Statement of Financial Accounting Standards No.150. Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity
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1 Statement of Financial Accounting Standards No.150 Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity
2 Introduction Established standards for how a company classifies and measures certain financial instruments with characteristics of both liabilities and equity. Requires these financial instruments to be recorded as liabilities because an obligation exists.
3 Definitions Financial Instrument Cash, an ownership interest, or a contract that imposes a contractual obligation to transfer cash or other financial instruments. Obligation A conditional or unconditional duty or responsibility to transfer assets or to issue equity shares.
4 Three Types of Financial Instruments to be Treated as Liabilities Those issued in the form of shares that embody an unconditional obligation to redeem the shares (mandatorily redeemable) by transferring assets at a specific date or upon an event that is certain to occur (example: preferred stock). Those that embody an obligation to repurchase the entity s shares or settle an obligation (examples: buy/sell agreements, capital credits). Those that embody an obligation to issue equity shares.
5 Mandatorily Redeemable Mandatorily redeemable financial instruments do not include those for which redemption is required only upon liquidation of the reporting entity (example: capital credits). Cooperative memberships would not typically be considered mandatorily redeemable because redemption is conditional upon terminating service or liquidation.
6 Summary of Provisions Required to recognize a liability at fair value for any redemption provisions covered by SFAS 150. Fair value can be the present value the amount expected to be settled upon occurrence of the redemption event or the redemption price at the balance sheet date.
7 Freestanding Financial Instruments SFAS 150 only applies to freestanding financial instruments which are those entered into separately or that are separately exercisable and legally detachable. A redemption provision embedded in a partnership or membership agreement is not freestanding.
8 Disclosure Requirements Nature and terms of financial instruments and the rights and obligations embodied in those instruments. Amount that would be paid or number of shares that would be issued and the fair value if the settlement were to occur at the reporting date. How changes in the fair value of the entities equity shares would affect settlement amounts.
9 Disclosure Requirements That May Not Apply The maximum amount that the issuer could be required to pay to redeem the instrument by physical settlement. The maximum number of shares that could be required to be issued. That a contract does not limit the amount the issuer could be required to pay or the number of shares to be issued.
10 Example: Stock to be Redeemed at Death of Holder Assume that the stock is to be redeemed at book value of the entity and that it represents the only shares in the entity. Because death is certain to occur, must classify as a liability.
11 Example: Stock to be Redeemed at Balance Sheet Death of Holder (cont) Total assets $2,400,000 Liabilities other than shares $1,800,000 Shares subject to mandatory redemption 600,000 Total Liabilities $2,400,000
12 Example: Stock to be Redeemed at Death of Holder (cont) Notes to Financial Statements Shares subject to mandatory redemption upon death of holder consist of: Common stock - $100 par value, 10,000 shares authorized, 5000 shares issued and outstanding $ 500,000 Retained earnings attributable to those shares 120,000 Accumulated other comprehensive income attributable to those shares (20,000) $ 600,000
13 Example: Mandatorily Redeemable Shares at Fair Value Assume adoption of SFAS 150 on January 1, Assume stock is to be redeemed at Fair value. Assume fair value (which equals the redemption value) at 1/1/04 is $20 million. Assume book value at 1/1/04 is $15 million of which $10 million is paid-in capital.
14 Example: Mandatorily Redeemable Shares at Fair Value (cont) On 1/1/04, the company would recognize a $20 million liability by transferring $15 million out of equity and recording a cumulative transition adjustment loss in the income statement of $5 million. The balance sheet would show excess of liabilities over assets (deficit equity) of $5 million.
15 Example: Mandatorily Redeemable Shares at Fair Value (cont) Assume 2004 net income attributable, on a pro-rata basis, to mandatorily redeemable shares (MRS) is $1 million and the fair value of those shares at 12/31/04 is $21.2 million. The 2004 income statement would show the following:
16 Example: Mandatorily Redeemable Shares at Fair Value (cont) Income before interest on MRS $ 1,000,000 Less interest expense on MRS 1,200,000 Income before cumulative effect of accounting change (200,000) Cumulative effect of acctg. change (5,000,000) Net loss $ (5,200,000)
17 Example: Buy/Sell Agreement Requiring Redemption Upon Retirement Assume company enters buy/sell agreement (BSA) with majority shareholder after date of adoption of SFAS 150. Assume fair value assigned to majority shareholder s stock is $1.9 million at 12/31/04. The balance sheet at 12/31/04 would show the following:
18
19 Effective Date and Implementation Public Companies SFAS 150 is effective for financial instruments entered into or modified after May 31, 2003, or for existing financial instruments, for periods beginning after June 15, 2003.
20 Effective Date and Implementation Non-public Companies For instruments that are mandatorily redeemable on fixed dates for fixed or indexed amounts, SFAS 150 is effective for periods beginning after December 15, For all other financial instruments, SFAS 150 implementation has been deferred indefinitely.
21 The End Presented by: Blake Lackey, CPA Curtis Blakely & Co. P.C. P. O. Box 5486 Longview, TX
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