Plans for Private Company Reporting


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Principal in Charge of Assurance Department at Decosimo Tom Eiseman presented "Back to the Future Part I & II - Plans for Private Company Reporting" at the 2013 Decosimo Accounting Forum hosted by the University of North Alabama on July 19.

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Plans for Private Company Reporting

  2. 2.  Private Company Council Activities  AICPA Financial Reporting Framework for Small- and Medium-Sized Entities OVERVIEW
  3. 3.  Report on the Study on Establishment of Accounting Principles - 1972  Differential Reporting and Disclosure Requirements  SFAS 21 – Suspension of reporting EPS and segment information for nonpublic enterprises -1978  FASB establishes the Small Business Advisory Committee - 2004  Invitation to Comment – Enhancing the Financial Accounting and Reporting Standard-Setting Process for Private Companies - 2006  Private Company Financial Reporting Committee - 2007  Blue Ribbon Panel on Standard Setting for Private Companies - 2009 HISTORY
  4. 4.  Issued report to Financial Accounting Foundation – January 2011  Recommended a US GAAP model with exceptions and modifications for private companies  Recommended a separate private company standard- setting board under FAF Blue-Ribbon Panel on Standard Setting
  5. 5.  Established by FAF in 2012 to improve accounting standard-setting process for private companies  Indentifies, deliberates and votes on proposed alternatives within existing U.S. GAAP for private companies, subject to FASB endorsement  Primary private company advisory body to FASB on active FASB projects Private Company Council
  6. 6.  PCC agenda decision  Deliberation of staff analysis and vote  FASB endorsement  Exposure draft  PCC re-deliberates and votes  FASB final endorsement  FASB issues Accounting Standards Update PCC Standard-Setting Process
  7. 7.  Private Company Decision-Making Framework – A Guide for Evaluating Financial Accounting and Reporting For Private Companies  Framework for deciding whether and when to modify U. S. GAAP for private companies  Exposure draft issued April 15, 2013 with comments due June 21, 2013 PCC Decision-Making
  8. 8.  Issues added to agenda  Accounting for Identifiable Assets in a Business Combination and Subsequent Accounting for Goodwill  Applying Variable Interest Entity Guidance to Common Control Leasing Arrangements  Accounting for Receive-Variable, Pay-Fixed Interest Rate Swaps  Issues identified for pre-agenda research  Stock-Based Compensation  Development Stage Enterprises  Uncertain Tax Positions PCC Agenda
  9. 9.  Exposure draft issued July 1, 2013 with comments due August 23, 2013  Applies to receive-variable, pay-fixed interest rate swaps that meet certain criteria (plain-vanilla swaps)  Provides two alternative approaches  Combined instruments approach  Simplified hedge accounting Interest Rate Swaps
  10. 10.  Exposure draft issued July 1, 2013 with comments due August 23, 2013  Amortize goodwill on straight-line basis over the useful life of primary asset acquired in business combination, not to exceed 10 years  Primary asset acquired is long-lived asset that is most significant asset of the acquired entity  Goodwill tested for impairment only upon occurance of triggering event  Impairment testing at entity-wide level  Impairment loss equals excess of entity carrying value over its fair value Accounting for Goodwill
  11. 11.  Exposure draft issued July 1, 2013 with comments due August 23, 2013  Intangible assets are only recognized separately from goodwill when they arise from noncancellable contractual rights or other legal rights  Assets arising from legal rights include registered trade name, patents, and copyrighted materials  Assets arising from contractual rights include customer contracts, purchase orders and royalty agreements  Assets not recognized include customer lists, customer relationships and unpatented technology Identifiable Intangible Assets
  12. 12.  To be discussed at PCC July 16, 2013 meeting Applying Variable Interest Entity Guidance to Common Control Leasing Arrangements
  13. 13.  Released by AICPA June 10, 2013  Special purpose framework  Comprehensive, standalone reporting framework  Suitable criteria for general-use financial statements  Simplified principles  Addresses financial reporting issues and concerns for SMEs  No effective date Financial Reporting Framework for Small- and Medium-Sized Entities
  14. 14.  Formerly known as Other Comprehensive Basis of Accounting (OCBOA)  Not intended to comply with U.S. Generally Accepted Accounting Principles  Other special purpose frameworks include Tax Basis, Cash Basis, and Regulatory Basis Special Purpose Framework
  15. 15.  Historical cost  Provides reporting options  Targeted disclosures  Accrual based  Blend of traditional accounting and accrual income tax methods  Only includes financial reporting topics relevant to SMEs Simplified Principles
  16. 16.  FRF for SMEs does not define an SME, but provides a list of characteristics of typical entities that may use this framework  AICPA has no authority to prevent or require the use of this framework  Primarily up to management of the company and the users of the financial statements  Independent CPAs required to determine the acceptability of the financial reporting framework applied in the preparation of financial statements Who can use this reporting framework?
  17. 17.  No regulatory reporting requirements that require GAAP- based financial statements  No intention of going public  The entity is for-profit  The entity may be owner-managed  Entity is not in industry that requires highly-specialized accounting guidance  The entity does not engage in overly complicated transactions  The entity does not have significant foreign operations  Key financial statement users have direct access to the entity’s management Characteristics of SME
  18. 18.  AICPA included banker on the FRF for SME task force  Discussed FRF for SMEs with financial institution officials and regulators  AICPA is conducting outreach to bankers through banking associations, roundtables and conference sessions  AICPA provides toolkit for financial statement users on website  Bankers accept tax-basis and cash basis financial statements Financial Institution Acceptance
  19. 19.  Framework has undergone public comment and professional scrutiny  Relevant information  Intuitive and understandable  Consistency  Avoids excess narrative  Cost effective Benefits for financial statement users
  20. 20.  National Association of State Boards of Accountancy  Institute of Management Accountants  FAF  AICPA Controversy
  21. 21.  Statement of financial position  Statement of operations  Statement of changes in equity  Changes may also be disclosed in the notes or as part of another financial statement  Statement of cash flows  Required when both a statement of financial position and statement of operation are prepared  Presentation of only a single financial statement is allowed FRF for SMEs Financial Statements
  22. 22.  Uses the term “market value” – the amount of consideration that would be agreed upon in an arm’s length transaction between knowledgeable, willing parties who are under no compulsion to act  Market value measurement used in limited circumstances – business combinations, certain nonmonetary transactions and securities that are held for sale  Less disclosure required when compared to GAAP Fair Value
  23. 23.  Requires management assessment of whether the going concern basis of accounting is appropriate  Material uncertainties related to continuation as a going concern must be disclosed along with management’s plans to deal with these uncertainties  Currently there is no requirement in U.S. GAAP that management disclose uncertainties related to the ability to continue as a going concern. This will probably change as a result of a current FASB project Going concern
  24. 24.  No assessment of impairment for long-lived assets  Depreciated or amortized cost approach is followed  Assets no longer used are written off  GAAP requires testing for impairment upon a triggering event for all long-lived assets and annually for goodwill and indefinite-lived intangible assets  Current PCC exposure draft will simplify impairment testing for private companies Impairment
  25. 25.  No concept of comprehensive income or items of comprehensive income Other comprehensive income
  26. 26.  Framework does not contain industry-specific guidance  FRF for SMEs is not suitable for entities in industries that requires highly-specialized accounting guidance  Revenue recognition is based on broad principles- based model Industry specific guidance
  27. 27.  Policy choice to either consolidate subsidiaries or account for subsidiaries using the equity method  Subsidiary defined as an entity in which another entity owns more than 50 percent of the outstanding residual equity interests  No concept of variable interest entities Consolidation
  28. 28.  Policy choice to account for income taxes using either the taxes payable method or the deferred income taxes method  No evaluation or accrual of uncertain tax positions Income taxes
  29. 29.  Similar to current GAAP accounting for leases  Lessee classifies leases as either operating or capital leases  Lessor accounts for leases as sales type, direct financing or operating  Classification based on specific criteria  Lease accounting in FRF for SMEs very different than recent FASB exposure draft on leases Leases
  30. 30.  Interest costs related to certain items of inventories, internally-generated intangible assets and PP&E can be expensed or capitalized Interest Costs
  31. 31.  Assets and liabilities may be comprehensively revalued by means of push-down accounting when an acquirer gains control of an entity  Allows push-down accounting when more than 50% of the outstanding residual equity interests in the entity have been acquired  GAAP push-down accounting generally requires acquisition of 80% of the acquired entity  Under both GAAP and the FRF for SMEs, push-down accounting is optional Push-Down Accounting
  32. 32.  All intangible assets are considered to have a finite useful life and are amortized over the estimated useful life  Intangible assets are recorded only when controlled, generally through contractual or other legal rights  Policy decision is made to expense or capitalize expenditures for intangible assets in the development stage  Policy decision is made to expense start-up costs or capitalize and amortize over 15 years Intangible assets
  33. 33.  Amortized over the same period as that used for federal income tax purposes or, if not amortized for federal income tax purposes, then a period of 15 years  No impairment testing  GAAP does not allow for amortization and requires annual impairment testing  PCC exposure draft allows goodwill to be amortized over a period up to 10 years and simplifies impairment testing for private companies Goodwill
  34. 34.  Broad, principle-based guidance on revenue recognition  Revenue should be recognized when performance is achieved and ultimate collection is reasonably assured  For goods: Performance is achieved when the entity transfers the risks and rewards associated with the goods to a customer  For services: Performance should be determined using either the percentage of completion or completed contract method Revenue Recognition
  35. 35.  Historical cost approach  Investor that is able to exercise significant influence over an investee that is not a subsidiary follows the equity method  Market value measurement required only for investments being held for sale  Investment held for sale are securities that management is currently attempting to sell  Changes in market value are included in net income Investments, Financial Assets and Liabilities
  36. 36.  Disclosure approach  Face or contract amount  Discussion of the credit and mark risk and cash requirements  Description of objectives  Net settlement amount  Recognition at settlement (cash basis)  No hedge accounting Derivatives
  37. 37.  Disclosure only Stock-Based Compensation
  38. 38.  Policy choice to account for plans using either a current contribution payable method or one of the accrued benefit obligation methods  Under either method, disclosures are significantly reduced compared to disclosures required by GAAP Defined Benefit Plans
  39. 39.  Policy choice is made to account for an intangible asset acquired in a business combination either by separately recognizing the intangible asset as an identifiable asset or by including the value of the intangible asset in goodwill  Intangible assets are recorded only when controlled, generally through contractual or other legal rights Business Combinations
  40. 40.  Prepare an opening statement of financial position in accordance with the FRF for SMEs at the date of transition to the FRF for SMEs framework  Recognize adjustments to convert from GAAP or the previous special reporting framework directly in equity in the opening balance sheet  Disclose the amount of each adjustment at the date of transition resulting from the adoption of the FRF for SMEs Transition
  41. 41.  Reporting is same as currently followed for other special purpose frameworks  Accountants’ report identifies special purpose framework used  Example review report – last paragraph Based on our review, we are not aware of any material modifications that should be made to the accompanying financial statements in order for them to be in conformity with Financial Reporting Framework for Small-and Medium-Sized Entities, as described in Note 1. Reporting by CPAs
  42. 42.  AICPA website –  Financial Reporting Framework for Small-and Medium-Sized Entities  Toolkit for CPAs and CPA Firms  Introduction to the FRF for SMEs  Illustrative Financial Statements  Illustrations of the Application of Certain Principles and Criteria  Comparison of the FRF for SMEs to Other Bases of Accounting Resources
  43. 43.  Toolkit for CPAs and CPA Firms  Article template that can be included in client communications  Frequently Asked Questions  PowerPoint Presentation  Presentation and Disclosure Checklist  Social media blurbs and tweets  Cover letter to inform clients about availability of FRF for SMEs Resources - continued
  44. 44.  Toolkit for Small Businesses  Introduction to the FRF for SMEs  Illustrative Financial Statements  Illustrations of the Application of Certain Principles and Criteria  Template for a letter to stakeholders expressing interest in using FRF for SMEs  Comparison of the FRF for SMEs to Other Bases of Accounting  Frequently Asked Questions  PowerPoint Presentation  Presentation and Disclosure Checklist Resources - continued
  45. 45.  Toolkit for Financial Statement Users  Introduction to the FRF for SMEs  Illustrative Financial Statements  Comparison of the FRF for SMEs to Other Bases of Accounting  Frequently Asked Questions  PowerPoint Presentation  Presentation and Disclosure Checklist Resources- continued
  46. 46.  Learn more about the FRF for SMEs  Identify candidates for FRF for SMEs  Communicate with clients about FRF for SMEs  Help client understand benefits and whether this is a good fit for their business  Assist client in communicating with bankers and other users about FRF for SMEs  Assist client in preparing opening balance sheet Next Step - CPAs
  47. 47.  Learn more about FRF for SMEs  Contact CPA and discuss benefits for your business  Discuss FRF for SMEs with financial statement users  Prepare opening balance sheet Next Steps - Businesses
  48. 48. Questions
  49. 49. TOM EISEMAN, CPA Director of Assurance Practice| Tom Eiseman leads Decosimo’s assurance practice and has approximately 35 years of accounting experience. Tom has experience with clients in a variety of industries, including manufacturing, distribution, securities brokers and dealers, investment companies, oil and gas exploration, restaurants, broadcasting and not-for-profit entities. He has been involved with initial public offerings and periodic SEC filings for over 30 years. His experience includes clients with extensive international operations.