I get it—implementing the new revenue recognition rules has consumed a lot of your technical accounting team’s time, as it has at my company. The new standard likely has a steady spot at the forefront of your audit committee’s accounting concerns as well. It’s a big deal, but other new rules issued by the Financial Accounting Standards Board last year deserve attention, too. They must be implemented in fiscal 2018 if you’re a public company in addition to rev rec.

JulieGilson-LI_image

Planning ahead and maybe even early adopting these new accounting rules could make your life easier a year from now. Presumably (I hope!) you are well on your way in implementing the new rev rec rules, so now may be an ideal time to consider adoption strategies for the other new rules on your plate.

If that concept sounds daunting, take solace in this: You can pick up on the “lessons learned” from your rev rec implementation and apply it to these other implementations, including identifying what new data (and data sources) are required, as well as ensuring you have appropriate internal controls over adoption of new standards. For example, all adoptions require companies to determine if the effect at the adoption date will be material. This requires the computation of the effect to be accurate as well as a process to make sure you have identified the complete population of affected transactions.

Ready to dive in? Here is the next round of accounting changes you need to consider.

1. Changes ahead to cash-flow statements

Let’s start off with ASU 2016-18, which deals with how companies present restricted cash and restricted cash equivalents in the statement of cash flows. It’s not a difficult change to apply, it improves the user’s understanding of a company’s cash position, and it can be early adopted. So, if you have either restricted cash or restricted cash equivalents this year or in previous years, why not adopt now?

The standard can be adopted in any interim quarter. Keep in mind it must be applied retrospectively—whether you do it now or in Q1 2018, you are going to have to restate your statements of cash flows for prior years.

While you’re at it, ASU 2016-15, which also deals with reporting in the statement of cash flows, allows early adoption with the same retrospective transition rules. It makes sense to adopt both ASUs at the same time as users would likely prefer to see all changes reflected at once.

ASU 2016-15 is worth a review to see if any of the eight cash transactions it specifically calls out apply to you. The transaction types are not all infrequent among the companies I work with—two, for example: amounts paid to extinguish debt, including prepayments and payments for contingent consideration in a business combination. If you’ve got those, you may have some changes ahead of you.

And early adoption is not just an idea for public companies; it might also make sense for private companies as they will have to adopt no later than 2019. If you’ve got an IPO in the future, adopting now is one less change you’d have to make before taking on public-company GAAP.

2. Got a deal coming up? Is it a “business” or an “asset”?

ASU 2017-01 defines a business as opposed to an asset in transactions involving acquisitions, transfers, or disposals of a set of assets and activities. It’s another of the FASB’s projects for making transactional analysis more efficient by narrowing the definition when applying the rules for business combinations.

This one is also required to be adopted in 2018—prospectively—so it will apply to transactions on or after the adoption date. But if you expect to have a transaction sometime during the rest of 2017, definitely take a look at whether this new standard will affect your accounting in a way that makes more sense for your company’s situation.

Pundits are predicting that more acquisitions will be accounted for as acquisitions of assets, rather than business combinations. The differences in accounting are significant—for example, transactions accounted for as asset acquisitions will not have goodwill recorded but will require you to capitalize transaction costs.

While this is the first in the FASB’s project to define and clarify what a “business” is, keep in mind that the definition of a business also comes into play for identifying reporting units for goodwill impairment tests and consolidation.

3. Impairments and intangibles

Segueing into the subject of impairment, simplified rules for impairment analyses of intangibles, including goodwill, in ASU 2017-04 are also available for early adoption this year, prospectively, for any impairment measurements performed in 2017 for financial statements not yet issued.

The new rule removes the requirement to perform a hypothetical purchase price allocation, which involves determining the fair value of the individual assets and liabilities. Now, you can do a much simpler measurement by comparing the fair value of the reporting entity as a whole to its carrying value.

4. An accounting change for some equity investments

To fill out the rest of your technical accounting implementation work plan for Q1 2018, ASU 2016-01 affects accounting for equity investments classified as available for sale, which is not an uncommon investment.

It requires companies to record all changes in fair value, including impairments, in the income statement—not in other comprehensive income as we do today. This is going to mean more variability in earnings, so investors will need to be educated about why they’ll see changes.

Know that this is the one ASU on this list that cannot be early adopted. The standard has other provisions you should take a look at, too.

 

Do the work now, thank yourself later

With all these changes, keep in mind you may have more than just rev rec and the new accounting rules for leases affecting your ongoing SAB 74 disclosures, as well as planning for disclosures required under ASC 250 when adopting any new accounting standard.

My best advice? Plan ahead, and do what you can to be in front of the work. Keep your team and audit committee informed of what to expect. This way you’ll avoid surprises and an overwhelming workload for first quarter 2018.

Get the scoop on the accounting changes in store with the RoseRyan Technical Accounting Group’s fast-paced 90-minute webinar session, “Our Take from the Trenches on the Latest FASB Updates and What You Need to Know.” Go to bit.ly/FASBupdates to register for this webinar taking place Thursday, June 15, 10am-11:30am PT. 

Julie Gilson is a senior consultant with RoseRyan and a CPA (inactive) with over 15 years working in finance and accounting with fast-moving public and private technology companies. 

What’s hot in the deal world at the moment? The fintech sector continues to generate steam and so is another industry, the wine business. Private equity investors’ interest in turnarounds has diminished somewhat, and they are instead prioritizing growth and control in their investment strategies.

These were just some of the noteworthy learnings and interests expressed by private equity firms during the Association for Corporate Growth’s (ACG) West Coast M&A Conference in San Francisco this spring. As they networked, attendees said they’re seeking deals that typically have 10% of revenue EBITDA or a total of $3 million to $15 million of EBITDA at a minimum. Optimism is high with expectations that we’ll see deals continuing to flow but possibly slow down toward the end of the year.

Here are the highlights of what’s on dealmakers’ minds at the moment—most of the conference attendees represented firms seeking deals in the $5 million to $100 million range. The firms represented at least five states including many from New York, Massachusetts, Arizona, North Carolina, Connecticut and, of course, California.

An active market

Deal flow continues to be strong, and everyone is seeing lots of activity, according to participants of the keynote, who included Dipanjan Deb of Francisco Partners, John Kim HIG of Growth Partners and Dave Welsh of KKR.

The overall belief is that the past two years have been particularly fruitful, and that opportunities will slow down toward the end of the year as a result. The innovators of the fintech market are getting attention, leading to one of the most robust deal areas as the entire banking system is disrupted by these strong niche players.

Success vs. failure

There are some big deals to be had in the PE space. Darren Abrahamson of Bain Capital emphasized that the talent of the management teams is a critical factor in the success or failure of a deal. Everyone during a panel that included Abrahamson, Heather Madland of Huron Capital, Greg Clark of Symantec and Mark Grimse of Rambus hit on this theme: No matter how big the transaction—the outcome ultimately comes down to management’s ability to execute pre and post deal.

Moreover, they went over what derails some deals—inadequate systems and processes can take much of the blame. The panelists emphasized that successful companies need a strong understanding of their core competency (high value add) versus other strengths of their business.

A different varietal of M&A

The wine industry has had a tremendous number of deals over the past year, and owners believe it’s hitting a peak. This industry is extremely “high touch” and relationship driven due to the family nature of ownership, noted panelists who focused on this topic, including Adam Beak of Bank of the West, Pat Roney of Vintage Wine Estates and Richard Mendelson of Premium Wine Properties.

The business model of three-tier distribution comes into play as well as cash flows that can be varied across different properties. Money is not the only thing that is driving high valuations—brand and locations are key factors as well.

The road ahead

This M&A Conference had a positive tone. Deal flow this year is very strong due to the low cost of capital and the overall optimism in the economy. Overall the PE market continues to chug forward as the cost of money and quality of deals are favorable. There are some niches doing particularly well (fintech) and few areas are struggling. Valuations seem to be both beneficial to both the PE firms and companies.

Chris Vane is a director at RoseRyan, where he leads business development for this finance and accounting consulting firm’s high tech and cleantech practices. He helps fast-moving companies calm the chaos with precision finance at any stage. He can be reached at [email protected], or call him at 510.456.3056 x169.