views September 2016 Tidying up the Statement of Cash Flows A Summary of the FASB’s New Cash Flow Guidance in ASU 2016-15 DHG Risk Advisory In Under a Minute... • On August 26, 2016, the FASB issued ASU 2016-15, which provides greater clarity to preparers on the treatment of eight specific items within an entity’s statement of cash flows. The goal of the new standard is to reduce the current diversity in practice related to these eight items (see page 2). • The new guidance becomes effective for fiscal periods, including interim periods, beginning after December 15, 2017. Nonpublic business entities receive a one-year deferral. Early adoption is permitted. • The guidance in ASU 2016-15 applies retrospectively to all periods presented, unless it is impracticable to do so. On August 26, 2016, the Financial Accounting Standards Board (FASB) published Accounting Standards Update (ASU) 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, which provides greater clarity to preparers on the treatment of eight specific items within an entity’s statement of cash flows. ASU 2016-15 becomes effective for all public business entities in fiscal years beginning after December 15, 2017, including interim periods therein. All other entities are provided a one-year deferral. Early adoption of the guidance, including within an interim period, is permitted. The FASB issued ASU 2016-15 primarily to reduce diversity in practice as to how certain cash receipts and cash payments are currently presented in an entity’s statement of cash flows. For example, under today’s cash flow guidance, some entities classify costs incurred to settle a debt instrument prior to its maturity date as cash flows from operations while others classify those costs as financing cash flows. As discussed in the ASU’s basis for conclusions, the FASB believes the primary reason for the diversity in practice related to the eight items addressed in the standard is either the “lack of guidance in Topic 230 and other Topics or from guidance that is unclear in its application.” Assurance | Tax | Advisory | dhgllp.com Transition Upon adoption, the guidance in ASU 2016-15 applies retrospectively to all periods presented. However, if retrospective application is impracticable due to cost, complexity, or lack of information, an entity may apply the guidance prospectively as of the earliest date deemed practicable. Entities that use prospective application must provide additional disclosures explaining the reasons why retrospective application was not feasible. Key Changes As noted above, ASU 2016-15 provides new guidance for eight specific cash flow issues with the goal of reducing the existing diversity in practice. The table on the following page summarizes each of the eight issues addressed and the FASB’s ultimate conclusions on each. In addition, the end notes that accompany the table (see page 3) provide further context of each issue and, in certain cases, highlight DHG insights on the guidance. views Summary of ASU 2016-05 Topic Practice Issue Revised Guidance Debt prepayment or debt extinguishment costs Diversity in practice. Some entities classify these outflows as operating activities while others classify them as financing activities. Cash payments for debt prepayment or extinguishment costs1 are to be classified as financing cash outflows. Settlement of zerocoupon bonds and bonds with “insignificant” cash coupons Lack of specific guidance. Some entities classify cash payments made when settling a zero coupon bond as operating activities while others classify them as financing activities. Upon settlement of a zero-coupon bond, the portion of the cash payment attributable to the accreted interest related to the debt discount will be classified as operating activities, and the portion of the cash payment attributable to principal will be classified as financing activities. This guidance also applies to bonds with "insignificant cash coupons.”2 Contingent consideration payments made after a business combination Diversity in practice. Currently, entities classify contingent consideration payments into any one of the three cash flow categories (operating, investing, or financing outflows), or even among multiple categories. The timing of subsequent cash payments to satisfy the contingent consideration liability will be the driver of their classification. Specifically, cash payments that are not made soon after3 the acquisition date of a business combination will be classified as a financing activity up to the amount necessary to settle the recorded contingent consideration liability. Any amount paid in excess of the recorded contingent consideration liability will be classified as an operating activity. Cash payments made “soon after” a business combination are presented as investing activities. Proceeds from the settlement of insurance claims Diversity in practice. Entities classify cash received from the settlement of insurance claims as operating inflows, unless the settlement is directly related to investing or financing activities. There is diversity in the interpretation of whether “directly related” relates to the nature of the insurance coverage or the planned use of the settlement proceeds. Insurance settlement proceeds are to be classified in the cash flow statement based on the nature of the loss covered by the insurance policy. A lump sum settlement that relates to more than one type of loss would need to be classified based on the nature of each loss included in the settlement. Proceeds from the settlement of companyowned life insurance (COLI) Diversity in practice. Some corporations classify the cash inflows from the settlement of COLI entirely in operating activities or investing activities, while others allocate the settlement proceeds between operating and investing activities. Cash received from the settlement of COLI claims are to be presented as cash inflows from investing activities. Companies are permitted, but not required, to present COLI premiums in the same manner as COLI cash receipts, as operating activities, or a combination of operating and investing activities. Distributions received from equity method investments (not applicable to equity method investments measured at fair value) Diversity in practice. Cash distributions from an equity method investee can represent either a return on investment or a return of investment. Entities currently use different approaches to determine classification of the distribution. Entities are to classify distributions received from equity method investees using one of two approaches: 1) the cumulative earnings approach; or 2) the nature of the distribution approach. The selection of either approach would apply to all distributions from all equity method investees (i.e., treated as an accounting policy election).4 Beneficial interests in securitization transactions Lack of specific guidance. The presentation of a transferor's beneficial interests obtained in securitized financial assets and the classification of cash receipts from collections on a transferor's beneficial interest in securitized trade receivables are presented inconsistently due to the absence of guidance. An entity is to disclose as a non-cash investing activity all beneficial interests retained in financial assets transferred to an unconsolidated securitization entity. Cash receipts and payments on a transferor’s beneficial interests in securitized trade receivables would be presented as cash inflows from investing activities. Application of the predominance principle The existing guidance concerning whether and when to use the predominance principle is unclear. The predominance principle would only apply in instances where other guidance in ASC 230 would not cover the transaction in question or when cash receipts cannot be split into multiple components.5 Assurance | Tax | Advisory | dhgllp.com 2 views End Notes 5. The predominance principle is applied in situations where cash receipts and payments have characteristics of more than one type of cash flow. In these instances, the appropriate classification depends of the nature of the underlying transaction. ASU 2016-15 provides further clarity to reporting entities in the application of the predominance principle. Absent specific guidance in Topic 230 or other applicable standards, a reporting entity should categorize all separately identifiable sources or uses of cash based on the nature of the underlying cash flows. In cases where transactions have attributes of more than one type of cash flow and the transactions cannot be bifurcated into separate components, the classification will depend on the activity that is likely to be the predominant source or use of cash flows. 1. Debt prepayment or debt extinguishment costs include all “third-party costs, premiums paid to repurchase debt in an open-market transaction, and other fees paid to lenders.” 2. The guidance in ASU 2016-15 addressing the treatment of zero coupon bonds also applies to bonds that are issued with “insignificant cash coupons.” Bonds are considered to be issued with insignificant cash coupons when they have “coupon interest rates that are insignificant in relation to the effective interest rate” of the bond. 3. The ASU’s basis for conclusions explains that the phrase “soon after” represents “a relatively short period of time after the acquisition date (for example, three months or less).” The basis for conclusions also explains cash payments made to satisfy contingent consideration liabilities within three months of the acquisition date are viewed as “an extension of the cash paid for the business acquisition (an investing activity)” whereas cash payments made outside of this window take on the characteristics of seller financing and, therefore, classification as a financing activity more accurately reflects the nature of the transaction. How DHG Can Help DHG’s accounting readiness team is positioned to help companies evaluate how new accounting standards will impact their financial reporting, including disclosures, accounting processes and controls, and other areas of the business. We work with companies to help them 1) understand the accounting requirements, 2) assess how the guidance impacts their business and 3) get the accounting right. 4. The cumulative earnings approach treats distributions received from equity method investees as returns on investment and will classify them as operating activities, unless the cumulative cash distributions received exceed the investor’s share of cumulative earnings of the investee. If such an excess occurs, those distributions will be considered a return of investment and would be classified as investment activities. Louis Mannello Partner, DHG Risk Advisory [email protected] 704.367.5940 Sean Prince Senior Manager, DHG Risk Advisory [email protected] 646.798.3455 The nature of the distribution approach classifies all distributions received based on the nature of the activity of the investee that generated the distribution as either a return on investment or a return of investment. The application of this approach requires the reporting entity to support their conclusion with the facts and circumstances surrounding the distribution. If sufficient evidence does not exist to support the nature of the distribution approach, the reporting entity must apply the cumulative earnings approach retrospectively for all impacted equity method investees, and disclose the change in accounting principle in the footnotes to the financial statements. The selection of either approach is considered an accounting policy election and must be applied consistently to distributions from all equity method investments. Reporting entities will be required to disclose the methodology that has been applied in the footnotes to the financial statements. Assurance | Tax | Advisory | dhgllp.com 3
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