Series 2012 Bonds, together with other monies, if any, are sufficient to pay the Redemption Price of and interest on the Refunded Bonds

due through and including the Redemption Date and (ii) the mathematical computations supporting the conclusion that the Series 2012 Bonds will not be "arbitrage bonds" under the code, will be independently verified by ABC CPAs.


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Performing an attestation engagement related to the debt offering -- example


Parity letter (additional bonds test)

• Prior offerings may require this type of report in connection with new bond issues that use the same revenue pledge as old bonds

• Report indicates that certain criteria (typically a coverage ratio) would have been met in the prior year even with the new debt being issued

• Format: AT 201 agreed-upon procedures report

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Question #3. Which of the following does not constitute involvement

by an auditor in a debt offering?a) Providing a copy of the audit report – without

modification – for inclusion in the offering document

b) Preparing an agreed-upon procedures report related to information included in the offering document

c) Being asked, by the issuer, if the auditor needs to be involved in an offering

d) Simply looking over the offering document at the request of the issuer – but not being asked to provided anything.

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Question #4. If we are considered to be involved in an offering, then

we should issue a consent letter.a) Trueb) False

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Question #5. We should never change our audit report for inclusion

in an offering document.a) Trueb) False

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Procedures when auditor is involved

Ideally should be involved during POS preparationReading the O/S (AU-C 720)• Be alert for information that is materially inconsistent with what’s

in the financial statements covered by the auditor’s report

“Keeping current” procedures related to auditor’s report (AU-C 560)• Read all available information relating to the entity's financial

and accounting matters• Make inquiries• Inquire of legal counsel• Obtain a management representation letter related to

subsequent events period

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If the auditor is not involved

Best practice• Consider including a requirement in the engagement letter that

any OS issued by the client with which the auditor is not involved will contain language clearly indicating that the auditor is not involved (AAG-SLV 16.12)

ABC CPAs, the independent auditor for the Town, has not been engaged to perform and has not performed, since the date of their report included herein, any procedures on the

financial statements addressed in their report included in this Official Statement. ABC CPAs also has not performed any

procedures relating to this Official Statement.

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Describing the auditor’s role

If auditor’s role is described in the OS, use the following language:

INDEPENDENT AUDITORS The financial statements as of December 31, 19XX and for the

year then ended, included in this offering circular, have been audited by ABC, independent auditors, as stated in their report(s) appearing herein.

References: • AAG-SLV par. 16.20• Exhibits A and B of AU-C Section 925, “Filings With the U.S. Securities and

Exchange Commission under the Securities Act of 1933”

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Describing the auditor’s roleInappropriate references – “expertization” (AAG-SLV 16.20)

The financial statements as of December 31, 19XX and for the year then ended, included in Appendix A of this offering circular, have been audited by ABC CPAs, independent auditors, as stated in their report appearing herein.

INDEPENDENT ACCOUNTANTSSet forth in Appendix A are the consolidated financial statements of the District for the fiscal year ending June 30, 2011 as audited by ABC CPAs. These audited financial statements have been included in reliance upon the reports of such firm

EXPERTS

given their expertise inaccounting and auditing.

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Voluntary involvement (AAG-SLV 16.11)

Occurs when engagement letter requires client to request auditor’s permission to use auditor’s report in connection with a sale of securities• In such cases, auditor is involved even if no “mandatory”

triggers have occurred

“The Company may wish to include our report on these financial statements in a registration statement proposed to be filed under the Securities Act of 1933 or in some other securities offering. You agree that the aforementioned audit report, or reference to our Firm, will not be included in any such offering without our prior permission or consent. Any agreement to perform work in connection with an offering, including an agreement to provide permission or consent, will be a separate engagement.”

Important: Both parties should understand what constitutes “use of the report”

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GENERAL CONSIDERATIONSThe District's financial statements for the year ended June 30, 2011, were audited by ABC CPAs, and have been included herein as Appendix A. ABC CPAs has agreed to the publication of its audit opinion on such financial statements in this OS. ABC CPAs has not been engaged to perform any updating procedures subsequent to the date of its audit report on the June 30, 2011 financial statements.

Can you spot the inconsistency?

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Special financial reporting situations

Common types of financial statements that might be requested for inclusion in an OS

• Stub-period audits or reviews

• Condensed financial statements

• Fund financial statements

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Common Sections of the Official Statement

• Introduction, Plan of Financing, The Bonds• Gives overview of issuance, purpose of bonds, payment terms,

etc.

• The Issuer• Describes government similar to basic info. in the footnotes and

MD&A – typically focuses on outstanding debt, financial history for last 5 years, property tax information, postemployment benefit plans, and insurance information

• Legal Matters• Discloses pending litigation and other legal information affecting

bonds

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Common Sections of the Official Statement

• Miscellaneous• Gives more detail on parties involved, including Independent

Auditor’s

• Appendix A• Typically the most recent audited financial statements of issuer

• Other Appendices• Various documents such as legal opinion and certifications

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Engagement Tips When Involved

Early communication with involved parties to determine what we will be performingSee if partial (basic) or complete FS will be included• Make sure they are including at least the full basic set of

statements.

Use some type of standard work program to document procedures to be performed

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Engagement Tips When Involved

Obtain engagement letter• Not necessarily required if only issuing consent.• For AUP or comfort letter – will need documentation and

agreement of procedures to be performed.

Consider the need for representation letter• Need one if issuing consent letter or comfort letter• Suggested for AUP letter

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Question #6. Under professional standards, we, as auditors, have to

be involved in the public bond offering process if our audit report on the financial statements are included in the offering document.

a) Trueb) False

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Question #7. When is the best time to be involved in the issuance

process?a) As long is it is before closing of the bonds.b) Between the issuance of the POS and the OS.c) Before the issuance of the POS.d) Never.

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Auditor involvement with continuing disclosure documents


Auditor involvement with continuing disclosure documents

Continuing disclosures = disclosure documents disseminated subsequent to initial issuance of the bonds

Also referred to as secondary market disclosures

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Continuing disclosure requirements

SEC Rule 15c2-12 • Issuer/obligor must agree to implement a system of continuing

disclosure that remains in effect as long as the bonds are outstanding.

• The core of this system is the continuing disclosure agreement

Continuing disclosure agreement• Issuer/obligor covenants to provide certain specified information

to bondholders throughout life of bond issue • Required elements

- Annual reporting of financial and operating information - Reporting of significant events

• Quarterly reporting requirement may also be established as part of the covenant (but is not mandatory under Rule 15c2-12)

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Comparison:’34 Act requirements vs. muni requirements

Disclosure filings required subsequent to initial issuance of securities

Registrants Muni issuer/obligors

Periodic filings

10-K Annual financial/operating info

10-Q Quarterly filings (if required by covenant)

8-K Event noticesFiling site EDGAR EMMA

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Auditor involvement – continuing disclosure filings (AAG-SLV 16.10)

Auditor is not required to undertake any procedures with respect to a client's continuing disclosure documents, even if those documents include audited financial statements

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SEC developments


http://www.google.com/imgres?imgurl=http://farm4.staticflickr.com/3809/9503481230_37f20d6e69_b.jpg&imgrefurl=http://www.sec.gov/News/Article/Detail/Article/1356125722015&h=1024&w=804&sz=240&tbnid=r8FjR6Mzj1Th4M:&tbnh=90&tbnw=71&zoom=1&usg=__o6CBoghVggVCn9PJpg_xpFbQcWE=&docid=kcnSHWBZ3TL_vM&sa=X&ei=F81WUqHOM4e24AOh2oGoDA&ved=0CEEQ9QEwAw



John J. Cross III, Director

Office of Municipal Securities

Commissioner Mary Jo White

Chairman

Commissioner Kara Stein Former Commissioner Elisse Walter

Key players

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http://en.wikipedia.org/wiki/File:Official_portrait_of_Mary_Jo_White.jpg

http://www.google.com/url?sa=i&source=images&cd=&cad=rja&docid=kcnSHWBZ3TL_vM&tbnid=r8FjR6Mzj1Th4M:&ved=0CAgQjRwwAA&url=http://www.sec.gov/News/Article/Detail/Article/1356125722015&ei=Hs1WUpa0BI3_4AO-n4D4Aw&psig=AFQjCNGD7mYMmDSQTcASEE91fdRpyTTJtw&ust=1381506718113525

#aicpacw#AICPAGovtNFPGovernmental Audit Quality Center

Issued July 31, 2012Based on public hearings held during 2010 - 2011Goal: ensure that municipal investors have offering documents and periodic reports similar to those for corporate securities.Expected to lead to a formal request to Congress for authority to regulate municipal securities issuers and conduit obligors

SEC report

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www.sec.gov/news/studies/2012/munireport073112.pdf


Key disclosure recommendations

Allow SEC to establish baseline disclosure standards for offering documents and periodic reportingGovernment financial statements prepared for use by investing public should comply with GASB standardsAudited financial statements required where appropriateEliminate exemption for non-municipal conduit bondsMunicipal issuers should establish disclosure controls (policies and procedures)

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Uptick in 2013 enforcement activityPrimary offerings and continuing disclosure

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SEC Emphasis on Pension Disclosures in Offering Documents

In a September 2013 speech, John Cross stated that SEC scrutiny of pension disclosure will be "a continuing and very significant theme of the SEC“SEC interest in pension disclosures prompted the National Association of Bond Lawyers (NABL) to convene a multi-organizational task force (including AICPA) to develop best practice document Access the NABL document titled, Considerations in Preparing Disclosure in Official Statements Regarding an Issuer’s Pension Funding Obligations

http://www.ballardspahr.com/~/media/Files/Alerts/2012-05-30-NABL-Pension-Disclosure-Considerations.ashx




Top 10 Do’s and Don’ts for Muni Market from SEC Muni Market Speech

1. Do provide current financial information and update material financial information known to be outdated and misleading.

2. Do take appropriate steps to prevent dissemination of materially false or misleading information and consider establishing disclosure controls and procedures and effective internal control over financial reporting.

3. Do enhance disclosure by giving investors the information they need (e.g., material liabilities, material risks, derivatives)

4. Do highlight information that investors need in a manner that brings this information to their attention, using language that all investors can understand. Try to avoid complex, legalistic, and opaque language.

5. Do use web sites with carefully prepared information to communicate with investors and the market . Commission guidance on the use of company websites in the corporate context can be relevant and helpful to the municipal marketplace as well.

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6. Don’t forget about the auditor’s consent where audited financial statements are used.

7. For conduit issues with credit enhancement or a letter of credit backing the payment on the securities, don’t omit information on the underlying obligors in primary offerings or in continuing disclosure documents.

8. Don’t omit information about conflicts of interest.

9. Don’t ignore obligations in continuing disclosure agreements – disclose significant events as required by Rule 15c2-12 in keeping with the spirit of that rule.

10. Don’t forget the importance of filing timely, accurate, and complete information on EMMA. Investors and the marketplace are relying on this.

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Top 10 Do’s and Don’ts for Muni Market from SEC Muni Market Speech


SEC Municipal Advisor Rule

Final SEC Rule issued 9/2013 establishes a permanent registration system of municipal advisors• Once registered, municipal advisors are required to meet certain reporting

responsibilities.

Final Rule Definitions• Municipal Advisor is a person (who is not a municipal entity or an

employee of a municipal entity) that (i) provides advice to or on behalf of a municipal entity or obligated person with respect to municipal financial products or the issuance of municipal securities.

• Advice excludes, among other things, the provision of general information that does not involve a recommendation regarding municipal financial products or the issuance of municipal securities, including with respect to the structure, timing, terms, and other similar matters concerning such financial products or issues

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http://www.sec.gov/rules/final/2013/34-70462.pdf


SEC Municipal Advisor Rule

Accountants that provide audit and attestation services are exemptOther accountant services that meet the definition of “advice” will trigger municipal advisor status and require registration

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Questions???

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municipal securities offerings: auditor involvement and other key considerations

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