Accounting and Audit briefs
Reporting discontinued operations
Financial reporting generally focuses on the results of continuing operations. But sometimes businesses sell (or retire) a product line, asset group or another component. In certain situations, such a disposal should be reported as a discontinued operation under U.S. Generally Accepted Accounting Principles (GAAP). Starting in 2015, the rules changed, limiting the scope of transactions that must comply with the complex rules for discontinued operations.
A component comprises operations and cash flows that can be clearly distinguished, both operationally and for financial reporting purposes, from the rest of the company. It can be a reportable segment or an operating segment, a reporting unit, a subsidiary or an asset group. Under previous guidance, three requirements were needed for a transaction to be classified as discontinued operations:
- The component had been disposed of or was classified as “held for sale.”
- The operations and cash flows of the component had been (or would have been) eliminated from the ongoing operations of the entity as a result of the disposal transaction.
- The entity didn’t have any significant continuing involvement in the operations of the component after the disposal transaction.
Some stakeholders felt that too many disposals, including routine disposals of small groups of assets, qualified for discontinued operations presentation under the previous guidance. They also found the definition of discontinued operations to be unnecessarily complex and difficult to apply.
So, the Financial Accounting Standards Board updated the rules. Accounting Standards Update No. 2014-08 eliminated the second and third conditions. Instead, disposal of a component (including business activities) must be reported in discontinued operations only if the disposal represents a “strategic shift” that has or will have a major effect on the company’s operations and financial results. Examples of a qualifying strategic major shift include disposal of a major geographic area, a line of business or an equity method investment.
When such a strategic shift occurs, a company must present, for each comparative period, the assets and liabilities of a disposal group that includes a discontinued operation separately in the asset and liability sections of the balance sheet.
Although fewer transactions qualify as discontinued operations than qualified under the previous rules, those that do qualify require expanded disclosures for the periods in which the operating results of the discontinued operation are presented in the income statement. For example, companies must disclose the major classes of line items constituting the pretax profit or loss of the discontinued operation. Examples of major line-item classes include revenue, cost of sales, depreciation and amortization, and interest expense.
In addition, companies must disclose either 1) the total operating and investing cash flows of the discontinued operation, or 2) the depreciation, amortization, capital expenditures, and significant operating and investing noncash items of the discontinued operation. And, if the discontinued operation includes a noncontrolling interest, the company must provide the pretax profit or loss attributable to the parent.
Management also must provide various disclosures and reconciliations of items held for sale for the period in which the discontinued operation is so classified and for all prior periods presented in the statement of financial position. Additional disclosures may be required if the company plans significant continuing involvement with a discontinued operation — or if a disposal doesn’t qualify for discontinued operations reporting.
Most companies don’t report discontinued operations every year, so you might not have experience applying the current guidance for reporting these transactions. But we do. Our staff can help determine the appropriate treatment for your disposal and compose the requisite footnote disclosures. Contact us for more information.
Attention: Accounting rule delays in the works
On July 17, the Financial Accounting Standards Board (FASB) voted to issue a proposal that would delay several landmark accounting rules for certain companies. If finalized, the deferral would apply to new guidance for reporting leases, hedging transactions, credit losses and long-term insurance contracts.
Summary of the changes
The following table summarizes key implementation date changes that the FASB unanimously voted to propose:
|Accounting Standards Update (ASU)||Types of entities affected by the proposed date changes||Current effective date for calendar-year entities||Proposed effective date for calendar-year entities|
|No. 2016-02, Leases||Private companies and not-for-profits||2020||2021|
|No. 2017-12, Derivatives and Hedging||Private companies and not-for-profits||2020||2021|
|No. 2016-13, Financial Instruments — Credit Losses||Smaller reporting companies||2021||2023|
|Private companies and not-for-profits||2022||2023|
|No. 2018-12, Financial Services — Insurance||Public companies||2021||2022|
|Smaller reporting companies, private companies and not-for-profits||2022||2024|
The term “smaller reporting companies” refers to those that have either 1) a public float of less than $250 million, or 2) annual revenue of less than $100 million and no public float or a public float of less than $700 million.
Private companies and nonprofits often receive an extra year to implement major accounting standards updates, compared to the effective dates that apply to public companies. In a shift in its philosophy for setting reporting dates on major new accounting standards, the FASB wants to give certain entities even longer to implement the changes.
Why are these delays needed? Many entities continue to struggle with implementing the new revenue recognition guidance that went into effect in 2018 for public companies and 2019 for other entities. A possible deferral of other new rules would also allow smaller entities to learn from public companies how to implement the changes — and it would give accounting software providers extra time to update their packages to support the new reporting models.
Proposal is coming soon
The FASB is expected to issue its proposal as soon as possible. Then it will be subject to a 30-day comment period.
These deferrals, if finalized, would be welcome news for many organizations. But they’re not an excuse to procrastinate. Depending on your industry and the nature of your transactions, implementing the changes and educating stakeholders could take significant resources. Contact us before the implementation deadline to come up with a realistic game plan.
Let’s find a better way to manage your receivables
Failure to collect accounts receivable (AR) in a timely manner can lead to myriad financial problems for your company, including poor cash flow and the inability to pay its own bills. Here are five effective ideas to facilitate more timely collections:
1. Create an AR aging report. This report lets you see at a glance the current payment status of all your customers and how much money they owe. Aging reports typically track the payment status of customers by time periods, such as 0–30 days, 31–60 days, 61–90 days and 91+ days past due.
Armed with this information, you’ll have a better idea of where to focus your efforts. For example, you can concentrate on collecting the largest receivables that are the furthest past due. Or you can zero in on collecting receivables that are between 31 and 60 days outstanding before they become any further behind.
2. Assign collection responsibility to a sole accounting employee. Giving one employee the responsibility for AR collections ensures that the “collection buck” stops with someone. Otherwise, the task of collections could fall by the wayside as accounting employees pick up on other tasks that might seem more urgent.
3. Re-examine your invoices. Your customers prefer bills that are clear, accurate and easy to understand. Sending out invoices that are sloppy, vague or inaccurate will slow down the payment process as customers try to contact you for clarification. Essentially you’re inviting your customers to not pay your invoices promptly.
4. Offer customers multiple ways to pay. The more payment options customers have, the easier it is for them to pay your invoices promptly. These include payment by check, Automated Clearing House, credit or debit card, PayPal or even text message.
5. Be proactive in your billing and collection efforts. Many of your customers may have specific procedures that must be followed by vendors for invoice formatting and submission. Learn these procedures and follow them carefully to avoid payment delays. Also, consider contacting customers a couple of days before payment is due (especially for large payments) to make sure everything is on track.
Lax working capital practices can be a costly mistake. Contact us to help implement these and other strategies to improve collections and boost your revenue and cash flow. We can also help you with strategies for dealing with situations where it’s become clear that a past-due customer won’t (or can’t) pay an invoice.
Private companies: Beware of SEC scrutiny
The Securities and Exchange Commission (SEC) doesn’t monitor just publicly traded companies. It also looks at the dealings of some private companies, often to the surprise of their owners and executives.
Reasons for SEC scrutiny
The SEC’s mission is to protect the public as well as the integrity of the financial markets. That mission extends to not only public companies but also private ones that may be acquired by a public company or that are large enough to consider an initial public offering (IPO).
Ultimately, whether a private company attracts regulatory scrutiny depends on its disclosures regarding current and projected financial performance. Therefore, private companies must walk a fine line between 1) enticing would-be investors with attractive financial projections, and 2) painting an overly optimistic picture that’s unhinged from reality.
Interest in private company activities
Increasingly, the SEC has unleashed enforcement actions and investors have filed lawsuits related to allegedly misleading or erroneous statements made by private (or formerly private) companies. So, companies contemplating an IPO or a merger with a public company should begin developing their approach to SEC compliance as soon as possible.
The risk of attracting the attention of the SEC is particularly concerning if there’s a secondary market for your company’s pre-IPO shares. These are known as “security-based swaps” for purposes of SEC regulation. If the swaps are available to retail investors who don’t meet the criteria of an “eligible contract participant” under the Dodd-Frank Act, the securities must follow specific rules, including the existence of a registration statement and the ability to trade on a national securities exchange.
Additionally, the Financial Accounting Standards Board (FASB) recently proposed Accounting Standards Update No. 2019-600, Disclosure Improvements — Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative. The updated FASB guidance — which would apply to both public and private entities — would better sync U.S. Generally Accepted Accounting Principles (GAAP) with the SEC’s updated disclosure requirements.
It takes time to create and deploy an effective corporate governance program that complies with the SEC rules. Start the process by determining whether retail investors participate in trading that raises your company’s compliance risk. Pay close attention to every financial disclosure and the publicly available information that may affect trading. This effort should also include keeping track of material, nonpublic information available to insiders who may sell shares in the secondary market.
Next, create and deploy policies regarding how your company compiles its financial reports. Implement tools and procedures designed to prevent financial crime — such as internal fraud, bribery and corruption — and ensure compliance with SEC regulations. For example, you might consider setting up an anonymous whistleblower hotline for employees to report concerns regarding the company’s activities.
We can help
Companies on their way to becoming public represent a small, but growing, segment of the SEC’s enforcement activity. Protect your company against unwanted scrutiny by learning and complying with the SEC’s financial reporting rules and regulations.
Contact us to get a comprehensive assessment of your private company’s corporate governance practices. Now’s the time to shore them up, rather than waiting for an IPO or a merger with a public company.
The pros and cons of interim reporting
The Securities and Exchange Commission (SEC) requires certain public companies to publish quarterly financial statements to give investors insight into midyear performance. Though interim reporting generally isn’t required for private companies, stakeholders in smaller entities can benefit even more than those of public companies from this type of information. But it’s also important to understand the potential shortcomings.
Interim financial statements cover periods of less than a year. They show how a company is doing each month or quarter.
If you think of annual financial statements as report cards for a business, interim reports would be like progress reports that may forewarn of troubles ahead — or reassure you that everything is going well. A lender or investor might request interim financial statements if a company:
- Has implemented a turnaround plan to avert bankruptcy,
- Has previously reported a major impairment loss,
- Is in an industry that is experiencing a downturn, or
- Is seeking new investors or applying for a loan.
These reports may provide peace of mind. Or they might signal impending financial turmoil due to, say, the loss of a major customer, significant uncollectible accounts receivable or pilfered inventory.
Early detection of such problems is critical for smaller businesses. While large public companies can often recover from a bad quarter or year, waiting until year end to discover these issues can be disastrous to a smaller business.
Interim reports also have certain drawbacks and limitations. Unlike annual financial statements, interim financial statements are usually unaudited and condensed. So, when reviewing interim reports, revisiting last year’s complete annual financial statements may be helpful. Also check that accounting practices are consistent between the interim and year-end financial statements.
Specifically, interim numbers may omit estimates for bad-debt write-offs, accrued expenses, prepaid items, management bonuses or income taxes. And sometimes tedious bookkeeping procedures, such as physical inventory counts, updating depreciation schedules and composing detailed footnote disclosures, aren’t completed until year end. Instead, interim account balances often reflect last year’s amounts or may be based on historic gross margins.
For seasonal businesses, there are operating peaks and troughs. So you can’t multiply quarterly profits by four to reliably predict year end performance. Instead, you may need to benchmark current year-to-date numbers against last year’s monthly (or quarterly) results.
For more information
If interim statements reveal irregularities, you should consider digging deeper to find out what’s happening. Our accounting and auditing pros can help you address unresolved issues and determine an appropriate course of action.
In pursuit of global tax transparency
In today’s global economy, multinational corporations engage in numerous cross-border transactions. But how they report those transactions is often vague. To help minimize stakeholders’ exposure to potential hidden risks, the Financial Accountability & Corporate Transparency (FACT) Coalition wants multinationals to disclose more information about corporate taxes.
A global movement
The FACT Coalition is a nonpartisan group of more than 100 state, national and international organizations working toward a fair global tax system and curbing corrupt financial practices. Its website reports that, until the passage of the Tax Cuts and Jobs Act (TCJA), the 500 largest U.S. companies had $2.6 trillion stashed offshore, costing taxpayers over $750 billion in unpaid taxes. But tax reform didn’t completely stop the problem. Under the TCJA, offshore tax avoidance is expected to cost an additional $14 billion in lost tax revenue over the next decade.
As of March 2019, the United States and 77 countries require multinationals to file country-by-country reports privately to tax authorities, according to a standard set by the Organisation for Economic Co-operation and Development (OECD). But few countries require public disclosures of such information, except by certain banks and oil, gas and mining companies.
What inquiring minds want to know
The FACT Coalition recently issued a report titled Trending Toward Transparency: The Rise of Public Country-by-Country Reporting. It urges Congress, the U.S. Securities and Exchange Commission (SEC) and the Financial Accounting Standards Board (FASB) to up the ante.
Specifically, the FACT Coalition wants multinational corporations to publicly disclose, on an annual, country-by-country basis:
- The number of entities,
- The names of principal entities,
- Primary activities of these entities,
- The number of employees,
- Total revenues broken out by third-party sales and intragroup transactions of the tax jurisdiction and other tax jurisdictions,
- Profit/loss before tax,
- Tangible assets other than cash and cash equivalents,
- Corporate tax paid on a cash basis,
- Corporate tax accrued on the profit or loss (including reasons for any discrepancies), and
- Significant tax incentives.
The FACT Coalition believes that “these enhanced disclosures are essential for investors to effectively value and assess the risks related to the public companies in which they have invested.”
Some multinationals, such as Vodafone and Unilever, voluntarily provide country-by-country tax disclosures. Should your company report similar information? Companies that are upfront about their tax strategies may engender trust and goodwill with stakeholders.
Contact us to discuss whether the benefits of expanded global tax disclosures outweigh the costs. We can help you collect this information and report it to your investors to a user friendly format.