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Determining fair value for business combinations and impairments Jul 02, 2024

Show notes

This episode dives into valuation relating to goodwill impairments, long-lived asset impairments, and business combinations. We discuss:

1:15 – The meaning of “fair value” in financial reporting
5:55 – Valuation considerations and insights related
- 6:20 – Goodwill impairments
- 34:30 – Impairments of long-lived assets
- 42:53 – Business combinations

For more information, read chapter 7 of our Fair value guide, chapters 2 and 9 of our Business combinations guide, and chapter 5 our Property, plant, equipment and other assets guide. Also, check out another recent podcast related to this topic, Impairment of long-lived assets held and used. Additionally, follow this podcast on your favorite podcast app for more episodes.
Beth Paul is a Deputy Chief Accountant in PwC’s National Office responsible for a team of consultants that specialize in business combinations and related areas, such as consolidations, disposals, impairments, and segment reporting.
Adam Smith is a managing director in PwC’s Deals practice with experience related to performing valuations of businesses, business interests, intangible assets, and derivatives. Adam’s valuation specialization supports a wide range of purposes, including financial reporting, litigation support, corporate planning and consulting, and mergers and acquisitions.
Heather Horn is the PwC National Office Sustainability & Thought Leader, responsible for developing our communications strategy and conveying firm positions on accounting, financial reporting, and sustainability matters. In addition, she is part of PwC’s global sustainability leadership team, developing interpretive guidance and consulting with companies as they transition from voluntary to mandatory sustainability reporting. She is also the engaging host of PwC’s accounting and reporting weekly podcast and quarterly webcast series.
Transcripts available upon request for individuals who may need a disability-related accommodation. Please send requests to us_podcast@pwc.com.

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Deciphering the accounting for equity-linked instruments May 28, 2024

Show notes

We wrap up our miniseries on accounting for financing transactions with a focus on the accounting for equity-linked instruments.
In this episode, we discuss:

2:03 - Why companies issue equity-linked instruments
7:23 - Determining whether an instrument is freestanding or embedded
13:13 - Determining whether an instrument is indexed to the entity’s own stock
- 17:23 - Exercise contingencies
- 19:50 - Settlement adjustments
- 32:36 - Convertible debt instruments
39:51 - Equity or liability classification

For more information on these topics, read chapter 5 of our Financing transactions guide. Also, check out other episodes in our miniseries: Share repurchases – The type of arrangement matters, Accounting for preferred stock from issuance to retirement, and Understanding "mezzanine” equity. Additionally, follow this podcast on your favorite podcast app for more episodes.
John Horan is a managing director in PwC’s National Office where he assists clients with complex accounting issues in the areas of foreign currency, liabilities and equity, earnings per share, and derivatives and hedging. John specializes in large capital transactions and initial public offerings.
Bret Dooley is a Deputy Chief Accountant in PwC’s National Office who leads teams focused on the financial services sectors and accounting for financial instruments. He has over 25 years of experience in the financial services, banking, and capital markets industries. Bret focuses on emerging financial reporting issues related to financial instruments, developing interpretive guidance, and assisting clients in resolving complex accounting matters.
Heather Horn is the PwC National Office Sustainability & Thought Leader, responsible for developing our communications strategy and conveying firm positions on accounting, financial reporting, and sustainability matters. In addition, she is part of PwC’s global sustainability leadership team, developing interpretive guidance and consulting with companies as they transition from voluntary to mandatory sustainability reporting. She is also the engaging host of PwC’s accounting and reporting weekly podcast and quarterly webcast series.
Transcripts available upon request for individuals who may need a disability-related accommodation. Please send requests to us_podcast@pwc.com.

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Understanding "mezzanine” equity May 21, 2024

Show notes

Next up in our miniseries on accounting for financing transactions is mezzanine equity. When an instrument is presented as mezzanine equity, it is not permanent equity or a liability. We explain what that means and provide an overview of how to account for it as well as the financial statement impacts.
In this episode, we discuss:

1:56 - Background and the associated SEC guidance on mezzanine equity
3:52 - When mezzanine equity presentation is appropriate
27:20 - Measurement
36:20 - Extinguishment
38:13 - EPS impacts

For more information on these topics, read chapter 7 of our Financing transactions guide. Also, check out other episodes in our miniseries covering Accounting for preferred stock from issuance to retirement and Share repurchases – The type of arrangement matters. Additionally, follow this podcast on your favorite podcast app for more episodes.
Chip Currie is a partner in PwC’s National office with nearly 30 years of experience assisting companies in resolving complex business and accounting issues. He concentrates on the accounting for financial instruments under both current and emerging standards and works with many of the firm's largest financial services clients and a number of non-financial services clients on treasury-related matters.
Heather Horn is the PwC National Office Sustainability & Thought Leader, responsible for developing our communications strategy and conveying firm positions on accounting, financial reporting, and sustainability matters. In addition, she is part of PwC’s global sustainability leadership team, developing interpretive guidance and consulting with companies as they transition from voluntary to mandatory sustainability reporting. She is also the engaging host of PwC’s accounting and reporting weekly podcast and quarterly webcast series.
Transcripts available upon request for individuals who may need a disability-related accommodation. Please send requests to us_podcast@pwc.com.

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Accounting for preferred stock from issuance to retirement May 14, 2024

Show notes

We continue our miniseries on accounting for financing transactions with a focus on preferred shares. In this episode we provide an overview and walk through the key judgments in accounting for different types of preferred stock.
In this episode, we discuss:

2:01 - An overview of preferred stock, common features, and reasons companies may issue it over other forms of financing
9:40 - The accounting model for preferred stock
14:30 - Classification, recognition, and measurement of preferred stock
30:55 - Dividends
33:34 - Extinguishment or modification accounting

For more information on these topics, read chapter 7 of our Financing transactions guide. Also, for more on the EPS implications of preferred stock, listen to our podcast, Presenting earnings per share (EPS). Additionally, follow this podcast on your favorite podcast app for more episodes.
Bret Dooley is a Deputy Chief Accountant in PwC’s National Office who leads teams focused on the financial services sectors and accounting for financial instruments. He has over 25 years of experience in the financial services, banking, and capital markets industries. Bret focuses on emerging financial reporting issues related to financial instruments, developing interpretive guidance, and assisting clients in resolving complex accounting matters.
Christopher Gerdau is a partner in PwC’s National Office specializing in accounting for financial instruments and banking-related topics. Chris also conducts technical reviews of SEC filings and provides technical support to PwC’s practice offices. Chris’s client service expertise includes the banking, capital markets, and insurance industries.
Heather Horn is the PwC National Office Sustainability & Thought Leader, responsible for developing our communications strategy and conveying firm positions on accounting, financial reporting, and sustainability matters. In addition, she is part of PwC’s global sustainability leadership team, developing interpretive guidance and consulting with companies as they transition from voluntary to mandatory sustainability reporting. She is also the engaging host of PwC’s accounting and reporting weekly podcast and quarterly webcast series.
Transcripts available upon request for individuals who may need a disability-related accommodation. Please send requests to us_podcast@pwc.com.

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Talking ESG: The challenge – and promise – of a circular economy May 09, 2024

Show notes

The concept of a circular economy emphasizes reducing, reusing, repairing, and recycling to minimize waste and maximize resource use in the context of a planet with finite resources. And as you’ll hear in this episode, circularity is increasingly becoming a business issue, both a challenge and opportunity, that interacts with multiple sustainability topics.
This week, Heather Horn is joined by Tom Beagent, a partner in PwC UK’s Global Sustainability and Climate Change practice, to discuss the circular economy, a sustainable alternative to the traditional linear economy model.
In this episode, we discuss:

3:02 - The concept of a circular economy and its importance in the context of finite resources
7:52 - The relationship between a circular economy, net zero emissions, and biodiversity
9:07 - The scale of change required, and the steps involved to transition to a circular economy
13:18 - Examples of industries and products that would benefit the most from transitioning to a circular economy
19:18 - Consumer practices that fit within a circular economy
24:21 - Why regulators are stepping in to mandate change
26:40 - The business opportunities that arise from solving problems related to waste and resource use
28:34 - The challenge of changing consumer behavior and perceptions of abundance
31:58 - Reporting under the EU's ESRS E5 standard and insights from the related data

Looking for the latest developments in sustainability reporting? Follow this podcast on your favorite podcast app and subscribe to our weekly newsletter for the latest thought leadership on sustainability standards.
Tom Beagent is a partner in PwC UK’s Global Sustainability and Climate Change practice, specializing in integrating natural and social capital analysis into decision making for sustainable growth. With over 20 years’ experience delivering sustainable business projects, he also co-developed PwC’s Total Impact Measurement and Management methodologies (TIMM), which allows organizations to measure and value the social, environmental, economic, and fiscal impacts resulting from their operations, as well as their extended value chains.
Heather Horn is the PwC National Office Sustainability & Thought Leader, responsible for developing our communications strategy and conveying firm positions on accounting, financial reporting, and sustainability matters. In addition, she is part of PwC’s global sustainability leadership team, developing interpretive guidance and consulting with companies as they transition from voluntary to mandatory sustainability reporting. She is also the engaging host of PwC’s accounting and reporting weekly podcast and quarterly webcast series.
Transcripts available upon request for individuals who may need a disability-related accommodation. Please send requests to us_podcast@pwc.com.

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Share repurchases – The type of arrangement matters May 07, 2024

Show notes

We kick off our miniseries on accounting for financing transactions with a focus on share repurchases. We provide an overview of the different methods and reasons companies may repurchase their own shares as well as the accounting implications. Spoiler alert – the type of arrangement really matters as it dictates the accounting.
In this episode, we discuss:

3:38 – An overview of the different methods and reasons companies repurchase shares
11:43 – Accounting implications depending on the method of repurchase:
- 11:55 – Spot repurchases
- 15:07 – 10B5-1 plans
- 16:26 – Forward repurchases
- 18:56 – Prepaid repurchases
- 20:30 – Tender offers
- 24:08 – Accelerated share repurchases
30:40 – Accounting for treasury stock

For more information on these topics, read chapter 9 of our Financing transactions guide. Additionally, follow this podcast on your favorite podcast app for more episodes.
John Horan is a managing director in PwC’s National Office where he assists clients with complex accounting issues in the areas of foreign currency, liabilities and equity, earnings per share, and derivatives and hedging. John specializes in large capital transactions and initial public offerings.
Heather Horn is the PwC National Office Sustainability & Thought Leader, responsible for developing our communications strategy and conveying firm positions on accounting, financial reporting, and sustainability matters. In addition, she is part of PwC’s global sustainability leadership team, developing interpretive guidance and consulting with companies as they transition from voluntary to mandatory sustainability reporting. She is also the engaging host of PwC’s accounting and reporting weekly podcast and quarterly webcast series.
Transcripts available upon request for individuals who may need a disability-related accommodation. Please send requests to us_podcast@pwc.com.

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New income tax disclosure requirements – getting ready Apr 30, 2024

Show notes

This episode provides an overview of new FASB income tax guidance requiring disaggregated information about a reporting entity’s effective tax rate reconciliation as well as income taxes paid. The FASB’s updates are intended to benefit investors by providing more detailed income tax disclosures that may be useful in making capital allocation decisions.
In this episode, we discuss:

0:20 - Background on and an overview of the new guidance
6:50 - Disaggregated rate reconciliation disclosures
26:16 - Disaggregated income taxes paid disclosures
33:15 - Other changes to existing income tax disclosures
35:18 - Effective dates and transition

For more information, read our publication, FASB issues guidance on income tax disclosures. Additionally, follow this podcast on your favorite podcast app for more episodes.
Jennifer Spang is the PwC National Office income tax accounting leader, specializing in tax accounting under US GAAP and IFRS. She has over 30 years of experience helping companies in a variety of industries navigate complex tax accounting matters.
Heather Horn is the PwC National Office Sustainability & Thought Leader, responsible for developing our communications strategy and conveying firm positions on accounting, financial reporting, and sustainability matters. In addition, she is part of PwC’s global sustainability leadership team, developing interpretive guidance and consulting with companies as they transition from voluntary to mandatory sustainability reporting. She is also the engaging host of PwC’s accounting and reporting weekly podcast and quarterly webcast series.
Transcripts available upon request for individuals who may need a disability-related accommodation. Please send requests to us_podcast@pwc.com.

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Identifying embedded leases in your contracts Apr 23, 2024

Show notes

The final episode in our lease accounting miniseries focuses on embedded leases. Although it may not be explicitly stated, your contract may contain a lease that needs to be accounted for. We cover some of the key considerations and common difficulties.
In this episode, we discuss:

1:35 - Embedded leases, including examples
7:43 - The model used to identify an embedded lease
- 08:56 - Identified asset considerations
- 16:52 - Control considerations
30:18 - Identification of lease versus non-lease components and allocation of consideration

For more information on these topics, read chapter 2 of our Leases guide. Also, check out other episodes in our miniseries covering Lease classification, "Day 2" lease accounting, and lessee accounting for real estate leases. Additionally, follow this podcast on your favorite podcast app for more episodes.
Marc Jerusalem is a PwC National Office managing director specializing in leasing. Marc consults with clients on complex lease accounting issues and is a frequent contributor to many related PwC National Office publications.
Heather Horn is the PwC National Office Sustainability & Thought Leader, responsible for developing our communications strategy and conveying firm positions on accounting, financial reporting, and sustainability matters. In addition, she is part of PwC’s global sustainability leadership team, developing interpretive guidance and consulting with companies as they transition from voluntary to mandatory sustainability reporting. She is also the engaging host of PwC’s accounting and reporting weekly podcast and quarterly webcast series.
Transcripts available upon request for individuals who may need a disability-related accommodation. Please send requests to us_podcast@pwc.com.

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Talking ESG: Building effective sustainability reporting governance Apr 18, 2024

Show notes

A critical step in getting ready for new sustainability reporting requirements is building a comprehensive governance framework. In this episode, host Heather Horn sits down with Stephen Parker and Matt DiGuiseppe of PwC’s Governance Insights Center to discuss the new regulatory environment and what it means for board members looking to discharge their oversight responsibilities effectively and management looking to get the board ready.
In this episode, we discuss:

2:21 - Reactions to new sustainability reporting frameworks from senior management and boards
6:13 - Strategies for managing the “noise” around new rules and how best to proceed despite uncertainty
10:43 - The need to upskill board members so that they are capable of performing their fiduciary responsibility related to oversight of sustainability processes and disclosures
18:43 - How management can best help the board prioritize its time given the increase in its responsibilities
23:15 - Whether the market has begun to consider a board candidate’s knowledge of climate during board selection processes and the level of expertise required
27:39 - How boards are performing their responsibilities with respect to climate information
33:55 - Working through the challenges of presenting sustainability information to the board given tight timelines and other reporting responsibilities
39:25 - Best practices for governance over sustainability matters at the board and management levels

Looking for the latest developments in sustainability reporting? Follow this podcast on your favorite podcast app and subscribe to our weekly newsletter to stay in the loop for the latest thought leadership on sustainability standards.
Stephen Parker is a partner in PwC’s Governance Insights Center, which strives to strengthen the connection between directors, executive teams, and investors by helping them navigate the evolving governance landscape. With more than 30 years of experience, Stephen has advised boards of directors on a variety of complex financial reporting matters. Stephen’s client service experience includes energy and utility companies, financial services companies, and nonprofits.
Matt DiGuiseppe is a managing director in PwC’s Governance Insights Center, which helps stakeholders navigate the evolving governance landscape. Matt has participated in numerous industry groups and was the founding chairperson of the Investor Stewardship Group (ISG), which advanced a set of corporate governance and stewardship principles for the US market.
Heather Horn is the PwC National Office Sustainability & Thought Leader, responsible for developing our communications strategy and conveying firm positions on accounting, financial reporting, and sustainability matters. In addition, she is part of PwC’s global sustainability leadership team, developing interpretive guidance and consulting with companies as they transition from voluntary to mandatory sustainability reporting. She is also the engaging host of PwC’s accounting and reporting weekly podcast and quarterly webcast series.
Transcripts available upon request for individuals who may need a disability-related accommodation. Please send requests to us_podcast@pwc.com.

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Leasing real estate? What lessees need to know Apr 16, 2024

Show notes

In this next episode in our miniseries on lease accounting, we focus on lessee accounting for real estate leases. From lease incentives to build-to-suit arrangements and more, we cover some of the key areas that lessees should consider in accounting for real estate leases.
In this episode, we discuss:

03:25 - Lease incentives
08:23 - Distinguishing between lessee and lessor assets
11:28 - Accounting for lessee assets
13:50 - Accounting for lessor assets
17:20 - Determination of the lease commencement date
19:06 - Multiple units of account in a lease
21:51 - Build-to-suit arrangements

For more information on these topics, read chapters 3, 6, and 8 of our Leases guide. Also, check out other episodes in our miniseries covering lease classification and “day 2” lease accounting. Additionally, follow this podcast on your favorite podcast app for more episodes.
Suzanne Stephani is a director in PwC’s National Office specializing in the statement of cash flows, as well as the application and interpretation of the accounting guidance related to financing and leasing transactions.
Marc Jerusalem is a PwC National Office managing director specializing in leasing. Marc consults with clients on complex lease accounting issues and is a frequent contributor to many related PwC National Office publications.
Heather Horn is the PwC National Office Sustainability & Thought Leader, responsible for developing our communications strategy and conveying firm positions on accounting, financial reporting, and sustainability matters. In addition, she is part of PwC’s global sustainability leadership team, developing interpretive guidance and consulting with companies as they transition from voluntary to mandatory sustainability reporting. She is also the engaging host of PwC’s accounting and reporting weekly podcast and quarterly webcast series.
Transcripts available upon request for individuals who may need a disability-related accommodation. Please send requests to us_podcast@pwc.com.

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