Webinar Slides: Second Quarter Accounting and Financial Reporting Issues Update

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CBIZ & MHM
Executive Education Series™
Second Quarter Accounting and
Financial Reporting Issues Update
Mark Winiarski, Mike Loritz, Bill Smith
July 2, 2018

About Us
• Together, CBIZ & MHM are a Top Ten accounting provider
• Offices in most major markets
• Tax, audit and attest and advisory services
• Over 2,900 professionals nationwide
A member of Kreston International
A global network of independent
accounting firms
MHM (Mayer Hoffman McCann P.C.) is an independent CPA firm that provides audit, review and attest services, and works closely with CBIZ, a business consulting,
tax and financial services provider. CBIZ and MHM are members of Kreston International Limited, a global network of independent accounting firms.

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Disclaimer
The information in this Executive Education Series
course is a brief summary and may not include all
the details relevant to your situation.
Please contact your service provider to further
discuss the impact on your business.

Presenters
Mike has 17 years of experience in public accounting with diversified
financial companies and other service based companies, including
banking, broker/dealer, investment companies, and other diversified
companies ranging from audits of public entities in the Fortune 100 to
small private entities.
He is a member of MHM's Professional Standards Group, providing
accounting knowledge leadership in the areas of derivative financial
instruments, financial instruments, share-based compensation, fair
value, revenue recognition and others.
913.234.1226 • mloritz@cbiz.com
MIKE LORITZ, CPA
MHM Shareholder

Presenters
Located in our Kansas City office, Mark is a member of our Professional
Standards Group (PSG). Mark's role includes instructing in our national
training program, presenting as a subject matter expert at webinars and
conferences, and preparing MHM publications on accounting and
auditing issues.
As a PSG member , Mark consults with clients and engagement teams
across the country in many areas of accounting and auditing. Mark has
served clients as an auditor, consultant and advisor in numerous
industries including manufacturing, distribution, mining, retail sales,
services and software.
913.234.1656 • mwiniarski@cbiz.com • @KCWini
MARK WINIARSKI, CPA
MHM Shareholder

Bill Smith is a managing director in the CBIZ National Tax Office. Bill
monitors federal tax legislation and consults nationally on a broad range
of foreign and domestic tax services for businesses and individuals. He is
frequently sought after by a myriad of media outlets to comment on the
changing tax environment and its effects on companies and individuals.
He has authored numerous tax articles, edits the CBIZ MHM InTouch
newsletter and federal Tax Alerts, and lectures on a broad range of tax
topics across the country.
301.961.1943 • billsmith@cbiz.com
William M. Smith, Esq.
Managing Director,
CBIZ National Tax Office
Presenters

Agenda
Current Events
02
01
03
04
Coming Soon
US Federal Tax Update
Questions

CURRENT EVENTS

Final Accounting Standards Issued - FASB
• ASU 2018-06 Codification Improvement for
Depository and Lending Institutions
• ASU 2018-07 Compensation update for Nonemployee
Share-Based Payment Accounting
• 2018-08 Not-for-Profit Entities clarification for
contributions received and made

Share-Based Payment Accounting – Non-Employees
• Objective was to simplify the accounting
• Expands the scope of ASC Topic 718 to all share-based
payments to acquire goods or services to be used in
operations
• Topic 718 continues to exclude grants awarded to:
• Obtain financing
• Sell goods or services to customers (ASC Topic 606)

Changes to Measurement Date
Current GAAP Updated GAAP
Equity-classified nonemployee share-based
payments are measured on the earlier of:
• the date at which a commitment for
performance by the counterparty is
reached, and
• the date at which the counterparty’s
performance is complete.
payment awards are measured at the grant date.
• Grant date is when the grantor and a
grantee reach a mutual understanding of
the key terms and conditions of a share-
based payment award

Changes to Measurement of Performance Conditions
Performance conditions of nonemployee share-
based payment awards are measured at the
lowest aggregate fair value
Measurement of performance conditions
incorporates the probability of satisfying the
conditions
- Measurement, not fair value

Changes to Classification Reassessment
awards are subject to Topic 815 Derivatives and
Hedging and are therefore reassessed when:
• The good has been delivered or service
rendered, and
• All other conditions have been satisfied
to earn the right to benefit
Generally awards will continue to be subject to
Topic 718 unless modified subsequent to vesting

Changes to Calculated Value
Nonemployee equity share options include
estimated expected volatility
A historical industry-sector index may be used
when it is not practicable to estimate the expected
volatility
Only applies to nonpublic entities

Nonpublic Business Entities Expedients
• Permits a onetime election to change liability-
classified nonemployee share-based payment awards
to intrinsic value
• Continue to remeasure each reporting period
• Expected term may be determined as the midpoint
between vesting date and contractual term for
nonemployee awards with service/performance
conditions
• Must use the same accounting policy for employee and
nonemployee awards

Transition and Effective Date
• Effective for years beginning after:
• Dec. 15, 2018, including interim periods, for public business
entities
• Dec. 15, 2019 for all others
• Early adoption permitted if Topic 606 is adopted
• Cumulative effect adjustment at the beginning of the year
of adoption for:
• Unsettled liability classified awards
• Equity-classified awards without an established measurement date, and
• Effects of measurements above on assets in progress that include
nonemployee share-based payment costs

ASU 2018-08 - Contributions
• This standard applies to more than not-for-profit
entities!
• All entities that make or receive contributions
• Does not apply to transfers from governmental
entities to business entities

Exchange Transaction vs Non-Exchange Transaction
• A non-exchange transaction is one where the provider
does not receive commensurate value
• Commensurate value excludes:
• Benefits provided to the general public,
• Execution of the resource providers mission
• Positive sentiment

Conditional vs Unconditional
• Contributions are conditional when:
• A right of return or release exists, and
• A barrier must be overcome
• Indicators of a barrier include:
• Measurable performance barrier
• Limitations on the conduct of an activity, or
• A stipulations relationship to the purpose of the
agreement

Simultaneous Release Policy Option
Restricted contributions may be presented as
unrestricted if the restriction is met in the same period
as the recognition of contribution revenue
• Election can be made for donor-restricted contributions
that are conditional contributions independently of
other donor-restricted contributions

Transition
• Modified prospective basis when effective applies to:
• Agreements not completed
• Agreements entered into after the effective date
• Only to the portion of revenue or expense not yet
recognized
• Retrospective basis

Effective Date
Effective for years beginning after:
• Contributions received
• June 15, 2018, including interim periods, for NFPs with issued
or conduit securities on an over-the counter market and public
business entities
• Resource providers
• Dec. 15, 2018, including interim periods, for NFPs with issued
or conduit securities on an over-the counter market and public
business entities
• Early adoption permitted

Cryptocurrency is it a Security?
SEC concluded it can be…but not always
• Likely securities:
• Tokens that provides a right to a financial interest in an
enterprise
• Not likely to be securities:
• Cryptocurrency is only used to purchase goods or
services through a network
• Speech by William H. Hinman - Director of the Division of
Corporation Finance – June 14, 2018

COMING SOON

Consolidation Guidance Being Finalized
• Project #1:
• Expansion of the PCC accounting
alternative
• Revise common control assessment
for decision maker arrangements
• Modify “related party tie breaker” test
• Project #2:
• Reorganize the consolidation guidance

Current Requirements
A qualifying private company may elect to not apply the VIE
model to leasing entities when it meets the following four
criteria:
• The lessor entity and the private company are under
common control
• The private company has a lease arrangement with the
lessor entity
• Substantially all the activity between the two entities is
related to the leasing activities between the two entities,
and
• The value of the asset leased by the private company must
be greater than any obligations, secured by the asset, that
are guaranteed or collateralized by the private company

Existing Private Company Accounting Alternative
Reporting Entity Leasing Entity
Bank
Susan Owner
Mortgage
loan
Loan
guarantee
Lease
Susan holds 100% of
equity voting rights
Susan holds 100% of

Proposed Revision
An entity can elect to scope out commonly controlled
entities from the VIE consolidation rules if:
• The reporting entity is not a public business entity
• The entity under common control is not a public
business entity

Expanded Private Company Accounting Alternative
Auto
manufacturer, Inc
Engine
manufacturer, Inc
Susan Owner
Supply
Susan holds 100% of
Susan holds 51% of

Voting Model and Common Control
The party with more than 50%
voting interest is presumed to
consolidate an entity
In a limited partnership voting
interests are evaluated as the
substantive kick-out rights held
by limited partners
Noncontrolling rights can
overcome the presumption
when they can prevent the
taking of actions in the ordinary
course of business
Common control may be determined by
applying the voting model

Evaluating Service Arrangements
The RE’s arrangement to provide decision maker or
other services to a legal entity is not a variable interest
if:
• Fee is commensurate
• The RE does not hold other significant interests in the legal
entity*
• Terms, conditions and amounts are customary (arms length)

*A proportionate share of indirect interests held by related
parties, other than employees and employee benefit plans,
and interests held under common control are treated
proportionately.
Reporting
Entity
Legal Entity
Being
Evaluated
Equity
Method
Investment
25% 40%
Reporting
Entity
Legal Entity
Being Evaluated
Sister Entity
10%
Parent Entity
Revision
10% indirect interest
(25% x 40%)

Example
Investment
Management
Company
Structured
Investment
Vehicle
Sponsor
Investment
Funding, &
Defeasance
Management
Services
Diversified
owners
Own 90% of
equity
Investment Manger may no
longer have a variable interest.
Investment
Holding Company
Own 5% of
equity
Own 10% of
equity

Collaborative Arrangements – Exposure Draft
• Align the assessment of whether a revenue
transaction exists under Topic 808 with Topic 606 by
evaluating whether a distinct good or service is
promised
• Clarifies that Topic 606 applies if the partner is a
customer
• Precludes revenue presentation unless the partner is
a customer

Revenue Recognition – Private Companies
Effective for annual periods beginning after Dec. 15,
2018…Dec. 31, 2019 financial statements

Revenue Recognition – Private Companies
Public business entities effective for annual periods
beginning after Dec. 15, 2018…Jan 1, 2019
All others effective for annual periods beginning after Dec. 15,
2019…Dec. 31, 2020 financial statements

FEDERAL TAX UPDATES

ADMINISTRATIVE

IRS Top Positions Awaiting Confirmation
• Charles P. Rettig – Commissioner (Hearing June 28)
• For 35 years, he's been with the Beverly Hills law firm
Hochman Salkin Rettig Toscher & Perez, known in the
industry as a controversy firm, i.e., one that focuses on
representing taxpayers in disputes with the IRS or state tax
agencies.
• Faced some questions by Democrats at June 28
Confirmation Hearing but unlikely to derail confirmation
• Michael J. Desmond – Chief Counsel
• California tax attorney
• Served as a trial attorney in the Tax Division at the
Department of Justice from 1995 through 2000, and from
2005 through 2008 he served as tax legislative counsel at
Treasury’s Office of Tax Policy

LEGISLATIVE

Tax Reform Phase II - Optimism
• The White House and Republican lawmakers are continuing
discussions focused on a second round of tax reform, according
to President Trump’s top economic advisor. National Economic
Council Director Lawrence Kudlow said in an April 5 interview
that Trump and House Ways and Means Committee Chairman
Kevin Brady (R-Tex) spoke earlier in the week again about a
"phase two" of tax reform
• President Trump announced that he and House Republicans are
very serious about working on a “phase-two” of tax reform.
Trump quipped that Brady is the "king of tax cuts."
• Phase two of tax reform would likely include making
permanent full expensing for business investments and
individual tax cuts
• "I think you get more bang for the buck on these tax cuts if you
do make it permanent," Kudlow said recently.

Tax Reform Phase II - Optimism
• The House will approve a "phase two" tax reform package
before November, House leadership has predicted.
• House Majority Leader Kevin McCarthy (R-Cal) said in a
May 30 interview that the House will advance the "phase
two" package before midterm elections in November.
• "Yes, we will do phase two; it will make permanent the
individual rates," McCarthy said.
• A "phase two" tax reform outline could be unveiled by
House GOP tax writers by August. Republicans have
started to increase their tax meetings related to the effort,
House Ways and Means Committee Chairman Kevin Brady
(R-Tex) told reporters on June 13
• Brady told reporters he expects to see a legislative
package outlined before the House’s August recess.

Tax Reform Phase II - Pessimism
• House Minority Leader Nancy Pelosi (D-Cal), criticized the new tax law in a
March 15 news conference for "giving 83 percent of the benefits to the top
1 percent, ultimately raising taxes for 86 million middle-class families while
contending that it's a middleclass tax cut.“
• Senate Minority Leader Charles E. Schumer (D-NY) has said Democrats
would be reluctant to work with Republicans in making any fixes to the new
tax law unless Republicans would be willing to address Democrats’
concerns with the law, as well. "We don't have much of an inclination,
unless they want to open up other parts of the tax bill that we think need
changes, to just help them clean up the mess they made,“ Schumer said.
• Any new tax legislation introduced without a budget resolution as a
legislative vehicle, which previously allowed for the TCJA’s approval with a
simple GOP majority under the Senate’s reconciliation process, would need
Democratic support.
• The prospects seem "highly unlikely," according to Lily Batchelder, law
professor at New York University School of Law, adding that she does not
see "Democrats signing on for revenue losing changes."

Tax Reform Phase II – Renewed Optimism
• The House Budget Committee has approved a tool
that Republicans could use for tax reform phase two.
A fiscal year (FY) 2019 budget resolution cleared the
committee on June 21 by a 21-to-13 vote.
• A budget resolution, if approved by both chambers,
would allow Congressional Republicans to approve tax
reform phase two without Democratic support, like
the TCJA.
• The resolution could be used as the legislative vehicle
for a tax bill to be approved under the reconciliation
process with a simple GOP majority.

The “Grain Glitch” Background: Qualified Business Income
• The TCJA created a new 20 percent deduction against
qualifying business income received from a
partnership, S corporation, or sole proprietorship
• Results in effective rate of 29.6 percent for individuals
in maximum 37 percent bracket
• Subject to limitations based upon income, wages and
qualifying property
• Deduction is not available for a C corporation
• Deduction is available to individuals, trusts, and estates
• The new deduction is scheduled to expire after 2025

Qualified Business Income Deduction – The “Grain Glitch”
• The TCJA created an unintended benefit for
businesses structured as cooperatives (agricultural
and horticultural businesses often use this structure)
• Dividends received from cooperatives were eligible for
the 20 percent deduction
• The amount of dividends received from a cooperative
generally tracked with the amount of a taxpayer’s gross
sales made by the cooperative on the taxpayer’s behalf
• This dynamic allowed business conducted through a
cooperative to be eligible for the 20 percent deduction
based on the gross sales, whereas traditional
businesses must compute the 20 percent deduction
based on the net amount of qualified business income

• Furthermore, the 20 percent deduction on
cooperative dividends was not subject to any of the
limitations that apply to all other businesses
• W-2 wages or wages-plus-property limitation did not
apply
• Specified service trade or business limitation did not
apply
• 20 percent deduction limited to 100 percent of an
individual’s adjusted taxable income, instead of 20
percent of an individual’s adjusted taxable income

• Taking it another step, the TCJA did not limit this
treatment for cooperative dividends to amounts
received from agricultural or horticultural
cooperatives
• Many planners noted that traditional businesses could
restructure sales activity through a cooperative, which
would take advantage of the irregularity in the law
concerning the calculation on gross sales
• Planners also noted that specified service trades or
businesses that are not eligible for the deduction could
restructure sales activity through a cooperative, to
circumvent this limitation

• Recognizing these problems, technical corrections
legislation was signed into law on March 23 as part of the
government spending bill known as the Consolidated
Appropriations Act, 2018 (CAA)
• The TCJA provisions pertaining to the 20 percent
deduction for gross cooperative dividends were repealed
• The CAA instead provides generally that the net income
attributable to business conducted by agricultural or
horticultural cooperatives are eligible for a 9 percent
deduction
• This 9 percent deduction is subject to W-2 wage limitations
• The cooperative can choose to either claim the 9 percent
deduction itself, or allocate it out to its patrons

• Because the CAA repealed the ability for individuals to
claim a deduction against cooperative dividends,
except where a deduction is allocated to individuals
(patrons) from the cooperative, the CAA removes the
unintended incentive for agricultural and horticultural
businesses to sell through cooperatives versus other
private businesses
• The CAA law change also removed the ability for
planners to circumvent the specified service trade or
business limitation, by limiting the deduction for
cooperatives to agricultural or horticultural
businesses

Technical Corrections for Partnership Audit Rules
• The CAA legislation also provided technical corrections to
the new partnership audit rules
• The new partnership audit rules were created in 2015
under the Bipartisan Budget Act (BBA), but several
provisions were regarded as unclear or unfair
• Technical corrections legislation was first introduced in
2016, but that proposed bill never passed
• The IRS published several sets of proposed regulations in
2017, but without Congressional action these regulations
were limited in the ability to fully address the concerns that
were the subject of the 2016 proposed legislation
• The CAA technical corrections resolve many of these issues,
while raising some important planning considerations

• As background, the new partnership audit rules are
effective for tax years beginning after Dec. 31, 2017,
and operate generally in the following manner:
• By default, the partnership is liable for tax resulting
from adjustments discovered during an IRS exam
• Several options are provided to shift the tax payment
responsibility back onto the partners
• The tax consequences of certain choices in many cases
will favor certain partners while costing others,
potentially leading to adversarial situations and
conflicts of interest

• The alternatives to the default rule generally consist of the
following:
• Amended return option – some or all partners can amend their
own tax returns to report and pay their shares of the
partnership’s examination adjustments, and to this extent the
partnership is not liable for tax on examination adjustments
• Notwithstanding a requirement in the partnership/LLC agreement,
partners are not obligated to amend, even if the partnership or other
partners prefer that they amend
• Tax rate modification – the partnership can supply data to the IRS
about the tax status of its partners, which can be used to reduce
the amount of tax the partnership owes on examination
adjustments
• Push-out election – similar result as the amended return option,
except all partners are affected, and the partners have no choice
once the partnership representative makes the election

• Regarding the push-out election, its was uncertain
under the BBA whether the partnership could push
out partnership adjustments through tiers of
ownership (other partnerships or S corporations as
partners)
• After some hesitation, the IRS proposed a procedure
to permit push-out adjustments through all tiers of
ownership
• However, the BBA did not permit adjustments favorable
to taxpayers to be captured by partners subject to a
push-out election, at any tier

• The CAA officially conforms to the IRS proposed
procedure for allowing push-out adjustments through
all tiers of ownership
• Partners that are partnerships or S corporations must
file a tracking report to specify information pertaining
to its subsequent push-out; the tracking report is due
at the time of the partnership’s tax return due date
(including extensions) for the year during which the
notice of final partnership adjustment is mailed
• The CAA goes one step further in rectifying a
provision of the BBA that was regarded as unfair with
respect to push-out adjustments, in that the
“increases only” rule was eliminated

• The BBA originally required that only increases
(taxpayer unfavorable) adjustments could be taken
into account under a push-out election
• Because the CAA removed this restriction, taxpayers
now can take into account decreases as well
• Resolves major problems possible under the BBA,
particularly where adjustments from one year have
effects on subsequent years

• Other technical corrections to the partnership audit
rules made by the CAA include:
• Broadening of the rules’ scope to include any item or
amount with respect to the partnership that is relevant
in determining the income tax liability of any person
(the scope of the BBA was limited to income, gain, loss,
deduction, or credit)
• When examination adjustments cannot be netted
because they are of a different character, clarification
that partnership loss that could be subject to passive
loss rules is a type that cannot offset other ordinary
income items

• Other technical corrections to the partnership audit
rules made by the CAA include:
• The various alternatives to the default rule are available
even when no portion of examination adjustments
result in a tax payment (the BBA required that at least
some portion result in a tax payment)
• Another alternative to the default rule is provided,
called the “pull-in procedure”
• Similar to amended return option, except no returns are
filed, and there are no corollary effects of the
adjustments on other tax years for the partners (except
for adjustments to their tax attributes, such as basis)

• The technical corrections to the partnership audit rules
made by the CAA also clarify that a partner remains liable
for self-employment tax and net investment income tax
that results as a consequence of the partnership’s audit
adjustments
• This clarification removes an incentive to use the default
rule, in situations where partners desired to be
“undisturbed” and allow the partnership to settle income
taxes owed at the entity level
• Because these other taxes are still due, partners apparently
will be required to amend tax returns solely for the purpose
of paying these other taxes; hence they will not be
undisturbed in the manner previously described

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QUESTIONS

If You Enjoyed This Webinar…
Upcoming Courses:
• 8/14: Eye on Washington – Quarterly Business Tax Update, Q2 2018
• 9/25: Adoption of the New Leasing Standard
• 9/29: Revenue Recognition for Not-for-Profit Organizations
• 10/2: Third Quarter Accounting and Financial Reporting Issues Update
Recent Publications:
• Online Retailers Reeling as Supreme Court Overturns Quill in Landmark Sales Tax
Ruling
• Guidance Issued Regarding Contributions Made and Received
• Changes Coming to Consolidation Guidance
• SEC Focus on the New Revenue Standard

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