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Q2
2017
Assurance Matters......................................................................................................................................5
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2017 by Dixon Hughes Goodman LLP. All rights reserved. Permission is granted to view, store, print, reproduce and distribute any pages of this Newsletter provided that (a)
no page is modified and (b) this page is included with any distribution.
Disclaimer: This publication has been prepared by the Dixon Hughes Goodman LLP Professional Standards Group and contains information in summary form and is therefore
intended for general guidance only; it is not intended to be a substitute for detailed research or the exercise of professional judgment. You should consult with Dixon Hughes
Goodman LLP or other professional advisors familiar with your particular factual situation for advice concerning specific audit, tax or other matters before making any decision.
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assurance Second Quarter 2017 Accounting, Reporting & Auditing Developments
Accounting & Financial Reporting Matters
Financial Accounting Standards Board (FASB) about which changes to the terms or conditions of a share-
based payment award require an entity to apply modification
The following are Accounting Standards Updates (ASUs)
accounting under Topic 718. The amendments require an entity
recently issued by the FASB. For a summary of their effective
to account for the effects of a modification unless all of the
dates, refer to Appendix A for public business entities and Ap-
following conditions are met:
pendix B for private companies.
The fair value (or intrinsic or calculated value if elected) of
ASU 2017-10 Service Concession Arrangements (Topic the modified award is the same as the value of the original
853): Determining the Customer of the Operation Services award immediately before the original award was modified.
ASU 2017-10 was issued in response to diversity in practice in The vesting conditions of the modified award are the same
how an operating entity determines the customer of the operation as the vesting conditions of the original award immediately
services for transactions within the scope of Topic 853, Service before the original award is modified.
Concession Arrangements. A service concession arrangement The classification of the modified award as an equity
is an arrangement between a grantor and an operating instrument or a liability instrument is the same as the
entity whereby the operating entity will operate the grantors classification of the original award immediately before the
infrastructure for a specified period of time. The operating entity original award is modified.
may also maintain the infrastructure, and it also may be required
The ASU is effective for all entities for annual periods, and interim
to provide periodic capital-intensive maintenance to enhance
periods within those annual periods, beginning after December
or extend the life of the infrastructure. Topic 853 provides
15, 2017. Early adoption is permitted, including adoption in
guidance for operating entities when they enter into a service
any interim period, for 1) public business entities for reporting
concession agreement with a public-sector grantor who both:
periods for which financial statements have not yet been issued
1) controls or has the ability to modify or approve the services
and 2) all other entities for reporting periods for which financial
that the operating entity must provide with the infrastructure, to
statements have not yet been made available for issuance. The
whom it must provide them, and at what price; and 2) controls,
amendments in this ASU should be applied prospectively to an
through ownership, beneficial entitlement, or otherwise, any
award modified on or after the adoption date.
residual interest in the infrastructure at the end of the term of the
arrangements. In a service concession arrangement within the U.S. Securities & Exchange Commission (SEC)
scope of Topic 853, the operating entity should not account for
the infrastructure as a lease or as property, plant, and equipment. SEC Adopts Rule on Standard Settlement Cycles
An operating entity should refer to other topics to account for
In an effort to reduce credit, market and liquidity risk, the SEC
various aspects of a service concession arrangement.
adopted a final rule that will shorten the standard settlement
For an entity that has not adopted Topic 606, the effective date cycle from T+3 to T+2. This rule will amend the Settlement
and transition requirements for the amendments in this update Cycle Rule (Rule 15c6-1(a)) under the Securities Exchange Act
are generally the same as the effective date and transition of 1934. The effective date of this final Rule is May 30, 2017 and
requirements for Topic 606 and should be adopted concurrently the compliance date is September 5, 2017.
with the adoption of Topic 606. Early adoption is permitted
and should be applied using either 1) a modified retrospective Intrastate Offerings Exemptions: Small-Entity Compliance
approach or 2) a retrospective approach. Guide for Issuers
For an entity that has already adopted Topic 606, the effective In April, the SEC issued a small-entity compliance guide that
date of these amendments is: 1) fiscal years beginning after provides guidance on the SECs October 2016 final rules
December 15, 2017, including interim periods within those fiscal that modernize how issuers can raise money to fund their
years for public business entity, a not-for-profit that has issued, businesses through intrastate offerings while maintaining investor
or is a conduit bond obligor for, securities that are traded, listed, protections. Topics covered in the guide include requirements of
or quoted on an exchange or an over-the-counter market, and an Rules 147 and 147A, restrictions on resales, filing requirements
employee benefit plan that files or furnishes financial statements and relationship with state securities laws, and integration.
with or to the SEC, the amendments in this update are effective
for; and 2) fiscal years beginning after December 15, 2018, and Release No. 33-10321: Request for Comment on Possible
interim periods within fiscal years beginning after December 15, Changes to Industry Guide 3
2019 for all other entities.
Recognizing that current disclosure guidance in Industry Guide
3, Statistical Disclosure by Bank Holding Companies may not
ASU 2017-09 Compensation Stock Compensation (Topic
in all cases reflect recent bank holding industry developments
718): Scope of Modification Accounting
or changes in accounting standards related to financial and
ASU 2017-09 was issued in response to diversity in practice other reporting requirements, the Commission has published a
when applying the guidance in Topic 718, Compensation-Stock request for comment to seek public input as to the disclosures
Compensation, to a change to the terms or conditions of a called for by the Guide 3. Comments should be received on or
share-based payment award. The update provides guidance before July 7, 2017.
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assurance Second Quarter 2017 Accounting, Reporting & Auditing Developments
Accounting & Financial Reporting Matters
Updated Statement on the Effect of the Court of Appeals Item 1.01 of Form SD, only file disclosure under the provisions
Decision on the Conflict Minerals Rule of paragraphs (a) and (b) of Item 1.01 of Form SD. The Updated
On April 3, 2017 the U.S. District Court for the District of Statement also indicated the statement is subject to any further
Columbia entered a final judgment in the case concerning the action that may be taken by the Commission, expresses the
constitutionality of certain of the provisions of the SECs conflicts Divisions position on enforcement action only, and does not
minerals rules, and remanded the case to the SEC. The SECs express any legal conclusion on the rule.
Division of Corporation Finance issued an updated statement
regarding the conflicts minerals rule on April 7, (the Updated Compliance and Disclosure Interpretations (C&DIs):
Statement) indicating The courts remand has now presented Regulation A
significant issues for the Commission to address. At the direction The SEC staff of the Division of Corporation Finance have
of the Acting Chairman, we have considered those issues. In updated the C&DIs on the filing requirements under Regulation A.
light of the uncertainty regarding how the Commission will Regulation A allows an issuer to market and sell certain amounts
resolve those issues and related issues raised by commenters, of securities during a one-year period without having to comply
the Division of Corporation Finance has determined that it with the Securities Act of 1933 or the Securities Exchange Act
will not recommend enforcement action to the Commission if of 1934.
companies, including those that are subject to paragraph (c) of
Assurance Matters
Public Company Accounting Oversight Board (PCAOB) The auditors report also will disclose the audit firms tenure,
specifically, the year in which the firm began serving consecutively
Auditors Reporting Model as the companys auditor. Other changes to the auditors report
The PCAOB adopted the auditing standard, The Auditors include:
Report on an Audit of Financial Statements When the Auditor The addition of a statement that the auditor is required to
Expresses an Unqualified Opinion, which is designed to enhance be independent;
the relevance and usefulness of the auditors report by providing
additional and important information to investors. The adopted New standardized language, including adding the phrase
auditing standard retains the pass/fail model of the existing whether due to error or fraud in discussing the auditors
auditors opinion, but requires auditors to include in the auditors responsibility to obtain reasonable assurance that financial
report a discussion of the critical audit matters (CAMs). statements are free of material misstatements; and
A more standardized format, with the opinion in the first
Under the adopted auditing standard, a CAM is defined as a section, and new section titles.
matter that was communicated or required to be communicated
to the audit committee and that is: Subject to SEC approval, the adopted auditing standard would
have a phased effective date approach:
Related to accounts or disclosures that are material to the
financial statements, and Changes other than communication of CAMs (e.g., new
auditors report format, tenure, and other information):
Involved especially challenging, subjective, or complex audits for fiscal years ending on or after December 15,
auditor judgment. 2017
Communication of CAMs for audits of large accelerated
filers: audits for fiscal years ending on or after June 30,
views 2019
DHG is supportive of the PCAOBs efforts to modernize the Communication of CAMs for audits of all other companies:
auditors report to provide information that is of critical need audits for fiscal years ending on or after December 15,
to stakeholders, while maintaining the value of the pass- 2020
fail opinion. The enhancements within the adopted auditing
Auditors may also elect to comply before the effective dates, at
standard generally align with those of the International Auditing
any point after SEC approval of the final standard.
and Assurance Standards Board (IAASB); in particular, the
concept of Critical Audit Matters (CAM) generally aligns with The adopted auditing standard would apply to all audits
the IAASBs concept of Key Audit Matters. conducted under PCAOB standards. However, communication
of CAMs would not be required for audits of emerging growth
When determining whether a matter involved especially companies (EGC); brokers and dealers; investment companies
challenging, subjective, or complex auditor judgment, the auditor other than business development companies; and employee
would take into account certain factors, including the auditors stock purchase, savings, and similar plans.
assessment of the risks of material misstatement.
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assurance Second Quarter 2017 Accounting, Reporting & Auditing Developments
Assurance Matters
Accounting Estimates, Including Fair Value Measurements ++ Align requirements with those in the companion
proposal on auditing accounting estimates, including
The PCAOB issued for public comment a proposed auditing
fair value measurements; and,
standard intended to enhance the requirements that apply
when auditing accounting estimates, including fair value ++ Remove from the scope of AS 1210 requirements
measurements. The proposal emphasizes that auditors need to for using the work of a companys specialist as audit
apply professional skepticism and devote greater attention to evidence.
potential management bias when auditing accounting estimates, For use of the work of an auditors specialist:
and would replace Auditing Accounting Estimates (AS 2501);
Auditing Fair Value Measurements and Disclosures (AS 2502); ++ Enhance the requirements for applying a risk-based
and Auditing Derivative Instruments, Hedging Activities, and supervisory approach to auditor-employed specialists,
Investments in Securities (AS 2503). The proposed single and extend those requirements to auditor-engaged
standard builds on the common approaches in AS 2501, AS specialists;
2502, and AS 2503 and strengthens existing requirements by: ++ Add requirements for informing the auditors specialist
of the work to be performed and for reviewing and
Prompting auditors to devote greater attention to evaluating that specialists work;
addressing potential management bias in accounting
estimates, while reinforcing the need for professional ++ Amend the requirements for assessing the knowledge,
skepticism; skill, and ability of an auditors specialist; and,
Extending certain key requirements in the existing standard ++ Amend the requirements for assessing the objectivity of
on auditing fair value measurements the newest and an auditor-engaged specialist to describe objectivity as
most comprehensive of the existing standards on auditing the ability to exercise impartial judgment on all issues
accounting estimates and fair value measurements to encompassed by the specialists work in the audit.
all accounting estimates to reflect a uniform approach to The deadline for submitting comments is August 30, 2017.
substantive testing;
Focusing auditors on estimates with greater risk of material
misstatement; views
Providing specific requirements and direction to address It is our belief that certain amendments outlined in the
certain aspects unique to auditing the fair value of financial proposed auditing standard could strengthen audit evidence
instruments, including the use of information from pricing in the auditors use of the work of specialists; however, we
sources; and, have reservations regarding some of the revisions that we
Making other updates to the requirements for auditing believe may significantly increase the efforts (and costs) of an
accounting estimates to address particular aspects of auditors use of the work of specialists without a commensurate
auditing estimates. reduction in audit risk. We encourage stakeholders to read the
proposed auditing standard and consider providing comments
The comment letter deadline is August 30, 2017.
to the PCAOB.
Use of Specialist
American Institute of Certified Public Accountants (AICPA)
The PCAOB also issued for public comment a proposed auditing
standard intended to strengthen requirements for evaluating the Cybersecurity Risk Management Reporting Framework
work of a specialist employed or engaged by the company and
As part of the growing need to address cybersecurity risks, the
applying a risk-based approach to supervising and evaluating
AICPA has introduced a market-driven, flexible and voluntary
the work of a specialist employed or engaged by the auditor. The
cybersecurity risk management reporting framework. The
proposed auditing standard would amend two existing auditing
framework is designed to empower organizations to take a
standards, Audit Evidence (AS 1105) and Supervision of the Audit
proactive approach to cybersecurity risk management. In
Engagement (AS 1201). The proposal also would replace Using
addition, the framework is a key component of a new System
the Work of a Specialist (AS 1210) and retitle it, Using the Work
and Organization Controls (SOC) for Cybersecurity engagement,
of an Auditor-Engaged Specialist (AS 1210). Specific changes to
through which a CPA reports on an organizations enterprise-
existing requirements would include:
wide cybersecurity risk management program.
For use of the work of a companys specialist:
++ Supplement current requirements in AS 1105 to
address circumstances when the auditor uses the work
of a company specialist as audit evidence;
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assurance Second Quarter 2017 Accounting, Reporting & Auditing Developments
Assurance Matters
The framework contains three resources: AT-C Section 9105: Concepts Common to All Attestation
Engagements Attestation Interpretations of Section 105
Description criteria Used by management in explaining
In response to questions received on Section 105 of the
its cybersecurity risk management program and by CPAs
attestation standards, the AICPA has issued AT-C Section 9105:
to report on managements description
Concepts Common to All Attestation Engagements Attestation
Controls Criteria Used by CPAs providing advisory Interpretations of Section 105. The interpretations cover the
or attestation services to evaluate and report on the following topics:
effectiveness of the controls within a clients cybersecurity
Responding to requests for reports on matters relating to
risk program
solvency;
Attest Guide Designed to assist practitioners engaged
Applicability of attestation standards to litigation services;
to examine and report on an entitys cybersecurity risk
management program Providing access to or copies of engagement
documentation to a regulator; and
Performing and reporting on an attestation engagement
views under two sets of attestation standards.
As part of SSAE 18, the AICPA codified AT-C sections 105, AICPA Technical Questions and Answers
Concepts Common to All Attestation Engagements and In April, the AICPA released new Technical Questions and
205, Examination Engagements. These sections establish Answers guidance under Section 8200, Internal Control:
the requirements and application guidance for performing
8200.17, Obtaining an Understanding of Business
and reporting on an entitys cybersecurity risk management
Processes Relevant to Financial Reporting and
program.
Communication;
SOC for cybersecurity is an examination engagement performed 8200.18, Obtaining an Understanding of Internal Control
in accordance with the AICPAs clarified attestation standards Relevant to the Audit;
on an entitys cybersecurity risk management program. In a 8200.19, Obtaining an Understanding of the Controls
cybersecurity risk management examination, the practitioner Relevant to the Audit;
opines on managements description of the entitys cybersecurity
8200.20, Control Activities That Are Always Relevant to the
risk management program and the effectiveness of controls within
Audit; and
that program to achieve the entitys cybersecurity objectives.
A cybersecurity risk management examination results in the 8200.21, Control Activities That May Be Relevant to the
issuance of a general use cybersecurity report designed to meet Audit.
the needs of a variety of potential users. Technical questions and answers are not authoritative principles,
but constitute implementation guidance on selected practice
Proposed New ERISA Auditing Standards matters accounting, auditing and relevant industry issues.
The Auditing Standards Board of the AICPA has proposed for
public comment a Proposed Statement on Auditing Standards Center for Audit Quality (CAQ)
(SAS), Forming an Opinion and Reporting on Financial Statements
of Employee Benefit Plans Subject to ERISA, for financial External Auditor Assessment Tool
statement audits of employee benefit plans that are subject to The CAQ, in partnership with the Audit Committee Collaboration,
the Employee Retirement Income Security Act (ERISA). released an updated version of its External Auditor Assessment
Tool. This tool was designed to assist audit committees in
This Proposed SAS is intended to address the auditors carrying out their responsibilities of appointing, overseeing, and
responsibilities to form an opinion and report on the financial determining compensation for the external auditor, and contains
statements of ERISA plan financial statements, and the form and sample questions to help audit committees in three areas:
content of such reporting, including reporting on specific plan
provisions relating to the ERISA plan financial statements and Quality of services and sufficiency of resources provided
reporting when management imposes a limitation on the scope by the auditor;
of the audit in accordance with ERISA section 103(a)(3)(C).
Quality of communication and interaction with the auditor;
The proposed SAS would be effective for audits of financial and
statements for periods ending on or after December 15, 2018. Auditors independence, objectivity and professional
Comments are due by August 21, 2017. skepticism.
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assurance Second Quarter 2017 Accounting, Reporting & Auditing Developments
Assurance Matters
The tool also includes a sample form and rating scale for Form AP Audit Committee Tool
obtaining input from company personnel about the external The CAQ published a tool to aid audit committee members in
auditor, as well as additional resources that can benefit audit their understanding of new auditor disclosure requirements from
committees and others charged with governance. the Public Company Accounting Oversight Board regarding
audit participants. Form AP Auditor Reporting of Certain Audit
Audit Planning Alert for Auditors of Brokers and Dealers Participants: A Tool for Audit Committees is intended to: (1) assist
The CAQ published Audit Planning Alert for Auditors of Brokers audit committees in discussing the role of audit participants with
and Dealers (Planning Alert), which presents questions for their engagement partner and company management; and (2)
auditors of brokers and dealers to consider as they plan both their help prepare audit committee members to anticipate potential
audit and attestation engagements. It also presents common questions that may arise as a result of these new disclosures.
examples of audit deficiencies the PCAOB has described in its The tool also provides a summary of Form AP disclosure
Annual Report on the Interim Inspection Program Related to requirements, as well as suggested questions regarding
Audits of Brokers and Dealers. disclosure of the engagement partner and participation of other
accounting firms.
The questions included in the Planning Alert are a mixture of (1)
questions applicable to all audits of brokers and dealers and (2)
questions that may require further action if certain circumstances
are present at the broker or dealer. While auditors should
consider every question presented, the list of questions should
not be relied upon as definitive guidance or all-inclusive. The
appendices to the alert provide auditors of brokers and dealers
with additional reminders and resources that may be useful as
they plan their audits.
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assurance Second Quarter 2017 Accounting, Reporting & Auditing Developments
Appendix A - Accounting Standards Affecting Public Business Entities in 2017
The following table presents ASUs that become effective during 2017 for calendar year-end public business entities. Please refer to the individual ASUs in their entirety for additional guidance.
Full or Modified
ASU 2016-17 was issued to amend the consolidation guidance on
ASU 2016-17 - Consolidation (Topic Fiscal years beginning after Retrospective -
how a reporting entity that is the single decision maker of a VIE should
810): Interests Held through Related December 15, 2016, including Consistent with
treat indirect interests in the entity held through related parties that
Parties That Are under Common interim periods within those method elected for
are under common control with the reporting entity when determining
Control fiscal years1 adoption of ASU-
whether it is the primary beneficiary of that VIE.
2015-02
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assurance Second Quarter 2017 Accounting, Reporting & Auditing Developments
Appendix A - Accounting Standards Affecting Public Business Entities in 2017
Fiscal years beginning after The amendments clarify the required steps to be taken when assessing
ASU 2016-06 - Derivatives and
December 15, 2016, including Modified whether the economic characteristics and risks of call/put options are
Hedging (Topic 815): Contingent Put
interim periods within those Retrospective clearly and closely related to those of their debt hosts - which is one
and Call Options in Debt Instruments
years of the criteria for bifurcating an embedded derivative.
ASU 2016-05 - Derivatives and Fiscal years beginning after The amendments clarify that a change in the counterparty to a
Hedging (Topic 815): Effect of Derivative December 15, 2016, including Full or Modified derivative instrument designated as a hedging instrument does not,
Contract Novations on Existing Hedge interim periods within those Retrospective in and of itself, require de-designation of that hedging relationship
Accounting Relationships years provided that all other hedge accounting criteria remain the same.
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assurance Second Quarter 2017 Accounting, Reporting & Auditing Developments
Appendix A - Accounting Standards Affecting Public Business Entities in 2018 and beyond
The following table presents ASUs that become effective for 2018 fiscal years and beyond. Please refer to the individual ASUs in their entirety for additional guidance.
Annual periods beginning after This ASU was issued to provide guidance about what
ASU 2017-09 - Compensation - Stock
December 15, 2017, including changes to the terms or conditions of a share-based payment
Compensation (Subtopic 718): Scope Prospectively a
interim periods within annual award require an entity to apply modification accounting in
of Modification Accounting
periods Topic 718.
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assurance Second Quarter 2017 Accounting, Reporting & Auditing Developments
Appendix A - Accounting Standards Affecting Public Business Entities in 2018 and beyond
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Appendix A - Accounting Standards Affecting Public Business Entities in 2018 and beyond
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Appendix A - Accounting Standards Affecting Public Business Entities in 2018 and beyond
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Appendix A - Accounting Standards Affecting Public Business Entities in 2018 and beyond
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Appendix A - Accounting Standards Affecting Public Business Entities in 2018 and beyond
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Appendix A - Accounting Standards Affecting Public Business Entities in 2018 and beyond
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Appendix A - Accounting Standards Affecting Public Business Entities in 2018 and beyond
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Appendix A - Accounting Standards Affecting Public Business Entities in 2018 and beyond
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Appendix A - Accounting Standards Affecting Public Business Entities in 2018 and beyond
Footnotes
1. Entities that have not yet adopted the amendments in ASU 2015-02 are required to adopt the amendments in this ASU at the same time they adopt the amendments in ASU 2015-02 and should ap-
ply the same transition method elected for the application of ASU 2015-02. Entities that already have adopted the amendments in ASU 2015-02 are required to apply the amendments in this Update
retrospectively to all relevant prior periods, beginning with the fiscal year in which the amendments in ASU 2015- 02 initially were applied.
2. The amendments in this ASU should be applied retrospectively for the presentation of the service cost component and the other components of net periodic pension cost and net periodic postre-
tirement benefit cost in the income statement and prospectively, on and after the effective date, for the capitalization of the service cost component of net periodic pension cost and net periodic
postretirement benefit in assets. The amendments allow a practical expedient that permits an employer to use the amounts disclosed in its pension and other postretirement benefit plan note for the
prior comparative periods as the estimation basis for applying the retrospective presentation requirements. Disclosure that the practical expedient was used is required.
3. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017.
4. Early application of the amendments in this Update is allowed as follows: (a) For transactions for which the acquisition date occurs before the issuance date or effective date of the amendments,
only when the transaction has not been reported in financial statements that have been issued or made available for issuance. (b) For transactions in which a subsidiary is deconsolidated or a group
of assets is derecognized that occur before the issuance date or effective date of the amendments, only when the transaction has not been reported in financial statements that have been issued or
made available for issuance.
5. Should adopt concurrently with ASU 2014-09.
6. Early adoption is permitted for all organizations for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018.
7. Early application by public business entities to financial statements of fiscal years or interim periods that have not yet been issued or, by all other entities, that have not yet been made available for
issuance of the following amendments in this Update are permitted as of the beginning of the fiscal year of adoption: (a) An entity should present separately in other comprehensive income the por-
tion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk if the entity has elected to measure the liability at fair value in accordance with the fair
value option for financial instruments or (b) Entities that are not public business entities are not required to apply the fair value of financial instruments disclosure guidance in the General Subsection
of Section 825-10-50. Except for the early application guidance discussed here, early adoption of the amendments in this ASU is not permitted.
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assurance Second Quarter 2017 Accounting, Reporting & Auditing Developments
Appendix B - Accounting Standards Affecting Private Companies in 2017 and beyond
The following table presents ASUs that become effective for 2017 fiscal years and beyond for private companies. Please refer to the individual ASUs in their entirety for additional guidance.
Private Company Effective Early
Accounting Standards Update Transition Summary
Date Adopt
Fiscal years beginning
after December 15, 2018,
and interim periods within
fiscal years beginning after
December 15, 2019
This ASU was issued to provide guidance on how an
If the entity is a not-for-profit operating entity determines the customer of the operation
that has issued, or is a conduit services for transactions within the scope of Topic 853,
bond obligor for, securities Service Concession Arrangements. A service concession
ASU 2017-10 - Service Concession
that are traded, listed, or Full or Modified arrangement is an arrangement between a grantor and an
Arrangements (Topic 853): Determining a
quoted on an exchange or Retrospective operating entity whereby the operating entity will operate
the Customer of the Operation Services
an over-the-counter market, the grantors infrastructure for a specified period of time. The
and an employee benefit plan operating entity also may maintain the infrastructure, and it
that files or furnishes financial also may be required to provide periodic capital-intensive
statements with the SEC, the maintenance to enhance or extend the life of the infrastructure.
amendments in this update
are effective for fiscal year
beginning after December 15,
2017 including interim periods
within those fiscal years
Annual periods beginning after This ASU was issued to provide guidance about what
ASU 2017-09 - Compensation - Stock
December 15, 2017, including changes to the terms or conditions of a share-based payment
Compensation (Subtopic 718): Scope Prospectively a
interim periods within those award require an entity to apply modification accounting in
of Modification Accounting
annual periods Topic 718.
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Appendix B - Accounting Standards Affecting Private Companies in 2017 and beyond
Private Company Effective Early
Accounting Standards Update Transition Summary
Date Adopt
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Appendix B - Accounting Standards Affecting Private Companies in 2017 and beyond
Private Company Effective Early
Accounting Standards Update Transition Summary
Date Adopt
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Appendix B - Accounting Standards Affecting Private Companies in 2017 and beyond
Private Company Effective Early
Accounting Standards Update Transition Summary
Date Adopt
This ASU was issued in order to simplify the subsequent
measurement of goodwill by eliminating the Step 2 goodwill
impairment test. Under the amendments in this ASU, an entity
should perform its annual or interim goodwill impairment test
by comparing the fair value of a reporting unit with its carrying
amount. An entity will then recognize an impairment charge
for the amount by which the carrying amount exceeds the
reporting units fair value; however the loss recognized should
not exceed the total amount of goodwill allocated to that
reporting unit. Additionally, an entity should consider income
All other entities, including Not- tax effects from any tax deductible goodwill on the carrying
for-Profit entities, should adopt amount of the reporting unit when measuring the goodwill
ASU 2017-04 - Intangibles - Goodwill
for their annual or any interim impairment loss, if applicable.
and Other (Topic 350): Simplifying the Prospective a3
goodwill impairment tests in
Test for Goodwill Impairment The amendments in this ASU also eliminated the requirements
fiscal years beginning after
for any reporting unit with a zero or negative carrying amount
December 15, 2021
to perform a qualitative assessment and therefore the same
impairment assessment now applies to all reporting units. An
entity is required to disclose the amount of goodwill allocated
to each reporting unit with a zero or negative carrying amount
of net assets.
The ASU did not affect the option to perform the qualitative
assessment (Step 0) for a reporting unit to determine if
the quantitative impairment test is necessary and private
companies will still have the option to elect the PCC alternative
on goodwill.
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assurance Second Quarter 2017 Accounting, Reporting & Auditing Developments
Appendix B - Accounting Standards Affecting Private Companies in 2017 and beyond
Private Company Effective Early
Accounting Standards Update Transition Summary
Date Adopt
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Appendix B - Accounting Standards Affecting Private Companies in 2017 and beyond
Private Company Effective Early
Accounting Standards Update Transition Summary
Date Adopt
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Appendix B - Accounting Standards Affecting Private Companies in 2017 and beyond
Private Company Effective Early
Accounting Standards Update Transition Summary
Date Adopt
Annual reporting periods
beginning after December 15, ASU 2016-16 was issued to improve the accounting for the
ASU 2016-16 - Income Taxes (Topic
2018, and interim reporting Modified income tax consequences of intra-entity transfers of assets
740): Intra-Entity Transfers of Assets a
periods within annual periods Retrospective other than inventory. The initiative is designed to reduce the
Other Than Inventory
beginning after December 15, complexity in accounting standards.
2019
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Appendix B - Accounting Standards Affecting Private Companies in 2017 and beyond
Private Company Effective Early
Accounting Standards Update Transition Summary
Date Adopt
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Appendix B - Accounting Standards Affecting Private Companies in 2017 and beyond
Private Company Effective Early
Accounting Standards Update Transition Summary
Date Adopt
Fiscal years beginning after The amendments clarify the required steps to be taken when
ASU 2016-06 - Derivatives and Hedging December 15, 2017, and assessing whether the economic characteristics and risks
Modified
(Topic 815): Contingent Put and Call interim periods within annual a of call/put options are clearly and closely related to those of
Retrospective
Options in Debt Instruments periods beginning after their debt hosts - which is one of the criteria for bifurcating an
December 15, 2018 embedded derivative.
Fiscal years beginning after The amendments clarify that a change in the counterparty to
ASU 2016-05 - Derivatives and
December 15, 2017, and a derivative instrument designated as a hedging instrument
Hedging (Topic 815): Effect of Derivative Full or Modified
interim periods within annual a does not, in and of itself, require de-designation of that
Contract Novations on Existing Hedge Retrospective
periods beginning after hedging relationship provided that all other hedge accounting
Accounting Relationships
December 15, 2018 criteria remain the same.
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Appendix B - Accounting Standards Affecting Private Companies in 2017 and beyond
Private Company Effective Early
Accounting Standards Update Transition Summary
Date Adopt
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assurance Second Quarter 2017 Accounting, Reporting & Auditing Developments
Appendix B - Accounting Standards Affecting Private Companies in 2017 and beyond
Private Company Effective Early
Accounting Standards Update Transition Summary
Date Adopt
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Appendix B - Accounting Standards Affecting Private Companies in 2017 and beyond
Private Company Effective Early
Accounting Standards Update Transition Summary
Date Adopt
This update simplifies the measurement of inventory by
requiring inventory to be measured at the lower of cost and net
Fiscal years beginning after realizable value. Net realizable value is the estimated selling
ASU 2015-11, Inventory (Topic 330): December 15, 2016, and prices in the ordinary course of business, less predictable
Simplifying the Measurement of interim periods within annual Prospective a costs of completion, disposal, and transportation. The
Inventory periods beginning after existing standards require inventory to be measured at the
December 15, 2017 lower of cost or market, where market could be replacement
cost, net realizable value, or net realizable value less a normal
profit margin.
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Appendix B - Accounting Standards Affecting Private Companies in 2017 and beyond
Private Company Effective Early
Accounting Standards Update Transition Summary
Date Adopt
For an entity with a fiscal year-end that does not coincide with
a month-end, the amendments in this ASU provide a practical
expedient that permits the entity to measure defined benefit
plan assets and obligations using the month-end that is
closest to the entitys fiscal year-end and apply that practical
ASU 2015-04: Compensation Fiscal years beginning after expedient consistently from year to year. The practical
Retirement Benefits (Topic 715): December 15, 2016, and expedient should be applied consistently to all plans, if an
Practical Expedient for Measurement interim periods within annual Prospective a entity has more than one plan. Employee benefit plans are not
Date of an Employers Defined Benefit periods beginning after within the scope of the amendments. The ASU also provides
Obligation and Plan Assets December 15, 2017 guidance for accounting and disclosing contributions and
significant events occurring between the month- end date
used and a Companys fiscal year-end date. Further, an entity
is required to disclose the accounting policy election and
the date used to measure defined benefit plan assets and
obligations in accordance with this ASU.
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assurance Second Quarter 2017 Accounting, Reporting & Auditing Developments
Appendix B - Accounting Standards Affecting Private Companies in 2017 and beyond
Private Company Effective Early
Accounting Standards Update Transition Summary
Date Adopt
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assurance Second Quarter 2017 Accounting, Reporting & Auditing Developments
Appendix B - Accounting Standards Affecting Private Companies in 2017 and beyond
Private Company Effective Early
Accounting Standards Update Transition Summary
Date Adopt
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assurance Second Quarter 2017 Accounting, Reporting & Auditing Developments
Appendix B - Accounting Standards Affecting Private Companies in 2017 and beyond
Footnotes
1. The amendments in this ASU should be applied retrospectively for the presentation of the service cost component and the other components of net periodic pension cost and net periodic postre-
tirement benefit cost in the income statement and prospectively, on and after the effective date, for the capitalization of the service cost component of net periodic pension cost and net periodic
postretirement benefit in assets. The amendments allow a practical expedient that permits an employer to use the amounts disclosed in its pension and other postretirement benefit plan note for the
prior comparative periods as the estimation basis for applying the retrospective presentation requirements. Disclosure that the practical expedient was used is required.
2. Should adopt concurrently with ASU 2014-09.
3. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017.
4. NFPs that have not yet adopted the amendments in ASU 2015-02 are required to adopt the amendments in ASU 2017-02 at the same time they adopt the amendments in ASU 2015-02 and should
apply the same transition method elected for the application of ASU 2015-02. NFPs that have already adopted the amendments in ASU 2015-02 are required to adopt the amendments in ASU
2017-02 retrospectively to all relevant prior periods beginning with the fiscal year in which the amendments in ASU 2015-02 were initially adopted.
5. Early application of the amendments in this Update is allowed as follows: (a) For transactions for which the acquisition date occurs before the issuance date or effective date of the amendments,
only when the transaction has not been reported in financial statements that have been issued or made available for issuance. (b) For transactions in which a subsidiary is deconsolidated or a group
of assets is derecognized that occur before the issuance date or effective date of the amendments, only when the transaction has not been reported in financial statements that have been issued or
made available for issuance.
6. Entities that have not yet adopted the amendments in ASU 2015-02 are required to adopt the amendments in this ASU at the same time they adopt the amendments in ASU 2015-02 and should ap-
ply the same transition method elected for the application of ASU 2015-02. Entities that already have adopted the amendments in ASU 2015-02 are required to apply the amendments in this Update
retrospectively to all relevant prior periods, beginning with the fiscal year in which the amendments in ASU 2015- 02 initially were applied.
7. Early adoption is permitted for all organizations for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018.
8. Early application by public business entities to financial statements of fiscal years or interim periods that have not yet been issued or, by all other entities, that have not yet been made available for
issuance of the following amendments in this Update are permitted as of the beginning of the fiscal year of adoption: (a) An entity should present separately in other comprehensive income the por-
tion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk if the entity has elected to measure the liability at fair value in accordance with the fair
value option for financial instruments or (b) Entities that are not public business entities are not required to apply the fair value of financial instruments disclosure guidance in the General Subsection
of Section 825-10-50. Except for the early application guidance discussed here, early adoption of the amendments in this ASU is not permitted.
9. An entity can elect to adopt the amendments either: (1) prospectively to all arrangements entered into or materially modified after the effective date; or (2) retrospectively. For prospective transition,
the only disclosure requirements at transition are the nature of and reason for the change in accounting principle, the transition method, and a qualitative description of the financial statement line
items affected by the change. For retrospective transition, the disclosure requirements at transition include the requirements for prospective transition and quantitative information about the effects
of the accounting change.
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Appendix C - SEC Final Rules
The following table presents SEC Rules with effective and compliance dates during 2017 and beyond. Please refer to the individual SEC rules in their entirety for additional guidance.
The Securities and Exchange Commission (the Commission or SEC) is making technical amendments to Form ADV
under the Investment Advisers Act of 1940 (Advisers Act) to reflect the enactment of a Wyoming state law regulating
Release IA-4698, Technical Amendments to Form
investment advisers. Form ADV is the form advisers use to register with the Commission and the state securities regulatory
ADV and Form ADV-W
authorities. The Commission is also making similar amendments to Form ADV-W, the form advisers use to withdraw from
registration with the Commission or the states. These amendments are effective July 1, 2017.
The SEC is adopting technical amendments to conform several rules and forms to amendments made to the Securities
Act of 1933 (Securities Act) and the Securities Exchange Act of 1934 (Exchange Act) by Title I of the Jumpstart Our
Release 33-10332, Inflation Adjustments and Other
Business Startups (JOBS) Act. These amendments effectuate inflation adjustments required under Title I and Title III of
Technical Amendments Under Titles I and III of the
the JOBS Act, and adopting new rules that include an inflation-adjusted threshold in the definition of the term emerging
Jobs Act
growth company as well as amendments to adjust the dollar amounts in Regulation Crowdfunding. This rule was
effective April 12, 2017.
The SEC is adopting an amendment to the Settlement Cycle Rule (Rule 15c6-1(a)) under the Securities Exchange Act of
Release 34-80295, Amendment to Securities 1934 (Exchange Act) to shorten the standard settlement cycle for most broker-dealer transactions from three business
Transaction Settlement Cycle days after the trade date (T+3) to two business days after the trade date (T+2). This rule was effective May 30, 2017
with a compliance date of September 5, 2017.
The SEC is adopting revisions to the EDGAR Filer Manual and related rules to reflect updates to the EDGAR system. The
updates are being made primarily to support the new online version of the Transfer Agent submission form types; provide
for the ability for filers to submit duplicate filings for submission form type 10-D; and provide for the ability for filers
Release 33-10324, Adoption of Updated EDGAR
to upload the notarized authentication document and the power of attorney as separate CORRESP documents when
Filer Manual
submitting a request to manually update their EDGAR filing passphrase. The EDGAR system was upgraded to support
the US GAAP 2017 Taxonomy on March 6, 2016. The EDGAR system was scheduled to be upgraded to support the other
functionalities on March 13, 2017.
The SEC is adopting amendments that will require registrants that file registration statements and reports subject to the
exhibit requirements under Item 601 of Regulation S-K, or that file Forms F-10 or 20-F, to include a hyperlink to each
Release 33-10322, Exhibit Hyperlinks and HTML
exhibit listed in the exhibit index of these filings. To enable the inclusion of such hyperlinks, the amendments also require
Format
that registrants submit all such filings in HyperText Markup Language (HTML) format. This rule will be effective on
September 1, 2017.
The SEC is adopting revisions to the EDGAR Filer Manual and related rules to reflect updates to the EDGAR system.
Release 33-10295, Adoption of Updated EDGAR The updates are being made primarily to support an upgrade to the passphrase authentication process; and update the
Filer Manual recommended Internet browser language for all EDGAR websites. The EDGAR system was scheduled to be upgraded to
support the functionalities on January 30, 2017
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assurance Second Quarter 2017 Accounting, Reporting & Auditing Developments
Appendix C - SEC Final Rules
The SEC is adopting a final rule to implement the Federal Civil Penalties Inflation Adjustment Act Improvements Act
of 2015 (the 2015 Act), which amended the Federal Civil Penalties Inflation Adjustment Act of 1990 (the Inflation
Adjustment Act), as previously amended by the Debt Collection Improvement Act of 1996 (the DCIA). The 2015 Act
requires all agencies to annually adjust for inflation the civil monetary penalties that can be imposed under the statutes
administered by the agency. Pursuant to this requirement, this final rule performs the first annual adjustment for inflation
Release 33-10276, Adjustments to Civil Monetary
of the maximum amount of civil monetary penalties administered by the Commission under the Securities Act of 1933,
Penalty Amounts
the Securities Exchange Act of 1934, the Investment Company Act of 1940, the Investment Advisers Act of 1940, and
certain penalties under the Sarbanes-Oxley Act of 2002. This adjustment will apply to all penalties imposed after the
effective date of this final rule for violations after November 2, 2015. For violations that occurred on or before November
2, 2015, the Commission is reinstating the penalty amounts in the Commissions prior penalty adjustments performed
under the DCIA. This rule was effective on January 18, 2017.
This document makes technical corrections to a rule that was published in the Federal Register on May 10, 2016 (81 FR
Release 33-10075A, Technical Correction: Changes
28689). The Commission adopted revisions to Rule 12g-1 under the Securities Exchange Act of 1934 (Exchange Act)
to Exchange Act Registration Requirements to
in light of the statutory changes made by Title V and Title VI of the Jumpstart Our Business Startups Act and Title LXXXV
Implement Title V and Title VI Title VI of the JOBS
of the Fixing Americas Surface Transportation Act. This document is being published to correct language in that rule to
Act
more precisely reflect the holder of record threshold established by Exchange Act Section 12(g)(1).
Release 33-10265, Adoption of Updated Edgar The updates are being made primarily to support the submission of certain Municipal Advisor submission form types
Filer Manual among other minor updates. This rule is effective upon publication in the Federal Register.
The SEC is adopting final rules that update how companies can raise money through intrastate and small offerings while
maintaining investor protections. The final rules amend Securities Act Rule 147 to improve the safe harbor under Section
3(a)(11) of the Securities Act, such that issuers may continue to use state law exemptions. The final rules also establish a
new intrastate offering exemption, Securities Act Rule 147A, that further accommodates offers accessible to out-of-state
residents and companies that are incorporated or organized out-of-state. These rules will be effective April 20, 2017.
Release 33-10238, Exemptions to Facilitate
Additionally, to improve the capital accessibility through regional offerings, the final rules amend Rule 504 of Regulation D
Intrastate and Regional Securities Offerings
under the Securities Act to increase the aggregate amount of securities that may be offered and sold from $1 million to $5
million. Included in the amendment are bad actor disqualifications to Rule 504 offerings in an effort to provide additional
investor protection. These rules will become effective January 20, 2017.
Finally, in light of the changes to Rule 504, the SEC repealed Rule 505 of Regulation D and was effective May 22, 2017.
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assurance Second Quarter 2017 Accounting, Reporting & Auditing Developments
Appendix C - SEC Final Rules
The SEC is adopting amendments to rule 22c-1 under the Investment Company Act to permit a registered open-end
management investment company (open-end fund or fund) (except a money market fund or exchange-traded fund),
under certain circumstances, to use swing pricing. Swing pricing is defined as the process of adjusting the funds net
asset value (NAV) per share to effectively pass on the costs stemming from shareholder purchase or redemption activity
Release 33-10234, Investment Company Swing
to the shareholders associated with that activity.
Pricing
Additionally, the Commission adopted amendments to rule 31a-2 to require funds to preserve certain records related to
swing pricing as well as other amendments to Form N-1A and Regulation S-X and a new item in Form N-CEN, all of which
address a funds use of swing pricing. This rule becomes effective November 19, 2018.
The Securities and Exchange Commission is adopting new rules, a new form and amendments to a rule and forms
intended to encourage effective liquidity risk management in the open-end investment company industry. The rules are
designed to reduce the risk that funds will be unable to meet their redemption obligations and mitigate dilution of the
interests of fund shareholders.
Under the new rules and amendments, the Commission now requires each registered open-end management investment
Release 33-10233, Investment Company Liquidity company, including open-end exchange-traded funds (ETFs) but not including money market funds, to establish a
Risk Management Programs liquidity risk management program and requires principle underwriters and depositors of unit investment trusts to engage
in a limited liquidity review. Additionally, the Commission is also adopting amendments to Form N-1A regarding fund
policy disclosures on the redemption of fund shares and new rule 30b1-10, amendments to Forms N-PORT and N-CEN,
and Form N-LIQUID which will require a fund to confidentially notify the Commission of certain liquidity measures and
liquidity risk management practices.
This rule was effective January 17, 2017 except for the amendments to Form N-CEN which are effective June 1, 2018.
The Securities and Exchange Commission is adopting new rules and forms as well as amendments to its rules and forms
to improve the reporting and disclosure of information by registered investment companies. The Commission is adopting
new Form N-PORT, which will require certain registered investment companies to report information about their monthly
portfolio holdings to the as well as adopting amendments to Regulation S-X, which will require standardized, enhanced
disclosure about derivatives in investment company financial statements. Other changes include the adoption of new
forms which will require certain registered investment companies to annually report certain census-type information to
Release 33-10231, Investment Company Reporting
the Commission in a structured data format and certain securities lending activity disclosures.
Modernization
Additionally, the Commission is rescinding current Forms N-Q and N-SAR and amending certain other rules and forms.
Collectively, these amendments will, among other things, improve the information that the Commission receives from
investment companies.
This rule was effective January 17, 2017, with certain exceptions.
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assurance Second Quarter 2017 Accounting, Reporting & Auditing Developments
Appendix C - SEC Final Rules
These rules require an issuer to disclose payments made to the U.S. federal government or to a foreign government if
the issuer engages in the commercial development of oil, natural gas, or minerals, and is required to file annual reports
with the SEC under the Securities Exchange Act. The issuer must also disclose payments made by a subsidiary or entity
controlled by the issuer. Specifically, resource extraction issuers must disclose payments that are made to further the
Release 34-78167, Disclosure of Payments by
commercial development of oil, natural gas, or minerals (as defined in the rules), are not de minimis (i.e., either equal to or
Resource Extraction Issuers
exceed $100,000 in either a single payment or in a series of payments), and include payments related to taxes; royalties;
fees (including license fees); production entitlements; bonuses; dividends; infrastructure improvements; and if required
by law or contract, community and social responsibility payments. Resource extraction issuers are required to comply
with the rules starting for their fiscal years ending on or after September 30, 2018.
This rule requires certain public companies to disclose the ratio of the annual total compensation of its principle executive
officer to the median of the total annual compensation of its employees. The pay ratio rule allows companies the flexibility
to use various methods and estimates to identify its median employee and calculate that median employees total annual
Release 33-9877, Pay Ratio Disclosure
compensation. The pay ratio rule does not apply to certain registrants including emerging growth companies, smaller
reporting companies, and foreign private issuers. The disclosures under this rule are required for the first fiscal year
beginning on or after January 1, 2017.
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assurance Second Quarter 2017 Accounting, Reporting & Auditing Developments