This EITF Snapshot summarizes the September 14, 2023, meeting of the Emerging Issues Task Force (“EITF” or “Task Force”). Initial Task Force consensuses (consensuses-for-exposure) are exposed for public comment upon ratification by the Financial Accounting Standards Board (FASB). After the comment period, the Task Force considers comments received and redeliberates the issues at a scheduled meeting to reach a final consensus. Those final consensuses are then provided to the FASB for final ratification and, ultimately, issuance as an Accounting Standards Update (ASU).
EITF Issue No. 90-19, “Convertible Bonds With Issuer Option to Settle for Cash Upon Conversion.”
FASB Accounting Standards Update No. 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity.
For public business entities that are not smaller reporting companies, ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years. For all other entities, the ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. The guidance may be early adopted for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. For convertible instruments that include a down-round feature, entities may early adopt the amendments that apply to down-round features if they have not yet adopted the amendments in ASU 2017-11, Earnings per Share (Topic 260); Distinguishing Liabilities From Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments With Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests With a Scope Exception.
FASB Accounting Standards Codification (ASC) Subtopic 470-20, Debt: Debt With Conversion and Other Options.
Quoted text is from ASC 470-20-40-13.
The Task Force voted to select the offer acceptance date as of which the assessment is performed, in accordance with Issue 2, “Assessment Date.”
The date at which the assessment is performed was addressed by the Task Force in Issue 2, “Assessment Date,” as described in more detail in the meeting memo.
ASC 470-20-40-7 defines a substantive conversion feature as a “conversion feature [that] is at least reasonably possible of being exercised in the future. If the conversion price of an instrument at issuance is extremely high so that conversion of the instrument is not deemed at least reasonably possible as of its issuance date, then the conversion feature would not be considered substantive.”