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Life after an Up-C IPO: Navigating the financial reporting complexities

Observations from the front lines

We continue to see companies leverage umbrella partnership C corporation (Up-C) organizational structures when accessing the capital markets. As discussed in a previous “Observations from the front lines” article, structuring an IPO, or special purpose acquisition company (SPAC) merger, as an Up-C requires considering unique and often complex financial reporting and tax implications.

Although the challenges of preparing to be public and going public should be addressed in parallel, once the bell is rung and a company is public, the challenges of being public take on added gravity. And ongoing accounting and financial reporting complexities related to an Up-C organizational structure and legal agreements will continue to impact a company long after the IPO or SPAC merger.

After an Up-C IPO

Post-IPO structure

The majority of the financial reporting complexities are driven by a company’s post-IPO organizational and ownership structure. Post-IPO Up-C structures are typically characterized by a public corporation (PubCo) owning economic interest in the form of ownership units and being the sole managing member of a pass-through operating entity.

Owners of PubCo include:

  • The public: The IPO offers Class A common stock to the public, giving them economic and voting rights in PubCo.
  • Pre-IPO investors: These owners hold Class B common stock, giving them voting power and no economic rights. These investors obtain economic rights through their ownership of an equal number of exchangeable units in the pass-through operating entity.
Post-IPO structure

In addition, the following terms are common in Up-C agreements and must be considered when determining the appropriate accounting once the Up-C structure is in place:

  • The pre-IPO investors may exchange remaining operating entity units and Class B shares for PubCo Class A common stock or cash (generally at PubCo’s option). Typically, these exchange features require a careful analysis of the accounting impact, including the balance sheet classification of the NCI.
  • A tax receivable agreement (TRA) may require a percentage of any tax benefit derived by PubCo resulting from the Up-C structure to be shared with the pre-IPO investors.
  • A one-for-one relationship may exist between the Class A common stock outstanding and the number of units in the pass-through operating entity held by PubCo.

Accounting and reporting considerations

The Up-C structure and any associated legal agreements raise numerous accounting and reporting considerations. These can be nuanced, and a thorough understanding of a company’s specific facts and circumstances is necessary to reach the right accounting conclusions.

Potential considerations include:

Non-controlling interest (NCI)

The structure of this statement should clearly delineate between the pre- and post-IPO periods. This results in significant NCI balance on the balance sheet, as well as an attribution of earnings to the NCI holders on the income statement and statement of equity.

  • Income statement: The allocation of income to non-controlling interest will change during the period of the IPO as the pre-IPO investors’ ownership changes. PubCo will need to determine the income calculated before the IPO, post-IPO and after any subsequent event (e.g., exercise of underwriters’ option to purchase additional IPO shares and unit exchanges by pre-IPO investors) that changes the pre-IPO investors’ ownership percentage of the pass-through operating entity.
  • Balance sheet: NCI on the balance sheet created as a result of the Up-C IPO will represent the pre-IPO investors’ ownership in the pass-through operating entity at a point in time. Careful consideration is needed to establish NCI and adjust NCI as ownership percentages change. As stated previously, the exchange feature held by the NCI needs to be carefully evaluated. Terms surrounding the exchange feature often can lead to a conclusion that the NCI should not be classified as permanent equity and rather should be classified as either mezzanine equity or a liability.
  • Statement of equity: The structure of this statement should clearly delineate between the pre- and post-consolidation periods. Multiple rows for net income, for example, may be required to appropriately reflect the change in the pre-IPO investors’ ownership in the pass-through operating entity.

Earnings per share (EPS)

The calculation and disclosure of EPS can present unique challenges. For example, companies will need to determine the appropriate presentation of EPS in pre-IPO periods where the Up-C structure was not in place.

Additionally, the dilutive nature of the exchange feature held by pre-IPO investors can significantly change the presentation of the EPS footnote depending on the number of outstanding shares held by pre-IPO investors. The dilutive or antidilutive conclusion may be sensitive to certain activities, and management should be fully aware of when an exchange feature results in a dilutive versus an antidilutive conclusion.

Terms written in the legal agreements should be fully understood when calculating EPS. Companies may determine that dilutive securities impact the EPS numerator, as the assumed issuance of new securities could change the ownership percentage of the controlling interest.

Taxes

The calculation of corporate taxes on net income attributable to PubCo requires an initial analysis of all income taxed and untaxed below PubCo within the Up-C organizational structure.

The TRA liability and deferred tax assets resulting from the Up-C IPO must be continually assessed and updated in line with the appropriate accounting framework for changes in ownership and the impact of the company’s operations.

Footnote disclosures

Several additional footnotes will now be relevant and may include:

  • Variable interest entities
  • Related party transactions
  • Contingencies
  • Non-controlling interest.

Additionally, other footnotes may need to be reexamined and tailored to the IPO.

Non-GAAP measures

As it relates to Non-GAAP measures, comparability across a company’s industry and with its peers is critical. An Up-C structure presents some unique challenges in achieving such comparability. Often investors and analysts will disregard the split in income between PubCo and the pre-IPO investors. They will also want to understand the future benefits that will be received as a result of the Up-C structure and associated TRA.

Journal entries

PubCo must record several journal entries to account for the reorganization, new ownership structure, cash proceeds and its use, the TRA, issuance of equity awards, and offering costs. Careful consideration should be given to the entity at which these journal entries are recorded. From an economic perspective, journal entries recorded at the PubCo entity reflect impacts to the public shareholders exclusively, whereas journal entries recorded at the pass-through operating entity or below reflect impacts to both the public shareholders and pre-IPO investors.

Early planning and coordination are key

The significant advantages of an Up-C structure, including incremental cash flows for pre-IPO investors, have contributed to its increasing popularity. Companies should consider and prepare for the complexities. Early involvement and coordination between cross-functional teams from accounting, tax, and finance is critical in order to align expectations and evaluate the financial reporting implications.

PwC’s Deals and Tax specialists can advise management teams through the details of how an Up-C structure may impact your organization. For more insight on Up-C structures and how to prepare for the ongoing reporting requirements, please contact PwC to request a meeting.

“Observations from the front lines” provides PwC’s insight on current economic issues, our perspective regarding the financial reporting complexities and what companies should be thinking about to effectively address those issues. For more information, visit www.pwc.com/us/cmaas.

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Mike Bellin

IPO Services Co-Leader, PwC US

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Tax Partner, PwC US

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Manager, PwC Deals, PwC US

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