Webinar Slides: Third Quarter 2016 Accounting & Financial Reporting Update

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CBIZ & MHM Executive Education Series CBIZ & MHM Executive Education Series

Third Quarter Accounting and Financial Reporting Update Mike Loritz, Mark Winiarski, Bill Smith Sept. 13 & Oct. 19, 2016


About Us

Together, CBIZ & MHM are a Top Ten accounting provider Offices in most major markets Tax, audit and attest and advisory services Over 2,900 professionals nationwide

A member of Kreston International A global network of independent

accounting firms

MHM (Mayer Hoffman McCann P.C.) is an independent CPA firm that provides audit, review and attest services, and works closely with CBIZ, a business consulting, tax and financial services provider. CBIZ and MHM are members of Kreston International Limited, a global network of independent accounting firms.


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Disclaimer

The information in this Executive Education Series course is a brief summary and may not include all

the details relevant to your situation.

Please contact your service provider to further discuss the impact on your business.


Presenters

Mike has 18 years of experience in public accounting with diversified

financial companies and other service based companies, including

banking, broker/dealer, investment companies, and other diversified

companies ranging from audits of public entities in the Fortune 100 to

small private entities.

He is the Director of the Audit Resource Group and a member of MHM's

Professional Standards Group, providing accounting knowledge

leadership in the areas of derivative financial instruments, complex

financial instruments, share-based compensation, fair value, debt/equity

and others.

816.945.5611 [email protected]

MIKE LORITZ, CPA MHM Shareholder


Presenters

Mark is a member of our Professional Standards Group (PSG). Mark's

role includes instructing in the national training programs, serving as a

subject matter expert at webinars and conferences, and preparing MHM

publications on accounting and auditing issues.

As a PSG member, Mark consults with clients and engagement teams

across the country in many areas of accounting and auditing. Mark has

served clients as an auditor, consultant and advisor in numerous

industries including manufacturing, distribution, mining, retail sales,

services and software.

816.945.5614 [email protected] @KCWini

MARK WINIARSKI, CPA MHM Shareholder


Presenters

Bill Smith is a managing director in the CBIZ National Tax Office. Bill

monitors federal tax legislation and consults nationally on a broad range

of foreign and domestic tax services for businesses and individuals,

including mergers and acquisitions, domestic and international

investments or divestitures, and the review, negotiation and drafting of

tax aspects for business agreements.

301.951.3636 [email protected]

WILLIAM M. SMITH, Esq. Managing Director,

CBIZ National Tax Office


Agenda

Final Accounting Standards Updates

02

01

03

04

Other Financial Reporting Updates

Federal Tax Update

Questions 05

Preparing for Year-End


Final Accounting Standards Updates


Not-for-Profit Entities: Presentation of Financial Statements

First major revision for NFPs since 1993 Process began in 2011 Phase 1 is complete with ASU 2016-14

Applicable for all NFPs, including:

Charities Foundations Private colleges and universities Nongovernmental health care providers Cultural institutions Religious organizations Trade associations


Not-for-Profit Entities: Presentation of Financial Statements

Development When Are the

Changes Effective

Recommended Actions

NFP Financial Statements - Phase 1

Net Assets

Underwater Endowments

Liquidity and Availability of Resources

Expense Reporting

Reporting of Investment Return

Operating cash flows

Years ending December 31,

2018 and Later

Understand the new standards

Develop prototype

Review with external auditors

Share changes with audit committee in advance of final implementation

Alter and revise as needed


NFP Changes to Net Assets

With Donor Restrictions

Nature and Amount of Donor Restrictions Amount, purpose, and type of board

designations

Without Donor Restrictions

Temp. Restricted Unrestricted Perm. Restricted

Current GAAP

Revised GAAP

+

Disclosures


NFP Changes to Underwater Endowments

In addition to aggregate amounts by which funds are underwater

(as currently required) there will be additional disclosures of the board policy concerning appropriation from such funds as well of the aggregate original corpus of such funds.

Will now be reflected as part of With Donor Restrictions roll-up

rather than as a charge to unrestricted net assets as under prior rules

Revised Net Asset classification

Enhanced Disclosures


NFP Changes to Liquidity and Availability of Resources

Will now require disclosures relative to liquidity and availability of resources as follows

Qualitative information on how an NFP manages its liquid available resources and its liquidity risk (in the notes)

Quantitative information that communicates the availability of an NFPs financial assets at the balance sheet dates to meet cash needs for general expenditures within one year (on the face and/or in the notes)


NFP Changes Expense Reporting

Report expenses, either on the face of financial statements or in the notes, by Function (currently required) Natural classification With analysis of program detail Will likely entail a matrix presentation by most

organizations

Will require further disclosure about methods used to allocate costs among program and support functions

Incorporates more guidance on allocating costs from management and general Direct conduct or direct supervision will now be the standard to allow

for allocation


NFP Changes to Reporting of Investments Return

Net presentation of investment expenses against investment return on the face of the statement of activities will be required

Netting limited to external and direct internal expenses

Will still report within restriction types the amount allocable to such and elements allocable to operating and non operating as per prior practice

Changes in Presentation

Disclosure of investment expenses no longer required

Most had already netted these expenses against returns, however netting of investment expenses is now required for all

No longer require disclosure of investment return by interest, dividends, realized gains (losses), and unrealized gains (losses)

Changes in Disclosures


NFP Additional Changes

Capital gifts without donor restrictions: Eliminates the over-time approach Requires the placed-in-service approach

Operating cash flows

Retains the option for the indirect or direct method cash flow statement

Eliminates the required reconciliation of the direct method to the indirect method


NFP Effective Date and Transition

Effective for annual periods beginning after December 15, 2017 June 30, 2019 fiscal year-ends

Early adoption is permitted Retrospective transition, except

Analysis of expenses by natural classification and functional expense Unless previously required to present a statement of functional

expense

Disclosures on liquidity and availability of resources Disclose reclassifications and restatements, if any, on net asset

classes for each period presented

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ASU 2016-15 Statement of Cash Flow

1. Debt prepayment and extinguishment Present as financing activities

2. Zero-coupon debt

Interest accretion presented as operating activities Principal portion presented as financing activities Includes debt with insignificant interest rates

Excludes commercial paper



3. Contingent consideration in a business combination Separate cash payments as financing and operating

activities Up to the original recognized liability are financing

activities Excess cash payments are operating activities

Payments made soon after an acquisition are investing activities



4. Proceeds from insurance Classify based on nature of the loss

5. Proceeds from life insurance

Settlement proceeds classified as investing activities

Payment of premiums may be classified as:

Operating activities Investing activities Combination of operating and

investing

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6. Distributions from equity method investments: Cumulative earnings approach

Classify as operating activity Excess distributions treated as investing activity

Nature of distributions approach Return on investment = operating activity Return of investment = financing activity

Does not apply to equity investments reported using the fair value option



7. Beneficial interests in securitization transactions Transferors beneficial interest presented as noncash

activity Payments on a transferors beneficial interest

classified as investing activity

8. Predominance principle If no specific guidance, classify by separately

identifiable sources Otherwise by predominant source or use of cash

flows


ASU 2016-15 Effective Date and Transition

Calendar years ended: Public business entities: December 31, 2018

Including interim periods All other entities: December 31, 2019 Early adoption permitted

Retrospective transition

If impracticable then apply prospectively from earliest date possible


Other Financial Reporting Updates


FASB Exposure Drafts

Disclosure framework income taxes Additional disclosures:

Domestic and foreign tax components

Impact of enacted tax law changes Changes in assertions of indefinite reinvestment of

foreign earnings and aggregate foreign cash holdings Information about unrecognized tax benefits and

valuation allowances for public business entities Clarifies requirements for income tax rate

reconciliations for public business entities

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FASB Exposure Drafts

Plan accounting EBP master trust reporting Align disclosures to require single line presentation

across different plan types Enhanced and streamlined disclosure requirements

Not-for-profit entities: Consolidation of limited

partnerships and similar entities Retain existing consolidation guidance in the NFP

guidance


Derivatives & Hedging Exposure Draft

Hedging Project Overall

Simplify hedge accounting for preparers Significantly change many aspects of hedge accounting:

Qualifying transactions Documentation Effectiveness vs Ineffectiveness Presentation and Disclosure


Derivatives & Hedging

Qualifying Transactions Component Hedging

A non-financial hedged item may be a contractually specified component or ingredient linked to an index or rate stated in the contract.

Benchmark Interest Rates Variable rate An entity may designate the contractually specified

index rate in cash flow hedges of interest rate risk, thus eliminating the concept of benchmark interest rates for variable-rate financial instruments.

Fixed rate Retain the existing definition of benchmark interest rates and also add the Securities Industry and Financial Markets Association Municipal Swap Index (SIFMA) to the list of acceptable rates

Fair Value Hedge Designate a portion of the term of a fixed rate instrument



Hedge Documentation Hedge Documentation

Initial quantitative testing aspect of hedge documentation requirements may be completed before or at the three-month effectiveness testing period. No longer required to be contemporaneous

The timing of the preparation of all other hedge documentation would not change.

Short Cut An entity may apply a long-haul method if for some reason use of

the shortcut method was or is no longer appropriate (method must be documented at inception).



Effectiveness vs Ineffectiveness Testing Effectiveness Threshold

Retain the highly effective threshold Hedge Effectiveness Testing

Initial quantitative testing of all hedges required Exceptions only if they meet the requirements for the shortcut or

critical terms match methods. Required to perform subsequent quantitative effectiveness

testing only if facts and circumstances change Critical Terms Match

Assume maturity and forecasted transaction are the same if the occur within 31 days


Derivatives & Hedging Exposure Draft

Presentation and Timing The change in the fair value of the hedging derivative would

no longer be split between effective and ineffective portions. Fair value hedges If the hedging relationship meets the

highly effective threshold, the entire change in the fair value of the derivative would be recorded in the same income statement line as the hedged item.

Cash flow hedges If the hedging relationship meets the highly effective threshold, the entire change in the fair value of the derivative would be recorded in other comprehensive income.

Amounts reclassified from AOCI will be presented in the same income statement line item as the hedged item.



Disclosures Require additional disclosures related to cumulative basis

adjustments for fair value hedges Amend certain tabular disclosures in current GAAP to focus

on the impact of hedge accounting on income statement line items, and

Require enhanced qualitative disclosures to describe quantitative goals, if any, set to achieve hedge accounting objectives.


SEC Activity

Definition of smaller reporting company Increase public float requirement from $75 million to

$250 million Retain accelerated filer status threshold at $75 million

Disclosure Simplification Core company business information Company performance, financial information and

future prospects Risk and risk management Securities of the registrant


PREPARING FOR YEAR END

Going Concern Evaluation


Managements Evaluation of Going Concern

Prior Guidance New Guidance

Authoritative Source Auditing standards Accounting standards

Time period One year from the balance sheet date

One year from the date the financial statements are issued/available to be issued

Addresses When must an auditor include an emphasis-of-matter paragraph in the auditors report

When must management disclose the existence of substantial doubt and managements plans

US GAAP requires a presumption of going concern, until liquidation becomes eminent


Managements Evaluation of Going Concern

Requires management to evaluate If substantial doubt about an entities ability to continue

as a going concern exists If substantial doubt does exist, then management must

evaluate if it is probable that Managements plans to alleviate the substantial doubt will be

effectively implemented Managements plans to alleviate the substantial doubt will

mitigate the conditions and events that gave rise to the substantial doubt


Substantial Doubt

Substantial Doubt Conditions and events, in aggregate, indicate it is

probable that the entity will be unable to meet its obligations as they come due within one year after the date the financial statements are issued (available to be issued)

Probable events that are likely to occur This is a higher threshold then more-likely-than-not

Consider known and reasonably knowable conditions


Considerations

Qualitative and quantitative information

Financial condition Liquidity Conditional and unconditional obligations Employee disputes and work stoppages Compliance with laws and regulations

Managements plans

Selling assets Borrowing funds or restructuring debt Delay expenditures Raise capital


Going Concern - Disclosures

Conditions and events that raise(d) substantial doubt Managements evaluation of those conditions and events in

relation to the entitys ability to meet its obligations

Managements plans that are intended to alleviate (alleviated) the substantial doubt

If the substantial doubt is not alleviated, an explicit statement about the entities ability to continue as a going concern within one year from the date the financial statements are issued.

When substantial doubt is alleviated in a subsequent period explanation of how the relevant conditions were resolved


Example Evaluation

At December 31,

2016 an entity has a significant debt due February 15, 2017

Management determines it is

unable to pay off the debt when it is due

On February 15, 2017

management signs an extension on the

debt to February 28, 2018

The financial

statements are available for issuance

on March 15, 2017

What additional

analysis is necessary?


Example Evaluation

The debt is due within one year of the March 15, 2017 date of the financial statements. Management evaluates whether the entity will be able to

repay the debt at February 28, 2018 Consider operating budgets and plans Liquid assets

Evaluate managements plans Ability to refinance the debt


Example Evaluation

Management concluded that it was unable to satisfy the obligation on February 28, 2018 Substantial doubt about the entitys ability to continue as a

going concern exists Managements plan mitigates the substantial doubt

because management expects to be able to extend or refinance the debt Disclosure is made that the condition of debt raises the risk of

substantial doubt The conclusion that the lack of liquidity leads to substantial doubt

existing Managements plan to refinance that alleviates the substantial

doubt


Transition Issues and Effective Date

Internal control Processes may be needed to evaluate and document

the going concern evaluation

Identify the appropriate members of management

Determine the form of documentation

Consider information reporting needs

Effective for calendar year ended: December 31, 2016 Interim periods within annual periods beginning after

December 15, 2016


FEDERAL TAX UPDATE


New Partnership Audit Rules Effective Date

On November 2, 2015 President Obama signed into law the Bipartisan Budget Act of 2015 (BBA).

The new provisions are generally effective for partnership tax years beginning after December 31, 2017. Partnerships may elect however, to apply the new rules to any returns filed for tax years beginning after November 2, 2015 New Opt In regulations were issued August 4 with requests

for comments by October 4.

The BBA provides a fundamental change in the way that examination and collection of tax from partnerships will be conducted.


Background and Reason for the Change

According to a 2014 report from the Government Accountability Office, the IRS audited less than 1% of the 2012 income tax returns of large partnerships (i.e., those with greater than $100 million in assets), essentially the same audit rate as individual income tax returns. By contrast, over 27% of large C corporations were audited.

The Joint Committee on Taxation has estimated that

the new partnership audit rules will raise $9.3 billion over the next 10 years. Clearly, Congress is giving a mandate to the IRS to audit more large partnerships.


Background and Reason for the Change

Table 9a. Examination Coverage: by Type and Size of Return

Type of return 2013 2014 2015

C Corporations (small < $10 M assets) 1.0% 1.0% 0.9%

C Corporations (large > $10 M assets) 15.8% 12.2% 11.1%

Partnership returns 0.4% 0.4% 0.5%

S corporation returns 0.4% 0.4% 0.4%

Source: Internal Revenue Service Data Book, 2013 - 2015

Returns Filed

Table 2. Number of Returns and Other Forms Filed, by Type of Return, FY 2011 - 2015 (in thousands)

Type of return201020112012201320142015

C or other corporation2,3562,3132,2632,2482,2212,216

S Corporation - Form 1120S4,5084,5454,5804,5664,6434,717

Partnership - Form 10653,5093,5743,6263,6863,7993,883


Audit Statistics

Source: Internal Revenue Service Data Book, 2014

Table 9a. Examination Coverage: by Type and Size of Return, Fiscal Year 2014 (in thousands)

All returns filed inReturns Examined In Fiscal Year 2014

Calendar Year

Type of return2013Total% CoveredFieldCorrespondence

Individual income tax returns145,2361,2420.9291951

Individual > $1 million of income458347.51519

C Corporations1,925261.3242

C Corporations (small < $10 M assets)1,812171.0161

C Corporations (large > $10 M assets)64812.271

Estate & trust income tax returns3,17940.113

Estate tax returns3438.530

Gift tax returns37130.830

Partnership returns3,649160.4115

S corporation returns4,519160.4151

Sheet3

Table 9a. Examination Coverage: by Type and Size of Return

Type of return201320142015

C Corporations (small < $10 M assets)1.0%1.0%0.9%

C Corporations (large > $10 M assets)15.8%12.2%11.1%

Partnership returns0.4%0.4%0.5%

S corporation returns0.4%0.4%0.4%



Operative Provisions - General

The purpose of the new audit and adjustment regime is to streamline partnership audits into a single set of rules for both the partners and the partnership.

The new regime generally provides for assessment and collection of under paid taxes, penalties and interest at the partnership level.

The new regime applies to all partnerships, except for certain qualifying partnerships that affirmatively elect out of the new rules.


Operative Provisions - Electing Out

A qualifying partnership can elect out of the new audit procedures. Generally a qualifying partnership must meet three requirements in

order to elect out. Number of partners Type of partners Form of election

The election to opt out is an annual election. The election is made on a timely filed return and will include a disclosure of the name and TIN of each partner of such partnership and the partnership is required to notify each partner of such election. In the case of an S corporation partner, the partnership will need

to disclose the name and TIN of each shareholder of the S corporation.


Operative Provisions - Electing Out - Number of Partners

The election out of the new rules is available for partnerships with 100 or fewer partners.

The number of partners is based upon the number of statements (i.e. K-1s) that are issued during the year. Any transfers of partnership interests during the year are included as the requirement is based upon the number of statements issued.

In the case of an S corporation partner, the number of statements issued by the S corporation must be taken into account in determining the 100 or fewer test.


Operative Provisions - Electing Out - Type of Partners

In order to be eligible to elect out of the new rules, all partners of the partnership must be a Individual C corporation Any foreign entity that would be treated as a C

corporation were it domestic S corporation Estate of a deceased partner

Noticeably absent from the list of qualifying partners are partnerships and trusts


Operative Provisions - Consistency Requirement

The new regime provides that a partner shall treat an item consistently with the partnerships reporting of such item If there is an underpayment due to an inconsistent

treatment, any tax shall be assessed and collected as if it was a math error on the partners return

A partner can take an inconsistent position if proper

disclosures have been made.


Operative Provisions Designation of Partnership Representative

The new regime provides that the partnership shall designate a partner (or other person) with a substantial presence in the United States as the partnership representative who shall have the sole authority to act on behalf of the partnership under the new audit procedures. If an individual has not been designated by the partnership the Secretary may select any person as the partnership representative.

The partnership representative will essentially bind the partnership and partners by their actions.


Operative Provisions - Partnership Adjustments - New Terms

The new audit regime introduces some new terms that need to be defined as Reviewed Year - the partnership taxable year to

which the item being adjusted relates Adjustment Year - the partnership taxable year in

which In the case of an adjustment pursuant to the decision of a

court in a proceeding brought under Section 6234; such decision becomes final;

In the case of an administrative adjustment request under Section 6227, such AAR is made or;

In any other case, notice of the final partnership adjustment is mailed under Section 6231.


Operative Provisions - Partnership Adjustments - New Terms

Imputed underpayments are determined for any reviewed year by netting all adjustments (income, gain, loss or deduction) and multiplying the net result by the highest rate of tax in effect for the reviewed year under Section 1 or 11.

Adjustments for items of credit increase or decrease

the amount determined in the prior sentence.


Operative Provisions - Partnership Adjustments - When Taken into Account

If the adjustment results in an imputed underpayment, the partnership shall pay the amount due in the adjustment year.

Any adjustment that does not result in an imputed

underpayment, shall be taken into account by the partnership in the adjustment year As a reduction in non-separately stated income or an

increase in a non-separately stated loss; or In the case of a credit, as a separately stated item


Operative Provisions - Partnership Adjustments - Modification of the Imputed Underpayment

There are currently three ways to modify the calculation of the imputed underpayment amount.

Modification of applicable highest tax

rate

Tax-exempt partners

Amended returns of partners



Amended returns of partners - one or more of the partners file an amended return for the taxable year of the partner which includes the end of the reviewed year of the partnership and such returns take into account all adjustments properly allocated to such partner (and any other taxable year with respect to which any tax attribute is affected by reason of such adjustments) and payment of any tax due is included with such return - then the imputed underpayment amount shall be determined without regard to the portion of the adjustments so taken into account.

In the case of a reallocation of an item from one partner to

another - all affected partners must file an amended return to modify the imputed underpayment amount.



Tax-exempt partners - partnership can provide that a partner is tax-exempt as defined under Section 168(h)(2).

Modification of applicable highest tax rate - if ordinary income - in the case of a C corporation; if capital gain or qualified dividend income in the case of an individual. An S corporation is considered an individual.


Operative Provisions - Alternative to Payment of Imputed Underpayment by Partnership - Push-Out

A partnership can elect to push-out the adjustment to the partners in the

reviewed year.

The election is made within 45 days of

receiving the notice of final partnership adjustment and is

revocable only with the consent of the

Secretary.


Operative Provisions - Alternative to Payment of Imputed Underpayment by Partnership - Push-Out

The partner calculates the additional tax that would be required for the reviewed year plus any additional tax for any intervening year - and adds such amount to their tax return for the year that they receive the push-out statement In other words, if a partner receives the push-out notice in

2020 for a 2018 adjustment, they would take the 2018 tax and 2019 tax if applicable and add it to their 2020 tax return when filed. The statute appears to be clear that an increase in tax is taken into account - it does not mention a reduction.

Interest is determined at the partner level and is charged at

the rate of the short term AFR plus 5% instead of 3% (i.e., a toll charge of 2% that otherwise would have been due).


Partnership/LLC Agreements

Existing and newly-formed partnerships will want to consider whether their partnership agreements should be amended or drafted to address the new partnership audit rules regime. Items to consider include: Partnership Representative Electing Out Modification Push Out

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Slide Number 1About UsBefore We Get StartedCPE CreditDisclaimerPresentersPresentersPresentersAgendaFinal Accounting Standards UpdatesNot-for-Profit Entities: Presentation of Financial StatementsNot-for-Profit Entities: Presentation of Financial StatementsNFP Changes to Net AssetsNFP Changes to Underwater EndowmentsNFP Changes to Liquidity and Availability of ResourcesNFP Changes Expense ReportingNFP Changes to Reporting of Investments ReturnNFP Additional ChangesNFP Effective Date and TransitionASU 2016-15 Statement of Cash FlowASU 2016-15 Statement of Cash FlowASU 2016-15 Statement of Cash FlowASU 2016-15 Statement of Cash FlowASU 2016-15 Statement of Cash FlowASU 2016-15 Effective Date and TransitionSlide Number 26FASB Exposure DraftsFASB Exposure DraftsDerivatives & Hedging Exposure DraftDerivatives & HedgingDerivatives & HedgingDerivatives & HedgingDerivatives & Hedging Exposure DraftDerivatives & HedgingSEC ActivityPreparing for Year EndManagements Evaluation of Going ConcernManagements Evaluation of Going ConcernSubstantial DoubtConsiderationsGoing Concern - DisclosuresExample EvaluationExample EvaluationExample EvaluationTransition Issues and Effective DateFederal Tax UpdateNew Partnership Audit Rules Effective DateBackground and Reason for the ChangeBackground and Reason for the ChangeOperative Provisions - GeneralOperative Provisions - Electing OutOperative Provisions - Electing Out - Number of PartnersOperative Provisions - Electing Out - Type of PartnersOperative Provisions - Consistency RequirementOperative Provisions Designation of Partnership RepresentativeOperative Provisions - Partnership Adjustments - New TermsOperative Provisions - Partnership Adjustments - New TermsOperative Provisions - Partnership Adjustments - When Taken into AccountOperative Provisions - Partnership Adjustments - Modification of the Imputed UnderpaymentOperative Provisions - Partnership Adjustments - Modification of the Imputed UnderpaymentOperative Provisions - Partnership Adjustments - Modification of the Imputed UnderpaymentOperative Provisions - Alternative to Payment of Imputed Underpayment by Partnership - Push-OutOperative Provisions - Alternative to Payment of Imputed Underpayment by Partnership - Push-OutPartnership/LLC AgreementsSlide Number 65If You Enjoyed This WebinarConnect with UsSlide Number 68

Economy & Finance

Webinar Slides: Third Quarter 2016 Accounting & Financial Reporting Update