Shakespeare Inc.

Shakespeare Inc., a private publishing company issued its F/S on March 20, 2012. There were several accruals and events that the management of Shakespeare is considering to determine if they should be recognized or disclosed in Dec 31, 2011 F/S. In my opinion, the important things to focus on subsequent events are the period they effect and if their influence is material or not, so that in conclusion, the F/S are fairly presented. 1. Should the information pertaining to actual claims incurred as of B/S date that became available after the B/S date be considered in determining management’s best estimate of the medical benefits payable? If so, how does this information impact the amount recognized or disclosed? According to ASC 720-20-25-14, it requires that insured entities including those that use a claims-made approach for insuring certain risks, recognize a liability for the probable losses from incurred but not reported claims and incidents if the loss is both probable and reasonably estimable. So, the estimation of medical benefit payables should be recognized. According to ASC 944-40-35-1 Changes in estimates of claim costs resulting from the continuous review process and differences between estimates and payments for claims shall be recognized in income of the period in which the estimates are changed or payments are made.

Since the change in estimation takes place after December 31, the change should not be recognized but instead disclosed in financial reporting. We identified that the information pertaining to actual claims incurred as of the balance sheet date that became available after the balance sheet date should be considered in determining management’s best estimate of the medical benefits payable. ASC 450-20-25-6 states, “After the date of an entity’s financial statements but before those financial statements are issued or are available to be issued (as discussed in Section 855-10-25), information may become available indicating that an asset was impaired or a liability was incurred after the date of the financial statements, or that there is at least a reasonable possibility that an asset was impaired or a liability was incurred after that date. The information may relate to a loss contingency that existed at the date of the financial statements.” This information impacts the amounts to be recognized and disclosed on Shakespeare Inc.’s financial statements. As of management’s review on March 18, 2011, Shakespeare Inc. had received claims totaling $0.75 million for medical care costs incurred before December 31, 2010.

This is a Type I Subsequent Event and according to ASC 855-10-25-1 that states, “An entity shall recognize in the financial statements the effects of all subsequent events that provide additional evidence about conditions that existed at the date of the balance sheet.” The information pertaining to actual claims incurred as of the balance sheet date that became available after the balance sheet date should be considered in determining management’s best estimate of the medical benefits payable. According to ASC 450-20-30-1, “If some amount within a range of loss appears at the time to be a better estimate than any other amount within the range, that amount shall be accrued. When no amount within the range is a better estimate than any other amount, however, the minimum amount in the range shall be accrued. Even though the minimum amount in the range is not necessarily the amount of loss that will be ultimately determined, it is not likely that the ultimate loss will be less than the minimum amount”

2. How, if at all, is the modification to the line of credit recognized or disclosed in the F/S? Line of credit is an arrangement between a financial institution, usually a bank, and a customer that establishes a maximum loan balance that the bank will permit the borrower to maintain. The borrower can draw down on the line of credit at any time, as long as he or she does not exceed the maximum set in the agreement. In accordance ASC 470-50-40-21b Modifications to or exchanges of line-of-credit or revolving-debt arrangements resulting in either a new line-of-credit or revolving-debt arrangement or resulting in a traditional term-debt arrangement shall be evaluated in the following manner:“ If the borrowing capacity of the new arrangement is greater than or equal to the borrowing capacity of the old arrangement, then any unamortized deferred costs, any fees paid to the creditor, and any third-party costs incurred shall be associated with the new arrangement (that is, deferred and amortized over the term of the new arrangement.” In accordance with ASC 855-10-25-3, An entity shall not recognize subsequent events that provide evidence about conditions that did not exist at the date of the balance sheet but arose after the balance sheet date but before financial statements are issued or are available to be issued. See paragraph 855-10-55-2 for examples of non-recognized subsequent events.

3. How, if at all, is the acquisition of Hamlet recognized or disclosed in the F/S? Shakespeare’s management uses $10 m from the modified line of credit to acquire Hamlet, a competitor publishing company. Management’s best estimate of the allocation of the $10 million purchase is as follows: $2 million of current assets and $8 million noncurrent assets (comprising $5 million of identifiable noncurrent assets, $2 million of intangible assets, and $1 million of goodwill). Hamlet’s prior-year audited financial statements included revenue of $3.2 million and Earnings Before Income Taxes, Depreciation, and Amortization (EBITDA) of $1.1 million. . In accordance with ASC 805-10-20 (Business combination) regarding transaction or other events in which an acquirer obtain control of one or more businesses sometimes referred to as true mergers or mergers of equals also business combination. Therefore, the acquision of Hamlet should be classified in business combination. Also the acquisition was done after balance sheet date but before financial statements were issued making it a subsequent event.

Whether the acquisition of Hamlet should be disclosed or recognized, depends on the acquisition was made before or after the financial date. According to ASC 855-10-25-3 An entity shall not recognize subsequent events that provide evidence about conditions that did not exist at the date of the balance sheet but arose after the balance sheet date but before financial statements are issued or are available to be issued. There two types of subsequent events. The first type consists of events or transactions that provide additional evidence about conditions that existed at the date of the balance sheet, including the estimates inherent in the process of preparing financial statements (that is, recognized subsequent events). The second type consists of events that provide evidence about conditions that did not exist at the date of the balance sheet but arose subsequent to that date (that is, nonrecognized subsequent events.

Since acquisition of Hamlet happened on March 10, 2011, which is after the balance sheet date but during the subsequent period then it is a non-recognized subsequent event and it should not be recognized but disclosed in the notes. In this case, the auditor should gather audit evidence to see that the acquisition of Hamlet was a really subsequent event and if it was disclosed in the notes of financial statements in accordance with appropriate financial reporting framework. Shakespeare should state in its disclosure that the date which these events occur was after the financial statement date but before the financial statements were issued making this period the subsequent period.

4. What should Shakespeare disclose about the date through which the F/S were evaluated for subsequent events? How would this disclosure change if Shakespeare were an SEC filer? For subsequent events, Shakespeare should only disclose non-recognized subsequent events, which are evidence about conditions that did not exist at the date of B/S date, but that arose during after B/S date and before B/S has been issued. This is consistent with ASC 855-10-25-3 quoted above. Shakespeare only needs to focus on the period; if the evidence did or did not exist at the date of B/S date. If Shakespeare were an SEC filer, rather than a privately held company, it should follow ASC 855-10-25-1A. This is stated as follows: An entity that meets either of the following criteria shall evaluate subsequent events through the date the financial statements are issued: a. It is an SEC filer.

b. It is a conduit bond obligor for conduit debt securities that are traded in a public market (a domestic or foreign stock exchange or an over-the-counter market, including local or regional markets). An entity that meets neither criteria in the preceding paragraph shall evaluate subsequent events through the date that the financial statements are available to be issued. So this means even though the evidence did not exist at date of B/S date, it should carefully evaluate the effects of subsequent events and whether they fairly present the financial position of the company and is not misleading as of the date they are filed with Commission. ASC 855-10-S99-2 states that when assumed that a registrant widely distributes its financial statements but, before filing them with the Commission, the registrant or its auditor becomes aware of an event or transaction that existed at the date of the financial statements that causes those financial statements to be materially misleading, if a registrant does not amend those financial statements so that they are free of material misstatement or omissions when they are filed with the Commission, the registrant will be knowingly filing a false and misleading document. A registrant and its independent auditor have responsibilities with regard to post-balance-sheet-date subsequent events, as well as the application of authoritative literature applicable to such events. So if Shakespeare is a SEC filer, it should evaluate the subsequent events along with the auditor to make sure they fairly present their financial position as of the filing date.

5. Shakespeare is contemplating adopting IFRSs in the coming year. What guidance in IFRSs addresses events that occur after the B/S date but before the F/S are issued? What does this guidance state about the recognition, measurement, or disclosure of such events? IAS 10 is regarding “Events after the reporting period”. The objective of IAS 10 is to prescribe: When an entity should adjust its financial statements for events after the balance sheet date, and The disclosures that an entity should give about the date when the financial statements were authorized for issue and about events after the balance sheet date. The standard also requires that an entity should not prepare its financial statements on a going-concern basis if events after the balance sheet date indicate that the going-concern assumption is not appropriate.

Events after the balance sheet date are those events, both favorable and unfavorable, that occur between the balance sheet date and the date when the financial statements are authorized for issue. Two types of events can be identified they are: Those that provide evidence of conditions that existed at the balance sheet date (adjusting events after the balance sheet date), and Those that are indicative of conditions that arose after the balance sheet date (non-adjusting events after the balance sheet date). An entity should adjust the amounts recognised in its financial statements to reflect adjusting events after the balance sheet date. An entity should not adjust the amounts recognised in its financial statements to reflect non-adjusting events after the balance sheet date.