1.3 Recent Changes in EPS Guidance
In August 2020, the FASB issued ASU
2020-06, which simplifies the accounting for
convertible instruments and equity-linked financial instruments in
addition to amending the EPS guidance in ASC 260. Significant
amendments that ASU 2020-06 makes to the EPS guidance include the
following:
- All convertible instruments not issued at a substantial premium, and for which the embedded conversion option does not need to be bifurcated under ASC 815-15, constitute a single unit of account. Therefore, the numerator in the calculation of EPS is no longer affected by beneficial conversion features or the amortization of debt discounts on convertible instruments previously accounted for under the cash conversion subsections of ASC 470-20.
- The if-converted method applies to the calculation of diluted EPS for all convertible instruments. The ASU modifies the use of the if-converted method for convertible debt instruments for which the principal amount must be settled in cash upon conversion, requiring entities to calculate diluted EPS in a manner consistent with the application of the treasury stock method.
- Entities cannot overcome the presumption of share settlement for contracts that may be settled in cash or stock. However, one exception is provided for share-based payment awards that are classified as liabilities.
- An average share price must be used to calculate the impact on diluted EPS for instruments for which the entity’s share price may affect (1) the exercise price of the instrument or (2) the number of shares that may be issued to settle the instrument.
- The numerator in the calculation of basic EPS should be adjusted to reflect the value of a down-round feature in an equity-classified freestanding financial instrument or an equity-classified preferred stock instrument when the down-round feature is triggered. An entity would not adjust the numerator when a down-round feature is triggered in a convertible debt instrument.
- When an entity must adjust the numerator to remove the earnings effect of the change in fair value of an asset or liability that is presumed to be share-settled for EPS purposes, the number of incremental shares included in the denominator of a year-to-date EPS would be calculated on the basis of the year-to-date weighted average of the number of incremental shares included in each calculation of diluted EPS on a quarterly basis.
Further, the FASB also issued ASU 2021-04 in May
2021, to address an issuer’s accounting for certain modifications or
exchanges of freestanding equity-classified written call options.
See Section
3.2.6.4 for more information about the accounting
for modifications or exchanges of freestanding equity-classified
written call options.
In this Roadmap, it is assumed that an entity has
adopted both ASU 2020-06 and ASU 2021-04.
In addition to the FASB guidance discussed above, other recent guidance that
affects EPS includes the SEC’s (1) May 2020 Final Rule
33-10786 (see Section B.1), which
changes the pro forma presentation and disclosure requirements,
including those related to pro forma EPS, and (2) November 2020
Final
Rule 33-10890, which amends SEC Regulation
S-X (the guidance in this rule affects various chapters of this
Roadmap).