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1 Welcome PrimeGlobal January 5, 2015 Loscalzo s FASB Updates 2012 Template for PowerPoint Slides Stacey Painter, CPA President, Loscalzo Associates A SmartPros Ltd. Company (732)

2 BIOGRAPHICAL SKETCH OF STACEY PAINTER, CPA Stacey Painter (nee Tedeschi), CPA, licensed in Wisconsin, is the President of LOSCALZO ASSOCIATES, LTD., a wholly-owned subsidiary of SmartPros Ltd., and has been providing technical training to audiences across the country on subjects ranging from International Financial Reporting Standards (IFRS) and related FASB/IASB joint projects, to regulatory reform and the Dodd-Frank Act. Her passion, enthusiasm, energy and the ability to speak to all levels of professionals has made her a sought-after speaker. Stacey has over 20 years of experience in both the public and private industry. Before pursuing her passion for training and development full time, Stacey spent 14 years with Resources Global Professionals. Most recently Stacey was the Managing Director of Accounting and Finance Services working with the firm s U.S. offices in developing go-to market strategies around accounting initiatives, as well as providing technical training onsite at clients around the country. Prior to joining Resources, Stacey was the Corporate Controller of a publicly-traded manufacturer of golf equipment Square Two Golf. In this capacity, she was responsible for all aspects of accounting, financial reporting (SEC), planning and budgeting as well as Human Resources and Internal Control. Stacey began her career and spent 6 years at Deloitte & Touche specializing in middle market manufacturing. Stacey received her Bachelors in Accounting from Pace University in New York. 1

3 Introduction Introduction of Private Company Council Accounting Standard Updates (ASUs) issued in April 2013 thru November 2014 Focus on universal issues SSARS 21 2

4 Private Company Council 3

5 Establishment of the Private Company Council (PCC) History and background "Big GAAP Little GAAP" Private Company Financial Reporting Committee was formed in 2007 FASB added staff devoted to private company concerns Blue-Ribbon Panel was established by the AICPA, FAF and NASBA 4

6 Establishment of the Private Company Council (PCC) "Report to the Board of Trustees of the Financial Accounting Foundation" There are urgent and growing systemic problems Corrective action should focus on enhancements that would retain comparability A separate, autonomous, private company standards board should be established A "differential framework" for private GAAP should be developed 5

7 Establishment of the Private Company Council (PCC) FAF endorsed the idea of a differential framework but rejected the recommendation to establish a separate board The primary responsibilities of the PCC are: Propose exceptions and modifications to existing U.S. GAAP for private entities Exist as the primary advisory body to FASB on active FASB agenda issues Process of endorsement 6

8 Private Company Decision-Making Framework Establishes guidelines to identify which GAAP standards should be modified, as well as how they should be modified Identifies five "significant differential factors": 1. The types and number of financial statement users and their access to management 2. Investment strategies of primary users 3. Ownership and capital structure 4. Accounting resources 5. Learning about new financial reporting guidance 7

9 FASB Update 8

10 ASU Liquidation Basis of Accounting Part one of FASB Going Concern Project Addresses lack of guidance on when and how to apply liquidation basis Even when substantial doubt exists, explanatory language in report states financial statements do not contain adjustments necessary if going out of business As such, liquidation basis is only appropriate when there is no intent to continue 9

11 ASU Liquidation Basis of Accounting Apply when liquidation is imminent A plan for liquidation is approved A plan for liquidation is being imposed by outside parties Normally net realizable value Effective for entities that determine liquidation is imminent during annual reporting periods beginning after December 15,

12 ASU Investment Companies Develops a consistent approach to determine if an entity is an investment company Provides comprehensive guidance for assessing whether an entity is an investment company Required characteristics Typical characteristics Reassessment may result in application or discontinuance of investment company status Effective for fiscal years beginning after December 15,

13 ASU Deferral of Effective Date for Certain Fair Value Disclosures Defer indefinitely the effective date of certain required disclosures Of quantitative information about the significant unobservable inputs used in Level 3 fair value measurements For investments held by a nonpublic employee benefit plan in its plan sponsor's own nonpublic entity equity securities Effective upon issuance 12

14 ASU Inclusion of the Fed Funds Effective Swap Rate as a Benchmark Interest Rate Permits the use of the Fed Funds Effective Swap Rate as an acceptable U.S. benchmark interest rate for hedge accounting purposes Effective prospectively for qualifying new or redesignated hedging relationships entered into on or after July 17,

15 ASU Presentation of Unrecognized Tax Benefits This ASU requires a partially or wholly unrecognized tax benefit to be presented in the financial statements as a reduction to a deferred tax asset Assumes a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists If a deferred tax asset is not available, the unrecognized tax benefit should be presented as a liability in the financial statements Effective for nonpublic entities for fiscal years beginning after December 15,

16 ASU , Definition of a Public Business Entity (An Addition to the Master Glossary) Objective: To determine which entities fall within the scope of the Private Company Decision-Making Framework Overrides the multiple definitions of "public entity" and "nonpublic entity" An entity that does not fall under this definition will be allowed to apply alternatives 15

17 ASU , Definition of a Public Business Entity (An Addition to the Master Glossary) The new definition a public business entity is one that: Files statements Issues securities with no restrictions on transfer Has (or is a conduit bond obligor for) securities that trade on an exchange Neither a not-for-profit entity nor an employee benefit plan is considered to be a public business entity under this definition 16

18 ASU , Definition of a Public Business Entity (An Addition to the Master Glossary) Additional considerations FASB will evaluate the possibility of extending future GAAP alternatives There is no stipulated effective date for this definition There are some potential complications for not-for-profit entities that are conduit debt obligors "Old" definitions are not deleted 17

19 ASU , Accounting for Investments in Qualified Affordable Housing Projects (ASC 323, Investments Equity Method and Joint Ventures) Deals with accounting for investment in low income housing Represents an indirect tax subsidy in the format of tax credits and tax deductions General rules are located in investments in real estate Allows special treatment thru election of effective yield method if specific criteria are met. Requirements are difficult to meet FASB revised criteria and changed special treatment to proportional amortization method Effective for public in fiscal years beginning after December 15, One year delay for all other/ 18

20 ASU : Accounting for Goodwill (PCC Alternative) Provides a simplified alternative for private companies' accounting for goodwill subsequent to initial recognition Background Previous PCC project findings from the FASB's outreach The benefits do not outweigh the costs Most users generally disregard goodwill Requirements for impairment testing are too costly and complex 19

21 ASU : Accounting for Goodwill Provisions recognition and measurement Amortization straight-line basis over 10 years or less Impairment performed only if a triggering event occurs Perform the impairment test at either the reporting unit level or the entity level Retains the option to perform a qualitative analysis first Eliminates "Step 2" in the current method Retains the requirement that other assets be tested for impairment before goodwill 20

22 ASU : Accounting for Goodwill Effective date and transition Prospectively for new goodwill recognized in annual periods beginning after December 15, 2014 and interim periods within annual periods beginning after December 15, 2015 Goodwill already on the books will be amortized prospectively on a straight-line basis over 10 years 21

23 : Accounting for Certain Receive-Variable, Pay-Fixed Interest Rate Swaps (PCC Alternative) Provides a simplified accounting treatment for certain private entities with "plain vanilla" interest rate swaps Background For many private companies, "plain vanilla" swaps are the only derivatives they use, and are designated as cash flow hedges 22

24 : Accounting for Certain Receive-Variable, Pay-Fixed Interest Rate Swaps Rules are very complicated to apply and most private companies are unaware of them The PCC identified this situation as one it should review, but only as it relates to this particular derivative instrument Originally, the proposal included two alternatives 23

25 : Accounting for Certain Receive-Variable, Pay-Fixed Interest Rate Swaps Conditions for using the simplified hedge accounting approach The reporting entity is not a public company, a not-for-profit, an employee benefit plan, or a financial institution Applies only to swaps that are used to convert variable-rate borrowing to fixedrate borrowing, known as "receivevariable, pay-fixed" swaps 24

26 : Accounting for Certain Receive-Variable, Pay-Fixed Interest Rate Swaps Permits assumption of no ineffectiveness Use settlement value instead of fair value if: Same index and reset period Typical terms The repricing and settlement dates for both are the same, or differ by no more than a few days The swap's fair value at inception is at or near zero The amount of borrowing covered is the same as, or less than, the principal amount of the debt All interest payments during the term of the swap are designated as hedged 25

27 : Accounting for Certain Receive-Variable, Pay-Fixed Interest Rate Swaps Effects of this alternative on other GAAP requirements Required documentation for hedge accounting How use of settlement value affects fair value considerations Expands the scope of the exemption from having to disclose fair value information where practicable for all financial assets and liabilities not carried at fair value on the balance sheet 26

28 : Accounting for Certain Receive-Variable, Pay-Fixed Interest Rate Swaps Effective date and transition Effective for annual periods beginning after December 15, 2014, and interim periods within years beginning after December 15, 2015 Two permissible approaches to adopt: 1. Modified retrospective approach 2. Full retrospective approach 27

29 ASU , Receivables Troubled Debt Restructurings by Creditors Eliminates diversity in practice by providing a clear definition of in-substance repossession or foreclosure When to derecognize receivable and recognize real estate property In-Substance Repossession or Foreclosure has occurred when either Creditor obtains legal title on completion of foreclosure Borrower conveys all interests to satisfy Effective: Public beginning after December 15, All others for annual periods after December 15,

30 ASU , Service Concession Arrangements (ASC 853) To clarify that these arrangements should not be accounted for as leases Requirements The service concession arrangement should not be accounted for as a lease The infrastructure assets should not be recognized as property, plant, and equipment by the operating entity Effective date and transition Public entities must apply this standard for annual periods (and interim periods within such years) beginning after December 15, 2014 Other entities must adopt for annual periods beginning after December 15, 2014, and interim periods within years beginning after December 15,

31 ASU , Technical Corrections and Improvements Related to Glossary Terms Objective to make numerous, minor technical changes to the Codification's Master Glossary 30

32 : Applying Variable Interest Entity Guidance to Common Control Leasing Arrangements (PCC Alternative) Exempts private entities from the requirement to consolidate certain variable interest entities (VIEs) Background Consolidation rules for VIEs have placed undue burdens on private entities Many private entities were unwilling to consolidate The PCC decided the private company lessee can elect an alternative and not apply VIE guidance to the lessor entity, under certain conditions 31

33 : Applying Variable Interest Entity Guidance to Common Control Leasing Arrangements Criteria for applying the alternative The private company lessee and lessor must be under common control There must be a leasing arrangement between the entities Substantially all of the activity between the entities must be related to the leasing activity Any obligation of the lessor that is guaranteed or collateralized by the lessee could be adequately collateralized by the leased assets of the lessor entity 32

34 : Applying Variable Interest Entity Guidance to Common Control Leasing Arrangements Accounting and disclosure requirements if alternative used Electing the alternative If a private company elects this alternative for one lessor meeting the criteria, it must elect it for all leasing entities that meet the criteria First annual period beginning after December 15, 2014, and for interim periods within annual periods beginning after December 15,

35 ASU , Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity Revises criteria for discontinued operations to make it more restrictive and improve related disclosures Current GAAP The cash flows and operations relating to a component of the business have been or will be eliminated The entity will have no significant continuing involvement in the component's operations after the disposal 34

36 ASU , Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity New definition of discontinued operation May involve a component of an entity, a group of components, a business, or nonprofit activity Represents a strategic shift that has (or will have) a major effect on an entity's operations and any of the following have occurred: The component(s) meet the criteria for classification as "held for sale" The component(s) has/have been sold The component(s) has/have been disposed of in a transaction other than a sale 35

37 ASU , Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity Definitions Strategic shift examples: Disposal of a major geographic area Disposal of a major line of business Disposal of a major equity method investment Disposal of other "major parts of an entity" 36

38 ASU , Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity Effective date and transition Public entities: annual periods and interim periods within those years beginning on or after 12/15/14 For all other entities: for annual periods beginning on or after 12/15/14, and interim periods beginning on or after 12/15/15 Adoption is accomplished prospectively 37

39 ASU , Revenue From Contracts with Customers (Topic 606) Complete overhaul of revenue recognition standards Replaces all industry, transactional and contract specific guidance Implements a 5-step process Effective: Public: 2017, Private 2018 Covered in separate session of program 38

40 ASU , Development Stage Entities Project was originally undertaken by the Private Company Council Presentation of financial statements includes current period as well as inception to date losses Currently offered an exception to consolidation accounting under certain situations 39

41 ASU , Development Stage Entities Proposed Provisions Effectively removes all incremental financial reporting requirements Removes Topic 915 from the FASB Accounting Standard Codification In addition: Removes the exception that is provided to development stage entities in Consolidations Adds an example disclosure in Risk and Uncertainties 40

42 ASU , Development Stage Entities Effective Date Public business entities: Topic 915 presentation and disclosure requirements will no longer be required starting with the first annual period beginning after December 15, 2014, including interim periods therein Topic 810 elimination exception and consolidation consideration are effective for annual reporting periods beginning after December 15, 2015, including interim periods therein 41

43 ASU , Development Stage Entities All other: Topic 915 presentation and disclosure requirements will no longer be required starting with the first annual period beginning after December 15, 2014, and for interim periods within subsequent annual periods Topic 810 elimination exception and consolidation consideration are effective for annual reporting periods beginning after December 15, 2016, including interim periods within subsequent annual periods 42

44 ASU , Transfers and Servicing (Topic 860): Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures Improves the financial reporting of repurchase agreements Current U.S. GAAP distinguishes between two types: 1. Those that settle at the same time as the maturity of the transferred financial asset accounted for as a sale with a forward contract 2. Those that settle any time before maturity accounted for as secured borrowings 43

45 ASU , Transfers and Servicing (Topic 860): Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures Updated Standard The new guidance requires two accounting changes: The accounting for repurchase-to-maturity transactions will now be changed to secured borrowing accounting Separate accounting for a transfer of a financial asset executed with a repurchase agreement with the same counterparty resulting in secured borrowing accounting for the repurchase agreement 44

46 ASU , Transfers and Servicing (Topic 860): Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures Effective Date Accounting changes: Public companies: The first interim or annual period beginning after December 15, Early application prohibited Private and not-for-profit: Annual reporting periods beginning after December 15, 2014, and interim periods beginning after December 15,

47 ASU , Stock-Based Compensation Provides explicit guidance on how to account for share-based payments that require a specific performance target to be achieved in order for employees to become eligible to vest in the awards In some cases, the terms of the award may allow meeting the target after the employee completes a required service period Current GAAP does not provide guidance for this type of award 46

48 ASU , Stock-Based Compensation Updated Standard A performance target that affects the vesting and that could be achieved after the requisite service period be treated as a performance condition The performance target should not be reflected in estimating the grant-date fair value Compensation cost should be recognized in the period in which it becomes probable that the target will be achieved 47

49 ASU , Stock-Based Compensation Effective Date All entities: For annual periods and interim periods within those annual periods beginning after December 15, Early adoption is permitted and can be applied either (a) prospectively to all awards granted or modified after the effective date, or (b) retrospectively to all awards with targets outstanding as of the beginning of the earliest annual period presented 48

50 ASU : Consolidations (Collateralized Financing Entity CFE) Eliminates diversity in practice in how to account for fair value differences of CFE financial assets and liabilities Establishes a measurement alternative to Fair Value CFE may measure both financial assets and liabilities using the more observable of the fair value of either Alternative requires all of the CFE s financial assets and liabilities be measured at fair value thru net income Effective: Public: beginning after December 15, All others: fiscal years ended after December 15,

51 ASU : Receivables Certain Government-Guaranteed Mortgage Loans Part 2 of ASU to reduce diversity in practice Establishes how to classify and measure foreclosed mortgage loans that are guaranteed under government programs Upon foreclosure, creditor will reclassify previously existing loan to a separate other receivable from guarantor Measurement would be at the amount of the guarantee expected Effective: Public: periods beginning after December 15, All other: Annual periods ending after December 15,

52 ASU : Going Concern Reduce diversity in the timing and content of footnote disclosures Provides guidance about management s responsibility of evaluation Conditions or events that raise substantial doubt Within one year after the date the financial statements are issued or available to be issued Considerations based on relevant conditions and events that are known and reasonably knowable 51

53 ASU : Going Concern Substantial doubt exists when relevant conditions and events indicate that it is probable that the entity will be unable to meet its obligations When management identifies conditions or events that raise substantial doubt consider mitigating plans 52

54 ASU : Going Concern When management identifies conditions or events that raise substantial doubt but that substantial doubt is alleviated, the following should be disclosed: Principal conditions or events that raised substantial doubt Management s evaluation of the significance of those conditions or events in relation to the entity s ability to meet its obligations Management s plans that alleviated substantial doubt 53

55 ASU : Going Concern When management identifies conditions or events that raise substantial doubt that is not alleviated, the following should be disclosed: A statement indicating that there is substantial doubt about the entity s ability to continue as a going concern within one year after the date that the financial statements are issued or available to be issued 54

56 Effective Date: ASU Effective for the annual period ending after December 15, Early application is permitted 55

57 SSARS 21 56

58 Changes to Practice Driven by SSARS clarity project Revises the standards for reviews and compilations Adds engagements to prepare financial statements Attempts to make guidance easier to apply Supersedes all exiting AR section with the exception of compilation of pro forma financial information 57

59 ARSC Clarity Project Drafting Conventions Used in the ARSC Clarity Project: Objectives Definition of terms Requirements Application Formatting techniques Use of bullets 58

60 SSARS No. 21 AR Section 60 General Principles for Engagements Performed Under SSARS AR Section 70 Preparation of Financial Statements AR Section 80 Compilation Engagements AR Section 90 Review of Financial Statements 59

61 AR Section 60 Framework for Performing and Reporting on Compilation and Review Engagements Provides guidance and requirements related to: Ethics Client acceptance and continuance Professional judgment Procedures Documentation 60

62 AR Section 70 Preparation of Financial Statements Objective: Prepare financial statements pursuant to a specific financial reporting framework 61

63 AR Section 70 Preparation of Financial Statements NEW CONCEPT Applies when the accountant is engaged to prepare financial statements BUT NOT ENGAGED TO PERFORM AN AUDIT, REVIEW OR COMPILATION Does not apply when the accountant has been engaged to merely assist in preparing financial statements or when the accountant prepares financial statements as a byproduct of another engagement 62

64 AR Section 70 Preparation of Financial Statements Judgment will be needed in determining when the accountant is engaged to prepare financial statements Does not apply when financial statements are prepared in the following circumstances: Submission to taxing authorities Written personal financial plans Litigation services involving legal or regulatory proceedings Business valuation services 63

65 Can be with or without disclosures AR Section 70 Preparation of Financial Statements Disclose the omission Know departures from the reporting framework disclosed Disclose a special purpose framework (OCBOA) Independence is not required to be considered Requires an engagement letter that must be signed by both parties 64

66 AR Section 70 Preparation of Financial Statements No report attached Each page must have a legend no assurance is provided 65

67 Disclaimer The accompanying financial statements of ABC Company as of and for the year ended December 31, 20xx, were not subjected to an audit, review or compilation engagement by us and accordingly, we do not express an opinion, a conclusion nor provide any assurance on them Signature of Firm City and State Date 66

68 AR Section 80 Compilation Engagements Objective: Apply accounting and financial reporting expertise to assist management in the presentation of financial statements and report in accordance with the standards without undertaking to obtain or provide any assurance that there are not material modifications that should be made to the financial statements in order for them to be in accordance with the applicable financial reporting framework. 67

69 AR Section 80 Compilation Engagements Applies when engaged to report on compiled financial statements Same independence requirement from SSARS 19 Can be with or without disclosures Requires an engagement letter signed by both parties Disclosure of departures from framework Disclosure of special purpose framework (OCBOA) 68

70 AR Section 80 Compilation Similar to SSARS 19 Engagements Engagement acceptance The accountant s knowledge and understanding of the entity s financial reporting framework Compilation procedures Documentation requirements 69

71 AR Section 80 Compilation Engagements Differences from SSARS 19 Report is required Shorter, basic one paragraph 70

72 Accountant s Compilation Report Management is responsible for the accompanying financial statements of ABC Company, which comprise the balance sheets as of December 31, 2014 and the related statements of income, changes in stockholder's equity, and cash flows for the years then ended, and the related notes to the financial statements in accordance with accounting principles generally accepts in the united states of America. We have performed a compilation engagement in accordance with Statements on Standards for Accounting and Review Services promulgated by the Accounting and Review Services Committee of the AICPA. We did not audit or review the financial statements nor were we required to perform any procedures to verify the accuracy or completeness of the information provided by management. Accordingly, we do not express an opinion, a conclusion nor provide any form of assurance on these financial statements. 71

73 AR Section 80 Compilation Engagements Additional paragraphs to be considered: Information presented for supplementary analysis purposes that accompanies financial statements and the accountant s compilation report Omission by management of disclosures Lack of independence Special purpose framework (OCBOA) Departures from financial reporting framework 72

74 AR Section 90 Review of Financial Statements Objective: Obtain limited assurance as a basis for reporting whether the accountant is aware of any material modifications that should be made to the financial statements for them to be in accordance with the applicable financial reporting framework primarily through the performance of inquiry and analytical procedures. 73

75 Engagement acceptance Professional judgment Understanding the industry and knowledge of the entity Designing and performing review procedures AR Section 90 Review of Financial Statements Inquiry Analytical procedures Reading the financial statements Representation by management Documentation 74

76 AR Section 90 Review of Reporting differences from SSARS 19 New requirements Engagement letter must be signed by both parties Report letter Financial Statements Headings required City and state of accounting firm must be included 75

77 EARLY IMPLEMENTATION IS PERMITTED EFFECTIVE ON OR AFTER DECEMBER 15,

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