Common use of Recent Accounting Pronouncements Clause in Contracts

Recent Accounting Pronouncements. In December 2019, the FASB issued 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, to simplify the accounting for income taxes based on changes suggested by stakeholders as part of the FASB’s simplification initiative. This guidance is effective for interim and annual periods beginning after December 15, 2020, with early adoption permitted. We expect to adopt this guidance on January 1, 2021, and we are currently evaluating the effect that our adoption of this guidance will have on our financial position, results of operations and cash flows. In April 2019, the FASB issued 2019-04, Codification Improvements to Topic 326, Financial Instruments — Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments, which clarifies certain aspects of accounting for credit losses, hedging activities and financial instruments. We will adopt this guidance effective January 1, 2020, and do not anticipate that the adoption will have a material impact on our financial position, results of operations or cash flows. In October 2018, the FASB issued ASU 2018-17, Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities, in response to stakeholder observations that improvements could be made by requiring reporting entities to consider indirect interests held through related parties under common control on a proportional basis rather than as the equivalent of a direct interest in its entirety as currently required in GAAP. This guidance is effective for interim and annual periods beginning after December 15, 2019, with early adoption permitted. We will adopt this guidance effective January 1, 2020, and do not anticipate that the adoption will have a material impact on our financial position, results of operations or cash flows. In October 2018, the FASB issued ASU 2018-16, Derivatives and Hedging (Topic 815): Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes, to include the OIS rate based on SOFR as an eligible benchmark interest rate during the early stages of the marketplace transition to facilitate the LIBOR to SOFR transition and provide sufficient lead time for entities to prepare for changes to interest rate risk hedging strategies for both risk management and hedge accounting purposes. This guidance is effective for interim and annual periods beginning after December 15, 2018, and must be adopted concurrently with the amendments in ASU 2017-12 (see below). We adopted this guidance effective January 1, 2019, and our adoption did not have a material impact on our financial position, results of operations or cash flows. In August 2018, the FASB issued ASU 2018-15, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (a consensus of the FASB Emerging Issues Task Force), to address the accounting for implementation costs of a hosting arrangement that is a service contract and to align the accounting for implementation costs for hosting arrangements, regardless of whether they convey a license to the hosted software. This guidance is effective for interim and annual periods beginning after December 15, 2019, with early adoption permitted. We will adopt this guidance effective January 1, 2020, and do not anticipate that the adoption will have a material impact on our financial position, results of operations or cash flows. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement, modifying the disclosure requirements on fair value measurements in Topic 820. This guidance is effective for interim and annual periods beginning after December 15, 2019, with early adoption permitted. We will adopt this guidance effective January 1, 2020, and will apply the new guidance to any applicable disclosures. In July 2018, the FASB issued ASU 2018-09, Codification Improvements, which makes updates for clarifications, technical corrections and other minor improvements to a wide variety of Topics to make the ASC easier to understand and to apply. The transition and effective date is based on the facts and circumstances of each amendment with some amendments effective upon issuance. The remaining amendments are effective for annual periods beginning after December 15, 2018. We adopted this guidance effective January 1, 2019, and our adoption did not have a material impact on our financial position, results of operations or cash flows. In June 2018, the FASB issued ASU 2018-07, Compensation — Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, which expands the scope of Topic 718 to include share-based payment awards to nonemployees and eliminates the classification differences for employee and nonemployee share-based payment awards. This guidance is effective for interim and annual periods beginning after December 15, 2018, with early adoption permitted. We adopted this guidance effective January 1, 2019, and our adoption did not have a material impact on our financial position, results of operations or cash flows. In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities, to better align an entity’s risk management activities and financial reporting for hedging relationships through changes to both the designation and measurement guidance for qualifying hedging relationships and the presentation of hedge results. Under the new guidance,

Appears in 2 contracts

Samples: Share Purchase Agreement, Share Purchase Agreement

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Recent Accounting Pronouncements. In March 2016, the Financial Accounting Standards Board (“FASB”) issued an accounting standard update on the accounting of stock-based compensation. The guidance requires the recognition of the income tax effects of awards in the income statement when the awards vest or are settled, thus eliminating additional paid in capital pools. The guidance also allows for the employer to repurchase more of an employee’s shares for tax withholding purposes without triggering liability accounting. In addition, the guidance allows for a policy election to account for forfeitures as they occur rather than on an estimated basis. The new guidance is effective for annual reporting periods beginning after December 201915, 2016. Early adoption is permitted. GetGo is currently evaluating the potential impact of this standard on its financial position and results of operations. In February 2016, the FASB issued 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes, to simplify an accounting standards update on the accounting for income taxes leases. The new guidance requires that lessees in a leasing arrangement recognize a right-of-use asset and a lease liability for most leases (other than leases that meet the definition of a short-term lease). The liability will be equal to the present value of lease payments. The asset will be based on changes suggested by stakeholders the liability, subject to adjustment, such as part of the FASB’s simplification initiativefor initial direct costs. This The new guidance is effective for interim annual reporting periods beginning after December 15, 2018. Early adoption is permitted. The new standard must be adopted using a modified retrospective transition, and provides for certain practical expedients. Transition will require application of the new guidance at the beginning of the earliest comparative period presented. GetGo is currently evaluating the potential impact of this standard on its financial position and results of operations. In November 2015, the FASB issued an accounting standards update on income taxes. The new authoritative guidance requires deferred tax liabilities and assets, along with any related valuation allowance, to be classified as noncurrent on the Combined Balance Sheet. This standard is required to be adopted for annual periods beginning after December 15, 20202016, including interim periods within that annual period, with early adoption permitted. We The amendment may be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented. XxxXx elected to prospectively adopt the accounting standard in the beginning of the fourth quarter of 2015. Prior periods in GetGo’s combined financial statements were not retrospectively adjusted. In September 2015, the FASB issued an accounting standards update on business combinations. The new guidance requires that an acquirer in a business combination recognize adjustments to provisional amounts that Table of Contents are identified during the measurement period in the reporting period in which the adjustment amounts are determined, including the cumulative effect of the change in provisional amount as if the accounting had been completed as of the acquisition date. The adjustments related to previous reporting periods since the acquisition date must be disclosed by income statement line item either on the face of the income statement or in the notes. The guidance becomes effective for fiscal years and interim reporting periods beginning on or after December 15, 2015, with early adoption permitted. GetGo does not expect to adopt this guidance on January 1, 2021, and we are currently evaluating the effect that our adoption of this guidance will standard to have a material impact on our GetGo’s combined financial position, results of operations and cash flows. In April 20192015, the FASB issued 2019-04, Codification Improvements to Topic 326, Financial Instruments — Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments, which clarifies certain aspects of an accounting standard update on customer’s accounting for credit lossesfees paid in a cloud computing arrangement. The amendments in this update provide guidance about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, hedging activities and financial instrumentsthe customer should account for the software license element of the arrangement consistent with other software licenses. We will adopt If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. GetGo adopted this guidance standard effective January 1, 2020, and do not anticipate that the adoption will have a material impact on our financial position, results of operations or cash flows. In October 2018, the FASB issued ASU 2018-17, Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities, in response to stakeholder observations that improvements could be made by requiring reporting entities to consider indirect interests held through related parties under common control 2016 on a proportional basis rather than as the equivalent prospective basis. Adoption of a direct interest in its entirety as currently required in GAAP. This guidance is effective for interim and annual periods beginning after December 15, 2019, with early adoption permitted. We will adopt this guidance effective January 1, 2020, and do not anticipate that the adoption will have a material impact on our financial position, results of operations or cash flows. In October 2018, the FASB issued ASU 2018-16, Derivatives and Hedging (Topic 815): Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes, to include the OIS rate based on SOFR as an eligible benchmark interest rate during the early stages of the marketplace transition to facilitate the LIBOR to SOFR transition and provide sufficient lead time for entities to prepare for changes to interest rate risk hedging strategies for both risk management and hedge accounting purposes. This guidance is effective for interim and annual periods beginning after December 15, 2018, and must be adopted concurrently with the amendments in ASU 2017-12 (see below). We adopted this guidance effective January 1, 2019, and our adoption standard did not have a material impact on our GetGo’s financial position, position and results of operations or cash flowsoperations. In August 2018May 2014, the FASB issued ASU 2018an accounting standard update on revenue recognition. The new guidance creates a single, principle-15based model for revenue recognition and expands and improves disclosures about revenue. In July 2015, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (a consensus the FASB issued an accounting standard update that defers the effective date of the FASB Emerging Issues Task Force), to address the accounting for implementation costs of a hosting arrangement that is a service contract and to align the accounting for implementation costs for hosting arrangements, regardless of whether they convey a license to the hosted softwarenew revenue recognition standard by one year. This The new guidance is effective for interim and annual reporting periods beginning on or after December 15, 2019, with early adoption permitted. We will adopt this guidance effective January 1, 20202017, and do not anticipate that must be adopted using either a full retrospective approach for all periods presented in the period of adoption will have or a material modified retrospective approach. GetGo is currently evaluating the potential impact of this standard on our its financial position, position and results of operations or cash flowsoperations. In August 2018Table of Contents COMBINED CONDENSED BALANCE SHEETS Current assets: Cash $ 74,512 $ 55,414 Accounts receivable, the FASB issued ASU 2018-13net of allowances of $701 and $794 at September 30, Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement2016 and December 31, modifying the disclosure requirements on fair value measurements in Topic 820. This guidance is effective for interim 2015, respectively 42,596 45,146 Prepaid expenses 11,390 11,239 Other current assets 1,743 3,944 Total current assets 130,241 115,743 Property and annual periods beginning after December 15equipment, 2019net 84,242 91,932 Goodwill 369,999 367,782 Other intangible assets, with early adoption permitted. We will adopt this guidance effective January 1net 57,372 71,709 Deferred tax assets, 2020, and will apply the new guidance to any applicable disclosures. In July 2018, the FASB issued ASU 2018-09, Codification Improvements, which makes updates for clarifications, technical corrections net 20,559 10,767 Other assets 4,594 4,040 Total assets $ 667,007 $ 661,973 Current liabilities: Accounts payable $ 17,553 $ 14,112 Accrued expenses and other minor improvements current liabilities 39,908 38,148 Current portion of deferred revenues 114,117 107,936 Total current liabilities 171,578 160,196 Long-term portion of deferred revenues 5,081 7,066 Other liabilities 12,289 10,419 Total liabilities 188,948 177,681 Commitments and contingencies Equity: Accumulated other comprehensive loss (24,391 ) (25,573 ) Net parent investment 502,450 509,865 Total equity 478,059 484,292 Total liabilities and equity $ 667,007 $ 661,973 Table of Contents COMBINED CONDENSED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME Net revenues $ 508,413 $ 464,608 Cost of net revenues: Cost of net revenues 116,335 102,224 Amortization of product related intangibles 3,837 2,651 Total cost of net revenues 120,172 104,875 Gross margin 388,241 359,733 Operating expenses: Research and development 76,055 67,473 Sales, marketing and services 163,396 149,572 General and administrative 74,244 52,407 Amortization of other intangible assets 10,618 7,310 Restructuring 830 924 Separation 16,869 — Total operating expenses 342,012 277,686 Income from operations 46,229 82,047 Interest expense 6,805 6,491 Other income (expense), net 354 (1,467 ) Income before income taxes 39,778 74,089 Income tax expense 10,620 22,296 Net income 29,158 51,793 Other comprehensive (loss) income: Change in foreign currency translation adjustment 1,182 (9,596 ) Comprehensive income $ 30,340 $ 42,197 Table of Contents COMBINED CONDENSED STATEMENT OF CASH FLOWS Net income $ 29,158 $ 51,793 Adjustments to a wide variety reconcile net income to net cash provided by operating activities: Amortization of Topics to make the ASC easier to understand intangible assets 14,455 9,961 Depreciation of property and to apply. The transition equipment 45,208 37,521 Amortization of allocated debt discount and effective date is based on the facts and circumstances of each amendment with some amendments effective upon issuance. The remaining amendments are effective for annual periods beginning after December 15, 2018. We adopted this guidance effective January 1, 2019, and our adoption did not have a material impact on our financial position, results of operations or cash flows. In June 2018, the FASB issued ASU 2018-07, Compensation — Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, which expands the scope of Topic 718 to include sharetransaction costs 5,614 5,264 Stock-based payment awards to nonemployees and eliminates the classification differences for employee and nonemployee sharecompensation expense 28,327 16,891 Excess tax benefit from stock-based payment awards. This guidance is effective compensation (1,643 ) (664 ) Provision for interim doubtful accounts and annual periods sales allowances 1,367 879 Deferred income tax (benefit) expense (9,628 ) 770 Effects of exchange rate changes on monetary assets and liabilities denominated in foreign currencies (297 ) 1,518 Other non-cash items 3,138 1,902 Total adjustments to reconcile net income to net cash provided by operating activities 86,541 74,042 Changes in operating assets and liabilities: Accounts receivable 1,229 (3,193 ) Prepaid expenses and other current assets 2,937 1,508 Other assets (568 ) (3,103 ) Deferred revenue 5,064 5,151 Accounts payable 2,784 6,386 Income taxes, net 2,174 (1,216 ) Accrued expenses (925 ) (8,663 ) Other liabilities (795 ) 1,242 Total changes in operating assets and liabilities, net of the effects of acquisitions 11,900 (1,888 ) Net cash provided by operating activities 127,599 123,947 Cash paid for licensing agreements and core technology (313 ) (491 ) Purchase of cost method investments — (150 ) Purchase of property and equipment (38,595 ) (47,713 ) Cash paid for acquisition, net of cash acquired — (161,576 ) Net cash used in investing activities (38,908 ) (209,930 ) Excess tax benefit from stock-based compensation 1,643 664 Payments on debt from acquisition — (4,394 ) Net transfers (to) from ParentCo and affiliates (70,367 ) 112,291 Net cash (used in) provided by financing activities (68,724 ) 108,561 Effect of exchange rate changes on cash (869 ) (4,555 ) Change in cash 19,098 18,023 Xxxx at beginning after December 15, 2018, with early adoption permitted. We adopted this guidance effective January 1, 2019, and our adoption did not have a material impact on our financial position, results of operations or cash flows. In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities, to better align an entity’s risk management activities and financial reporting for hedging relationships through changes to both the designation and measurement guidance for qualifying hedging relationships and the presentation period 55,414 34,934 Cash at end of hedge results. Under the new guidance,period $ 74,512 $ 52,957 Table of Contents NOTES TO COMBINED CONDENSED FINANCIAL STATEMENTS

Appears in 1 contract

Samples: Merger Agreement (GetGo, Inc.)

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Recent Accounting Pronouncements. In December 20192002, the FASB Financial Accounting Standards Board (“FASB”) issued 2019-12, Income Taxes (Topic 740): Simplifying the SFAS No. 148 “Accounting for Income Taxes, Stock-Based Compensation—Transition and Disclosure.” SFAS 148 provides alternative methods of transition for a voluntary change to simplify the fair value based method of accounting for income taxes stock-based on changes suggested by stakeholders as part employee compensation. In addition, SFAS 148 amends the disclosure requirements of the FASB’s simplification initiativeSFAS 123 in both annual and interim financial statements. This guidance SFAS 148 is effective for financial statements for fiscal years ending after December 15, 2002, and financial reports containing condensed financial statements for interim and annual periods beginning after December 15, 20202002. Our general partner has stock-based employee compensation plans (see Notes 12 and 13). These plans are accounted for under the fair value based method as described in SFAS 123. Therefore, with early adoption permitted. We expect to adopt this guidance on January 1, 2021, and we are currently evaluating do not believe that the effect that our adoption of this guidance statement will have a material effect on either our financial position, results of operations and operations, cash flows. In April 2019, the FASB issued 2019-04, Codification Improvements to Topic 326, Financial Instruments — Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments, which clarifies certain aspects of accounting for credit losses, hedging activities and financial instruments. We will adopt this guidance effective January 1, 2020, and do not anticipate that the adoption will have a material impact on our financial position, results of operations flows or cash flowsdisclosure requirements. In October 20182002, the FASB issued ASU 2018Emerging Issues Task Force (“EITF”) reached consensus on certain issues in EITF Issue No. 02-03, “Recognition and Reporting of Gains and Losses on Energy Trading Contracts under Issues No. 98-10 and 00-17.” The consensus reached included: i) rescinding EITF 98-10 and ii) the requirement that mark-to-market gains and losses on trading contracts (whether realized or unrealized and whether financially or physically settled) be shown net in the income statement using the indicators identified in Issue No. 98-10. The EITF provided guidance that, Consolidation (Topic 810): Targeted Improvements beginning on October 25, 2002, all new contracts that would have been accounted for under EITF 98- 10 should no longer be marked-to-market through earnings unless such contracts fall within the scope of SFAS 133. All of the contracts that we have accounted for under EITF 98-10 fall within the scope of SFAS 133 and therefore will continue to Related Party Guidance for Variable Interest Entitiesbe marked-to-market through earnings under the provisions of that rule. Therefore, in response to stakeholder observations that improvements could be made by requiring reporting entities to consider indirect interests held through related parties under common control on a proportional basis rather than as the equivalent of a direct interest in its entirety as currently required in GAAP. This guidance is effective for interim and annual periods beginning after December 15, 2019, with early adoption permitted. We will adopt this guidance effective January 1, 2020, and do not anticipate that the adoption will have a material impact on our financial position, results of operations or cash flows. In October 2018, the FASB issued ASU 2018-16, Derivatives and Hedging (Topic 815): Inclusion of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes, to include the OIS rate based on SOFR as an eligible benchmark interest rate during the early stages of the marketplace transition to facilitate the LIBOR to SOFR transition and provide sufficient lead time for entities to prepare for changes to interest rate risk hedging strategies for both risk management and hedge accounting purposes. This guidance is effective for interim and annual periods beginning after December 15, 2018, and must be adopted concurrently with the amendments in ASU 2017-12 (see below). We adopted this guidance effective January 1, 2019, and our adoption rule did not have a material impact effect on our financial position, results of operations or cash flows. In August 2018, the FASB issued ASU 2018-15, Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (a consensus of the FASB Emerging Issues Task Force), to address the accounting for implementation costs of a hosting arrangement that is a service contract and to align the accounting for implementation costs for hosting arrangements, regardless of whether they convey a license to the hosted software. This guidance is effective for interim and annual periods beginning after December 15, 2019, with early adoption permitted. We will adopt this guidance effective January 1, 2020, and do not anticipate that the adoption will have a material impact on our financial position, results of operations or cash flows. In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework — Changes to the Disclosure Requirements for Fair Value Measurement, modifying the disclosure requirements on fair value measurements in Topic 820. This guidance is effective for interim and annual periods beginning after December 15, 2019, with early adoption permitted. We will adopt this guidance effective January 1, 2020, and will apply the new guidance to any applicable disclosures. In July 2018, the FASB issued ASU 2018-09, Codification Improvements, which makes updates for clarifications, technical corrections and other minor improvements to a wide variety of Topics to make the ASC easier to understand and to apply. The transition and effective date is based on the facts and circumstances of each amendment with some amendments effective upon issuance. The remaining amendments are effective for annual periods beginning after December 15, 2018. We adopted this guidance effective January 1, 2019, and our adoption did not have a material impact on either our financial position, results of operations or cash flows. In June 20182002, the FASB issued ASU 2018-07, Compensation — Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting, which expands SFAS No. 146 “Accounting for Costs Associated with Exit or Disposal Activities.” SFAS 146 requires that a liability for a cost associated with an exit or disposal activity be recognized when the scope obligation is incurred rather than at the date of Topic 718 to include share-based payment awards to nonemployees and eliminates the classification differences for employee and nonemployee share-based payment awardsexit plan. This guidance Statement is effective for interim and annual periods beginning exit or disposal activities that are initiated after December 1531, 2018, with early adoption permitted2002. We adopted have not initiated exit or disposal activities that are subject to this guidance effective January 1, 2019, statement and our do not believe that the adoption did not of SFAS 146 will have a material impact effect on either our financial position, results of operations or cash flows. In August 2017April 2002, the FASB issued ASU 2017-12SFAS No. 145, Derivatives “Rescission of FASB Statements No. 4, 44, and Hedging (Topic 815): Targeted Improvements 64, Amendment of FASB Statement No. 13, and Technical Corrections.” SFAS 145 rescinds, updates, clarifies and simplifies existing accounting pronouncements. Among other things, SFAS 145 rescinds SFAS 4, which required all gains and losses from extinguishment of debt to be aggregated and, if material, classified as an extraordinary item, net of related income tax effect. Under SFAS 145, the criteria in Accounting for Hedging Activities, Principles Board No. 30 will now be used to better align an entity’s risk management activities classify those gains and financial reporting for hedging relationships through changes to both the designation and measurement guidance for qualifying hedging relationships losses. The adoption of this and the presentation remaining provisions of hedge resultsSFAS 145 did not have a material effect on our financial position or results of operations. Under However, any future extinguishments of debt may impact income from continuing operations (see Note 10). In June 2001, the new guidanceFASB issued SFAS No. 143 “Asset Retirement Obligations.” SFAS 143 establishes accounting requirements for retirement obligations associated with tangible long-lived assets, including (1) the time of the liability recognition, (2) initial measurement of the liability, (3) allocation of asset retirement cost to expense,

Appears in 1 contract

Samples: Limited Partnership Agreement

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