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Distinguishing liabilities from equity

On the Radar: Financial reporting impacts of ASC 480

Distinguishing liabilities from equity has implications for how a financial instrument is reflected in your income statement. So it’s important that the classification of liabilities is done in a thorough, thoughtful way. Let’s break down ASC 480 and the three key questions you need to consider when identifying liabilities versus equity.

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All entities are capitalized with debt or equity. The mix of debt and equity securities that comprise an entity’s capital structure, and an entity’s decision about the type of security to issue when raising capital, may depend on the stage of the entity’s life cycle, the cost of capital, the need to comply with regulatory capital requirements or debt covenants (e.g., capital or leverage ratios), and the financial reporting implications. For example, early-stage and smaller growth companies are often financed with preferred stock and warrants with complex and unusual features, whereas larger, more mature entities often have a mix of debt and equity securities with more plain-vanilla common stock capitalization.

Under US GAAP, securities issued as part of an entity’s capital structure are classified within one of the following three categories on an entity’s balance sheet:

  • Liability
  • Temporary equity*
  • Permanent equity

*For SEC registrants and non-SEC registrants that choose to apply the SEC’s rules and guidance.

 

On the Radar: Distinguishing liabilities from equity

Why classification of liabilities is so important

An instrument’s classification on the balance sheet will affect how returns on the instrument are reflected in an entity’s income statement. Returns on liability-classified instruments are reflected in net income (e.g., interest expense or mark-to-market adjustments), whereas returns on equity-classified instruments are generally reflected in equity, without affecting net income. However, dividends and remeasurement adjustments on equity securities that are classified as temporary equity may reduce an entity’s reported earnings per share (EPS).

In addition to the effect on net income and EPS, entities often seek to avoid classifying capital securities as liabilities or within temporary equity for other reasons, including:

  • The effect of the classification on the security’s credit rating and stock price
  • Regulatory capital requirements
  • Debt covenant requirements (e.g., leverage or capital ratios)

ASC 480 is the starting point for determining whether an instrument must be classified as a liability. SEC registrants and non-SEC registrants that elect to apply the SEC’s guidance on redeemable equity securities must also consider the classification within equity. The relevant accounting guidance has existed for a number of years without substantial recent changes. In addition, we are not aware of any plans of the FASB or SEC to significantly change the guidance in the near future.

The SEC staff closely scrutinizes the appropriate balance sheet classification of capital securities.

This is evident in comment letters on registrants’ filings and the number of restatements arising from inappropriate classification. Recently, the SEC staff has focused on the financial statements of special-purpose acquisition companies (SPACs). On the basis of a review of filings, the staff has objected to the view that because a SPAC must maintain a minimum level of net tangible capital, some portion of its publicly traded common shares may be classified in permanent equity. The staff concluded that since the unit of account was an individual share, and all such shares were redeemable, it was inappropriate for a SPAC to report an amount in temporary equity that was less than the aggregate redemption amount of such shares.

Given the level of the SEC staff’s scrutiny related to the proper classification of capital securities as liabilities, permanent equity, or temporary equity, entities are encouraged to consult with their professional advisers on the appropriate application of GAAP.

In evaluating whether an instrument must be classified as a liability under ASC 480, entities must consider these three key questions:

Permanent equity versus temporary equity

SEC registrants are required to apply the SEC’s guidance on redeemable equity securities. An entity that has filed a registration statement with the SEC is considered an SEC registrant. Other entities, such as companies that anticipate an initial public offering (IPO) in the future, may elect to apply this guidance.

Equity-classified securities that contain any obligation outside the issuer’s control (whether conditional or unconditional) that may require the issuer to redeem the security must be classified as temporary equity. Equity securities that are classified as temporary equity are subject to the recognition, measurement, and EPS guidance in ASC 480-10-S99-3A, which is often complex to apply. The remeasurement guidance in ASC 480-10-S99-3A may negatively affect an entity’s reported EPS because adjustments to the redemption amount are often treated as dividends that reduce the numerator in EPS calculations.

With the rise in the number of IPOs and transactions involving special purpose acquisition companies, many nonpublic entities are applying the SEC’s guidance on classification of redeemable equity securities before they file with the SEC.

Earnings per share

ASC 480-10 does not comprehensively address how to determine EPS for instruments within its scope. Instead, an entity applies ASC 260 except as specified in ASC 480-10-45-4, which requires the entity to make certain adjustments to the EPS calculation performed under ASC 260 for (1) mandatorily redeemable financial instruments and (2) forward contracts that require physical settlement by repurchase of a fixed number of equity shares of common stock in exchange for cash. Special considerations are necessary for contracts that may be settled in stock or cash.

Under ASC 260 as amended by ASU 2020-06, an entity may no longer overcome the presumption of share settlement for a contract that may be settled in stock or cash. Certain contracts within the scope of ASC 480- 10 may be settled in stock or cash. Other contracts that may be settled in stock or cash are outside the scope of ASC 480-10. To appropriately apply the new guidance, an entity that is adopting ASU 2020-06 will need to inventory all of its contracts that may be settled in stock because the guidance in ASC 260 (as amended by ASU 2020-06) applies to any contract that may be settled in stock or cash except for certain share-based payment arrangements.

Continue your liability classification learning

Deloitte’s Roadmap Distinguishing Liabilities From Equity provides a comprehensive discussion of the classification, recognition, measurement, presentation and disclosure, and EPS guidance in ASC 480 and ASC 480-10-S99-3A. Entities should also consider Deloitte’s Roadmap Contracts on an Entity’s Own Equity for guidance on equity-linked instruments that are not outstanding shares as well as Deloitte’s Roadmap Earnings per Share for guidance on the calculation of basic and diluted EPS.

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