Public Company Accounting and Finance

Transcription

1 Public Company Accounting and Finance Edition 2.2 Steven M. Bragg

2 Chapter 1 The Public Company Environment... 1 Learning Objectives... 1 Introduction... 1 Public Company Accounting... 1 Generally Accepted Accounting Principles... 2 Public Company Finance... 3 The Securities and Exchange Commission... 4 The Issuer and Registrant Concepts... 5 The Decline in Public Companies... 5 Chapter Summary... 6 Review Questions... 8 Review Answers... 9 Chapter 2 Earnings per Share Reporting Learning Objectives Introduction Basic Earnings per Share Diluted Earnings per Share Disclosure of Earnings per Share Chapter Summary Review Questions Review Answers Chapter 3 Segment Reporting Learning Objectives Introduction Overview of Segment Reporting Segment Disclosure Products, Services, and Customer Disclosure Geographic Area Disclosure Chapter Summary Review Questions Review Answers Chapter 4 Interim Reporting Learning Objectives Introduction Overview of Interim Reporting General Interim Reporting Rule Variations from the Interim Reporting Rule Changes in Accounting Principle in Interim Periods Changes in Accounting Estimate in Interim Periods Error Correction in Interim Periods Adjustments to Prior Interim Periods Gross Profit Method The Integral View The Discrete View Comparison of the Integral and Discrete Views Disclosures for Interim Reporting Chapter Summary Review Questions Review Answers Chapter 5 Stock Issuances Accounting Learning Objectives... 37

3 Introduction The Sale of Stock Dividend Payments Stock Dividends and Stock Splits Stock Dividend Stock Split Equity-Based Payments to Nonemployees Overview of Stock Compensation The Volatility Concept Fair Value Calculation Alternatives Awards Classified as Equity Award Measurement Problems Contingent Features Award Modifications Awards Classified as Liabilities Employee Share Purchase Plans Equity Disclosures Rights and Privileges Preferred Stock Contingently Convertible Securities Redeemable Securities Changes in Shareholders Equity Equity-Based Payments to Nonemployees Stock-Based Compensation Disclosures Chapter Summary Review Questions Review Answers Chapter 6 Debt Accounting Learning Objectives Introduction Debt with Conversion and Other Options Debt Instruments with Detachable Warrants Convertible Securities Beneficial Conversion Features Interest Forfeiture Induced Conversions Conversion by Exercise of Call Option Convertible Instruments Issued to Nonemployees as Payment Contingent Conversion Option Own-Share Lending Arrangements Own-Share Lending Arrangements (EPS Calculations) Overview of Imputed Interest Debt Disclosures Long-Term Obligations Short-Term Obligations to be Refinanced Chapter Summary Review Questions Review Answers Chapter 7 Staff Accounting Bulletins Learning Objectives Introduction Financial Statement Topics Overhead Allocations Pro Forma Financial Statements Materiality ii

4 Debt Issuance Costs Redeemable Preferred Stock Equity Accounting Topics Subordinated Debt S Corporations Change in Capital Structure Receivables from the Sale of Stock Limited Partnerships Notes and Other Receivables from Affiliates Miscellaneous Accounting Topics Expenses of Offering Gain or Loss from Disposition of Equipment Accounting Changes Not Retroactively Applied Due to Immateriality New Basis of Accounting Required in Certain Circumstances Restructuring Charges Impairments Revenue Recognition Topics Chapter Summary Review Questions Review Answers Chapter 8 Annual and Quarterly Reporting Learning Objectives Introduction The Form 10-K Item 1. Business Item 1A. Risk Factors Item 1B. Unresolved Staff Comments Item 2. Properties Item 3. Legal Proceedings Item 4. Mine Safety Disclosures Item 5. Market for Company Stock Item 6. Selected Financial Data Item 7. Management s Discussion and Analysis of Financial Condition and Results of Operation Item 7A. Quantitative and Qualitative Disclosures about Market Risk Item 8. Financial Statements and Supplementary Data Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. 93 Item 9A. Controls and Procedures Item 10. Directors, Executive Officers and Corporate Governance Item 11. Executive Compensation Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Item 13. Certain Relationships and Related Transactions, and Director Independence Item 14. Principal Accountant Fees and Services The Form 10-Q Information to be Incorporated by Reference Chapter Summary Review Questions Review Answers Chapter 9 Form 8-K Reporting Learning Objectives Introduction The Form 8-K Chapter Summary Review Questions Review Answers iii

5 Chapter 10 Insider Securities Reporting Learning Objectives Introduction Forms 3, 4, and SEC Filing Codes Related Topics Chapter Summary Review Questions Review Answers Chapter 11 Non-GAAP Reporting Learning Objectives Introduction The Disclosure of Non-GAAP Information Practical Application of Non-GAAP Financial Measures Non-GAAP Financial Measure Policies and Procedures Non-GAAP Financial Measure Policies Non-GAAP Financial Measure Procedures Chapter Summary Review Questions Review Answers Chapter 12 Fedwire Payments Learning Objectives Introduction Fedwire Fedwire Payment Instructions Check Payments Chapter Summary Review Questions Review Answers Chapter 13 The Initial Public Offering Learning Objectives Introduction Reasons for and Against an IPO Preparation for the IPO The Initial Public Offering Blue Sky Laws Chapter Summary Review Questions Review Answers Chapter 14 The Reverse Merger Learning Objectives Introduction The Reverse Merger Concept Advantages and Disadvantages of the Reverse Merger The Price of a Shell Shell Due Diligence Trading Volume Chapter Summary Review Questions Review Answers Chapter 15 Registration Statements Learning Objectives Introduction iv

6 Form S Form S Form S Exhibits to Registration Filings Shelf Registration Registration Statement Effectiveness Chapter Summary Review Questions Review Answers Chapter 16 Regulation A Stock Sales Learning Objectives Introduction Regulation A Stock Sales Solicitations of Interest Form 1-A Chapter Summary Review Questions Review Answers Chapter 17 Sale of Unregistered Securities Regulation D Learning Objectives Introduction Regulation D Stock Sales The Form D Filing The Accredited Investor Private Investments in Public Equity Chapter Summary Review Questions Review Answers Chapter 18 The Jumpstart Our Business Startups Act Learning Objectives Introduction Provisions of the JOBS Act Title I Reopening American Capital Markets to Emerging Growth Companies Title II Access to Capital for Job Creators Title III Crowdfunding Title IV Small Company Capital Formation Title V Private Company Flexibility and Growth Chapter Summary Review Questions Review Answers Chapter 19 Sale of Unregistered Securities Rule Learning Objectives Introduction Rule 144 Stock Sales Rule 144 Administrative Procedure Chapter Summary Review Questions Review Answers Chapter 20 Rule 10b5-1 Stock Sales Learning Objectives Introduction Rule 10b5-1 Stock Sales Rule 10b5-1 Administrative Procedure v

7 Chapter Summary Review Questions Review Answers Chapter 21 Closing the Books Learning Objectives Introduction Basic Steps for Closing the Books Customer Billings Accounts Payable Fixed Assets Inventory Journal Entries Balance Sheet Reconciliations Consolidate Results Error Checking Preparation of the Financial Statements Public Company Final Tasks Period-End Final Tasks Year-End The Public Company Closing Process The Form 10-Q Approval The Form 10-K Approval Chapter Summary Review Questions Review Answers Chapter 22 Accounting and Finance Controls Learning Objectives Introduction Preventive and Detective Controls General Controls for Public Companies Basic Financial Statement Controls Controls for Form 8-K Reporting Controls for Forms 3, 4, and 5 Filings Controls for Non-GAAP Financial Measures Controls for Regulation A Stock Sales Controls for Regulation D Stock Sales Controls for Rule Chapter Summary Review Questions Review Answers Glossary Index vi