The term
pro forma (
Latin "as a matter of form") is a term applied to practices that are
perfunctory, 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 United States
Generally Accepted Accounting Principles (US 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 US 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 typically look more profitable than US 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 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
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
equity. The
pro forma models the anticipated results of the transaction, with particular emphasis on the projected
cash flows, net revenues and (for taxable entities) taxes. For example, when a transaction with a material impact 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 impact 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.
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. 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 'Proforma Invoice' is
Confirmed Purchase Order where buyer and Supplier agrees on the Product Detail and its cost (usually-Supplier currency) to be shipped to 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).
Also,
pro forma audiences are used to obey to a formal demand. For example, one
pro forma audience may be heard for a judge to order the production of a certain proof or to schedule another date.
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."
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. Similar practices may exist in the
state legislatures.
International Trade (Importing/Exporting)
A pro forma Invoice is much the same as a commercial invoice which, when used in international trade, represents the details of an international sale to the 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, 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.