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Accounting Research
Manager(TM)
Weekly Summary of
Developments
April 14-18, 2008
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Weekly Summary.
Accounting and SEC
Headlines
Securities Registration -- SEC Publishes Guide
Revenue Recognition -- FASB Discusses Revenue Recognition and
Other Matters
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ACCOUNTING AND SEC HEADLINES:
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Securities Registration --
SEC Publishes Guide
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The SEC staff has published a
small entity compliance guide covering the SEC's recently issued final rule, Revisions
to Form S-11 to Permit Historical Incorporation by Reference. The final
rule revises Form S-11 to permit an entity that has filed an annual report for
its most recently completed fiscal year and is also current with respect to its
reporting obligations under the Securities Exchange Act of 1934 to incorporate
by reference into Form S-11 information from its previously filed Exchange Act
reports and documents. The final rule was effective April 15, 2008.
The Guide summarizes and
explains the final rule and includes the following topics:
-Eligibility to incorporate
by reference;
-Guidance for smaller
reporting companies on procedural requirements;
-Effective date for smaller
reporting companies; and
-Transition guidance for
smaller reporting companies.
Revenue Recognition --
FASB Discusses Revenue Recognition and Other Matters
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As reported in its
"Action Alert" publication, the FASB discussed the following items at
its April 9, 2008 meeting:
-Revenue recognition;
-Measurement of liabilities;
and
-Reconsideration of FASB
Interpretation (FIN) No. 46 (Revised 2003), Consolidation of Variable
Interest Entities.
The FASB discussed drafts of Chapters
2, 3, and 4 for the upcoming discussion paper on revenue recognition. These
chapters cover accounting for contracts with customers and the identification
and satisfaction of performance obligations. The FASB asked its staff to
consider how the proposed revenue recognition model could be articulated based
on the existing definition of an asset, rather than the FASB's
working definition from its "Conceptual Framework Project." The FASB
also asked its staff to explain the alternative view held by some members that
revenue cannot arise at contract inception.
At its meeting on April 9,
2008, the FASB also discussed comments received from constituents on proposed
FASB Staff Position (FSP) FAS 157-c, Measuring Liabilities under FASB
Statement No. 157. Specifically, the FASB decided to make the following
changes to this proposed FSP:
-Modify paragraph 6 to
clarify that the exceptions to the use of Level 1 inputs in paragraphs 25 and
26 of FASB Statement No. 157, Fair Value Measurements, continue to be
available under the guidance in the proposed FSP;
-Clarify that when using a
quoted price in an active market, an entity should ensure that the item for
which the quote pertains is identical to the unit of account for the liability
being measured;
-Modify paragraph 6 of the
proposed FSP to clarify that the best measurement of fair value for an entity's
liability is the price at which that liability is traded as an asset;
-Clarify that the intent of
the measurement guidance in paragraph 7 of the proposed FSP is to be a starting
point for the fair value measurement of a liability and that any amounts
calculated under that guidance may need to be adjusted further to remain
consistent with the principles of Statement 157;
-Clarify that the effect of
initially applying the guidance in the proposed FSP should be included as a
change in fair value in the period of adoption;
-Specify that the final FSP
will be effective at the later of (a) the beginning of the first
reporting period ending after the issuance date of the FSP or (b) the
beginning of the period in which an entity initially applies Statement 157.
The FASB also discussed
amending certain key provisions of FIN 46R, primarily as a result of the
potential elimination of the "qualifying special-purpose entity" concept
in FASB Statement No. 140, Accounting for Transfers and Servicing of
Financial Assets and Extinguishments of Liabilities, and in FIN 46R along
with the recent activities in the credit markets. The FASB supported requiring
an enterprise (including its related party and de facto agents) to determine
whether it is the enterprise that must consolidate a variable interest entity
(the primary beneficiary) primarily through a thorough qualitative assessment.
If an enterprise is unable to determine if a primary beneficiary exists (or
does not exist) through the qualitative assessment, the enterprise would
perform the current quantitative analysis described in FIN 46R. The FASB also
approved the addition of the "passive interest" concept, which is an
interest in a variable interest entity:
-That has a maximum exposure
that is capped (it cannot exceed an amount determinable at the date of the
enterprise's involvement with the entity);
-In which the enterprise
(including related parties and de facto agents) with the interest has no
involvement with the design or redesign of the variable interest entity;
-In which the enterprise has
no additional involvement or interests with the variable interest entity;
-In which the interest does
not give the entity significant control rights; and
-In which the interest is
insignificant.
The Board agreed that an
enterprise with a passive interest would not be considered the primary
beneficiary in any circumstance when the interest is passive.
As also reported in its
Action Alert publication, the FASB is scheduled to meet jointly with the IASB
on April 21 and 22, 2008, to discuss the following items:
-Memorandum of understanding;
-Revenue recognition;
-Meeting of the Corporate
Reporting Users' Forum;
-Standard setters' responses
to the credit crisis; and
-Conceptual framework:
objectives and qualitative characteristics and reporting entity.
The FASB and IASB (the
"Boards") are expected to discuss their joint cooperation agreement
which was originally signed in February 2006. The Boards are scheduled to hear
an overview from representatives of the European Financial Reporting Advisory
Group regarding the Pro-active Accounting Activities in Europe Discussion
Paper, Revenue Recognition - A European Contribution. Finally, the Boards
are expected to consider the implications of adopting the "entity
perspective," in which the entity itself is the subject matter of
financial reporting. The Boards will also consider whether and, if so, how they
might invite comments on potential implications of decisions already reached on
phases for matters that are being or are yet to be considered in other phases
of the project.
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