Let's now consider whether the U.S. needs two sets of GAAP for public and private companies. If so, we face many questions as to who should establish those standards and what they should look like.
I'm convinced that the most vocal arguments in favor of private company GAAP are primarily gut-level and emotional. However, it is also true that this issue has been debated and that steps have been taken to consider how to implement the basic idea.
As you know, NASBA has been involved with this effort, and former NASBA chairman Billy Atkinson has been appointed chair of the PCC. Another former chair, Diane Rubin, was also appointed after being nominated by your association. I hope that Billy, Diane and NASBA can lead the council to bring long-needed reforms to GAAP.
I encourage you to make the most of your involvement, because it opens up an avenue to do more good than you may have imagined. The risk is that not enough would be done to attack the real problems created by grossly deficient accounting standards.
A NEW PARADIGM
As I understand it, the council's first effort will aim to identify as many places as possible in GAAP that could be changed to be more useful in the private company setting. In my opinion, there is no better place to start. I urge the council to approach this effort from a perspective different from what you may now hold.
Philosophers use the word "paradigm" to describe an accepted worldview. Profound changes usually follow when we go through a "paradigm shift." For an example, just think how life has changed as a result of the iPhone and other means for mobile connectivity.
Specifically, I call on the PCC to stun the accounting world by adopting a users-first paradigm that would lead to assessing the usefulness of today's GAAP for meeting the needs of those who use private company statements, not those who prepare or audit them.
By analogy, it's well established that good things happen when managers focus on their customers' needs, instead of their own concerns. This shift to the consumer's point of view is at the heart of the Total Quality Management revolution that drastically changed the business world some 25 years ago. It can also be at the heart of a new dawn of relevant and useful financial statements.
THE USERS' NEEDS
So, what would that mean for private company reporting?
For one, this area is ripe for a user-oriented paradigm because there is much less distance, and a longstanding personal relationship, between private company statement issuers and users. As a result, effective financial reporting is more than likely to occur in a setting in which trust has already been established. This trust should not be jeopardized by reports that fail to tell the truth, the whole truth, and nothing but the truth.
To build on that point, I suggest that private company financial reports have usefulness in three primary settings.
First, these statements should help actual and potential lenders assess a company's creditworthiness. To do that, users must be provided with clear descriptions of an entity's cash flow. The reports must also reliably describe assets that have been or might be pledged as collateral, and they must usefully describe all existing obligations so the users can fully understand the present debt risk. Therefore, reports should use the direct method to describe operating cash flow and mark all assets and liabilities to market. All off-balance-sheet financing must be eliminated.
Second, private company statements should help owners and potential buyers assess the firm's value so they can conduct informed negotiations for its sale or acquisition. Again, direct-method cash flow information is important. Off-balance-sheet financing must be eliminated, and market-based information about the assets and liabilities is absolutely essential.
Finally, these financial statements will surely prove useful for managers.
Of course, but unfortunately, traditional GAAP statements do not serve these functions. Thus, any effort to merely tweak existing standards won't be good enough. For certain, any efforts to curtail the amount of reported information would be going in exactly the wrong direction.
To put it another way, those who advocated for private company GAAP are looking to reduce preparation costs. To be very clear, the search must be for the most useful statements, not the least expensive statements.
WHAT NEEDS CHANGING?
Here is the main implication for the council and the Financial Accounting Standards Board - and all accountants, for that matter. I am convinced that an objective and thorough evaluation of today's GAAP will reveal that virtually all standards need substantive reform. Superficial modifications will not be good enough. Instead, financial statements must be completely useful.
(I actually drafted the preceding paragraph several weeks ago and was especially pleased to read Billy's comments at the American Institute of CPAs' Council meeting held in October, in which he declared with these words his intent to evaluate all of GAAP: "If we do have fixes, we should first evaluate the fixes from the standpoint of all users, not just private company users.")
If the council does proceed along these lines, they need to ask new questions, such as, "Why are we still doing today what came into common practice before computers existed or when Queen Victoria had just ascended to her throne? Why do managers want to reduce the cost to prepare their statements if cutting those corners will increase their capital costs and diminish their company's perceived value?" My favorite is, "Why are impaired market values below book value considered to be reliable, but those above book value are not?"
These bold questions should lead to bold answers.
AREAS FOR IMPROVEMENT
To hammer home this point, I'm going to list a few places where accounting practices could be improved: the cash balance, cash flow statements, accounts receivable and credit sales, inventory and cost of goods sold, investments in equity and debt securities, property and duh-preciation, intangible assets, financial instruments, consolidated financial statements, off-balance-sheet financing, income tax expense and deferred taxes, accounts payable, long-term debt, convertible debt, defined-benefit pensions, stock-based compensation, shareholders' equity, preferred stock, balance sheet classifications, income measurement and presentation, comprehensive income, and quarterly reporting. Once these are exhausted, I am sure we can find others to fix, like earnings per share.
In other words, GAAP is seriously broken because it has never been developed to address users' needs. Because it is seriously inadequate, it needs to be seriously reformed.
The council has been empowered to kickstart that reform by identifying ways to make private companies' financial statements useful. And, then, as Billy confirmed, it's a natural extension to question public company GAAP as well.
Indeed, I hope that FASB and the PCC can collaborate to produce a new GAAP that can be applied by all companies, private and public.
AN UNEXPECTED TURN
Putting users first differs from the agenda pushed by those who want an oversimplified GAAP that would be cheap to comply with but fail to provide useful information. If the guiding objective is to help capital markets become more efficient, then users should have a leading role in the standard-setting process for identifying and resolving the issues. Alas, they have been virtually neglected so far.
How do we know that supporters of a separate GAAP weren't putting users first? Evidence is provided by three things.
First is the composition of the Blue Ribbon Panel. More than 70 percent of the panel's 18 members were CPAs, chief financial officers, and other managers. There were only two users, along with two seats for a professor and a regulator. This mix does not reflect a paradigm that puts users' needs first.
Second is the backgrounds of the respondents to requests for comments. Bruce Pounder reported in CFO Magazine that 103 responses to the panel's request came from CPA practitioners and state societies, while only four came from users and business owners. The responses to a later request were terribly skewed toward CPAs because thousands of them clicked on a link that authorized the AICPA to send a prefabricated letter to the Financial Accounting Foundation. (While this gambit was legal, Bahnson and I described it as ineffective and illegitimate.)
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