Pro forma

The term "pro forma" (Latin "as a matter of form") is a term applied to practices that are , or seek to satisfy the minimum requirements or to conform to a convention or doctrine. It has different meanings in different fields.

Accounting

In accounting, "pro forma" earnings are those earnings of companies in addition to actual earnings calculated under the Generally Accepted Accounting Principles (GAAP) in their quarterly and yearly financial reports.

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. Expenses often excluded from pro forma results include 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.

Companies that report a pro forma income statement or balance sheet usually do so because the events being excluded were unusual so the GAAP financial reports required by law are misleading to investors and potential investors. The crisis that happened this last quarter is not going to recur in future quarters, so the "pro forma" results can be used by investors to forecast what a "regular" quarter might portend in the future.

Critics note that "pro forma" numbers always look more profitable than GAAP numbers, and state that many companies intentionally use pro forma results in order to mislead investors into believing the company is in much better financial shape than it is; that there is no defined meaning or accounting standard for "pro forma" and that it is therefore impossible to make an "apples to apples" comparison between companies with pro forma results in the way that GAAP accounting allows; and that most "unusual events" reported as such are part of the ordinary course of business and should be reported as such. Most companies in most capitalist countries restructure themselves often, for example, so, it is argued, it is dishonest to claim that restructuring charges are unusual, one-time events that investors should not anticipate in the future.

There was a boom in the reporting of pro forma results 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 GAAP accounting showed. The U.S. Securities and Exchange Commission requires publicly traded companies in the United States to report GAAP-based financial results, and has cautioned companies that using pro forma results to obscure GAAP results would be considered fraud if used to mislead investors.

Business

In business, a "pro forma" document is one provided in advance of an actual transaction. Such a document serves as a model for the actual documents of the transaction. For example, when a new corporation is envisioned, its founders may prepare a business plan containing "pro forma" financial statements, such as projected cash flows and income statements. "Pro forma" operating figures or profit and/or loss figures may be preferred or even demanded by investors when the actual figures are known to be inaccurate because of sloppy or suspected falsified business accounting practices. "Pro forma" figures should be clearly labeled as such and the reason for any deviation from reported past figures clearly explained.

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. [ [http://www.tnt.com/country/fi_fi/services/l0/kauppalasku.Par.0012.file.tmp/ProformaA4.doc Pro forma invoice form.] ] dead link|date=September 2008 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.

Sales quotes are 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 although the price might change in advance of the final sale.

Banks usually prefer a pro forma invoice to a quotation for establishment of a letter of credit or for advance payment by the importer through his bank.

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 (to move matters along).

Government

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.

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 Canadian House of Commons and Canadian Senate, respectively. In the Parliament of Australia and the parliaments of the Australian states and territories, the "pro forma" bills consist only of a short title, and do not proceed beyond the first reading stage.

In the United States federal government, either house of the United States Congress (the United States House of Representatives or the United States Senate) can hold a "pro forma" session at which no formal business is conducted. 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." [cite web|url=http://www.senate.gov/reference/glossary_term/pro_forma_session.htm|title=pro forma session|work=Senate Glossary|publisher=United States Senate|accessdate=2007-11-17] "Pro forma" sessions can also be used to prevent the President from making recess appointments, pocket-vetoing bills, or calling the Congress into special session. [cite news|url=http://www.politico.com/blogs/thecrypt/0208/Democrats_set_pro_forma_sessions_to_avoid_special_session_on_FISA.html|title=Democrats set pro forma sessions to avoid 'special session' on FISA|first=John|last=Bresnahan|work=The Crypt|publisher=The Politico|date=2008-02-18|accessdate=2008-07-18] Similar practices may exist in the state legislatures.

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