FASB Improves Convertible Instruments and Contracts in an Entity’s Own Equity

 Norwalk, CT—August 5, 2020—The Financial Accounting Standards Board (FASB) today issued a new Accounting Standards Update (ASU) expected to improve financial reporting associated with accounting for convertible instruments and contracts in an entity’s own equity.

“The ASU is an important step in simplifying a complex area of accounting guidance that has been a frequent source of financial statement restatements,” said FASB Vice Chairman James L. Kroeker. “We expect it to improve comparability of information for financial statement users and reduce cost and complexity for preparers and auditors.”

The ASU simplifies accounting for convertible instruments by removing major separation models required under current Generally Accepted Accounting Principles (GAAP). Consequently, more convertible debt instruments will be reported as a single liability instrument and more convertible preferred stock as a single equity instrument with no separate accounting for embedded conversion features. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception, which will permit more equity contracts to qualify for it. The ASU also simplifies the diluted earnings per share (EPS) calculation in certain areas.

The ASU is effective for public business entities that meet the definition of a Securities and Exchange Commission (SEC) filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, the standard will be effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption will be permitted.

In its original July 2019 Exposure Draft, the FASB also proposed simplifying the accounting for equity contracts by reducing form-over-substance-based accounting conclusions that are driven by remote contingent events in the assessment of the derivatives scope exception. However, based on mixed feedback from stakeholders during the public comment period, the FASB decided not to include those proposed changes in the ASU. Consequently, the FASB plans to continue to explore improvements on this aspect of the guidance in a separate Phase 2 project.

The ASU, a FASB in Focus overview, and a video about the standard are available at www.fasb.org.