FASB expands private company consolidation relief

FASB addressed an area of accounting that has long been a concern for private companies Wednesday with the issuance of a standard designed to improve consolidation accounting for private companies.

The standard-setting board also amended for all entities the guidance for determining whether a decision-making fee is a variable interest.

The changes were published in Accounting Standards Update No. 2018-17, Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities. The standard is designed to reduce the cost and complexity of financial reporting associated with variable-interest entities (VIEs), which are organizations in which consolidation is not based on a majority of voting rights.

Responding to concerns voiced through the Private Company Council, FASB in 2014 provided some relief by giving private companies the ability to elect not to consolidate VIEs in common control leasing arrangements.

The guidance issued Wednesday expands and supersedes the 2014 private company exception, permitting the exception to be applied to all qualifying common control arrangements for private companies.

“Simplifying VIE guidance for private companies is based on recommendations from the Private Company Council and addresses stakeholder concerns that it is difficult to apply current consolidation guidance for VIEs under common control,” FASB Chairman Russell Golden said in a news release. “It provides private companies the choice to not apply VIE guidance to their common control arrangements — thereby reducing costs without compromising the relevance of the financial reporting information to financial statement users.”

The new standard gives a private company the option, when certain criteria are met, to make an accounting policy election to not apply VIE guidance to legal entities under common control (including common control leasing arrangements).

If chosen, this accounting policy election is required to be applied by the private company to all current and future legal entities under common control that meet the criteria for applying the alternative. A private company will continue to be required to apply other consolidation guidance, specifically FASB’s voting interest entity guidance.

A private company that elects the alternative is required to provide detailed disclosures about how it is involved with — and exposed to — the entity under common control.

In addition, the standard amends for all organizations FASB’s guidance for determining whether a decision-making fee is a variable interest. Under the amendments, organizations are required to consider indirect interests held through related parties under common control on a proportional basis, not as the equivalent of a direct interest in its entirety as required in current GAAP. These amendments are expected to result in fewer organizations consolidating VIEs.

The ASU takes effect for organizations other than private companies in fiscal years beginning after Dec. 15, 2019, and interim periods within those fiscal years. The amendments take effect for private companies for fiscal years beginning after Dec. 15, 2020, and interim periods within fiscal years beginning after Dec. 15, 2021. Early adoption is permitted.

— Ken Tysiac (Kenneth.Tysiac@aicpa-cima.com) is the JofA’s editorial director.