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Oh What a Relief – FASB Makes Changes to the New Lease Standard!

By: George M. Wilson, SEC Institute

 

On November 29, 2017, after input from many constituents, an exposure draft and extensive consideration, the FASB decided to make several changes to its new lease accounting standard (ASC 842) to provide transition relief and make certain other changes. As you can read in this Media Advisory the Board announced their conclusions in advance of posting details on their website.

 

According to the Media Advisory, the FASB decided to issue a proposed ASU to make changes to ASC 842, including:

 

            Comparative Financial Statements in Transition

The proposal will include adding a transition option to allow companies to not provide comparative period financial statements with adoption. Instead, the transition provisions of the leases standard would be applied at its effective date, that is the most recent period presented only.

           

            Lessor accounting for separation of non-lease components from lease components

The proposal will also include adding a practical expedient that would permit lessors to not separate non-lease components from the related lease components if certain conditions are met. This practical expedient would be elected by a class of underlying assets, and if elected, would require incremental disclosures.

 

            Land Easements

The FASB decided to proceed with the issuance of a final ASU that provides an optional transition practical expedient for land easements that are not currently accounted for using existing lease guidance under ASC 840. Companies would not have to reconsider accounting for these land easements. This new standard will also clarify that after its effective date companies would use the new standard to evaluate new and modified land easements.

 

 

The FASB plans to make the details of the meeting available on their website within a week, so stay tuned!

 

As always, your thoughts and comments are welcome!

 

 

How Much Does the New RevRec Model Increase Disclosures?

By: George M. Wilson, SEC Institute

You have likely heard much about how adopting ASC 606 will substantially increase the volume of disclosures about revenue recognition. The new disclosure requirements include a number of qualitative disclosures including information about performance obligations, estimates and related issues. They also include a significant number of new quantitative disclosure requirements, including disaggregated information about revenues.

Here, courtesy of General Dynamic, one of the early adopters of ASC 606, is an interesting example. This example compares the disclosures in General Dynamics’ Form 10-Q for March 31, 2016 using old GAAP to the disclosures in their first Form 10-Q using new GAAP, the quarter ended March 31, 2017.

In their Form 10-Q for the first quarter of 2016 (Old GAAP) General Dynamic’s revenue disclosures were comprised of the following three items:

  1. The top line of the income statement:

 

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  1. This accounting policy:

Revenue Recognition. We account for revenue and earnings using the percentage-of-completion method. Under this method, contract costs and revenues are recognized as the work progresses, either as the products are produced or as services are rendered. We estimate the profit on a contract as the difference between the total estimated revenue and expected costs to complete a contract and recognize that profit over the life of the contract. If at any time the estimate of contract profitability indicates an anticipated loss on the contract, we recognize the loss in the quarter it is identified.

We review and update our contract-related estimates regularly. We recognize changes in estimated profit on contracts under the reallocation method. Under the reallocation method, the impact of a revision in estimate is recognized prospectively over the remaining contract term. The net impact of revisions in contract estimates on our operating earnings (and on a diluted per-share basis) totaled favorable changes of $104 ($0.22) and $63 ($0.12) for the three-month periods ended April 3, 2016, and April 5, 2015, respectively. No revisions on any one contract were material to our unaudited Consolidated Financial Statements in the first quarter of 2016 or 2015.

  1. These operating segment disclosures:

 

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Compare that with these disclosures from the first Form 10-Q after General Dynamics adopted ASC 606, that is the first quarter of 2017:

 

  1. REVENUE

The majority of our revenue is derived from long-term contracts and programs that can span several years. We account for revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers, which we adopted on January 1, 2017, using the retrospective method. See Note Q for further discussion of the adoption, including the impact on our 2016 financial statements.

Performance Obligations. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer, and is the unit of account in ASC Topic 606. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The majority of our contracts have a single performance obligation as the promise to transfer the individual goods or services is not separately identifiable from other promises in the contracts and, therefore, not distinct. For contracts with multiple performance obligations, we allocate the contract’s transaction price to each performance obligation using our best estimate of the standalone selling price of each distinct good or service in the contract. The primary method used to estimate standalone selling price is the expected cost plus a margin approach, under which we forecast our expected costs of satisfying a performance obligation and then add an appropriate margin for that distinct good or service.

Our performance obligations are satisfied over time as work progresses or at a point in time. Revenue from products and services transferred to customers over time accounted for 70 percent and 73 percent of our revenue for the three-month periods ended April 2, 2017, and April 3, 2016, respectively. Substantially all of our revenue in the defense groups is recognized over time. Typically, revenue is recognized over time using an input measure (e.g., costs incurred to date relative to total estimated costs at completion) to measure progress. Contract costs include labor, material, overhead and, when appropriate, G&A expenses.

Revenue from goods and services transferred to customers at a single point in time accounted for 30 percent and 27 percent for the three-month periods ended April 2, 2017, and April 3, 2016, respectively. The majority of our revenue recognized at a point in time is for the manufacture of business-jet aircraft in our Aerospace group. Revenue on these contracts is recognized when the customer accepts the fully outfitted aircraft.

On April 2, 2017, we had $60.4 billion of remaining performance obligations, which we also refer to as total backlog. We expect to recognize approximately 30 percent of our remaining performance obligations as revenue in 2017, an additional 45 percent by 2019 and the balance thereafter.

Contract Estimates. Accounting for long-term contracts and programs involves the use of various techniques to estimate total contract revenue and costs. For long-term contracts, we estimate the profit on a contract as the difference between the total estimated revenue and expected costs to complete a contract and recognize that profit over the life of the contract.

Contract estimates are based on various assumptions to project the outcome of future events that often span several years. These assumptions include labor productivity and availability; the complexity of the work to be performed; the cost and availability of materials; the performance of subcontractors; and the availability and timing of funding from the customer.

The nature of our contracts gives rise to several types of variable consideration, including claims and award and incentive fees. We include in our contract estimates additional revenue for submitted contract modifications or claims against the customer when we believe we have an enforceable right to the modification or claim, the amount can be estimated reliably and its realization is probable. In evaluating these criteria, we consider the contractual/legal basis for the claim, the cause of any additional costs incurred, the reasonableness of those costs and the objective evidence available to support the claim. We include award or incentive fees in the estimated transaction price when there is a basis to reasonably estimate the amount of the fee. These estimates are based on historical award experience, anticipated performance and our best judgment at the time. Because of our certainty in estimating these amounts, they are included in the transaction price of our contracts and the associated remaining performance obligations.

As a significant change in one or more of these estimates could affect the profitability of our contracts, we review and update our contract-related estimates regularly. We recognize adjustments in estimated profit on contracts under the cumulative catch-up method. Under this method, the impact of the adjustment on profit recorded to date is recognized in the period the adjustment is identified. Revenue and profit in future periods of contract performance is recognized using the adjusted estimate. If at any time the estimate of contract profitability indicates an anticipated loss on the contract, we recognize the total loss in the quarter it is identified.

The impact of adjustments in contract estimates on our operating earnings can be reflected in either operating costs and expenses or revenue. The aggregate impact of adjustments in contract estimates increased our revenue and operating earnings (and diluted earnings per share) by $72 and $50 ($0.11) for the three-month period ended April 2, 2017, and $68 and $58 ($0.12) for the three-month period ended April 3, 2016, respectively. No adjustment on any one contract was material to our unaudited Consolidated Financial Statements for the three-month periods ended April 2, 2017, and April 3, 2016.

Revenue by Category. Our portfolio of products and services consists of over 10,000 active contracts. The following series of tables presents our revenue disaggregated by several categories.

 

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Each of these contract types presents advantages and disadvantages. Typically, we assume more risk with fixed-price contracts. However, these types of contracts offer additional profits when we complete the work for less than originally estimated. Cost- reimbursement contracts generally subject us to lower risk. Accordingly, the associated base fees are usually lower than fees earned on fixed-price contracts. Under time-and-materials contracts, our profit may vary if actual labor-hour costs vary significantly from the negotiated rates. Also, because these contracts can provide little or no fee for managing material costs, the content mix can impact profitability

 

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Contract Balances. The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables (contract assets), and customer advances and deposits (contract liabilities) on the Consolidated Balance Sheet. In our defense groups, amounts are billed as work progresses in accordance with agreed-upon contractual terms, either at periodic intervals (e.g., biweekly or monthly) or upon achievement of contractual milestones. Generally, billing occurs subsequent to revenue recognition, resulting in contract assets. However, we sometimes receive advances or deposits from our customers, particularly on our international contracts, before revenue is recognized, resulting in contract liabilities. These assets and liabilities are reported on the Consolidated Balance Sheet on a contract-by-contract basis at the end of each reporting period. In our Aerospace group, we generally receive deposits from customers upon contract execution and upon achievement of contractual milestones. These deposits are liquidated when revenue is recognized. Changes in the contract asset and liability balances during the three-month period ended April 2, 2017, were not materially impacted by any other factors.

Revenue recognized for the three-month periods ended April 2, 2017, and April 3, 2016, that was included in the contract liability balance at the beginning of each year was $1.7 billion and $1.4 billion, respectively, and represented primarily revenue from the sale of business-jet aircraft.

 

The incremental length of the new disclosures is startling enough, but as you read the details about how the new model applies to General Dynamics and the significant amount of detail in the quantitative disclosures you can get a sense for how the new model increases the information available to investors!

 

Our next post will do this same process for a service business.

 

As always, your thoughts and comments are welcome!

More ASC 606 Comments from CorpFin

By: George M. Wilson

In this October post we reviewed comment letters that early adopters of the new revenue recognition model in ASC 606 received from CorpFin. The comments focused on issues surrounding the judgments this new principles-based model requires along with the related disclosures.

 

Another company, CBOE holdings, has joined the group of early adopters and in an August comment letter received these comments:

 

Financial Statements

  1. Organization and Basis of Presentation, page 6

Please explain to us how you determined that rebates paid to customers in accordance with published fee schedules should not be accounted for as a reduction of the transaction price. Refer to ASC 606 – 10 – 32 – 25 to 32 – 27.

  1. Revenue Recognition, page 8

We note your disclosure that you recognize revenue for certain services over time. Please tell us how you considered the requirements in ASC 606 – 10 – 50 – 13 to 50 – 15 to disclose information about remaining performance obligations or application of optional exemptions.

The same themes, explaining the judgments in applying the new principles and robust disclosure, come through in these comments and can help inform all of us as we implement the new standard.

 

As always, your thoughts and comments are welcome!

 

Visit SECI at AICPA’s “Current SEC & PCAOB Developments” Conference in D.C. Next Week!

SEC Institute is delighted to be participating in this year’s AICPA Conference “Current SEC & PCAOB Developments” being held December 4-6 in Washington, D.C.

SECI will be hosting the luncheon on Monday, December 4th and will have a display table in the exhibit hall.

Please join us for lunch on Monday and remember to stop by our table to enter your name in the raffle for a FREE ticket to a 2018 SECI Workshop or Forum of your choice. One ticket will be drawn each day.

 

We look forward to seeing you next week at the Marriott Wardman Park Hotel in Washington, D.C.

Form 10-K – Master the Requirements and Improve Disclosures

 

Form 10-K requirements and disclosures are undoubtedly challenging. Attend live program, Form 10-K In-Depth Workshop being held November 30-December 1 in San Francisco and December 11-12 in New York. Interactive discussions and exercises will enhance your understanding of each item, with particular focus given to the Management’s Discussion & Analysis (MD&A) section. The workshop leader will Review in detail each Form 10-K item and examine current FASB and SEC disclosure initiatives.

https://www.pli.edu/Content/Form_10_K_In_Depth_Workshop_2017/_/N-1z10od7Z4k?ID=290550

The New Auditor’s Report – A Done Deal with an Impact This Year!

By: George M. Wilson & Carol A. Stacey

 

On October 23, 2017, the SEC formally approved the PCAOB’s new Auditor’s Reporting Standard, now AS 3101. The final PCAOB standard was submitted to the SEC for approval on July 19 and published in the Federal Register on July 28.

 

The new standard takes effect in two phases:

 

The first phase adds information to and modifies the format of the auditor’s report and is effective for audits of periods ending after December 15, 2017, this calendar year end. This change applies to all reporting companies.

 

The second phase, which adds information about critical audit matters (CAMs) to the auditor’s report, does not apply to EGC’s, and is effective:

For audits of large accelerated filer for fiscal years ending on or after June 30, 2019

For audits of all other companies to which the requirements apply for fiscal years ending on or after December 15, 2020.

 

The new Auditor’s Report requirements that will be effective this year, for periods ending after December 15, 2017, include these modifications:

 

  • Auditor tenure – a statement disclosing the year in which the auditor began serving consecutively as the company’s auditor;
  • Independence – a statement regarding the requirement for the auditor to be independent;
  • Addressee – the auditor’s report will be addressed to the company’s shareholders and board of directors or equivalents (additional addressees are also permitted);
  • Amendments to basic elements – certain standardized language in the auditor’s report has been changed, including adding the phrase “whether due to error or fraud,” when describing the auditor’s responsibility under PCAOB standards to obtain reasonable assurance about whether the financial statements are free of material misstatement; and
  • Standardized form of the auditor’s report – the opinion will appear in the first section of the auditor’s report, and section titles have been added to guide the reader.

 

The second phase, with the later effective date, requires the auditor’s report to discuss critical audit matters, which are defined as:

 

“A matter that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the financial statements and

(2) involved especially challenging, subjective, or complex auditor judgment.”

 

Chair Clayton, in a statement about the new standard, said:

 

I would be disappointed if the new audit reporting standard, which has the potential to provide investors with meaningful incremental information, instead resulted in frivolous litigation costs, defensive, lawyer-driven auditor communications, or antagonistic auditor-audit committee relationships — with Main Street investors ending up in a worse position than they were before.

 

I therefore urge all involved in the implementation of the revised auditing standards, including the Commission and the PCAOB, to pay close attention to these issues going forward, including carefully reading the guidance provided in the approval order and the PCAOB’s adopting release

 

As a thought question, it will be interesting to see how a company’s disclosures of Critical Accounting Estimates will relate to the auditor’s discussion of Critical Audit Matters. More about this in our next post!

 

As always, your thoughts and comments are welcome!

 

Form 10-K – Master the Requirements and Improve Disclosures

Form 10-K requirements and disclosures are undoubtedly challenging. Attend live program, Form 10-K In-Depth Workshop being held November 9-10 in Las Vegas, November 30-December 1 in San Francisco and December 11-12 in New York. Interactive discussions and exercises will enhance your understanding of each item, with particular focus given to the Management’s Discussion & Analysis (MD&A) section. The workshop leader will Review in detail each Form 10-K item; examine current FASB and SEC disclosure initiatives.

https://www.pli.edu/Content/Form_10_K_In_Depth_Workshop_2017/_/N-1z10od7Z4k?ID=290550

Getting the Pay Ratio Disclosure Done Right!

As you may have heard, on September 21, 2017, Corporation Finance issued additional guidance about the new pay ratio disclosure and updated some of the existing C&DI’s. While many may have hoped that this requirement would be revised or eliminated, so far all indications are that we will see it in the next proxy season.

 

To help you with this challenging new rule, PLI will offer a One-Hour Briefing titled “Preparing for the New CEO Pay Ratio Disclosure — What You Need to Know” on October 25, 2017. It is at a special time, 4PM eastern.

 

As always, your thoughts and comments are welcome!

A Unique Workshop for Attorneys tasked with SEC Reporting

Many lawyers learn SEC reporting through on-the-job training that often is piecemeal at best. Attend SEC Reporting and Practice Skills Workshop for Lawyers January 11-12 in San Francisco with other 2018 dates and locations available. Develop a comprehensive and in-depth understanding of the structure, organization and details of the reporting requirements of the U.S. federal securities laws, including how to use the SEC’s online resources and all related sources of guidance.

https://www.pli.edu/Content/SEC_Reporting_and_Practice_Skills_Workshop/_/N-1z1011uZ4k?ID=320821