FASB, PCC Finalize Framework for Determining Private Company GAAP Exceptions
February 27, 2014
The Financial Accounting Standards Board (FASB) and the Private Company Council (PCC) released new guidance on Dec. 23 that will steer their decisions related to reducing the complexity and costs of preparing financial statements for private companies that follow Generally Accepted Accounting Principles (GAAP).
Private Company Decision-Making Framework: A Guide for Evaluating Financial Accounting and Reporting for Private Companies (known informally as “the Guide”) will be used to determine whether private companies should be allowed alternative standards in the areas of recognition and measurement, disclosures, display/presentation, effective date and transition method. For each of these areas, the Guide describes criteria FASB and the PCC will use to evaluate whether to permit alternative guidance.
On the same day the Guide was released, FASB issued Accounting Standards Update (ASU) 2013-12, Definition of a Public Business Entity: An Addition to the Master Glossary. The definition provided in the ASU will be used to determine the scope of new accounting and reporting standards and identify the types of companies excluded from the scope of the Guide.
Are you public or private?
The amendments in ASU 2013-12 address concerns stakeholders have voiced about the inconsistency and complications caused by having multiple definitions of “nonpublic entity” and “public entity” within GAAP. According to the amendments, a business entity will be considered public only if it meets one of the following criteria:
• It files or is required to file or furnish financial statements with the U.S. Securities and Exchange Commission (SEC), including voluntary filers.
• It’s required by the Securities Exchange Act of 1934 or related rules or regulations to file financial statements with or furnish them to a foreign or domestic regulatory agency other than the SEC.
• It’s required to file financial statements with or furnish them to a foreign or domestic regulatory agency in preparation for the sale of — or for purposes of issuing — securities that aren’t subject to contractual restrictions on transfer.
• It’s a conduit bond obligor or its securities are traded, listed or quoted on an exchange or an over-the-counter market.
• Its securities aren’t subject to contractual restrictions on transfer, and it’s required by law, contract or regulation to prepare GAAP financial statements, including footnotes, and make them publicly available on a periodic basis (for example, interim or annual periods).
Notably, an entity that meets the definition of a public entity solely because its financial statements or information is included in another entity’s SEC filing (for example, a consolidated subsidiary) is only a public entity for purposes of the financial statements filed with or furnished to the SEC. In other words, it would be eligible for potential GAAP alternatives for its standalone financial statements.
But even when an entity falls within the Guide’s scope by virtue of not being a public entity, it may not necessarily be allowed to apply all financial accounting and reporting alternatives. FASB and the PCC will consider factors such as user needs on a standard-by-standard basis when determining which business entities within the scope of the Guide will be eligible to apply GAAP alternatives. In addition, whether an entity may apply permitted GAAP alternatives ultimately may be determined by regulators, lenders and other creditors, or other financial statement users that require GAAP financial statements.
5 factors differentiating user needs
The Guide identifies five factors that may differentiate private company and public company financial statement user needs and makes observations about the factors’ implications for financial reporting:
1. Number of primary users and access to management. The types of primary users of private and public company financial statements don’t vary significantly, but private companies often have fewer financial statement users and these users may have greater influence on financial statement preparers. As a result, these users can usually obtain financial information throughout the year without needing interim financial statements.
Disclosures in private company financial statements, therefore, may need to provide only the information necessary to enable users to ask management follow-up questions that would fulfill their information needs. When it comes to recognition and measurement, though, access to management should have no effects on whether GAAP should include alternatives for private companies, but it can be a factor in evaluating potential alternatives for private companies within GAAP.
2. Investment strategies of primary users. Because users of private company financial statements have little or no access to public markets to exit their investments, they may have a greater focus on cash that can be realized, such as dividends and interest, repayment of principal, and business combinations. These users may focus on cash-adjusted earnings from operations — for example, earnings before interest, taxes, depreciation and amortization (EBITDA) — with some additional noncash adjustments. So private company investors may be more interested in accounting guidance that affects cash amounts or probable future cash flows or that produces volatility in reported earnings and asset and liability values.
3. Ownership and capital structure. Many private companies are structured as pass-through entities that aren’t subject to income tax. Further, private companies often have multiple entities under common ownership that result in transactions with related parties, as well as guarantees and cross-collateral arrangements with lenders. Such differences from public companies could provide a basis for requiring different information about related-party transactions — less or more — from private companies and in evaluating the applicability and consequences of accounting guidance for income taxes, consolidation and equity.
4. Accounting resources. The majority of private companies that prepare GAAP financial statements are small and have fewer accounting resources, including less influence on standard setting, than public companies. So FASB and the PCC should consider these resource constraints when developing effective date and transition guidance.
5. Education on new financial guidance. Preparers of private company financial statements typically receive education updates in the second half of the calendar year, whereas preparers of public company financial statements commonly learn about new guidance continually throughout the year. Deferred effective dates help ensure that private company preparers receive proper notification and training. They also provide users of private company financial statements with additional time to learn about new guidance and better assess how the change will affect the financial statements.
The Guide vs. the AICPA SME framework
In 2013, the American Institute of Certified Public Accountants (AICPA) announced a new option for small business financial reporting, known as the “Financial Reporting Framework for Small- and Medium-Sized Entities” (SME framework). Unlike the Guide, the SME framework is designed for smaller, privately held, owner-managed businesses whose financial statement users don’t require them to follow GAAP.
The SME framework is intended to help these businesses clearly and concisely report what they own, what they owe and their cash flow. The AICPA has stated that its framework complements the PCC’s efforts to modify GAAP for private companies.
The new definition of a public entity has no stated effective date but will be effective with the first ASUs that use the definition. These are expected to be the final ASUs on the first two PCC alternatives on accounting for goodwill and the simplified hedge accounting approach for certain interest rate swaps. The two ASUs are currently scheduled for release in January 2014.
If you have questions regarding how the FASB and PCC guidance affects how you prepare your financial statements, please give us a call at 404-874-6244. We’d be happy to answer your questions.
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