Presentation on theme: "EBPAQC Audits of Employee Stock Ownership Plans"— Presentation transcript:
1 EBPAQC Audits of Employee Stock Ownership Plans Webinar Troubleshooting TipsDisable all pop-up blockers on your computerYou should be able to hear music, if not, you may need to do one of the following:Verify that the volume on your computer is not mutedIf you are in Windows Media Player, please logout and try Real PlayerIf you are in Real Player, please logout and try Windows Media PlayerMost often any audio or video difficulties are at the local user office so you may need to check with your IT administratorIf you are still having difficulties, please let us know by typing your problem in the question box on the left hand side, and a Genesys representative will assist you
2 Employee Benefit Plan Audit Quality Center Audits of Employee StockOwnership PlansLive ForumApril 20, 2010
3 CPE Credit For Participating Must have registered for CPE credit prior to this live forumCPE Credit Approval Form posted on webinar instruction siteListen for announcement of 4 CPE codes (7 digits: ALL_ _ _ _ ) and 4 polling questions during the live forumRecord CPE Codes on CPE Credit Approval Form (no need to record polling questions)Return completed form (by fax or mail) to AICPA Service Center for record of attendanceKeep a copy of completed CPE Credit Approval Form for your records
4 PresentersBecky Miller, CPA McGladrey & Pullen, LLP Hal Hunt, CPA Mayer Hoffman McCann P.C .David Bogus, ASA Ellin and Tucker, Chartered Mark Swanson, Esq. Crowe Horwath LLP
5 Audit and Accounting Issues Introduction to ESOPsCommon prohibited transactionsLeveraged ESOPsTax considerationsStock valuation issuesFinancial statement presentation
6 Mark Swanson Senior Manager Crowe Horwath LLP Introduction to ESOPsMark Swanson Senior Manager Crowe Horwath LLP
7 Introduction What is an ESOP? Employee benefit plan that must satisfy all requirements of a qualified plan (IRC and DOL)Designed to invest primarily in employer securitiesMay borrow money to purchase employer securities
8 Introduction ESOPs Provide an employee benefit Technique of corporate financeBusiness perpetuationProvide market for privately held / thinly traded stockProvide liquidity for estates of business ownersBusiness acquisition technique
9 Introduction Benefits to Employee-Participants Employees not currently taxed on contributions when contributed and allocatedTaxation of earnings and contributions deferred until distributed.
10 Introduction Benefits to Plan Sponsor Contributions are deductible Potential deductions for dividends paid to ESOPPossible elimination of federal income tax at corporate and shareholder levelProvide employees with incentives to enhance productivity and profitability.
11 Introduction Benefits to Selling Shareholder(s) Provide market for sharesProvide potential to realize higher value for sharesCan control timing of transaction: Sell all at once or over timeSelling shareholder may be able to retain effective controlAbility to defer gain on sale under Sec
12 Introduction Items to Note Different provisions can apply to C Corp ESOPs and S Corp ESOPsFor purposes of S Corp 100 shareholder rule, the ESOP trust is treated as one shareholder.
13 Introduction Conclusion to Introduction: ESOPs are a great tool when used in appropriate situationsProvide a level of flexibility to meet needs to employee-participants, plan sponsor and selling shareholder.
15 Prohibited Transaction Implications for ESOPs Remember, AG Chapter 11 on party-in-interest transactions illustrates GAASPotential ESOP issuesPurchase of stockSale of plan’s stockLoan to acquire stockFailure to follow plan or loan termsFailure to follow prohibited transaction exemption conditions on loanRefinancingPlan TerminationApplication of dividends to debt serviceApplication of accumulated funds in ESOP to debt service
16 Commonly Encountered PTs Valuation not as of the transaction dateNo roll forward to the actual dateFailure to recognize that purchase of stock by sponsor out of the plan to fund distributions is subject to the transaction date valuation ruleCreative approach see PTEFailure to properly release sharesPrincipal only method when not eligiblePrincipal and interest method, incorrectly calculatedSome other disallowed method – e.g. fair market value method
17 Commonly Encountered PTs ESOP loan not adequately documentedESOP appraisal not sufficientSpecial S corporation limitations not satisfied - §4975(f)(6)(B)(ii) only works on a sale to a plan, not a purchase from the planApplication of allocated dividends to debt service fails the “return for value” standard – IRC §§ 404(k) and 4975(f)(7)This is the tax concept of “allocated” meaning dividends on shares released from collateral and allocated into participant accounts
18 Auditor’s Duties on Party-in-Interest Transactions Gain an understanding of the transactionGain an understanding of the applicable ERISA exemptionCompare the two for any inconsistenciesReconcile any inconsistenciesDocument such effort in the fileDocument the conclusions in the fileReport any PTs on the ERISA schedulesMaterial PTs will require discussion in the related party footnote
19 Forms of ESOP Stock Purchase Financing Direct loan – between lender and ESOPCommercial lendersSeller financingParticipant puts of shares back to ESOP for note from ESOPIndirect or 2-step loanLender to plan sponsor, sponsor to ESOPMirror terms are not requiredInternal loanSponsor to ESOP with no associated borrowing by sponsorBecky
21 Direct Loan - Seller Financing ESOP Structure ChartBecky
22 Share Release Formulas Standard – Principal and interest methodException – Principal only methodRelease shares equal to the percentage of principal paidP and I for current year__________________________P and I for current year plus P and I due for all future yearsNumber of shares releasedNumber of shares held in suspense account before release for current yearX=
23 Other Potential Non-Exempt Transaction Issues Purchase of stock from plan to fund distributionsDividends applied to debt servicePrepayments of debt serviceUse of accumulated funds for debt serviceRefinancing ESOP debtTerminating an ESOP
24 Purchase of Shares Most plans distribute cash, not stock Distributions typically take place after annual administration is completed – 3 to 9 months after year-endPurchases from plan by a PII must be for not less than FMV on the date of the transaction.
25 Dividends for Debt Service Only dividends on shares acquired with debtDividends on allocated shares may only be used where the FMV of the stock returned in exchange for the use of such dividends is not less than the dollar value of the dividends so appliedCan use shares released from dividends paid on unallocated shares to make up any difference.
27 Use of Accumulated Funds for Debt Service Debt service limited to:CollateralEmployer contributions for Debt Service and earnings thereonDividends on shares acquired with the debt and earnings thereon
28 Refinancing of ESOP Debt Exclusive Benefit requirementField Assistance Bulletin
29 ESOP Terminations Sale of stock Cancellation of debt Holdbacks on purchase priceCan’t take a receivable from the new plan sponsorTypically holdback is deposited in cash in an escrow account
31 Tax Considerations Topics: Deduction Limits Section 415 C CorpS CorpSection 415S Corp ESOPs: Section 409(p)Diversification: Section 401(a)(28)
32 Tax Considerations Deduction Limits Note differences for C and S CorporationsC CorpContributions used to pay principal can be as high as 25% of participant compensationNo limit on deduction for loan interestSeparate deduction limit for ESOP contributions to pay principal and deduction for contribution to other qualified plans
33 Tax Considerations Deduction Limits (continued) Dividends paid on stock held in ESOP deductible if:Reasonable: What’s reasonable? General rule is amount of dividend Sponsor can reasonably expect to pay on a recurring basisPaid in cash directly to or through ESOP to participantsReinvested in employer securities (if participants have been given election to receive dividend in cash); orUsed to repay ESOP loan on shares (allocated and unallocated) aquired with the loan being repaid. Dividends on allocated shares subject to ‘fair market value’ test.
34 Tax Considerations Deduction Limits (continued) Fair Market Value Test: If dividends on shares allocated to participant accounts are used to make loan repayments, shares with a fair market value at least equal to the dividends must be allocated to participant accounts.Example: Fair Market Value = $16 / share$200,000 loan repayment. $100,000 is a dividend. 10,000 shares released from suspense account of which 5,000 are attributable to dividends.Fair market value of shares released with dividends = $80,000Allocation would be based on 6,250 shares allocated on basis of dividends and remaining 3,750 shares allocated based on employer contribution. Check plan document to determine how shares are allocated based on dividends and employer contribution.
35 Tax Considerations Deduction Limits (continued) S Corp Contributions used to pay principal and interest limited to 25% of participant compensationNo separate deduction limit for ESOP contributions and contributions to other plansWhile not a deduction issue per se, S Corp distributions may be used to repay the ESOP loan. Distributions on shares allocated to participant accounts that are used for loan repayments are subject to the fair market value test.
36 Tax Considerations Deduction Limits (conclusion) Both C and S Corp Contributions exceeding 415 limits are not deductibleNondeductible contributions subject to 10% excise tax under IRC Sec
37 Tax Considerations Section 415 Limits annual additions to participant accounts in all plans sponsored by the employer to the lesser of 1) 100% of the participant’s compensation or 2) 49,000 (2010).Includes 401(k) deferrals (but not catch up contributions).If plan permits, shares released from suspense account can be valued at lesser of fair market value or contribution.Special Rule for C Corps: If no more than 1/3 of the employer contribution applied to principal and interest is allocated to highly compensated employees, the contribution attributable to loan interest and reallocation of forfeitures of leveraged shares aren’t treated as annual additions.
38 Tax Considerations S Corp ESOPs: Section 409(p) Anti-Abuse Rules. Simple result of a complex test: Disqualified Persons (DP’s) cannot own more than 50% of the S-Corp ESOP shares, non-ESOP shares and Synthetic Equity.Consequences of a violation have been termed “draconian.”Corporation pays 50% excise tax on prohibited allocations and 50% excise tax on fair market value of synthetic equity held by a DPProhibited allocations treated as distributions to individual and subject to taxes and penalties.Prohibited allocations include:Stock and stock related allocations made to DPs during year of failureStock and stock related balances in DP accounts at the beginning of the year
39 Tax Considerations Section 409(p) (continued) Defining the Key Terms: DP and Deemed-Owned SharesDisqualified Person (DP)Individual who owns 10% of all Deemed-Owned sharesMember of family owning 20% of all Deemed-Owned sharesDeemed-Owned shares include:ESOP shares: actual and pro-rata share of suspense sharesSynthetic Equity:Determined by reference to sharesDetermined by reference to deferred compensationDetermined by reference to rights to acquire interests in certain related entitiesDeemed -Owned shares do not include stock directly owned by the individual or family
40 Tax Considerations Section 409(p) (continued) Defining the Key Terms: Synthetic EquitySynthetic Equity that is determined by reference to sharesWarrantsOptionsRestricted StockDeferred issuance stock rightPayments based on share value or appreciation such as phantom stock and SARs.Person entitled to the Synthetic Equity is treated as owning the corresponding number of shares of stockSynthetic Equity that is determined by deferred compensationIncludes right to receive property in a future year or transfer of property still subject to vesting at the end of the plan year of transferRemuneration under and arrangement deferring compensation to a date more than 2 ½ months following the entity’s taxable year.Converted into shares by taking present value of deferred compensation / FMV of stock
41 Tax Considerations Section 409(p) (continued) Defining the Key Terms: Synthetic EquitySynthetic Equity that is determined by reference to rights to acquire interests in certain related entitiesIncludes right to acquire stock or similar interest in a related entity where:The related entity is the only significant assets of the S Corp; andThe S Corp is the only significant owner of that related entity
42 Tax Considerations Section 409(p) (continued) Defining the Key Terms: Synthetic EquityPro-rata rule: If ESOP owns less than 100% of the S-Corp, shares of synthetic equity = percentage owned by ESOPSynthetic Equity Example :ESOP owns 35% of S-Corp shares with a FMV of $100.CEO has option to purchase 100 sharesCEO entitled to $100,000 in 10 years under nonqualified deferred compensation plan. The present value is $60,000 using 5% discount rate. Value of synthetic equity is 600 shares ($60,000 / $100).CEO is considered owning 245 shares as synthetic equity (( )*35%).
43 Tax Considerations Section 409(p) (continued) Defining the Key Terms: Synthetic EquityCAUTION : When share price drops, Synthetic Equity based on deferred compensation can ‘sneak up’ and possibly cause nonallocation year.Example:ESOP owns 35% of S-Corp shares. FMV dropped from $100 to $50.CEO has option to purchase 100 sharesCEO entitled to $100,000 in 10 years under nonqualified deferred compensation plan. The present value is $60,000 using 5% discount rate. Value of synthetic equity is 1,200 shares ($60,000 / $50).CEO is considered owning 455 shares as synthetic equity ((100+1,200)*35%).
44 Tax Considerations Section 409(p) (continued) Defining the Key Terms: Family Member** Plus spouse of this person
45 Section 409(p) Example 40% ESOP Total DP% 42.88% (119,000 / 277,500) ESOP SharesDP %DP ?Synthetic EquitySynthetic Equity (Pro-rata)DP % w/ Synthetic EquityDP with Synthetic Equity?Total ESOP & Deemed Owned Shares for DPA18,00018.00%YesB12,50012.50%C10,00010.00%D7,5007.5%No52,50021,00023.55%28,500Others52,000-52.00%E0.00%125,00050,00033.33%Total DP48,00071,000119,000Total100,000177,000277,500Total DP% % (119,000 / 277,500)
46 Tax Considerations Section 409(p) (conclusion) Correction/Preventive MeasuresPlan document includes procedure for transferring stock to a non-ESOP account within an ESOP to prevent a violation.Shares transferred results in UBTI but can be paid by redeeming shares out of the non-ESOP account.Exchange, reallocate or recharacterize assets if there is reasonable possibility nonallocation year will occur without taking action. This usually involves exchanging shares in DPs accounts for assets other than company stock held in non DP accounts.Eliminate or change the Synthetic Equity
47 Tax Considerations Diversification (IRC Sec. 401(a)(28)) Allows participants to reduce risk of having too much allocated to employer stockA Qualified Participant must be permitted, during the Qualified Election Period, to diversify a certain percentage of their employer stock.Applies only to shares acquired after 1986 if plan so provides.
48 Tax Considerations Diversification (continued) Qualified Participant Age 55 and 10 years of participation in the ESOP.Definition of “Years of Participation” can be elusive. Does it include years after termination of employment or just years which eligible for contribution? Absent specific definition in plan, most conservative approach is to count service while an inactive participant.Recent request for technical assistance issued by the IRS National office to the “ESOP Cadre” indicates that unless the plan contains an acceptable definition, a year of participation includes all years (or parts thereof) in which the participant had an account balance.
49 Tax Considerations Diversification (continued) Qualified Election Period6 YearsStarts with plan year after becoming a qualified participantElection made in 90 day period following end of plan year and can be revoked or modified during the 90 day period.Participant’s election must then be implemented within 90 days after the close of the election period.Example:Calendar year plan. Participant becomes qualified participant in Initial election period is January 1 – March 31, Participant’s election implemented April 1 – June 30, 2010.
50 Tax Considerations Diversification (continued) Shares eligible to diversifyFirst 5 election periods: 25% of the shares ever allocated to the participant’s account less previously diversified shares.6th election period: 25% is increased to 50%.No diversification required if amount subject to diversification is less than $500. Note: This really means that the shares ever allocated and subject to diversification are less that $500.
51 Tax Considerations Diversification (continued) Implementing election Transfer within ESOP:Must contain 3 investment options “not inconsistent with regulations prescribed by the Secretary.” Interpreted to mean 3 diverse investment options within the meaning of 404(c).Not ‘recommended’ option due to participant directed investment requirements and fiduciary liability regarding monitoring investment options.Transfer to another plan sponsored by Employer3 investment options requiredBest to track as separate sourceUsually viable alternative when Sponsor has 401(k) plan.Permit distribution to participantCan be rolled to IRASubject to 10% penalty if participant not 59 ½.
52 Tax Considerations Diversification (continued) Practical ConsiderationsElection period: 90 days following end of plan year. Election applies to shares allocated as of end of plan year preceding election period. Balances may not be available.Implementation period: 90 days following end of election period. Share value may not be known.Shares eligible for diversification: 25% (50%) of shares ever allocated less shares previously …. Shares ever allocated would include shares previously distributed, reallocated to other accounts or otherwise transferred.Less shares previously …. Notice states “***; less the number of shares previously distributed, transferred, or diversified pursuant to a diversification election. Does this mean shares previously distributed or transferred for any reason or just shares that were distributed or transferred pursuant to a diversification election? Conservative approach would be to reduce shares that were previously diversified.
53 David Bogus, ASA Principal Ellin and Tucker, Chartered ValuationDavid Bogus, ASA Principal Ellin and Tucker, Chartered
54 Standard of Value for Valuation Purposes The ESOP may not pay more than “adequate consideration” for employer company stock.ERISA defines adequate consideration as the “fair market value” of the asset (company stock) as determined in good faith by the trustee.DOL proposed regulations define fair market value as “the price at which an asset would change hands between a willing buyer and a willing seller when the former is not under any compulsion to buy and the latter is not under any compulsion to sell, and both parties are able, as well as willing, to trade and are informed about the asset and the market for such asset.”The IRS sets forth a similar definition for fair market value as “the price at which property would change hands between a willing buyer and a willing seller when neither is acting under compulsion and when both have reasonable knowledge of relevant facts.”
55 Standard of Value for GAAP Purposes ASC 820 (formerly SFAS 157) establishes “fair value” as the standard of value.Provides a single authoritative definition of fair value for financial reporting.Establishes a framework for making fair value measurements.Fair value is defined as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.”Market participants are independent of the reporting entity, knowledgeable, able to transact and willing to transact.
56 Entry Price Versus Exit Price ASC 820 describes fair value from the perspective of an exit (sale) price rather than an entry (purchase) price.Exit price is to be considered from the perspective of market participants in the principal (or most advantageous) market for the asset or liability.The principal market trumps the most advantageous market.
57 Highest and Best Use of an Asset A fair value measurement also assumes the highest and best use of an asset from the perspective of market participants, regardless of intended use.It also requires considering that the use of the asset is: (i) physically possible; (ii) legally permissible; and (iii) financially feasible.Highest and best use is based on the use of the asset and generally results in maximizing the value. As such, the valuation premise may be either “In-Use” or “In-Exchange.”
58 Fair Value HierarchyASC 820 specifies a hierarchy approach to determining fair value based on Level I, Level II or Level III inputs.Level 1 – Inputs are observable market inputs that reflect quoted prices for identical assets or liabilities.Level 2 – Inputs are observable market inputs other than quoted prices for identical assets or liabilities (i.e. quoted prices for similar assets, quoted prices for identical assets in markets that are not active).Level 3 – Inputs are unobservable market inputs.
60 Cost ApproachA general way of determining a value indication of a business, business ownership interest, or security by using one or more methods based on the value of the assets of that business net of liabilities.Based on the economic principle of substitution.Least commonly applied approach for valuing ESOP shares.
61 Income ApproachA general way of determining a value indication of a business, business ownership interest, security, or intangible asset using one or more methods that convert anticipated benefits into a present single amount.Based on the economic principle of anticipation (expectation).Direct capitalization method – the capitalization (i.e. the division by an appropriate rate of return) of a constant or a constantly changing stream of economic income.Yield capitalization – the present value of a non-constant stream of projected economic income.
62 Market ApproachA general way of determining a value indication of a business, business ownership interest, security, or intangible asset by using one or more methods that compare the subject to similar businesses, business ownership interests, securities, or intangible assets that have been sold.Based upon the related economic principals of competition and equilibrium. That is, in a free and unrestricted market, supply and demand factors will drive the price to a point of equilibrium.
63 SAS No. 73 – Using the Work of a Specialist SAS No. 73 provides guidance to the auditor who uses the work of a specialist in performing an audit in accordance with GAAP.The auditor should consider various factors when evaluating the professional qualifications of the specialist.The auditor should obtain an understanding of the nature of the work performed or to be performed by the specialist.What if the auditor believes the findings of the valuation specialist are unreasonable?What if the valuation specialist currently engaged by the ESOP was engaged by either the company and/or the selling shareholder to perform similar (valuation) services prior to the formation of the ESOP?
64 SAS No. 101 – Auditing Fair Value Measurements and Disclosures The auditor should obtain an understanding of the entity’s process for determining fair value measurements and disclosures.The auditor should evaluate whether the fair value measurements and disclosures are in conformity with GAAP.What if auditor requests a copy of the valuation report? Should it be provided? Who should provide it?See “White Paper on Recommended Procedure for ESOP Companies in Response to Auditors Request for ESOP Valuation Report.” Prepared by a Task Force of The ESOP Association’s Interdisciplinary Advisory Committee on Fiduciary Issues for members of The ESOP Association.
65 ERISA RequirementsIRC 401(a) requires annual valuation of ESOP shares.Form 5500 questions include: (i) whether any non-cash contributions (i.e. closely-held stock) were made to the plan, the value of which was set without an appraisal by an independent third party; and (ii) whether the plan holds any non-publicly traded securities that were not appraised by an independent third-party.A problem may exist if “YES” is the answer to any of the above.
66 Guidance for Determining Value Revenue Ruling provides methods for valuing shares of stock of closely-held corporations for estate and gift tax purposes. However, the factors may be used to determine values of assets in qualified plans.Examination steps of determined value.When appropriate, stock values should be discounted due to a lack of marketability and, if appropriate, a control premium should be added to the stock value.
67 Typical Valuation Questions Determination of multiples from guideline public company methodReliance/use of management forecastsApplication of premiums and/or discountsTerminal value calculation in discounted cash flow analysis
68 Timing of ValuationDOL regulations require that fair market value be determined as of the date of the ESOP transaction.Typical annual valuations for ESOP administration purposes are typically done the last day of the plan year.What if the ESOP purchases, or sells, shares of company stock during the following year?
69 ESOP Plan Accounting and Financial Reporting Hal J. Hunt, CPAPartnerMayer Hoffman McCann P.C.69
70 ESOP Plan Accounting and Financial Reporting Topics for Discussion GAAP for ESOP PlansLeveraged ESOP Plan Financial Statement PresentationsReconciliation to Participant AccountsESOP Plan FootnotesOther ESOP Accounting and Financial Reporting MattersResources
71 GAAP For ESOP PlansA&A Guide Chapter 3 GAAP for defined contribution plans (FASB ASC 962, Plan Accounting–Defined Contribution Pension Plans)Topic 962 prescribes the general form and content of financial statements of these plansA&A Guide Appendix E.Ill, Illustrations of Financial Statements: Employee Stock Ownership Plans (See Exhibits E-7, E-8 and E-9)
72 GAAP For ESOP PlansOther GAAP may also apply to defined contribution plans (ESOPs) as described on the following slides
73 GAAP for ESOP PlansFASB ASC 820, Fair Value Measurements and DisclosuresFASB ASC 825, Financial Instruments (as it relates to ESOP debt obligations) may require additional disclosures about financial instruments such as fair value, concentrations of credit risk and market risk
74 GAAP for ESOP PlansHowever, Topic 825 applies to all entities but is optional (FASB ASC ) for an entity that meets all of the following criteria:the entity is a nonpublic entity andthe entity's total assets are less than $100 million on the date of the financial statements andthe entity has no instrument that, in whole or in part, is accounted for as a derivative instrument under Topic 815
75 Leveraged ESOP Plan Financial Statement Presentation A&A Guide Appendix E.III, Illustrations of Financial Statements: Employee Stock Ownership Plan, Exhibit E-7Unallocated - Shares and other assets available as collateral on loanAllocated - Shares and other assets released from collateral
76 Leveraged ESOP Plan Financial Statement Presentation A&A Guide Appendix E.III, Illustrations of Financial Statements: Employee Stock Ownership Plan, Exhibit E-7 footnote 1:The columns reflected in the example are appropriate for the presentation of a leveraged ESOP. For a nonleveraged ESOP, the presentation would reflect only the total column without the segregation between allocate and unallocated.Allocated and unallocated designations distinguish between assets that belong to plan participants and those that are still available as collateral for the ESOP loan. Under the Employee Retirement Income Security Act of 1974 (ERISA), the lender has access to the securities held by the plan, that represent unallocated employer contributions to service the debt, and any earnings on those amounts. Earnings on temporary cash investments also are available to the lender.An accrued employer contribution for current or future debt service is, therefore, reflected on the Statement of Net Assets Available for Benefits and the Statement of Changes in Net Assets Available for Benefits in the Unallocated column. In contrast, an employer contribution accrued to fund distributions to terminated participants is reflected in the Allocated column.This distinction is not reflected in the participant account balances when reporting to the participant under ERISA. Contributions accrued for future debt service are allocated to the accounts of plan participants.
77 Reconciliation to Participant Accounts Non-leveraged ESOPs--net assets available to pay plan benefits should reconcile to the sum of the participant accountsLeveraged ESOPs--a reconciliation from participant accounts to allocated column on ESOP financial statements may be necessary and common reconciling items include:Share releaseAccrued contribution for debt serviceAccrued dividends for debt serviceInterest expense
78 Reconciliation to Participant Accounts Shares “Released” versus Shares “Allocated”:Shares are released when the contribution is made and applied to debt service.Shares may be allocated at this same time or earlier, upon accrual of contributionContribution for current year debt service is allocated to participants in the plan’s recordsContribution revenue remains in “unallocated” column as it is available to make payments on the loanDividends on unallocated shares can be used for debt serviceDividends on allocated shares also can be used for debt service, but remain in the allocated column
79 Reconciliation to Participant Accounts (Exhibit E-8 of the Guide)
80 ESOP Plan FootnotesPlan Description and/or Summary of Significant Accounting Policies Footnote to include:Voting rightsParticipant accounts—allocated and unallocatedRelease of shares--principal and interest versus principal onlyPut Option--Put to sponsor is not a plan transactionDiversificationValuation of company stockTax Status
81 ESOP Plan Footnotes Investment in Company Stock Footnote to include: Number of shares—allocated and unallocatedCost of shares—allocated and unallocatedEstimated Fair Value—allocated and unallocated
82 ESOP Plan FootnotesFair Value Measurements (Topic 820) Footnote to include:Valuation methodologiesIdentification of plan assets and related Fair Value Hierarchy LevelsReconciliation of Fair Value Level III assets for the period(s)
83 ESOP Plan FootnotesA&A Guide Exhibit E-9, Note F entitled Fair Value Measurements: The fair value of the XYZ company common stock held by the plan is valued at estimated fair value based upon an independent appraisal. This appraisal was based upon a combination of the market and income valuation techniques consistent with prior years. The appraiser took into account historical and projected cash flow and net income, return on assets, return on equity, market comparables and estimated fair value of company assets and liabilities. The preceding methods described may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although the plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
84 ESOP Plan FootnotesA&A Guide Exhibit E-9, Note G entitled Loan Payable: In 20XX, the plan entered into an $80 million term loan agreement with a bank. The proceeds of the loan were used to purchase company's common stock. Unallocated shares are collateral for the loan. The agreement provides for the loan to be repaid over ten years. The estimated fair market value of the note payable as of December 31, 20X2 and 20X1 was approximately $77 million and $82 million, respectively, determined by using interest rates currently available for issuance of debt with similar terms, maturity dates and nonperformance risk. The scheduled amortization of the loan for the next five years and thereafter is as follows: 20X3—$6.5 million; 20X4—$7 million; 20X5—$7.5 million; 20X6—$8 million; 20X7—$8.5 million; and thereafter—$36.5 million. The loan bears interest at the prime rate of the lender. For 20X2 and 20X1 the loan interest rate averaged 7.34 percent and 5.12 percent, respectively.
85 ESOP Plan FootnotesA&A Guide Exhibit E-9, Note H entitled Employer Contributions:The company is obligated to make contributions in cash to the plan which, when aggregated with the plan's dividends and interest earnings, equal the amount necessary to enable the plan to make its regularly scheduled payments of principal and interest due on its term loan.
86 ESOP Plan FootnotesA receivable from the employer must meet requirements of FASB ASC :Employer’s contribution receivables are amounts due as of the report date. Amounts due include those pursuant to formal commitments and legal obligations. Evidence of a formal commitment may include (a) a resolution by the employer’s governing body approving a specific contribution, (b) a consistent pattern of making payments after the plan’s year-end pursuant to an established funding policy that attributes such subsequent payments to the preceding plan year, (c) a deduction of a contribution for federal tax purposes for periods ending on or before the reporting date, or (d) the employer’s recognition as of the report date of a contribution payable to the plan.
87 Other ESOP Accounting and Financial Reporting Matters Other Regulatory Issues:SEC/PCAOB related to S-8 Registration of ESOP shares and Form 11-K FilingsAn ESOP is required to register, and be regulated, as a bank holding company before acquiring control of 25 percent or more of any class of voting securities of a bank or bank holding company
88 ESOP Accounting and Financial Reporting Resources 2010 AICPA Audit & Accounting Guide, Employee Benefit Plans – to be available in May 20102010 Audit Risk Alert for Employee Benefit Plans – to be available in May 2010EBPAQC Authoritative Accounting and Reporting Standards For Employee Benefit Plans: FASB Accounting Standards Codification™
89 Question & Answer Session Submit questions in the box on the left-hand side of the screen
90 Upcoming EventsAICPA Annual Webcast on Employee Benefit Plans Strategic Briefing, April 28, 2010, 2:00 – 4:00 pm ETAICPA National Conference on Employee Benefit Plans, Las Vegas, NV, May 11 – 13, 2010AICPA Employee Benefit Plan Audit Workshop for Defined Benefit and Defined Contribution Plans, March 29 – 30, 2010, Chicago, Illinois; July 26 – 27, 2010, New York, New YorkAICPA Annual Employee Benefit Plans Accounting, Auditing and Regulatory Update Conference, Washington, DC, December 13 – 14, 2010
91 Employee Benefit Plan Audit Quality Center Thanks for Participating!