Pro forma

Last updated

The term pro forma (Latin for "as a matter of form" or "for the sake of form") is most often used to describe a practice or document that is provided as a courtesy or satisfies minimum requirements, conforms to a norm or doctrine, tends to be performed perfunctorily or is considered a formality. The term is used in legal and business fields to refer to various types of documents that are generated as a matter of course.

Contents

Accounting

The pro forma accounting is a statement of the company's financial activities while excluding "unusual and nonrecurring transactions" when stating how much money the company actually made. Examples of expenses often excluded from pro forma results are company restructuring costs, a decline in the value of the company's investments, or other accounting charges, such as adjusting the current balance sheet to fix faulty accounting practices in previous years.

There was a boom in the reporting of pro forma results in the US starting in the late 1990s, with many dot-com companies using the technique to recast their losses as profits, or at least to show smaller losses than the US GAAP accounting showed. The U.S. Securities and Exchange Commission requires publicly traded companies in the United States to report US GAAP-based financial results, and has cautioned companies that using pro forma results to obscure US GAAP results would be considered fraud if used to mislead investors.

Business

Financial statements

In business, pro forma financial statements are prepared in advance of a planned transaction, such as a merger, an acquisition, a new capital investment, or a change in capital structure such as incurrence of new debt or issuance of stock.

The pro forma models the anticipated results of the transaction, with particular emphasis on the projected cash flows, net revenues and taxes. Consequently, pro forma statements summarize the projected future status of a company, based on the current financial statements. [1] Pro forma figures should be clearly labeled as such and the reason for any deviation from reported past figures clearly explained.

For example, when a transaction with a material effect on a company's financial condition is contemplated, the finance department will prepare, for management and board review, a business plan containing pro forma financial statements demonstrating the expected effect of the proposed transaction on the company's financial viability. Lenders and investors will require such statements to structure or confirm compliance with debt covenants such as debt service reserve coverage and debt to equity ratios. Similarly, when a new corporation is envisioned, its founders will prepare pro forma financial statements for the information of prospective investors. Also, banks will request pro forma statements in lieu of tax returns for a start up business in order to verify cash flow before issuing a loan or line of credit.

Invoices

In trade transactions, a pro forma invoice is a document that states a commitment from the seller to sell goods to the buyer at specified prices and terms. It is used to declare the value of the trade. It is not a true invoice because it is not used to record accounts receivable for the seller and accounts payable for the buyer.

Simply, a "pro forma invoice" is a "confirmed purchase order" where buyer and supplier agree on detail and cost of the product to be shipped to the buyer. A pro forma invoice is generally raised when the seller is ready for dispatching the material but they want to ensure that the payment is being sent before dispatch. And similarly, the customer also wants to know which components are included in the pro forma invoice to avoid disagreements later.

A sales quote is prepared in the form of a pro forma invoice, which is different from a commercial invoice. It is used to create a sale and is sent in advance of the commercial invoice. The content of a pro forma invoice is almost identical to a commercial invoice and is usually considered a binding agreement, but because a pro forma invoice is not a legally-binding document, the price may change in advance of the final sale.

A pro forma invoice can also be used for shipments containing items that are not being bought or sold, such as gifts, samples and personal belongings, whereas a commercial invoice is used when the commodities shipped are being bought or sold. [2] However, it is best to use a customs invoice or declaration as border officials require values for the export declaration. [3] A Customs Invoice or declaration is commonly used in New Zealand for air parcel post shipments. [4]

International trade

A pro forma invoice is the same as a commercial invoice, which, when used in international trade, represents the details of an international sale to customs authorities. A pro forma invoice is presented in the place of a commercial invoice when there is no sale between the sender and the importer (for example, in the case of an RMA for replacement goods), or if the terms of the sale between the seller and the buyer are such that a commercial invoice is not yet available at the time of the international shipment. A pro forma invoice is required to state the same facts that the commercial invoice would and the content is prescribed by the governments who are a party to the transaction.

In some countries, customs may accept a pro forma invoice (generated by the importer and not the exporter) if the required commercial invoice is not available at the time when filing entry documents at the port of entry to get goods released from customs. The U.S. Customs and Border Protection, for example, uses pro forma invoices to assess duty and examine goods, but the importer on record is required to post a bond and produce a commercial invoice within 120 days from the date of entry. If the required commercial invoice is needed for statistical purposes, the importer has to produce the commercial invoice within 50 days from the date Customs releases the goods to the importer.

Law

In law, pro forma court rulings are intended merely to facilitate the legal process (indeed to move matters along).

Government

Westminster system

In certain Commonwealth nations with a Westminster system, such as the United Kingdom, Canada, and Australia, pro forma bills are introduced immediately before consideration of the speech from the throne. Pro forma bills are incomplete pieces of legislation and undergo only the first reading stage. They symbolize the authority of the parliament to discuss matters other than those specified by the head of state, for which ostensibly parliament was summoned. After first reading, the bill is never considered further. The pro forma bill was first introduced in the House of Commons of England in 1558. [5]

In the Parliament of the United Kingdom, the equivalents are the Outlawries Bill in the House of Commons and the Select Vestries Bill in the House of Lords. In the Parliament of Canada, such bills are titled Bill C-1, An Act respecting the Administration of Oaths of Office, and Bill S-1, An Act relating to Railways in the House of Commons of Canada and Senate of Canada, respectively. In the Australian House of Representatives, a new bill is drafted at the start of each parliamentary term (in the 47th Parliament this was the Customs Amendment Bill 2022) and presented by the Prime Minister. The bill undergoes the first reading, but a second reading is not moved unlike normal bills. [6] However, departing from British and Canadian tradition, the contents of the bills do address the matters referred to in its title, and could theoretically be enacted like any other normal bill. This practice does not extend to the Australian Senate; instead other formal business is conducted (such as question time) before consideration of the governor-general's speech.

United States

In the federal government of the United States, either house of the Congress (the House of Representatives or the Senate) can hold a pro forma session at which no formal business is expected to be conducted. [7] This is usually to fulfill the obligation under the Constitution "that neither chamber can adjourn for more than three days without the consent of the other." [8] Pro forma sessions can also be used to prevent the president from pocket-vetoing bills, or calling the Congress into special session. [9] They have also been used to prevent presidents from making recess appointments. [10]

In 2012 President Barack Obama attempted to make four appointments during a pro forma session, [11] calling the practice of blocking recess appointments into question. [12] However, in 2014 the Supreme Court of the United States in NLRB v. Noel Canning determined that the President had improperly used his presidential power to make these appointments, stating that while the Senate was in recess punctuated by pro forma sessions the period of time between the sessions was not long enough to invoke such power. [13]

In April 2020, President Donald Trump claimed that the president's constitutional power to "convene or adjourn Congress" "on extraordinary occasions", a power that has never been used to adjourn Congress, though it has been used on rare occasions to convene Congress, empowers him to suspend both houses of Congress (overriding the pro forma procedure) and enabling him to make appointments to vacant government positions while Congress is suspended. The suggestion was condemned by Joe Lockhart. [14] In addition, the President's Constitutional power to adjourn either or both houses of Congress is limited to situations in which the "Time of Adjournment" is disagreed upon between the House and Senate creating a "Case of Disagreement", which implicates Article I, Section 5 of the Constitution, which prohibits either house of Congress from adjourning for more than three days without the consent of the other house of Congress. [15] However, the system of pro forma sessions every three days by both houses of Congress would appear to represent an obstacle to finding a Constitutional "Case of Disagreement" between the houses of Congress regarding an adjournment of more than three days if neither house of Congress ever deems itself adjourned for more than three days and therefore never seeks the consent of the other house of Congress to adjourn and therefore never creates a situation in which a "Case of Disagreement" could arise to authorize the President to exercise this power.

Similar practices exist in the state legislatures, and for similar reasons; for example, in Minnesota, legislative bodies have the same every-three-days meeting requirement that Congress has. Pro forma sessions are held to meet this requirement. [16]

See also

Related Research Articles

<span class="mw-page-title-main">Bookkeeping</span> Recording financial transactions or events

Bookkeeping is the recording of financial transactions, and is part of the process of accounting in business and other organizations. It involves preparing source documents for all transactions, operations, and other events of a business. Transactions include purchases, sales, receipts and payments by an individual person or an organization/corporation. There are several standard methods of bookkeeping, including the single-entry and double-entry bookkeeping systems. While these may be viewed as "real" bookkeeping, any process for recording financial transactions is a bookkeeping process.

<span class="mw-page-title-main">Factoring (finance)</span> Financial transaction and a type of debtor finance

Factoring is a financial transaction and a type of debtor finance in which a business sells its accounts receivable to a third party at a discount. A business will sometimes factor its receivable assets to meet its present and immediate cash needs. Forfaiting is a factoring arrangement used in international trade finance by exporters who wish to sell their receivables to a forfaiter. Factoring is commonly referred to as accounts receivable factoring, invoice factoring, and sometimes accounts receivable financing. Accounts receivable financing is a term more accurately used to describe a form of asset based lending against accounts receivable. The Commercial Finance Association is the leading trade association of the asset-based lending and factoring industries.

In the United States, a recess appointment is an appointment by the president of a federal official when the U.S. Senate is in recess. Under the U.S. Constitution's Appointments Clause, the president is empowered to nominate, and with the advice and consent (confirmation) of the Senate, make appointments to high-level policy-making positions in federal departments, agencies, boards, and commissions, as well as to the federal judiciary. A recess appointment under Article II, Section 2, Clause 3 of the Constitution is an alternative method of appointing officials that allows the temporary filling of offices during periods when the Senate is not in session. It was anticipated that the Senate would be away for months at a time, so the ability to fill vacancies in important positions when the Senate is in recess and unavailable to provide advice and consent was deemed essential to maintain government function, as described by Alexander Hamilton in No. 67 of The Federalist Papers.

<span class="mw-page-title-main">Accounts receivable</span> Claims for payment held by a business

Accounts receivable, abbreviated as AR or A/R, are legally enforceable claims for payment held by a business for goods supplied or services rendered that customers have ordered but not paid for. The accounts receivable process involves customer onboarding, invoicing, collections, deductions, exception management, and finally, cash posting after the payment is collected. These are generally in the form of invoices raised by a business and delivered to the customer for payment within an agreed time frame. Accounts receivable is shown in a balance sheet as an asset. It is one of a series of accounting transactions dealing with the billing of a customer for goods and services that the customer has ordered. These may be distinguished from notes receivable, which are debts created through formal legal instruments called promissory notes.

An invoice, bill or tab is a commercial document issued by a seller to a buyer relating to a sale transaction and indicating the products, quantities, and agreed-upon prices for products or services the seller had provided the buyer.

Prorogation in the Westminster system of government is the action of proroguing, or interrupting, a parliament, or the discontinuance of meetings for a given period of time, without a dissolution of parliament. The term is also used for the period of such a discontinuance between two legislative sessions of a legislative body.

<span class="mw-page-title-main">Receipt</span> Written acknowledgment that a person has received money or property in payment

A receipt is a document acknowledging that a person has received money or property in payment following a sale or other transfer of goods or provision of a service. All receipts must have the date of purchase on them. If the recipient of the payment is legally required to collect sales tax or VAT from the customer, the amount would be added to the receipt, and the collection would be deemed to have been on behalf of the relevant tax authority. In many countries, a retailer is required to include the sales tax or VAT in the displayed price of goods sold, from which the tax amount would be calculated at the point of sale and remitted to the tax authorities in due course. Similarly, amounts may be deducted from amounts payable, as in the case of taxes withheld from wages. On the other hand, tips or other gratuities that are given by a customer, for example in a restaurant, would not form part of the payment amount or appear on the receipt.

In a legislature, a special session is a period when the body convenes outside of the normal legislative session. This most frequently occurs in order to complete unfinished tasks for the year, such as outlining the government's budget for the next fiscal year, biennium, or other period. Special sessions may also be called during an economic downturn in order to cut the budget. In other cases, a special session may be convened to address special topics, or emergencies such as war or natural disaster.

The Presentment Clause of the United States Constitution outlines federal legislative procedure by which bills originating in Congress become federal law in the United States.

The Standing Rules of the Senate are the parliamentary procedures adopted by the United States Senate that govern its procedure. The Senate's power to establish rules derives from Article One, Section 5 of the United States Constitution: "Each House may determine the rules of its proceedings ..."

In financial accounting, a gain is when the market value of an asset exceeds the purchase price of that asset. The gain is unrealized until the asset is sold for cash, at which point it becomes a realized gain. This is an important distinction for tax purposes, as only realized gains are subject to tax. Gains are the result of circumstances, events, or transactions which affect the entity independent of revenue or owner investments. They are usually the result of holding gains, exchange transactions, events, or nonreciprocal transactions.

A legislative session is the period of time in which a legislature, in both parliamentary and presidential systems, is convened for purpose of lawmaking, usually being one of two or more smaller divisions of the entire time between two elections. In each country the procedures for opening, ending, and in between sessions differs slightly. A session may last for the full term of the legislature or the term may consist of a number of sessions. These may be of fixed duration, such as a year, or may be used as a parliamentary procedural device. A session of the legislature is brought to an end by an official act of prorogation. In either event, the effect of prorogation is generally the clearing of all outstanding matters before the legislature.

Bills C-1 and S-1 are pro forma bills introduced in the House of Commons and Senate respectively at the opening of each session of the Parliament of Canada. The bills are given a first reading and are then never proceeded with further. Being pro forma pieces of legislation, introducing them is mostly a formal tradition. They are introduced each session in the Commons and Senate for the purpose of reasserting the right of Members to depart from the reasons for summoning Parliament contained in the Speech from the Throne and to proceed with such business before considering the Speech, therefore signifying Parliament's freedom from the direction of the Crown of Canada.

In bookkeeping, accounting, and financial accounting, net sales are operating revenues earned by a company for selling its products or rendering its services. Also referred to as revenue, they are reported directly on the income statement as Sales or Net sales.

A lame-duck session of Congress in the United States occurs whenever one Congress meets after its successor is elected, but before the successor's term begins. The expression is now used not only for a special session called after a sine die adjournment, but also for any portion of a regular session that falls after an election. In current practice, any meeting of Congress after election day, but before the next Congress convenes the following January, is a lame-duck session. Prior to 1933, when the 20th Amendment changed the dates of the congressional term, the last regular session of Congress was always a lame-duck session.

<span class="mw-page-title-main">United States Senate</span> Upper house of the US Congress

The United States Senate is the upper chamber of the United States Congress. The United States Senate and the lower chamber of Congress, the United States House of Representatives, comprise the federal bicameral legislature of the United States. Together, the Senate and the House maintain authority under Article One of the U.S. Constitution to pass or defeat federal legislation. The Senate has exclusive power to confirm U.S. presidential appointments, approve or reject treaties, and try cases of impeachment brought by the House. The Senate and the House provide a check and balance on the powers of the executive and judicial branches of government.

<span class="mw-page-title-main">Procedures of the United States Congress</span> Established ways of doing legislative business

Procedures of the United States Congress are established ways of doing legislative business. Congress has two-year terms with one session each year. There are rules and procedures, often complex, which guide how it converts ideas for legislation into laws.

<span class="mw-page-title-main">Kathryn Ruemmler</span> American lawyer

Kathryn "Kathy" Ruemmler is an attorney who formerly served as Principal Deputy White House Counsel and then White House Counsel to President Barack Obama. Previously a partner at Latham and Watkins co-chairing its white-collar defense group, Ruemmler joined Goldman Sachs in 2020 as a Partner and Global Head of Regulatory Affairs. In 2021, she was promoted to Chief Legal Officer and General Counsel.

Russian Accounting Standards (RAS; Russian: Российские стандарты бухгалтерского учёта, РСБУ), also called Russian Accounting Principles (RAP) or Russian GAAP or GAAP (Russia), refer to the body of regulatory documents concerning financial accounting and reporting standards in the Russian Federation.

National Labor Relations Board v. Noel Canning, 573 U.S. 513 (2014), was a United States Supreme Court case in which the Court unanimously ruled that the President of the United States cannot use his authority under the Recess Appointment Clause of the United States Constitution to appoint public officials unless the United States Senate is in recess and not able to transact Senate business. The Court held that the clause allows the president to make appointments during both intra-session and inter-session recesses but only if the recess is of sufficient length, and if the Senate is actually unavailable for deliberation, thereby limiting future recess appointments. The Court also ruled that any office vacancy can be filled during the recess, regardless of when it arose. The case arose out of President Barack Obama's appointments of Sharon Block, Richard Griffin, and Terence Flynn to the National Labor Relations Board and Richard Cordray as the director of the Consumer Financial Protection Bureau.

References

  1. Ross, Stephen; Wasterfield, Randolph W. (2008). Corporate Finance. McGraw-Hill. p. 64. ISBN   978-0-07-310590-1.
  2. "DHL Help: Invoice Type". webship.dhl-usa.com. Archived from the original on 2016-03-24. Retrieved 2012-05-16.
  3. [Wood A.NZ Maritime School
  4. "Error". support.nzpost.co.nz.
  5. "The Library of Parliament's research tool for finding information on legislation". Library of Parliament. 2010-01-28. Archived from the original on 2010-02-02.
  6. "The Opening of Parliament". Parliament of Australia. Retrieved 2022-08-18.
  7. "Debate over FEMA funding continues in Irene aftermath". CNN. 2011-08-31. Archived from the original on 2012-03-05. Retrieved 2019-01-04.
  8. "pro forma session". Senate Glossary. United States Senate. Archived from the original on February 8, 2006. Retrieved 2014-02-21.{{cite web}}: CS1 maint: unfit URL (link)
  9. Bresnahan, John (2008-02-18). "Democrats set pro forma sessions to avoid 'special session' on FISA". The Crypt. Politico . Retrieved 2008-07-18.
  10. Barrett, Ted; Kilaru, Vandana (December 26, 2007). "Webb opens, closes vacant Senate session". CNN. Retrieved October 26, 2019.
  11. Orol, Ronald (2012-01-04). "Obama recess appoints Cordray to CFPB". MarketWatch. Retrieved 2012-01-04.
  12. Barnes, Robert (2013-06-24). "Supreme Court to weigh in on Obama's recess appointments". The Washington Post.
  13. "NRLB vs Noel Canning" (PDF). Supreme Court of the United States. Archived from the original (PDF) on 2014-06-27. Retrieved 2014-06-26.
  14. 'Banana republic': Trump threatens to unilaterally suspend Congress
  15. "Clause IClause IIClause IIIClause IV. Clauses 1–4. Judging Elections, Quorum, Rules, Discipline, Journal, Adjournment". Legal Information Institute . Cornell Law School . Retrieved 2021-03-29.
  16. "State Constitution" (PDF). Minnesota House of Representatives Public Information Services.