Owners of closely held businesses sometimes need to advance their companies money to bridge a temporary downturn or provide extra cash flow for an expansion, a major expense or other purposes. Should you categorize those advances as bona fide debt, additional paid-in capital or something in between? Under U.S. Generally Accepted Accounting Principles (GAAP), the answer depends on the facts and circumstances of the transaction.
Debt vs. equity
The proper classification of shareholder advances is especially important when a company has more than one shareholder or unsecured bank loans. It’s also relevant for tax purposes, because advances that are classified as debt typically require imputed interest charges. However, the tax rules may not always sync with GAAP.
To further complicate matters, shareholders sometimes forgive loans or convert them to equity. Reporting these types of transactions can become complex when the fair value of the equity differs from the carrying value of the debt.
When deciding how to classify shareholder advances, it’s important to consider the economic substance of the transaction over its form. Some factors to consider when classifying these transactions include:
Intent to repay. Open-ended understandings between related parties about repayment imply that an advance is a form of equity. For example, an advance may be classified as a capital contribution if it was extended to save the business from imminent failure and no attempts at repayment have ever been made.
Loan terms. An advance is more likely to be treated as bona fide debt if the parties have signed a written promissory note that bears reasonable interest, has a fixed maturity date and a history of periodic loan repayments, and includes some form of collateral. If an advance is subordinate to bank debt and other creditors, it’s more likely to qualify as equity, however.
Ability to repay. This includes the company’s historic and future debt service capacity, as well as its credit standing and ability to secure other forms of financing. The stronger these factors are, the more appropriate it may be to classify the shareholder advance as debt.
Third-party reporting. Consistently treating an advance as debt (or equity) on tax returns can provide additional insight into its proper classification.
With shareholder advances, disclosures are key. Under GAAP, you’re required to describe any related-party transactions, including the magnitude and specific line items in the financial statements that are affected. Numerous related-party transactions may necessitate the use of a tabular format to make the footnotes to the financial statements reader friendly.
For more information on this topic, or to learn how Baker Tilly specialists can help, contact our team.