Private Company Council — Meeting Recap
April 1 and 2, 2019
The Private Company Council (PCC) met on
Monday, April 1, 2019, and Tuesday, April 2, 2019. Below is a brief summary of
issues addressed by the PCC at the meeting, categorized by project:
- Practical Expedient to
Measure Grant-Date Fair Value of Equity-Classified Share-Based Awards:
PCC members and the Board continued their discussion from the December 2018
meeting about a potential practical expedient to allow private companies to
use the exercise price of their equity-classified share-based payment as the
current price for purposes of determining the grant-date fair value of an
award (as long as the awards are not in the money at the grant date).
The discussion was predominantly about the process and procedures currently
employed by private companies to establish an award's exercise price and what
procedures auditors perform to become comfortable with those processes and
procedures. Board members and PCC members also discussed whether the
difficulties associated with the current price input is an accounting issue
that can effectively be addressed through standard setting, an audit issue, or
both.
PCC members then discussed the additional outreach that will be
needed to better understand preparer and auditor procedures for establishing
and auditing the exercise price and current price of an equity-classified
award. This outreach will help the PCC and the Board determine whether a
practical expedient that is operable, auditable, and cost effective for
private companies can be developed.
- Implementation Topics:
PCC members discussed private company implementation activities related to the
recently updated leases and revenue recognition standards. Members indicated
that many private company stakeholders are not adequately prepared for the
upcoming effective dates. PCC members suggested that additional educational
materials, especially on accounting for transition to the new leases standard,
may significantly benefit stakeholders.
- Distinguishing
Liabilities from Equity: PCC members generally supported the reduction in
the number of models for convertible debt and preferred shares. Some
members inquired about the intention and language of the new disclosure
requirements.
- Disclosures
by Business Entities about Government Assistance: The staff briefed the
PCC about the Board's recent decision to do additional outreach on the
cost-benefit concerns of the proposed disclosures, as updated for the Board's
decisions during redeliberations. PCC members continued to have mixed
views about the usefulness of the information that the disclosures
provide.
- Financial
Performance Reporting: PCC members cautioned that developing a standard
for all organizations will be difficult because of management evaluating
different metrics as a company grows. Some PCC members noted that
disaggregated information that helps users understand in greater detail the
expenses that have been reported on the income statement would be decision
useful.
- Simplifying
the Balance Sheet Classification of Debt: PCC members discussed the
complexity associated with the project and continued to support the view that
unused lines of credit should not be considered in determining debt
classification.
- Disclosure
Framework: Disclosure Review—Income Taxes: PCC members discussed the
potential difficulties with disaggregating income tax information at the state
level related to estimating current and deferred income tax expense and the
use of blended rates.
- Disclosure—Codifying
SEC Disclosures: PCC members generally supported the project but indicated
that some of the disclosures discussed would not be cost beneficial because of
the ability of private company stakeholders to obtain that information through
their access to management.
The next PCC meeting will be held on
Monday, June 24 and Tuesday, June 25, 2019, in Norwalk, CT.
PCC Meeting Recaps are provided for those
interested in following the activities of the PCC. Official positions of the PCC
and the FASB are reached only after extensive due process & deliberations.
More details on the PCC's input on the FASB's projects can be found within the
meeting minutes, which will be published on the PCC website in the coming
weeks.