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Robert Herz and FASB are preparing a radical new format for financial statements.
Alix Stuart, CFO Magazine
February 1, 2008
Last summer, McCormick & Co. controller Ken Kelly sliced and diced his financial statements in ways he had never before imagined. For starters, he split the income statement for the $2.7 billion international spice-and-food company into the three categories of the cash-flow statement: operating, financing, and investing. He extracted discontinued operations and income taxes and placed them in separate categories, instead of peppering them throughout the other results. He created a new form to distinguish which changes in income were due to fair value and which to cash. One traditional ingredient, meanwhile, was conspicuous by its absence: net income.
Kelly wasn't just indulging a whim. Ahead of a public release of a draft of the Financial Accounting Standards Board's new format for financial statements in the second quarter of 2008, the McCormick controller was trying out the financial statements of the future, a radical departure from current conventions. FASB's so-called financial statement presentation project is ostensibly concerned only with the form, or the "face," of financial statements, but it's quickly becoming clear that it will change and expand their content as well. "This is a complete redefinition of the financial statements as we know them," says John Hepp, a former FASB project manager and now senior manager at Grant Thornton.
Some of the major changes under discussion: reconfiguring the balance sheet and the income statement to follow the three categories of the cash-flow statement, requiring companies to report cash flows with the little-used direct method; and introducing a new reconciliation schedule that would highlight fair-value changes. Companies will also likely have to report more about their segments, possibly down to the same level of detail as they currently report for the consolidated statements. Meanwhile, net income is slated to disappear completely from GAAP financial statements, with no obvious replacement for such commonly used metrics as earnings per share.
FASB, working with the International Accounting Standards Board (IASB) and accounting standards boards in the United Kingdom and Japan, continues to work out the precise details of the new financial statements. "We are trying to set the stage for what financial statements will look like across the globe for decades to come," says FASB chairman Robert Herz. (Examples of the proposed new financial statements can be viewed at FASB's Website.) If the standard-setters stay their course, CFOs and controllers at every publicly traded company in the world could be following Kelly's lead as soon as 2010.
It's too early to predict with confidence which changes will ultimately stick. But the mock-up exercise has made Kelly wary. He considers the direct cash-flow statement and reconciliation schedule among the "worst aspects" of the forthcoming proposal, and expects they would require "draconian exercises" from his finance staff, he says. And he questions what would result from the additional details: "If all of a sudden your income statement has 125 lines instead of 25, is that presentation more clarifying, or more confusing?"
Other financial executives share Kelly's skepticism. In a December CFO survey of more than 200 finance executives, only 17 percent said the changes would offer any benefits to their companies or investors (see "Keep the Bottom Line" at the end of this article). Even some who endorsed the basic aim of the project and like the idea of standardizing categories across the three major financial statements were only cautiously optimistic. "It may be OK, or it may be excessive." says David Rickard, CFO of CVS/Caremark. "The devil will be in the details."
From the outset, corporate financial officers have been ambivalent about FASB's seven year-old project, which was originally launched to address concerns that net income was losing relevance amid a proliferation of pro forma numbers. Back in 2001, Financial Executives International "strongly opposed" it, while executives at Philip Morris, Exxon Mobil, Sears Roebuck, and Microsoft protested to FASB as well.
(Critics then and now point out that FASB will have little control over pro forma reporting no matter what it does. Indeed, nearly 60 percent of respondents to CFO's survey said they would continue to report pro forma numbers after the new format is introduced.)
Given the project's starting point, it's not surprising that current drafts of the future income statement omit net income. Right now that's by default, since income taxes are recorded in a separate section. But there is a big push among some board members to make a more fundamental change to eliminate net income by design, and promote business income (income from operations) as the preferred basis for investment metrics.
"If net income stays, it would be a sign that we failed," says Don Young, a FASB board member. In his mind, the project is not merely about getting rid of net income, but rather about capturing all income-related information in a single line (including such volatile items as gains and losses on cash-flow hedges, available-for-sale securities, and foreign-exchange translations) rather than footnoting them in other comprehensive income (OCI) as they are now. "All changes in net assets and liabilities should be included," says Young. "Why should the income statement be incomplete?" He predicts that the new subtotals, namely business income, will present "a much clearer picture of what's going on."
Board member Thomas Linsmeier agrees. "The rationale for segregating those items [in OCI] is not necessarily obvious, other than the fact that management doesn't want to be held accountable for them in the current period," he says.
Whether for self-serving or practical reasons, finance chiefs are rallying behind net income. Nearly 70 percent of those polled by CFO in December said it should stay. "I understand their theories that it's not the be-all and end-all measure that it's put up to be, but it is a measure everyone is familiar with, and sophisticated users can adjust from there," says Kelly. Adds Rickard: "They're treating [net income] as if it's the scourge of the earth, which to me is silly. I think the logical conclusion is to make other things available, rather than hiding the one thing people find most useful."
It's not clear that investors and analysts are excited about the prospect of losing net income, either. "I like having one agreed-upon number that everyone can use for comparison, so I'd be reluctant to see that go," says Janet Pegg, senior managing director and an accounting analyst at Bear Stearns. Debt investors are more neutral. "I don't really care if it stays or goes," says Greg Jonas, managing director for Moody's Investors Service and a member of an advisory board to the FASB project. Moody's analysts use net income in fewer than 5 percent of all the ratios they construct, Jonas says, so "we're already looking at business from various perspectives."
While the threat of net income disappearing permanently is "a real one," according to Kelly, there are several mitigating factors. Young, who is one of the stronger proponents of the move, finishes his term this year, and other board members seem considerably more sympathetic to keeping the status quo. "If people continue to demand a net income metric, we'll provide information to calculate it," says Herz. The head of the IASB, David Tweedie, has also gone on record as saying he thinks net income should stay.
The official board pronouncement is that companies would still be allowed to segregate OCI items in the short term, but that they must appear on the main income statement. Over the long term, the board plans a separate project to evaluate each OCI item and reconsider its placement.
Another major shift in the new model would be to require companies to use the direct method for the cash-flow statement, explaining cash changes from the bottom up to arrive at net income, rather than starting with net income and making adjustments. (Currently, most companies use the latter, indirect method.) That statement would be linked with a new form, the so-called reconciliation schedule, that would track changes in income to cash flows or fair-value changes.
The difficulty in constructing a direct cash-flow statement largely depends on the company. As controller for multinational McCormick, Kelly says he found the exercise "virtually impossible," with thousands of transactions involving currency translations and so-called intercompany eliminations (what one division charges another for a product) gumming up the works. "If I were to get a cash-flow statement from each of my divisions around the world and try to add it up, it would never add up to my general cash-flow number," he says.
Rickard, on the other hand, switched CVS/Caremark to the direct cash-flow method three years ago as part of an experiment, and found it so easy he never bothered to switch back. That's in part because all of the company's operations are stateside, and because Rickard had no intercompany eliminations.
Survey respondents were similarly split. About 40 percent said constructing a direct cash-flow statement would require major adjustments, while it would take minor adjustments for nearly 30 percent. Given such disparity, finance executives can expect something of a reprieve. The IASB, for one, doesn't think the direct method should be required, and FASB members say they are looking closely at a hybrid direct/indirect method now used in Australia and New Zealand as a compromise.
"Radical Yet Insightful"
The concept of the reconciliation schedule, on the other hand, is gaining much wider support. Young thinks it is one of the most critical components of the new format, and more important than mandating the direct cash-flow statement. Wall Street is pushing for it as well.
"As we see more fair value coming through the financial statements, those statements need to do a better job of showing where the changes are coming from; this would help a lot," says Pegg of Bear Stearns. Jonas of Moody's considers the reconciliation schedule "the most radical yet most insightful" part of the project so far. "Many fundamental analysts are trying to understand the business's ability to generate recurring, persistent cash flows," he says, and the schedule helps them do that.
Surprisingly, some finance executives endorse it, too. "It's the kind of schedule you do to make sure you haven't made a mistake anyway, and to me, there's no difference if we publish it," says Rickard. More than 50 percent of survey respondents said they thought the reconciliation schedule would help explain revenue changes to investors; only 28 percent said it would not.
Again, though, the appropriate level of detail remains an open question. The basic categories that FASB is contemplating right now are: cash flows not affecting income, accruals and systematic allocations, recurring valuation changes, and remeasurements other than recurring valuation changes. Beyond that, the number of columns and precision of reconciliation vary greatly among the drafts. In some scenarios, the reconciliation schedule would replace the cash-flow statement (since it would contain it).
A potentially explosive change that is still only a twinkle in standard-setters' eyes is expanded segment disclosure. Last September, FASB said it was asking the IASB to sign off on the view that companies should have to classify segment as well as corporate data into operating, financing, and investing buckets. How much detail will be provided within those buckets remains to be seen. The alternatives FASB proposes range from including only significant line items to including enough segment data to total the general financials.
FASB members, particularly Young, are eager to push this part of the project forward. "I'm beginning to believe that's where some of the greatest payoffs are," he says. And it's hard to find an investor or an analyst who would turn down such plum information. Jonas, for one, is clamoring for it. "For a complex business, the unit of analysis is often the segment," he explains. "When we're analyzing GE, for example, we do look at GE consolidated, but only after we analyze each segment. But yet we don't get nearly the info in segments that we get at the consolidated level."
Finance executives so far are fairly relaxed about this proposal, largely due to Financial Accounting Standard 131, which says they don't have to report externally anything that is not used internally. McCormick, for example, doesn't keep some of the items that would likely be requested, such as balance sheets for each segment, but Kelly doesn't expect that will be a problem if those parts of FAS 131 stay in place. "And if we have it within the company, I'm fine with reporting it," he says.
Pie in the Sky?
Given that FASB has so many big-picture projects on its plate these days, it is tempting to dismiss the financial-statement project as just another pie-in-the-sky idea that will get bogged down in procedure. But with a joint FASB/IASB draft due out for comment in mid-2008, "hard decisions" could be made by 2009, says Young, with implementation to follow by 2010 at the earliest, if not several years after that. FASB members say that finishing this project isn't contingent on finishing any others on its ambitious agenda, including its efforts to hammer out a conceptual framework for accounting and to redefine notions of revenue and fair value.
Assuming the change happens, the full impact of the new format remains difficult to gauge. Viewed from one perspective, the new GAAP could be incredibly disruptive. It would require huge changes, from revising accounting textbooks and curriculums to changing IT systems to constructing new earnings metrics (and selling investors on them).
Take a different viewpoint, though, and the change is marginal. Companies would mostly be reporting data they already collect. Analysts already manipulate data in the ways that make sense to them; the new format would just save them a few steps. Meanwhile, XBRL, which could be mandated before the new format takes hold, could make the project irrelevant, some say, since in theory it would allow anyone to assemble his own customized financials based on standard data tags.
To be sure, CFOs will need to follow the project and comment when appropriate. In the long run, though, neither FASB nor companies, analysts nor investors, are likely to be the final arbiters of how onerous or easy the new approach is. The ease of conversion in many cases "will depend on how much I can estimate," says Kelly, "and that will come down to, 'What do the auditors think?'"
Alix Stuart is a senior writer at CFO.
What about Private Companies?
The new GAAP format may be just the inspiration private companies need to push for their own separate version of accounting standards. "It would appear from this project that the purpose of financial reporting is the valuation of publicly traded equities," says John Hepp of Grant Thornton, on the grounds that the structure is designed to clarify the persistence of earnings into the future, rather than the historical facts of the past period. "If that's the case, it may not make sense to apply it to companies that aren't publicly traded."
While the Private Company Financial Reporting Committee (PCFRC), which is part of the Financial Accounting Standards Board, has not formally decided to lobby for a "little" GAAP, as companies in Canada have done, it is considering it more intently these days. "From what I've seen in the preliminary formats, [the new financial statements are] probably overly complex for the needs of most private companies," says Judy O'Dell, head of the PCFRC. Bankers and other lenders on the committee "are very concerned" about what the lack of net income and traditional subtotals on balance sheets would mean for the ratios they traditionally use in making lending decisions, she says.
Any effort on behalf of a separate GAAP is likely to meet with resistance from FASB chairman Robert Herz, however. He says he wants to stick with one GAAP because "users don't want to have to learn two languages," and because many private companies ultimately go public. However, Herz concedes that the new GAAP format "may have to be simplified" for private companies. — A.S.