Conventions and Standards

Standard-Setting Groups: SEC, AICPA, and FASB

The SEC enforces and regulates security laws, the AICPA dictates the professional conduct of accountants, and the FASB develops GAAP.

Learning Objectives

Differentiate between the SEC, the AICPA and the FASB

Key Takeaways

Key Points

  • The Financial Accounting Standards Board ( FASB ) is a private, not-for-profit organization whose primary purpose is to develop generally accepted accounting principles (GAAP) within the United States in the public’s interest.
  • Founded in 1887, the AICPA is a professional organization of Certified Public Accountants (CPAs) in the United States. The AICPA has nearly 386,000 CPA members in 128 countries in business and industry, public practice, government, education, student affiliates and international associates.
  • The US SEC is a federal agency which holds primary responsibility for enforcing the federal securities laws and regulating the securities industry, the nation’s stock and options exchanges, and other electronic securities markets in the United States.

Key Terms

  • Securities and Exchange Commission: an agency responsible for enforcing the federal securities laws and regulating the securities industry, the nation’s stock and options exchanges, and other electronic securities markets in the United States.
  • FASB: The Financial Accounting Standards Board (FASB) is a private, not-for-profit organization whose primary purpose is to developgenerally accepted accounting principles (GAAP) within the United States in the public’s interest.

The Financial Accounting Standards Board (FASB)

The Financial Accounting Standards Board (FASB) is a private, not-for-profit organization whose primary purpose is to develop generally accepted accounting principles (GAAP) within the United States in the public’s interest.

Under the direction of the SEC the Committee on Accounting Procedure was created by the AICPA in 1939. It was the first private sector organization that had the task of setting accounting standards in the United States. In 1959, the Accounting Principles Board (APB) was formed to meet the demand for more structured accounting standards. The APB issued pronouncements on accounting principles until 1973, when it was replaced by the Financial Accounting Standards Board (FASB). The APB was disbanded in the hopes that the smaller, fully independent FASB could more effectively create accounting standards. The APB and the related Securities Exchange Commission were unable to operate completely independently of the U.S. government

The FASB’s mission is “to establish and improve standards of financial accounting and reporting for the guidance and education of the public, including issuers, auditors, and users of financial information. ”

To achieve this, FASB has five goals:

  1. Improve the usefulness of financial reporting by focusing on the primary characteristics of relevance, reliability, comparability, and consistency.
  2. Keep standards current to reflect changes in methods of doing business and in the economy.
  3. Consider promptly any significant areas of deficiency in financial reporting that might be improved through standard setting.
  4. Promote international convergence of accounting standards concurrent with improving the quality of financial reporting.
  5. Improve common understanding of the nature and purposes of information in financial reports.

The FASB sets standards based on their conceptual framework. In addition, they offer guidance on how to implement these standards, but they do not monitor companies for violations of the financial reporting standards. That is left to the Securities and Exchange Commission.

The US Securities and Exchange Commission (SEC)

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The Seal of the SEC: Seal of the U.S. Securities and Exchange Commission.

The U.S. Securities and Exchange Commission (SEC) is a federal agency which holds primary responsibility for enforcing the federal securities laws and regulating the securities industry, the nation’s stock and options exchanges, and other electronic securities markets in the United States. The SEC was created by Section 4 of the Securities Exchange Act of 1934 (now codified as 15 U.S.C. § 78d and commonly referred to as the 1934 Act).

Overview

The SEC was established by United States President Franklin D. Roosevelt in 1934 as an independent, quasi-judicial regulatory agency during the Great Depression. The main reason for the creation of the SEC was to regulate the stock market and prevent corporate abuses relating to the offering and sale of securities and corporate reporting. The SEC was given the power to license and regulate stock exchanges, the companies whose securities were traded on exchanges, and the brokers and dealers who conducted the trading.

Currently, the SEC is
responsible for administering seven major laws that govern the securities industry:

  1. The Securities Act of 1933
  2. The Securities Exchange Act of 1934
  3. The Trust Indenture Act of 1939
  4. The Investment Company Act of 1940
  5. The Investment Advisers Act of 1940
  6. The Sarbanes–Oxley Act of 2002
  7. The Credit Rating Agency Reform Act of 2006.

The enforcement authority given by Congress allows the SEC to bring civil enforcement actions against individuals or companies alleged to have committed accounting fraud, provided false information, or engaged in insider trading or other violations of the securities law. The SEC also works with criminal law enforcement agencies to prosecute individuals and companies alike for offenses which include a criminal violation.

To achieve its mandate, the SEC enforces the statutory requirement that public companies submit periodic reports. Quarterly and bi-annual reports from public companies are crucial for investors to make sound decisions in the capital markets.

The American Institute of Certified Public Accountants

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AICPA Offices: The offices of the American Institute of Certified Public Accountants (AICPA) at Palladian Office Park (220 Leigh Farm Road) in Durham, North Carolina.

Founded in 1887, the American Institute of Certified Public Accountants (AICPA) is the national professional organization of Certified Public Accountants (CPAs) in the United States. The AICPA has nearly 386,000 CPA members in 128 countries in business and industry, public practice, government, education, student affiliates and international associates. It sets ethical standards for the profession and U.S. auditing standards for audits of private companies, non-profit organizations, federal, state and local governments. It also develops and grades the Uniform CPA Examination.

The AICPA’s founding established accountancy as a profession distinguished by rigorous educational requirements, high professional standards, a strict code of professional ethics, and a commitment to serving the public interest. While the AICPA set the professional standards for the professional conduct of accountants, it plays no role in setting the standards for financial accounting.

Introduction to GAAP

Generally Accepted Accounting Principles (GAAP) is the standard framework for financial accounting used in any given jurisdiction.

Learning Objectives

Differentiate between GAAP constraints, assumptions and principles, and the role they play in the preparation of financial statements

Key Takeaways

Key Points

  • GAAP includes the standards, conventions, and rules accountants follow in recording and summarizing, and in the preparation of financial statements.
  • GAAP is a codification of how CPA firms and businesses prepare and present their business income and expense, assets and liabilities in their financial statements.
  • GAAP is not a single accounting rule, but rather an aggregate of many rules on how to account for various transactions.
  • GAAP has four basic objectives, assumptions, principles, and constraints.
  • GAAP has four basic objectives, assumptions, principles, and constraints.

Key Terms

  • materiality: Materiality is a concept or convention within auditing and accounting relating to the importance/significance of an amount, transaction, or discrepancy. The assessment of what is material is a matter of professional judgment.
  • accrual: A charge incurred in one accounting period that has not been paid by the end of it.
  • generally accepted accounting principles: US rules used to prepare, present and report financial statements

Generally Accepted Accounting Principles

Generally Accepted Accounting Principles (GAAP) refer to the standard framework of guidelines for financial accounting used in any given jurisdiction; generally known as accounting standards. GAAP includes the standards, conventions, and rules accountants follow in recording and summarizing accounting transactions, and in the preparation of financial statements.

GAAP is a codification of how CPA firms and corporations prepare and present their business income and expense, assets and liabilities in their financial statements. GAAP is not a single accounting rule, but rather an aggregate of many rules on how to account for various transactions..

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GAAP vs. IFRS Cash Flow Classification: This image demonstrates the differences in accounting standards between GAAP and IFRS regarding classifying cash flows.

Introduction to U.S. GAAP

Like many other common law countries, the United States government does not directly set accounting standards by statute. However, the U.S. Securities and Exchange Commission (SEC) requires that US GAAP be followed in financial reporting by publicly traded companies. Currently, the Financial Accounting Standards Board ( FASB ) establishes generally accepted accounting principles for public and private companies, as well as for non-profit organizations.

History

Historically, accounting standards have been set by the American Institute of Certified Public Accountants (AICPA) subject to Securities and Exchange Commission regulations. The AICPA first created the Committee on Accounting Procedure in 1939, and replaced it with the Accounting Principles Board in 1951.

In 1973, the Accounting Principles Board was replaced by the FASB under the supervision of the Financial Accounting Foundation with the Financial Accounting Standards Advisory Council serving to advise and provide input on the accounting standards.

Circa 2008, the FASB issued the FASB Accounting Standards Codification, which reorganized the thousands of US GAAP pronouncements into roughly 90 accounting topics. In 2008, the SEC issued a preliminary “roadmap” that may lead the U.S. to abandon GAAP in the future and to join more than 100 countries around the world already using the London-based IFRS.

As of 2010, the convergence project was underway with the FASB meeting routinely with the IASB. The SEC expressed its resolve to fully adopt IFRS in the U.S. by 2014. As the highest authority over IFRS, the IASB is becoming more important in the U.S.

Basic Objectives

Financial reporting should provide information that is:

  • Useful to present to potential investors and creditors and other users in making rational investment, credit, and other financial decisions.
  • Helpful to present to potential investors and creditors and other users in assessing the amounts, timing, and uncertainty of prospective cash receipts.
  • About economic resources, the claims to those resources, and the changes in them.helpful for making financial decisions.
  • Helpful in making long-term decisions.
  • Helpful in improving the performance of the business.
  • Useful in maintaining records.

Four Basic Assumptions

  1. Accounting Entity: assumes that the business is separate from its owners or other businesses. Revenue and expense should be kept separate from personal expenses.
  2. Going Concern: assumes that the business will be in operation indefinitely. This validates the methods of asset capitalization, depreciation, and amortization. In cases when liquidation is certain, this assumption is not applicable. The business will continue to exist in the unforeseeable future.
  3. Monetary Unit Principle: assumes a stable currency is going to be the unit of record. The FASB accepts the nominal value of the US Dollar as the monetary unit of record unadjusted for inflation. This is also know at the stable dollar principle.
  4. Time-period Principle: implies that the economic activities of an enterprise can be divided into artificial time periods.

Four Basic Principles

  1. Historical Cost Principle: requires companies to account and report based on acquisition costs rather than fair market value for most assets and liabilities.
  2. Revenue Recognition Principle: requires companies to record when revenue is (1) realized or realizable and (2) earned, not when cash is received. Also, under this principle a company should establish an allowance for bad debt account. This way of accounting is called accrual based accounting.
  3. Matching Principle: Expenses have to be matched with revenues as long as it is reasonable to do so. Expenses are recognized not when the work is performed, or when a product is produced, but when the work or the product actually makes its contribution to revenue. Only if no connection with revenue can be established, cost may be charged as expenses to the current period (e.g. office salaries and other administrative expenses).
  4. Full Disclosure Principle: Amount and kinds of information disclosed should be decided based on trade-off analysis as a larger amount of information costs more to prepare and use. Information disclosed should be enough to make a judgment while keeping costs reasonable. Information is presented in the main body of financial statements, in the notes or as supplementary information.

Please note: Historical cost and the matching principle are slowly disappearing, having been replaced by FASB No. 157 which requires companies to classify assets based on fair value.

Five Basic Constraints

  1. Objectivity principle: the company financial statements provided by the accountants should be based on objective evidence.
  2. Materiality principle: the significance of an item should be considered when it is reported.
  3. Consistency principle: the company uses the same accounting principles and methods from year to year.
  4. Conservatism principle: when choosing between two solutions, the one that will be least likely to overstate assets and income should be picked.
  5. Cost-Benefit Relationship: the company considers the costs necessary to prepare the information and what benefit users will get from it.

Introduction to IFRS

The IFRS is a common global financial language for business affairs that is understandable and comparable across international boundaries.

Learning Objectives

Discuss the purpose of the International Financial Reporting Standards (IFRS)

Key Takeaways

Key Points

  • The IFRS began as an attempt to harmonize accounting across the European Union, but the value of harmonization quickly made the concept attractive around the world.
  • The Conceptual Framework for Financial Reporting states the basic principles for the IFRS.
  • The IFRS defines the objective of financial reporting as reflecting an accurate view of the business affairs of the organization.
  • The IFRS sets forth three basic accounting models and underlying assumptions of financial reporting.

Key Terms

  • reliable: Suitable or fit to be relied on; worthy of dependence or reliance; trustworthy.
  • framework: A basic conceptual structure.
  • deflation: An economic contraction.

An International Standard

Many countries use or are moving towards using the International Financial Reporting Standards (IFRS), which were established and maintained by the International Accounting Standards Board (IASB). In some countries, local accounting principles are applied for regular companies, but listed or larger companies must conform to the IFRS, so statutory reporting is comparable internationally, across jurisdictions.

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IFRS in Developing Countries: A map of developing countries, without the least advanced countries and the failed countries.

The IFRS: History and Purpose

The IFRS is designed as a common global language for business affairs so that company accounts are understandable and comparable across international boundaries. They are a consequence of growing international shareholding and trade. The IFRS is particularly important for companies that have dealings in several countries. They are progressively replacing the many different national accounting standards.

The IFRS began as an attempt to harmonize accounting across the European Union, but the value of harmonization quickly made the concept attractive around the world. They are occasionally called by the original name of International Accounting Standards ( IAS ). The IAS were issued between 1973 and 2001 by the Board of the International Accounting Standards Committee (IASC). On April 1, 2001, the new IASB took over the responsibility for setting International Accounting Standards from the IASC. During its first meeting the new Board adopted existing IAS and Standing Interpretations Committee standards (SICs). The IASB has continued to develop standards calling the new standards the IFRS.

Framework

The Conceptual Framework for Financial Reporting states the basic principles for IFRS. The IASB and FASB frameworks are in the process of being updated and converged. The Joint Conceptual Framework project intends to update and refine the existing concepts to reflect the changes in markets and business practices. The project also intends consider the changes in the economic environment that have occurred in the two or more decades since the concepts were first developed.

Deloitte states:

In the absence of a Standard or an Interpretation that specifically applies to a transaction, management must use its judgment in developing and applying an accounting policy that results in information that is relevant and reliable. In making that judgment, IAS 8.11 requires management to consider the definitions, recognition criteria, and measurement concepts for assets, liabilities, income, and expenses in the Framework. This elevation of the importance of the Framework was added in the 2003 revisions to IAS 8.

IFRS Defined Objective of Financial Statements

A financial statement should reflect true and fair view of the business affairs of the organization. As these statements are used by various constituents of the society/regulators, they need to reflect an accurate view of the financial position of the organization. It is very helpful to check the financial position of the business for a specific period.

Three Basic Accounting Models

  1. Current Cost Accounting, under Physical Capital Maintenance at all levels of inflation and deflation under the Historical Cost paradigm as well as the Capital Maintenance in Units of Constant Purchasing Power paradigm
  2. Financial capital maintenance in nominal monetary units, i.e., globally implemented Historical cost accounting during low inflation and deflation only under the traditional Historical Cost paradigm
  3. Financial capital maintenance in units of constant purchasing power, i.e., Constant Item Purchasing Power Accounting – CIPPA – in terms of a Daily Consumer Price Index or daily rate at all levels of inflation and deflation under the Capital Maintenance in Units of Constant Purchasing Power paradigm and Constant Purchasing Power Accounting – CPPA – during hyperinflation under the Historical Cost paradigm.

Three Underlying Assumptions

  1. Going concern: for the foreseeable future an entity will continue under the Historical Cost paradigm as well as under the Capital Maintenance in Units of Constant Purchasing Power paradigm
  2. Stable measuring unit assumption: financial capital maintenance in nominal monetary units or traditional Historical cost accounting only under the traditional Historical Cost paradigm.
  3. Units of constant purchasing power: capital maintenance in units of constant purchasing power at all levels of inflation and deflation in terms of a Daily Consumer Price Index or daily rate only under the Capital Maintenance in Units of Constant Purchasing Power paradigm.

Differences Between GAAP and IFRS and Implications of Potential Convergence

A major difference between GAAP and IFRS is that GAAP is rule-based, whereas IFRS is principle-based.

Learning Objectives

State the difference between Generally Accepted Accounting Principles and International Financial Reporting Standards

Key Takeaways

Key Points

  • Another difference between IFRS and GAAP is the methodology used to assess an accounting treatment. Under GAAP, the research is more focused on the literature whereas under IFRS, the review of the facts pattern is more thorough.
  • The convergence of accounting standards refers to the goal of establishing a single set of accounting standards that will be used internationally to reduce the differences between US GAAP and IFRS.
  • Convergence is also taking place in other countries, with “all major economies” planning to either adopt the IFRS or converge towards it, “in the near future”.

Key Terms

  • convergence: The act of moving toward union or uniformity.

GAAP vs. IFRS

Principles Based vs. Rules Based

A major difference between GAAP and IFRS is that GAAP is rule-based, whereas IFRS is principle-based.

With a principle based framework there is the potential for different interpretations of similar transactions, which could lead to extensive disclosures in the financial statements. Although, the standards setting board in a principle-based system can clarify areas that are unclear. This could lead to fewer exceptions than a rules-based system.

Another difference between IFRS and GAAP is the methodology used to assess an accounting treatment. Under GAAP, the research is more focused on the literature whereas under IFRS, the review of the facts pattern is more thorough.

Some Examples of Differences Between IFRS and U.S. GAAP

  • Consolidation — IFRS favors a control model whereas GAAP prefers a risks-and-rewards model. Some entities consolidated in accordance with FIN 46(R) may have to be shown separately under IFRS.
  • Statement of Income — Under IFRS, extraordinary items are not segregated in the income statement. With GAAP, they are shown below the net income.
  • Inventory — Under IFRS, LIFO cannot be used, but GAAP, companies have the choice between LIFO and FIFO.
  • Earning-per-Share — Under IFRS, the earning-per-share calculation does not average the individual interim period calculations, whereas under GAAP the computation averages the individual interim period incremental shares.
  • Development costs — These costs can be capitalized under IFRS if certain criteria are met, while it is considered as “expenses” under U.S. GAAP.

Convergence

The convergence of accounting standards refers to the goal of establishing a single set of accounting standards that will be used internationally, and in particular the effort to reduce the differences between the US Generally Accepted Accounting Principles (US GAAP), and the International Financial Reporting Standards (IFRS). Convergence in some form has been taking place for several decades, and efforts today include projects that aim to reduce the differences between accounting standards.

The goal of and various proposed steps to achieve convergence of accounting standards has been criticized by various individuals and organizations. For example, in 2006 senior partners at PricewaterhouseCoopers (PwC) called for convergence to be “shelved indefinitely” in a draft paper, calling for the IASB to focus instead on improving its own set of standards.

Convergence is also taking place in other countries, with “all major economies” planning to either adopt the IFRS or converge towards it, “in the near future. ” For example, Canada required all listed entities to use the IFRS from January 1, 2012, and Japan permitted the use of IFRS for certain multinational companies from 2010, and is expected to make a decision on mandatory adoption in “around 2012. ”

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The Globe: IFRS is Global

Implications of Potential Convergence

The growing acceptance of International Financial Reporting Standards (IFRS) as a basis for U.S.financial reporting represents a fundamental change for the U.S. accounting profession. Today, approximately 113 countries require or allow the use of IFRS for the preparation of financial statements by publicly held companies. In the United States, the Securities and Exchange Commission (SEC) has been taking steps to set a date to allow U.S. public companies to use IFRS,and perhaps make its adoption mandatory.

Full-Disclosure Principle

The full disclosure principle states information important enough to influence decisions of an informed user should be disclosed.

Learning Objectives

Indicate how the full disclosure principle affects the financial statements

Key Takeaways

Key Points

  • In judging whether or not to disclose information, it is better to err on the side of too much disclosure rather than too little.
  • Depending on its nature, companies should disclose this information either in the financial statements, in notes to the financial statements, or in supplemental statements.
  • As an accountant, the full disclosure principle is important because the notes to the financial statements and other financial documents are subject to audit.
  • There is adequate disclosure of all material matters relevant to the proper presentation of the financial information subject to statutory requirements, where applicable.

Key Terms

  • disclosure: The act of revealing something.
  • full disclosure principle: amount and kinds of information disclosed should be decided based on trade-off analysis, and information disclosed should be enough to make a judgment while keeping costs reasonable

Principle of Full Disclosure

The full disclosure principle states that information important enough to influence the decisions of an informed user of the financial statements should be disclosed. Depending on its nature, companies should disclose this information either in the financial statements, in notes to the financial statements, or in supplemental statements. In judging whether or not to disclose information, it is better to err on the side of too much disclosure rather than too little. Many lawsuits against CPAs and their clients have resulted from inadequate or misleading disclosure of the underlying facts. A good rule to follow is—if in doubt, disclose. Another good rule is—if you are not consistent, disclose all the facts and the effect on income.

To be free from bias, information must be sufficiently complete to ensure that it validly represents underlying events and conditions. Completeness means disclosing all significant information in a way that aids understanding and does not mislead. Firms can reduce the relevance of information by omitting information that would make a difference to users.

Required disclosures may be made in (1) the body of the financial statements, (2) the notes to such statements, (3) special communications, and/or (4) the president’s letter or other management reports in the annual report. Another aspect of completeness is fully disclosing all changes in accounting principles and their effects.

Importance of Full Disclosure Principle: Subject to Audit

As an accountant, the full disclosure principle is important because the notes to the financial statements and other financial documents are subject to audit. To obtain an unqualified (or clean) opinion, one must have an intrinsic understanding of the full disclosure principle to insure sufficient information for an unqualified opinion on the financial audit.

An opinion is said to be unqualified when the auditor concludes that the financial statements give a true and fair view in accordance with the financial reporting framework used for the preparation and presentation of the financial statements. An auditor gives a clean opinion or unqualified opinion when he or she does not have any significant reservation in respect of matters contained in the financial statements.

An unqualified opinion is given when:

  1. The financial statements have been prepared using the generally accepted accounting principles which have been consistently applied;
  2. There is adequate disclosure of all material matters relevant to the proper presentation of the financial information subject to statutory requirements, where applicable;
  3. Any changes in the accounting principles or in the method of their application and the effects thereof have been properly determined and disclosed in the financial statements.

The Disclosure Process

The process of disclosing financial statements is carried out through what is known as a Form 10-K.

Learning Objectives

Define and outline the annual report known as a Form 10-K.

Key Takeaways

Key Points

  • A Form 10-K is an annual report required by the U.S. Securities and Exchange Commission (SEC) that gives a comprehensive summary of a company’s performance.
  • The 10-K includes information such as company history, organizational structure, executive compensation, equity, subsidiaries, and audited financial statements, among other information.
  • In addition to the 10-K, which is filed annually, a company is also required to file quarterly reports on Form 10-Q.
  • In the case of a significant event (such as a CEO departing or bankruptcy) a Form 8-K must be filed in order to provide up-to-date information.
  • A Form 10-K must be filed with the SEC within 90 days after the end of the company’s fiscal year. However, in September 2002, the SEC approved a rule that changed the deadline to 75 days for ” accelerated filers “.
  • Every annual report contains 4 parts and 15 schedules.

Key Terms

  • Form 10-K: an annual report required by the U.S. Securities and Exchange Commission (SEC) that gives a comprehensive summary of a company’s performance
  • accelerated filer: an issuer that has a public float of at least $75 million, has been subject to the Exchange Act’s reporting requirements for at least 12 calendar months, has previously filed at least one annual report, and is not eligible to file its quarterly and annual reports on Forms 10-QSB and 10-KSB

The process of disclosing financial statements is carried out through what is known as a Form 10-K. This is an annual report required by the U.S. Securities and Exchange Commission (SEC) that gives a comprehensive summary of a company’s performance. Although similarly named, the annual report on Form 10-K is distinct from the often glossy “annual report to shareholders,” which a company must send to its shareholders when it holds an annual meeting to elect directors (though some companies combine the annual report and the 10-K into one document). The 10-K includes information such as company history, organizational structure, executive compensation, equity, subsidiaries, and audited financial statements, among other information.

In addition to the 10-K, which is filed annually, a company is also required to file quarterly reports on Form 10-Q. Information for the final quarter of a firm’s fiscal year is included in the annual 10-K, so only three 10-Q filings are made each year. In the period between these filings, and in case of a significant event (such as a CEO departing or bankruptcy) a Form 8-K must be filed in order to provide up-to-date information.

Filing Deadlines

Historically, a Form 10-K had to be filed with the SEC within 90 days after the end of the company’s fiscal year. However, in September 2002, the SEC approved a rule that changed the deadline to 75 days for “accelerated filers. ” Accelerated filers are issuers that have a public float of at least $75 million, that have been subject to the Exchange Act’s reporting requirements for at least 12 calendar months, that previously have filed at least one annual report, and that are not eligible to file their quarterly and annual reports on Forms 10-QSB and 10-KSB. These shortened deadlines were to be phased in over a three-year period; however, in 2004 the SEC postponed the three-year phase-in by one year.

In December 2005, the SEC created a third category of “large accelerated filers,” which are accelerated filers with a public float of over $700 million. As of December 27, 2005, the deadline for filing for large accelerated filers was still 75 days; however, beginning with the fiscal year ending on or after December 15, 2006, the deadline is 60 days. For other accelerated filers the deadline remains at 75 days, and for non-accelerated filers the deadline remains at 90 days.

Structure of a Form 10-K

Every annual report contains 4 parts and 15 schedules:

Part I

ITEM 1. Description of Business

  • This describes the business of the company: who and what the company does, what subsidiaries it owns, and what markets it operates in. It may also include recent events, competition, regulations, and labor issues. Other topics in this section may include special operating costs, seasonal factors, or insurance matters.

ITEM 1A. Risk Factor

  • Here, the company lays out anything that could go wrong, likely external effects, possible future failures to meet obligations, and other risks in order to adequately warn investors and potential investors.

ITEM 1B. Unresolved Staff Comments

ITEM 2. Description of Properties

  • This section lays out the significant properties, or physical assets, of the company. This only includes physical types of property, not intellectual or intangible property.

ITEM 3. Legal Proceedings

  • Here, the company discloses any significant pending law suit or other legal proceeding. References to these proceedings could also be disclosed in the Risks section or other parts of the report.

ITEM 4. Mine Safety Disclosures

  • This section requires some companies to provide information about mine safety violations or other regulatory matters.

Part II

ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

  • Gives highs and lows of stock in a simple statement.

ITEM 6. Selected Financial Data

  • This section contains financial data showing consolidated records for the legal entity as well as subsidiary companies.

ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

  • Here, management discusses the operations of the company in detail by usually comparing the current period versus prior period. These comparisons provide a reader an overview of the operational issues of what causes such increases or decreases in the business.

ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk

ITEM 8. Financial Statements and Supplementary Data

ITEM 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

ITEM 9A(T). Controls and Procedures

ITEM 9B. Other Information

Part III

ITEM 10. Directors, Executive Officers and Corporate Governance

ITEM 11. Executive Compensation

ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

ITEM 13. Certain Relationships and Related Transactions, and Director Independence

ITEM 14. Principal Accounting Fees and Services

Part IV

ITEM 15. Exhibits, Financial Statement Schedules Signatures

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Disclosing Financial Statements to the SEC: The SEC requires businesses to file an annual report known as a Form 10-K in order to disclose relevant financial information.

Events Triggering Disclosure

Events that trigger disclosure should be based on an accountant’s assessment of materiality.

Learning Objectives

Name some events that would require disclosure on the financial statement and state how the decision to disclose an item is made

Key Takeaways

Key Points

  • Events that trigger disclosure should be based on an accountant’s assessment of materiality, especially when facing decisions related to the full disclosure principle.
  • Another event that can trigger a disclosure is prior period adjustments.
  • Voluntary disclosure in accounting is the provision of information by a company’s management beyond requirements.

Key Terms

  • consistency: reliability or uniformity; the quality of being consistent

Events Triggering Disclosure

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Events Trigger Disclosure: Events that trigger disclosure should be based on materiality and the full disclosure principle

Consistency generally requires that a company use the same accounting principles and reporting practices through time. This concept prohibits indiscriminate switching of accounting principles or methods, such as changing inventory methods every year. However, consistency does not prohibit a change in accounting principles if the information needs of financial statement users are better served by the change. When a company makes a change in accounting principles, it must make the following disclosures in the financial statements (in the Notes to the Financial Statements):

  1. Nature of the change.
  2. Reasons for the change;
  3. Effect of the change on current net income, if significant
  4. Cumulative effect of the change on past income

Another event that can trigger a disclosure is prior period adjustments. Events that trigger disclosure should be based on an accountant’s assessment of materiality, especially when facing decisions related to the full disclosure principle. Disclosures will normally include details to materiality decisions in the notes to financial statements.

Voluntary Disclosure

Voluntary disclosure in accounting is the provision of information by a company’s management beyond requirements such as generally accepted accounting principles and Securities and Exchange Commission rules, where the information is believed to be relevant to the decision-making of users of the company’s annual reports.

Voluntary disclosures can include strategic information such as company characteristics and strategy, non-financial information such socially responsible practices, and financial information such as stock price information.

FASB classified voluntary disclosures into six categories below, while Meek, Roberts and Gray (1995) classified them into three major groups: strategic, nonfinancial and financial information.

  1. Business data – e.g. breakdown of market share growth and information on new products
  2. Analysis of business data – e.g. trend analysis and comparisons with competitors
  3. Forward-looking information – e.g. sales forecast breakdown and plans for expansion
  4. Information about management and shareholders – e.g. information on stockholders and creditors and shareholding breakdown
  5. Company background – e.g. product description and long-term objectives
  6. Information about intangible assets – e.g. research and development and customer relations.

The determinants of the extent and type of voluntary disclosures of firms have been explored in the financial reporting literature. Meek, Roberts and Gray (1995) found that the extent and type of voluntary disclosure differs by geographic region, industry, and company size, and other research has found that the extent of voluntary disclosure is affected by the firm’s corporate governance structure and ownership structure.

Current Issues in Reporting and Disclosure

Accountants must stay up to date with current issues in reporting and disclosures related to standards set by regulatory agencies.

Learning Objectives

Give some examples of current issues in reporting and disclosure that an concern an accountant

Key Takeaways

Key Points

  • Mark-to-market or fair value accounting refers to accounting for the fair value of an asset or liability based on the current market price, or for similar assets and liabilities, or based on another objectively assessed “fair” value.
  • Mark-to-market accounting can change values on the balance sheet as market conditions change.
  • Stock option expensing is a method of accounting for the value of share options, distributed as incentives to employees, within the profit and loss reporting of a listed business.

Key Terms

  • commodity: Anything which has both a use value and an exchange value.
  • fair value: Fair value, also called “fair price” (in a commonplace conflation of the two distinct concepts) is a concept used in accounting and economics, defined as a rational and unbiased estimate of the potential market price of a good, service, or asset.

Current Issues in Reporting and Disclosure

Accountants must stay up to date with current issues in reporting and disclosures related to standards set by regulatory agencies.

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Current Issues: Accountants must stay up to date with current issues in reporting and disclosure.

Mark-to-Market or Fair Value Accounting

Mark-to-market or fair value accounting refers to accounting for the fair value of an asset or liability based on the current market price, for similar assets and liabilities, or based on another objectively assessed “fair” value. Fair value accounting has been a part of Generally Accepted Accounting Principles (GAAP) in the United States since the early 1990s and used increasingly since then.

Mark-to-market accounting can change values on the balance sheet as market conditions change. In contrast, historical cost accounting, based on the past transactions, is simpler, more stable, and easier to perform, but does not reflect current fair value. Instead, it summarizes past transactions. Mark-to-market accounting can become inaccurate if market prices change unpredictably. Buyers and sellers may claim a number of specific instances when this is the case, including inability to both accurately and collectively value the future income and expenses, often due to unreliable information and over optimistic and over pessimistic expectations.

SFAS No. 157

In September 2006, the U.S. Financial Accounting Standards Board ( FASB ) issued Statement of Financial Accounting Standards 157: Fair Value Measurement, which “defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. ” This statement is effective for financial reporting fiscal periods commencing after November 15, 2007 and the interim periods applicable.

Fair Value GAAP vs. IFRS

Under GAAP, there is only one measurement model for fair value (with limited exceptions). GAAP defines fair value as the price that would be received to sell an asset or paid to transfer a liability (at the measurement date). Note that fair value is an exit price, which may differ from the transaction (entry) price.

Various IFRS standards use slightly varying wording to define fair value. Under IAS 39, fair value is defined as the amount for which an asset could be exchanged, or a liability settled, between knowledgeable, willing parties in an arm’s length transaction.At inception, transaction (entry) price generally is considered fair value.

Sarbanes-Oxley Act

Following the Enron scandal, changes were made to mark to market via the Sarbanes-Oxley Act in 2002. Sarbanes-Oxley affected mark to market by forcing companies to implement stricter accounting standards. These included more transparency in financial reporting and stronger internal controls to prevent and identify fraud and auditor independence. Also, the Public Company Accounting Oversight Board (PCAOB) was created by the Securities and Exchange Commission (SEC) for the purpose of overseeing audits. This act also implemented harsher penalties for fraud, such as enhanced prison sentences and fines for committing fraud. Although the law was created to restore investor confidence, the cost of implementing the regulations caused many companies to avoid registering on U.S. stock exchanges.

Internal Revenue Code Section 475 contains the mark to market accounting method rule for taxation. It provides that qualified security dealers who elect mark to market treatment shall recognize gain or loss as if the property were sold for its fair market value on the last business day of the year, and any gain or loss shall be taken into account in that year. The section also provides that commodities dealers can elect mark to market treatment for any commodity (or their derivatives) which is actively traded (i.e., for which there is an established financial market providing a reasonable basis to determine fair market value by disseminating price quotes from brokers/dealers or actual prices from recent transactions).

Stock Option Expensing

Stock option expensing is a method of accounting for the value of share options, distributed as incentives to employees, within the profit and loss reporting of a listed business. On the income statement, balance sheet, and cash flow statement it should say that the loss from the exercise is accounted for by noting the difference between the market price (if one exists) of the shares and the cash received, the exercise price, for issuing those shares through the option.

Opponents of considering options as an expense say that the real loss–due to the difference between the exercise price and the market price of the shares–is already stated on the cash flow statement. They would also point out that a separate loss in earnings per share (due to the existence of more shares outstanding) is also recorded on the balance sheet by noting the dilution of shares outstanding. Simply, accounting for this on the income statement is believed to be redundant.

Currently, the future appreciation of all shares issued are not accounted for on the income statement but can be noted upon examination of the balance sheet and cash flow statement.

The two methods to calculate the expense associated with stock options are the “intrinsic value” method and the “fair-value” method. Only the fair-value method is currently U.S. GAAP. The intrinsic value method, associated with Accounting Principles Board Opinion 25, calculates the intrinsic value as the difference between the market value of the stock and the exercise price of the option at the date the option is issued (the “grant date”). Since companies generally issue stock options with exercise prices which are equal to the market price, the expense under this method is generally zero.

In 2002, another method was suggested–expensing the options as the difference between the market price and the strike price when the options are exercised, and not expensing options which are not exercised, and reflecting the unexercised options as a liability on the balance sheet. This method, which defers the expense, also was requested by companies.

FASB has moved against “Opinion 25,” which left it open to businesses to monetize options according to their “intrinsic value,” rather than their “fair value. ” The preference for fair value appears to be motivated by its voluntary adoption by several major listed businesses and the need for a common standard of accounting.