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FASB Proposals Affecting Government Contractors

Robert Belcher and Ken Conner co-presented this PowerPoint at the 2012 RocketCity GovCon Conference hosted by Solvability in Huntsville, Ala. on Sept. 20, 2012.

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FASB Proposals Affecting Government Contractors

  1. 1. FASB Proposals AffectingGovernment ContractorsROBERT BELCHER, CPA KEN CONNER, CPA
  2. 2. Agenda• Overview and scope of the exposure drafts• Core principles and implementation guidance• Recap of some key changes affecting government contractors• Preparing for the adoption of the new revenue recognition and lease standards
  3. 3. FASB/IASB Projects and Target Date FASB/IASB PROJECTS and TARGET DATES Expected Date 2012/2013 2013 Project 3Q 4Q 1H Investment Companies F Accounting for Financial Instruments Impairment E Classification and Measurement E Hedging Insurance Contracts E Leases E Revenue Recognition F Consolidation: Policy and Procedures F F - Final document E - Exposure draft
  4. 4. Revenue Recognition Robert Belcher, CPA Principal
  5. 5. Exposure draft overview• In November 2011, the FASB and the IASB issued a revised exposure draft. Revision of exposure draft issued June 2010 entitled “Revenue from Contracts with Customers”• Benefits: – Remove the inconsistencies and weaknesses in the existing standard – Provide a better framework for addressing revenue recognition issues – Improves comparability across companies, industries and capital markets – Simplifies the preparation of financial statements by reducing the number of requirements – Provide more useful information to investors through improved disclosure requirements• Overview – The revised proposal would replace virtually all the U.S. GAAP guidance that currently exists on revenue recognition with a single model.• Applies to any entity that enters into contracts with customers unless those contracts are in the scope of other standards ( i.e. insurance or lease contracts)
  6. 6. Exposure Draft Status• Comment period November 14, 2011– March 13, 2012• Effective date – not earlier than annual periods beginning on or after January 1, 2015; early adoption not permitted• Roundtable discussions were held in April-May 2012. The FASB will deliberate comments received as well as consider feedback from the round discussions and intend to issue a final standard by Q2 2013.
  7. 7. Five Distinct Revenue Recognition StepsCore principle: Recognize revenue to depict the transfer of goods or services in an amount that reflects the consideration that an entity receives, or expects to receive, in exchange for those goods or services.Applying core principle:Step #1 - Identify the contract(s) with the customerStep #2 - Identify separate performance obligations “SPOs”Step #3 - Determine the transaction priceStep #4 - Allocate transaction price to the SPOsStep #5 - Recognize the allocated revenue when SPO satisfied
  8. 8. Step #1 – Identify the contract(s) with thecustomerKey provision: An entity should apply the proposed guidance to each contract identified.Government contractors will need to consider:• Contract existence i.e. right to receive consideration and obligations to transfer goods/services• Combine two or more contracts if certain criteria met• Determine if contract modification results in SPO
  9. 9. Contract modifications i.e. change orders• Contract modifications are any change in the scope or price of a contract (or both).• Treatment of contract modifications: Account for as separate contract if modification results in the addition of a SPO at a price that is commensurate with that additional performance obligation. OR Combine the modification with the contract and reevaluate the performance obligation and reallocate the transaction price to each SPO.
  10. 10. Step #2 – Identify SPOsKey provision: Evaluate the terms of the contract and your customary business practice to identify all promised goods and services and determine whether to account for each as a SPO.• A performance obligation is a promise whether explicit or implicit in a contract to transfer a good or service to the customer. You will need to consider your customary business practices.
  11. 11. Economic Units of Measure• Previously the economic unit of measure was the entire contract but now is the SPOs.• Likely impact on government contractors is that more economic units of measure will be identified (i.e. design phase, construction phase, warranty).• Identifying SPOs and allocating the transaction price will require judgment and therefore experienced personnel familiar with the new standard will be needed.• Revenue recognition is tied to satisfaction of SPOs which may not be directly related to cost incurred; cost capitalization rules will have an impact.
  12. 12. Separate vs. Bundle SPOs• If more than one good or service is provided, you will need to make a determination whether to bundle or separate the performance obligation. • Account for each promised good or service as a separate performance obligation only if it is distinct.• If not distinct, combine good or service with other promised goods or services until you identify a bundle of goods or services that is distinct. • In some cases, that would result in accounting for all the goods or services promised in the contract as a single performance obligation.
  13. 13. Distinct Performance ObligationsDistinct if either: 1. You regularly sell the good or service separately, or 2. The customer can use the good or service either on its own or together with resources that are readily available to the customer.Exception: If you transfer goods or services at the same time, it is not necessary to apply the proposed requirements to each performance obligation separately if accounting for those obligations together would result in the same amount and timing of revenue recognition as if they were accounted for separately.
  14. 14. Step #3 – Determine the transactionpriceKey provision: The transaction price is the amount of consideration an entity expects to receive in exchange for transferring goods or services to a customer.To meet that objective, estimate the transaction price using one of the following methods depending on which is most predictive of the amount of entitled consideration: – The probability-weighted amount; or – The most likely amount. This amount would then be allocated to the SPOs.
  15. 15. Step #4 – Allocate the transaction price• Key provision: Allocate the transaction price to all SPOs in proportion to the standalone selling price of the good or service underlying each performance obligation at contract inception.• The best evidence of a standalone selling price would be the observable price of a good or service when you sell it separately.
  16. 16. Step #5 – Recognize revenue whenperformance obligation satisfied• Key provision: Recognize revenue when a performance obligation is satisfied. – In order to transfer a good or service, the customer must obtain control.• Indications the customer has taken control: – Customer has unconditional obligation to pay – Customer has legal title – Customer has physical possession; exceptions allowed for consignments and bill and holds. – Design or function is customer specific – Risk of ownership has passed to customer
  17. 17. Two Options for Revenue Recognition:Point in Time or Over Time– Identify each performance obligation within a contract and determine if performance obligation is satisfied: At a point in time, or • Recognize revenue when control of asset is transferred to customer. Over time i.e. continuous transfer. • Recognize revenue as performance obligation is satisfied.
  18. 18. Over Time i.e. Continuous TransferRecognize a performance obligation over time if: • Your performance creates or enhances an asset that the customer controls as the asset is being created, or • Your performance does not create an asset with an alternative use to you and at least one of the following: • Customer receives a benefit as you perform each task; • Another entity would not need to re-perform the tasks performed to date if that other entity were to fulfill the remaining obligation to the customer, or • You have a right to payment for performance to date even if the customer could cancel the contract for convenience.
  19. 19. Over Time Revenue Recognition Methods1. Output method – Recognize on basis of units produced or delivered, contract milestones or surveys of goods or services transferred to date relative to the total.2. Input method – Recognize on basis of efforts expended to date (cost of resources consumed, labor hours expended, machine hours used) relative to total efforts to be expended.
  20. 20. Recap of Key Concepts• Fewer contracts may qualify for over time i.e. continuous transfer revenue recognition. Need to review contract terms closely.• You need to meet over time i.e. continuous transfer requirements to be able to recognize revenue on an incomplete asset.• Determine if you must account for change orders as separate contracts or modifications to existing contracts (and potentially new SPO).• The total transaction price is allocated to SPOs based on relative standalone selling prices.
  21. 21. Recap of Key Concepts• Contract cost have been divorced/separated from contract revenues therefore the new standard will address accounting for cost capitalization.• If cost capitalization rules were not added, many government contractors might incur negative margins in the early stages of contracts if performance obligation not yet met.• Changes to estimated future COST are not recognized immediately unless you expect a loss on the specific SPO.
  22. 22. Other Significant Items in Exposure Draft• Warranties – Account for a product warranty that related to quality assurance by accruing warranty cost of the time revenue is recognized rather than by deferring revenue. – A warranty is a SPO if: • Customer has option to purchase the warranty separately from the vendor, or • Warranty provides a service to customer in addition to assurance that the vendor‟s past performance occurred as specified in the contract.
  23. 23. What You Need to Do• Apply the proposed standard to your specific customer contracts to determine the impact. – It will be challenging to truly know the impact of this proposed guidance without applying it directly to your contracts and working through each of the principles.• Are your current internal controls and operating systems sufficient?• Budget and plan for training for your staff• Remember retroactive application• Will the new standard impact debt covenants?• Discuss with your tax preparer.
  24. 24. Resources• FASB Revised Proposed Accounting Standards Update – Revenue Recognition (Topic 605)• FASB In Focus –short 2-page summary of proposal• Accounting Research Manager – Short 17-page summary of the revised exposure draft• AICPA website – Interest Areas tab
  25. 25. Example – Long-term Contract• An entity enters into a contract to construct a facility or produce a product for a customer• Requires engineering (design), procurement and production activities• Design is specific to the customer‟s requirements and they are involved in specifying major elements• The entity procures materials and equipment as they are needed during production• Customer obtains control of materials and equipment as they are installed• Production is expected to take 3 years
  26. 26. Example – Long-term ContractHow would the entity recognize revenue?(Under current GAAP, combine all activities and apply percentage of completion or completed contract.)
  27. 27. Example – Long-term contractDesign services: Distinct? - Yes, contractor regularly sells design services separately. When do you recognize? - Over time as service is performed - The vendor‟s performance does not create an asset with an alternative use to the vendor AND the vendor has a right to payment for performance to date even if the customer could cancel the contract for convenience.
  28. 28. Example – Long-term ContractProcurement service: Distinct? - No, construction company doesn‟t regularly provide procurement services. Procurement is an activity that is necessary for the entity to obtain control of the promised materials and equipment. When do you recognize? - N/A
  29. 29. Example – Long-term ContractConstruction: Distinct? - Divide into separate performance obligations if the pattern of transfer of the good or service is different from the pattern of transfer of other promised goods or services in the contract, and the good or service has a distinct function. When do you recognize? - Recognize revenue for each performance obligation over time or with the passage of time when it is satisfied.
  30. 30. Leases – The Winding Road AheadA Review of Current and Proposed Lease Treatment Ken Conner, CPA Principal
  31. 31. Objectives• Review of current GAAP related to leases• Case study on Capital versus Operating Leases• Current Exposure Draft for Leases – – What is the objective – What are they proposing – How will it work• Examples of calculations
  32. 32. Leases – Current GAAP• Capital leases meet one or more of the following criteria: – 1) The lease conveys ownership to the lessee at the end of the lease term. – 2) The lessee has an option to purchase the asset at a bargain price at the end of the lease term. – 3) The term of the lease is 75% or more of the economic life of the asset. – 4) The present value of the rents, using the lessees implicit or incremental borrowing rate, is 90% or more of the fair market value of the asset.• Operating leases - All other leases
  33. 33. Leases – Current GAAP• Lessee’s incremental borrowing rate - The rate that, at the inception of the lease, the lessee would have incurred to borrow over a similar term the funds necessary to purchase the leased asset.• Interest rate implicit in the lease - The discount rate that, when applied to (i) the minimum lease payments, excluding that portion of the payments representing executory costs to be paid by the lessor, together with any profit thereon, and (ii) the unguaranteed residual value accruing to the benefit of the lessor, causes the aggregate present value at the beginning of the lease term to be equal to the fair value of the leased property to the lessor at the inception of the lease, minus any investment tax credit retained by the lessor and expected to be realized by him.
  34. 34. Why are FASB and IASB Looking at LeaseAccounting• Leasing is an important source of finance.• Provides users of financial statements with a complete and understandable picture of an entity‟s leasing activities.• The models also lead to a lack of comparability and undue complexity because of the sharp „bright-line‟ distinction between capital leases and operating leases.• A new approach to lease accounting that would ensure that assets and liabilities arising under leases are recognized in the statement of financial position. From FASB Exposure Draft Leases - August 17, 2010
  35. 35. Note from IASB and FASB• NEWS RELEASE 07/21/11- IASB and FASB Announce Intention to Re-Expose Leasing - July 21, 2011Commenting on the decision, Hans Hoogervorst, Chairman of the IASB said: “Although we have yet to conclude our deliberations on this project, the direction of travel indicates that there are aspects of our revised proposals that would benefit from additional input from interested parties.Leslie F Seidman, Chairman of the FASB, said: “During our discussions of the extensive comments we received on the exposure draft, the boards have reaffirmed the major change to lease accounting, which is to report lease obligations and the related right-to-use on the balance sheet. (emphasis added) However, the boards decided to make many other changes to address the comments made by stakeholders. The boards decided that, while we still have other matters to discuss, stakeholders would appreciate the opportunity to comment on the revised package of conclusions.”•
  36. 36. Capital or Operating – what is important? – When does the reader of the financial statements really care about lease obligations of any type? What is material? 15 year building lease that qualifies as operating Five year equipment lease that has a NPV of 75%, 80%, 89% – How is a three year lease obligation different from a three year note payable?
  37. 37. General Rules• Accelerated Method (current effective interest rate method) will be applicable for most equipment leases• Straight-Line Method (current operating lease accounting) will be applicable for most building/land leases – Exception – Accelerated method will be used for building/land leases if the lease term is a significant portion of the asset life
  38. 38. Determining the Line• In determining whether the lease life is significant when compared to the asset life the boards are presenting four options – (a) Determination based on the transfer of substantially all of the risks and rewards of ownership (Capital lease criteria) – (b) Determination based on whether the ROU asset represents the acquisition of a more than insignificant portion of the underlying asset. – (c) Determination based on the nature of the underlying asset. – (d) Determination based on the lessee‟s business purpose for entering into the lease arrangement.  Source IASB Agenda Paper 3D from June 13, 2012
  39. 39. Lessee Accounting - General“A lessee would recognize an asset (the right-of-use asset) representing its right to use an underlying asset during the lease term, and a liability to make lease payments. The lessee would amortize the right-of-use asset over the expected lease term or the useful life of the underlying asset if shorter. The lessee would incur interest expense on the liability to make lease payments.”  SOURCE: Exposure Draft and FASB LEASE UPDATES APRIL 2011
  40. 40. Does Not Apply To -• Short term leases – defined by FASB at its meeting of June 23, 2011 as, “A lease that, at the date of commencement of the lease, has a maximum possible term, including any options to renew, of 12 months or less.” (Emphasis added)• An entity can elect to treat short term leases on a right-to-use basis on a case-by-case basis• “Leases” covered elsewhere in GAAP – Leases with the right to explore for oil and minerals – Leases for intangibles – Leases for biological assets (i.e. timber or agricultural products)  SOURCE: Exposure Draft, minutes of June 23, 2011 FASB meeting
  41. 41. What Would It Do?• (a) A lessee would recognize an asset representing its right to use the leased („underlying‟) asset for the lease term (the „right-of-use‟ asset) and a liability to make lease payments.• (b) A lessor would recognize an asset representing its right to receive lease payments and, depending on its exposure to risks or benefits associated with the underlying asset, would either: – (i) recognize a lease liability while continuing to recognize the underlying asset (a performance obligation approach); or – (ii) derecognize the rights in the underlying asset that it transfers to the lessee and continue to recognize a residual asset representing its rights to the underlying asset at the end of the lease term (a derecognition approach).  SOURCE: Exposure Draft and FASB Lease Updates April 2011
  42. 42. Key Components to Measurement• Assets and liabilities recognized by lessees and lessors would be measured on a basis that: – (a) assumes the initial term of the lease and options to renew if there is an economic incentive to extend the lease term – (b) included fixed lease payments, variable payments that are effectively fixed payment and variable payments tied to a rate or index – (c) is updated when changes in facts or circumstances indicate that there would be a significant change in those assets or liabilities since the previous reporting period.  SOURCE: Exposure Draft and FASB LEASE UPDATES APRIL 2011
  43. 43. Key Components to Measurement• Other measurement notes – Don‟t change the interest rate on the original measurement unless there has been a significant change Election of option to renew Renegotiation of key lease terms• The lessee should allocate payments as follows: – If the purchase price of each component is observable, the lessee would allocate the payments on the basis of the relative purchase prices of individual components; – If the purchase price of one or more, but not all, of the components is observable, the lessee would allocate the payments on the basis of a residual method; or – If there are no observable purchase prices, the lessee would account for all the payments required by the contract as a lease.
  44. 44. Example A• Terms of the Lease – – Five year triple net operating lease at $48,000 in year one due on the first day of the month – Lease payments escalate at 3% per year with no contingent payments – Incremental borrowing rate is 7%
  45. 45. Example A• Record lease value – – Lease Rights $218,042 Lease Obligation $218,042• Entry to record payment in month two – – Lease Obligation $2,752 – Interest Expense $1,248 Cash $4,000• Entry to record „use‟ of lease property – Lease Amortization - $3,634 Accumulated Amortization $3,634
  46. 46. Renewal Options – Options to extend or terminate when there is a significant economic incentive to extend, or not to terminate the lease – Reassess only when there is a significant change in relevant factors  SOURCE: FASB LEASE UPDATES APRIL 2011
  47. 47. Transition• There is no grandfather clause.• Speculation is that there will be a long lead time to the effective date- (i.e. 2016).• Interest rate determined at the date of application.• Any prepaid or deferred rent at the date of application included in the amortization of lease rights.• Capital leases with no economic incentives to renew will use the carrying value established under capital lease treatment.
  48. 48. Consequences• How will lenders view the change in the short term? In the long term?• Raises EBITDA, by adding an interest component previously imbedded in operating leases• Raises „debt‟ obligation and debt to equity ratio• If we know what the numbers are, do the bankers and lawyers know what the documents say?• Will it make as much sense to use debt as leases in the future?  http://ublog.naiglobal.com/blog/2010/09/15/proposed-fasb-lease-accounting-changes- will-impact-sales-market/
  49. 49. Project StatusThe Boards have decided to re-expose their proposed standard• The Boards released an exposure draft in the fourth quarter of 2012• Revised exposure draft expected in fourth quarter 2012• Assuming a 2013 final standard, the earliest effective date is likely 2016
  50. 50. Reference Sources• Lease Update – Most current (August 1, 2012) – http://www.fasb.org/cs/ContentServer?c=FASBContent _C&pagename=FASB%2FFASBContent_C%2FProjec tUpdatePage&cid=900000011123#summary• Original Exposure Draft – http://www.fasb.org/cs/BlobServer?blobcol=urldata&bl obtable=MungoBlobs&blobkey=id&blobwhere=117582 1125393&blobheader=application%2Fpdf
  51. 51. Annual Tax Seminar2012 Decosimo Tax Seminar• October 30th• Chattanooga Convention Center• $99 | Eligible for up to 8 hours of CPE• Register or learn more: – www.decosimo.com/taxseminar2012
  52. 52. Connect with Me H. Kennedy (Ken) Conner, CPA Principal – North Alabama Development 423.756.7100 kenconner@decosimo.com On LinkedIn: http://www.linkedin.com/in/kenconner Disclaimer: The contents of this presentation are for informational purposes only. The information is not intended to be a substitute for professional accounting counsel. Always seek the advice of your accountant or other financial planner with any questions you may have regarding your financial goals or specific situations.
  53. 53. Connect with Me Robert Belcher, CPA Assurance Principal 423.756.7100 robertbelcher@decosimo.com On LinkedIn: http://www.linkedin.com/pub/robert- belcher/26/200/516 DISCLAIMER: The contents and opinions contained in this presentation are for informational purposes only. The information is not intended to be a substitute for professional accounting counsel. Always seek the advice of your accountant or other financial planner with any questions you may have regarding your financial goals.