After they lost money on investments in government securities a few years ago, a pair of North Carolina savings and loan associations fell into a dispute with their auditors over how to report the losses on their financial statements.
The savings and loans wanted to delay reporting the losses to try to make their books look healthier. But the auditors from Price Waterhouse & Co. and Deloitte Haskins and Sells Inc. refused to allow it.
To solve the dispute, the savings and loans fired their auditors.
The recalcitrant record keepers were replaced by the accounting firm of A. M. Pullen & Co., which agreed to let the S&Ls defer the losses and did not ask why the previous auditors were dismissed.
The abrupt switch in auditors and accounting methods attracted the attention of the Securities and Exchange Commission and made Southeastern Savings & Loan Inc. and Scottish Savings & Loan Inc. symbols of a growing business problem.
"Opinion shopping," as accountants call it, is behind an increasing number of cases in which corporations have switched auditors after disputes over how transactions should be reported on financial statements. A willing auditor can enable a company to claim profits that might not be allowed under generally accepted accounting principles or to avoid reporting losses that could seriously weaken its financial condition.
In 1982, 2 percent of the firms switching auditors did so after disagreements with their accountants; last year, the number rose to more than 5 percent, according to Public Accounting Reports, an industry newsletter.
In the last four years, roughly 20 percent of the auditor changes occurred after a firm received a qualified rating from its accountants. Auditors issue qualified opinions when there is something out of the ordinary in the records of a company.
Arthur Bowman, editor of Public Accounting Reports, said that the disputes between public companies and their accountants partly reflect differing interpretations of accounting principles.
However, Bowman added, some disagreements stem from other factors. "Public companies are also under pressure to report higher earnings, and maybe they're looking around for a firm that would agree with their interpretation of principles," he said.
The U.S. Supreme Court highlighted the importance of auditors' opinions in a 1984 decision involving the accounting firm of Arthur Young and Co.
"By certifying the public reports that collectively depict the corporation's financial status, the independent auditor assumes a public responsibility transcending any employment relationship with the client," the justices said.
Robert J. Sack, chief accountant for the enforcement division of the SEC, noted that, "In any industry where the financial pressure is stressed, that's where people begin thinking of creative accounting."
Sack said the SEC is conducting several investigations where "opinion shopping is an aspect of the case.
"There's perhaps a propensity to opinion-shop today. If you stand tall to a client and say no, the client may say 'this is the last year' we'll do business . . . . Clearly a client has to be able to pick their own professional adviser. Our only concern is that that process may mask the abuse of a professional who stands tough doing his job."
The SEC, which now requires disclosure of changes in accountants, is considering ways to strengthen reporting requirements.
In addition to proposing new rules, the SEC has prosecuted two major cases involving opinion shopping. These cases stake out the agency's position.
The SEC reprimanded the two North Carolina savings and loans and disciplined the accountants involved.
In a similar case, the SEC required Broadview Financial Corp., operators of a large savings and loan in Ohio, to eliminate $4 million in profits from its books that had been claimed on a real estate deal. The reported profits, which actually came from the savings and loan lending money to a closely related company, should not have been considered income under generally accepted accounting principles, the SEC said.
Concern about opinion shopping by savings and loans recently spurred the Federal Home Loan Bank Board to tighten its rules. As of last October, whenever a federally chartered savings association dismisses an accountant, it must notify the FHLBB within 15 days and explain the circumstances. The terminated accounting firm also must tell the bank board whether it agrees with the institution's explanation.
Joining the regulatory agencies, major accounting firms are criticizing opinion shopping, which they contend lowers the standards of auditing.
"It's a serious problem that undermines the credibility of the profession. I think the SEC should step in and stop the practice," said Joseph E. Connor, chairman of Price Waterhouse & Co. Supporting the SEC's proposed new rules, Connor said, "A successful shopping expedition pairs abdication of preparer responsibility with auditor betrayal of public trust."
However, the industry trade association, The American Institute for Certified Public Accountants (AICPA) contends that opinion shopping is not widespread and and that new regulation isn't needed. The AICPA wrote the SEC that "private-sector initiatives should be implemented and given time to determine their effectiveness before regulatory actions are taken."
The AICPA said the practice of seeking second opinions has the "potential for adversely affecting the quality of financial reporting." The professional association recently reminded its members of its ethical standards, and established new performance and reporting rules.
The AICPA's unwillingness to criticize opinion shopping rests on the argument that generally accepted accounting principles are complex and "constantly evolving," according to Dan Guy, who heads the AICPA auditing standards division. The AICPA often makes an analogy between medical second opinons and accounting second opinions, and asserts that they are vital to the profession's health.
Although opinion shopping is hardly a new phenomenon, many critics fear that, with the increase in faltering financial institutions, growing competitiveness in the accounting industry and the uncertainty over how to account for complex financial transactions, a climate now exists that leads to more opinion shopping.
The SEC has noted that 523 firms changed accountants in 1984, which was an increase of 75 percent from 1981. "There is a widespread feeling at the commission that opinion shopping is too often the reason that companies change accountants," David Powers, a legal counsel to Commissioner Aulana Peters, said in a recent speech.
The SEC's attack on auditor switching has been aided by the Justice Department. Last July, Justice sued Peat Marwick Mitchell & Co. for fraud in its auditing of Penn Square Bank in 1981.
Peat Marwick Mitchell & Co. gave Penn Square a clean bill of health only months before the bank went bankrupt. Justice alleged that the accounting firm agreed to do the audit "with the understanding" that it would "not render a qualified opinion," even if "such qualification would be required or appropriate under generally accepted accounting principles." The bank had received a qualified audit in 1980 from Arthur Young & Co., and Young was fired the following year.
Peat Marwick Mitchell & Co. has denied the charges. The firm maintains it told Penn Square when it took the account that, if the conditions which led Arthur Young to give Penn Square a qualified audit in 1980 had not changed, Penn Square also would receive a qualified audit in 1981.
Harold Russell, the chief accountant who worked on Penn Square for Arthur Young & Co., said he can't say for sure if opinion shopping was involved in the decision to fire his firm and change to Peat Marwick. Russell noted, however, that Penn Square denied Arthur Young access to some loan records shortly before the firm was terminated and told him that a qualified audit would not be acceptable in 1981.
Russell also said he was "surprised that Peat Marwick did not come in to discuss the circumstances and receive a full explanation of why Arthur Young had given Penn Square a qualified audit.
The proposals under consideration by the SEC include requiring firms that change accountants to disclose if they had "solicited opinions from other accountants on specific accounting issues concerning existing or contemplated transactions" or if they "engaged an accountant expressing an opinion which is different from its former accountant's position."
A second choice suggested by the SEC would require disclosure of any issues on which the company has sought outside-accountant opinions regardless of whether the company changed auditors.
A third proposal would require companies to disclose which accounting firms are consulted if a company decides to change its accounting practices rather than its accountants.
The SEC is expected to decide in the next few months whether to act on the proposals.