Are we closing the GAAP on differential standards?

August 15, 2012

By Brendan Fitzgerald, CPA
2012-2013 Chair of the Executive Board

After nearly 30 years, the end of the Big-GAAP, Little-GAAP debate is near.

Then again, maybe not. I might even be committing a faux pas just by referring to it as Big-GAAP/Little GAAP instead of its current euphemistic description, “differential standards.” After this past May’s creation of the Private Company Council (PCC) by the Financial Accounting Foundation (FAF) to identify exceptions for private companies in the application of existing standards, there remains a great amount of work to complete before we can declare the debate over.

The issue has been controversial as far back as 1974, with the formation of the AICPA’s Committee on Generally Accepted Accounting Principles for Smaller and/or Closely Held Business. From purists who think generally accepted accounting principles represent one set of standardized rules used in financial reporting, to the private company stakeholders who think current standards do not adequately address the differences in reporting needs between the users of public and private company financial statements, creating generally accepted accounting principles with exceptions for private companies is daunting. Any final product must be predicated on an acceptable definition of a private, or non-public, company while addressing the needs of the users of private company financial statements. It must also provide a common sense solution for the problem it is attempting to solve.

From its inception in 2007, the Private Company Financial Reporting Committee advised FASB on private company issues. The subsequent formation of the Blue Ribbon Panel on Standard Setting for Private Companies in December 2009 was intended to provide recommendations to the FAF on the future of standard setting for private companies. The recommendations put forth in the Blue Ribbon Panel’s report issued in January 2010 included the creation of an independent standards setting board that would have direct reporting responsibility to the FAF. While that recommendation was rejected, one of the underlying arguments for the independent body was that the FASB had not exhibited much interest toward validating the issue. Given that FASB has final endorsement over recommendations advanced by the PCC, the argument will either be upheld or disproved by their decisions. As PCC recommendations are promulgated, it is imperative that there is a clear, accepted definition of the entities to which they apply. Simply using public versus private or total assets doesn’t address the complexity or uniqueness of an entity.

Is it also considered heresy to conclude that some aspect of the needs-are-different argument arises from practitioners who want relief from burdensome measurement and disclosure requirements? Many private company owners engage a CPA for financial reporting to comply with a credit agreement provision requiring them to provide financial statements prepared in accordance with GAAP. The owner is acquiescing to the provision out of necessity. Furthermore, private company owners are frequently asked to personally guarantee the debt of the entity, thus relegating the GAAP basis financial statements to being one part of the credit-decision process (albeit an important part). If a private company owner views financial reporting as merely a check mark toward satisfying a lender’s regulatory documentation requirement, their engagement in the process tends to increase only as their concern for satisfying their lender’s needs increases. While they trust us as professionals, they are not pleased when our adjustments or disclosures to bring the financial statements into compliance with GAAP lead to violating a loan covenant. Another use of GAAP basis financial statements in the marketplace is driven by transactions between owners and prospective buyers. These two examples are commonplace and can elevate our anxiety. That is not to suggest we create accounting standards to produce only happy results, but recognize that we must balance the wants and needs of the users with recommended exceptions or modifications.

We must also not lose sight of the objective to improve financial reporting for private companies. The acceptance of GAAP basis financial statements stems from their relevance, reliability, consistency and comparability. For some time now FASB has been broadening the use of fair value measurements and disclosures for statements to be GAAP compliant. In the examples illustrated in the preceding paragraph – a lender or prospective buyer – statements prepared using fair value sure seem to be a solution. Presenting assets and liabilities at fair value could be useful in either case. You can argue that such a presentation is more relevant, but it is likely to lack reliability. Once that argument begins, comparability and consistency – or lack thereof – is not far behind. Furthermore, a private company owner who, when presented with the requirement that the assets and liabilities be presented in the financial statements at fair value also receives an education on professional independence, questions why we have to make it so complicated, we’d like to have an answer.

If we cannot arrive at widespread acceptance and reasonable implementation, all we have accomplished is creating additional diversity in private company financial reporting. Additional complexity and higher cost is not a desired outcome. When the time comes for public comment of PCC recommendations, if the only respondents are CPAs, we might have no choice but to conclude that the debate will never be over.


As I see it: What I heard from members at the spring PIUs

August 14, 2012

by Clarke Price, President and CEO

The Society’s Professional Issues Updates (PIUs) are great programs. The 15 PIUs that we held this spring were attended by 2,928 members and the PIUs reached a total of 3,960 individual members in the fall 2011 and spring 2012 combined—that’s 29% of OSCPA’s resident CPA membership.

While the PIUs are an update on the major issues facing the CPA profession and business, sprinkled with a bit of my humor and sarcasm, they provide a unique opportunity to hear what’s keeping our members awake at night. The spring PIUs provided a unique snapshot of what members are thinking:

The political environment is a major concern/interest. In almost every session, the number one issue of interest was the political environment and outlook for the future. Regardless of whether it’s the Ohio General Assembly or Congress, PIU participants are concerned about the effective stalemate that exists in the political process. Issues aren’t moving and there seems to be a chasm that divides legislators and prevents them from talking across the spectrum of political philosophies. With the number of very significant issues that need attention, from extending the current tax cuts to the multitude of tax extenders that require action to the potential impact of sequestration, the inaction in Congress is of particular concern. And every bit as concerning is the lack of progress on critical issues in Ohio like municipal tax reform and ensuring Ohio’s fiscal stability and viability through changes such as reforms to our public pension systems.

OSCPA should continue to oppose proposals to tax accounting services. That’s one very clear message that came out of the PIUs. In the polling that was part of the Spring PIUs, 80% of respondents said OSCPA should continue its opposition to taxing accounting services, 15% responded that times have changed and OSCPA’s steadfast opposition wasn’t the correct position in today’s environment and 5% weren’t sure what the correct position should be. Ohio CPAs recognize the financial hardship the tax would put on our small businesses, and the competitive disadvantage professionals in our state would face. But to be clear, OSCPA’s position has long been that, should a strong case be made, we could support taxing services if the tax was applied to all professional services. However, if there is a single exemption for legal services, medical services or any other service, OSCPA will mobilize all resources to have accounting services excluded from the tax.

CPAs acknowledge the need to plan for the departure of the Boomers, but they aren’t doing anything about it. Time and time again, there was concurrence with the observation that CPA firms aren’t dealing with the reality that Boomer partners or owners are going to depart in record numbers, but there’s precious little planning going on to get ready. For sole practitioners there’s an even more significant issue:  the failure to take steps now to arrange for services to be provided to clients in the event of the practitioner’s death or temporary incapacity. There’s clear recognition of the importance of these issues, but there’s also little action to address them.

Managing through generational differences is a continuing source of interest. Any time I brought up the issue of managing across the generations, or defining generational differences, there was clear interest among the PIU participants. However, I observed a significant difference in comments and audience reactions this spring. Where the automatic reaction in the past was to complain about the differences among the Milennials, this year there was also significant interest in the differences that Boomers bring to the challenge of managing people. In particular, there was interest in the impact of Boomers working past their mid-60s and how that’s blocking advancement opportunities for the generations behind them. And there’s always interest in how to deal with the Boomers as they personify the “grumpy old man/woman” characterization. Having reached that stage myself, I know this is a tough challenge!

Private Company Standards is a major topic of interest. Whether it’s the FAF plan to create a Private Companies Council that will recommend deviations from GAAP for private companies or the AICPA plan to develop guidance under OCBOA, the overwhelming sentiment was that something needs to be done for private companies. While there’s support for change, there’s also angst that it’s taken so long to get to this point and concern about just what the change(s) will mean.

There’s suspicion about the direction of PCAOB and the potential for a cascade of changes to non-public companies. PCAOB’s consideration of changes to the auditor’s reporting model and proposals to mandate audit firm rotation are a source of concern. While PCAOB’s scope only affects public companies and their auditors, there’s clear concern among PIU participants that these changes will cascade down and become the norm. Some PIU participants have a clear distrust of PCAOB’s direction, and the majority have a concern about PCAOB’s motivations and believe “overreach” may be the word of the day. Read July CPA Voice roundtable discussion, What’s next for the audit profession? featuring the opinions of several Ohio CPA audit experts.

Members like the new format of CPA Voice. While changing the format from a standard page size to a tabloid format might not seem significant, going back to a traditional page size is a hit with members. That change hits close to home since the move to a tabloid was my idea, and it was a clear loser with members!

The Professional Issues Updates are one of the most enjoyable things I get to do as OSCPA’s CEO. The opportunity to interact with members and talk about what’s going on is fun and I enjoy putting the program together. My swan song with the PIUs will be this fall. To find the session that’s closest to you, go to the PIU page on OSCPA’s website and get registered. Remember, the PIUs provide 4 CPE credits at no charge and they’re offered EXCLUSIVELY for OSCPA members. The staff and I are already working to make the fall PIUs a hoot. cp

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