1 FSA Faculty Consortium Technical Accounting Update Bob Uhl, partner, Deloitte & Touche LLP Deloitte University May 30, 2014
2 Acronyms Acronym ASC ASU ED FASB IASB IFRS U.S. GAAP Full Form Accounting Standards Codification Accounting Standards Update Exposure Draft Financial Accounting Standards Board International Accounting Standards Board International Financial Reporting Standards Generally Accepted Accounting Principles in the United States 1
5 Revenue Recognition Keys FASB and IASB standards substantially converged Scope Applies to an entity s contracts with customers Comprehensive guidance replaces industry guidance Some transfers of nonfinancial assets (e.g., PP&E or intangible assets) that do not meet the definition of a business Effective: 2017 for public companies/ 2018 for private companies No early adoption under US GAAP 4 4
6 Revenue Recognition Overview Core principle: Recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration the entity expects to be entitled in exchange for those goods or services Identify the contract with a customer (Step 1) Unit of acct Measurement Recognition Identify the performance obligations in the contract (Step 2) Determine the transaction price (Step 3) Allocate the transaction price to performance obligations (Step 4) Recognize revenue when (or as) the entity satisfies a performance obligation (Step 5) This revenue recognition model is based on a control approach which differs from the risks and rewards approach applied under current U.S. GAAP. 5 5
7 Revenue Recognition Step 1: Identifying the Contract Step 1 Step 2 Step 3 Step 4 Step 5 A legally enforceable contract (oral or implied) must meet all of the following requirements: The parties have approved the contract and are committed to perform The entity can identify the payment terms for the goods or services to be transferred The entity can identify each party s rights regarding goods or services The contract has commercial substance It is probable the entity will collect the consideration to which it will be entitled in exchange for the goods or services that will be transferred to the customer A contract will not be in the scope if: 6 The contract is wholly unperformed AND Each party can unilaterally terminate the contract without compensation 6
8 Revenue Recognition Step 2: Identifying Performance Obligations The ASU defines a performance obligation as a promise to transfer to the customer a good or service (or a bundle of goods or services) that is distinct. Identify all (explicit or implicit) promised goods and services in the contract Are promised goods and services distinct from other goods and services in the contract? CAPABLE OF BEING DISTINCT Can the customer benefit from the good or service on its own or together with other readily available resources? AND DISTINCT IN CONTEXT OF CONTRACT Is the good or service separately identifiable from other promises in the contract? Step 1 Step 2 Step 3 Step 4 Step 5 YES NO 7 Account for as a performance obligation Combine 2 or more promised goods or services & reevaluate 7
9 Revenue Recognition Step 3: Determining the Transaction Price Step 1 Step 2 Step 3 Step 4 Step 5 Principle: The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer (which excludes estimates of variable consideration that are constrained). Transaction price shall include Fixed consideration Variable consideration (estimated and potentially constrained) Noncash consideration Adjustments for significant financing component Adjustments for consideration payable to customer Transaction price does NOT include effects of customer credit risk 8 8
10 Revenue Recognition Step 4: Allocating the Transaction Price Step 1 Step 2 Step 3 Step 4 Step 5 Allocate transaction price on a relative standalone selling price basis (estimate standalone selling price if not observable). Expected cost-plus margin method, adjusted market assessment method, or residual method (only if price is highly variable or uncertain) are acceptable. Allocate consideration (and changes) in the transaction price to all performance obligations (based on initial allocation) unless a portion of (or changes in) the transaction price relate entirely to one (or more) obligations and certain criteria are met. What if don t have an observable price for the distinct elements? Estimate them anyway! 9 9
11 Revenue Recognition Step 5: Recognizing Revenue Evaluate if control of a good or service transfers over time, if not then control transfers at a point in time. An entity satisfies a performance obligation over time if The customer receives and consumes the benefit as the entity performs. (e.g., cleaning service) Performance creates or enhances a customer OR controlled asset. (e.g., home addition) Step 1 Step 2 Step 3 Step 4 Step 5 Performance does not create an asset with an alternative use and the entity has both an enforceable right to payment for performance completed OR to date and expects to fulfil contract as promised
12 Revenue Recognition Step 5: Recognizing Revenue (cont d) For performance obligations satisfied at a point in time, indicators that control transfers include, but are not limited to, the following: The entity has a present right to payment. The customer has legal title. The entity has transferred physical possession. The customer has the significant risks and rewards of ownership. Replaces completion of the earnings process The customer has accepted the asset
13 Revenue Recognition Disclosures Disclosures About Contracts with Customers Disaggregation of revenue Information about contract balances Remaining performance obligations Information about performance obligations Disclosures about Significant Judgments and Estimates Other Required Disclosures 12 Description of significant judgments Transaction price, allocation methods and assumptions Policy decisions time value of money & costs to obtain a contract Contract costs 12
14 Revenue Recognition Implementation Issues Unit of account: Measurement: Recognition: Presentation: Determining distinct Estimating stand-alone selling prices Allocating using portfolios Determining point in time vs over time When does control pass Gross vs. Net Interim disclosures Joint Transition Resource Group to address issues Will implementation be converged? 13
15 Lease Accounting
16 Leases Project What s in and What s Out Scope Generally similar to current U.S. GAAP Excludes leases to explore for/use nonregenerative resources, leases of biological assets, and leases of intangible assets Short-term leases Lease term of 12 months or less (changed from ED) Elective in nature by underlying asset class Accounted for in a manner similar to today s operating leases Small-Ticket Lease Considerations Applying lease accounting at a portfolio level Explicit materiality requirement exception Recognition and measurement exemption for small-ticket leases X? 15
17 Leases Project Lessee Accounting - Initial Measurement OVERVIEW: Most leases on balance sheet (similar to today s capital leases) Introduces the right-of-use (ROU) asset approach under which a lessee records in the balance sheet: ROU asset right to use the leased asset Lease liability obligation to make lease payments (PV of lease payments) Income Statement Treatment? Type A Finance lease Amortization & interest expense Type B Operating lease Straight line rent expense 16
18 Leases Project Lessee Accounting Subsequent Measurement ROU asset & Income Statement Boards are not converged on the subsequent measurement: FASB Approach Dual-model approach a lessee would consider the guidance in IAS 17 when determining if a lease should be classified as Type A or Type B Type A Lease Consistent with today s capital leases - expense will be front-loaded Type B Lease Expense will be recorded on a straight-line basis Impairment: Refer to existing standards (ASC 360) Lease liability Amortized cost: Use the effective interest method IASB Approach Single-model approach a lessee would account for all leases as a financed purchase of the ROU asset [Type A] 17
19 Leases Project Lessor Accounting Model Will retain existing lessor accounting with minimal changes: Classification criteria would be consistent with IAS 17 Type A lease: generally consistent with today s salestype/direct-finance leases Type B lease: generally consistent with today s operating leases Differing views on recognizing dealer profit for sales-type leases: FASB view: upfront recognition of manufacturer's profit would be precluded if control of asset is not transferred to lessee IASB view: manufacturer's profit, if any, should be recognized upfront 18
20 Leases Project Lease Classification CLASSIFICATION CRITERIA Would account for as a Type A lease when the lease Transfers ownership by end of lease term; Includes a purchase option that the lessee is reasonably certain to exercise; or There is a transfer of substantially all of the risks and rewards of ownership of the asset If it is not conclusive that all of the risks and rewards incidental to asset ownership are transferred, then the asset would be classified as a Type B lease. Although the evaluation is similar to current U.S. GAAP, items to consider include: Land and other elements would evaluated separately unless the land element is clearly immaterial. This may result in more bifurcation of real estate leases than current U.S. GAAP. The bright-line rules in current U.S. GAAP would be eliminated. 19
21 Leases Project Lease Term, Renewals, and Reassessment Lease term Defined as Noncancelable period + period(s) for which it is reasonably certain* that the lessee will exercise renewal (or termination) options. When determining which options to include, lessees and lessors would consider those for which lessee has an economic incentive to renew Reasonably certain is a high threshold substantially the same as reasonably assured in existing U.S. GAAP Reassessment requirements Lessees would be required to reassess lease term upon the occurrence of a significant event or change in circumstances under the control of the lessee Lessors would not be required to reassess lease term 20
22 Leases Project Lease Payments included in lease obligation Fixed lease payments Include lease payments that are to be made over the lease term Variable payments only if Residual value guarantees In-substance fixed payments Payments based on index or rate (FASB decided that amounts are not subsequently updated) Lessees would include the difference between expected and guaranteed residual value Purchase/termination options Treated in a manner consistent with the accounting for renewal options 21
23 Leases Project Lease Modifications Lessee Lessor Modifications resulting in a new lease Recognize the lease modification as a new lease, separate from the original lease Modifications that do not result in a new lease If the modification (1) expands the scope of the original lease or (2) results in a change to the lease consideration only, the lessee would use the updated lease payments and discount rate to revise the liability and ROU asset. If the modification reduces the scope of the original lease, the lessee would adjust the lease liability, a proportionate amount of the ROU asset, and recognize any difference as a gain/loss. For a Type A lease, the lessor would use the guidance in ASC 310 to determine how to account for changes in the lease receivable. For a Type B lease, the lessor would account for the modified lease as a new lease. Modifications result in a new lease when they (1) grant the lessee an additional ROU asset and (2) the additional ROU is at-market 22
24 Leases Project Other Issues Lease definition/ Small ticket items Discount rate Lease and non-lease components Lease modifications Residual value guarantees Subleases Sale and leaseback transactions Presentation & disclosure Cost-benefit, transition & effective date Leveraged leases (FASB only) Private company and not-for-profit issues (FASB only) 23
25 Leases Project Operational and Implementation Challenges Systems New systems requirements Identification lease arrangements and capturing relevant data Changes to internal controls Business Changes Compliance with debt covenants Educating analysts Lease vs. buy decisions Financial Reporting Increased judgments Right-of-use assets will need to be evaluated for impairment Tax complexities Increased disclosures 24
26 Financial Instruments
27 Financial Instruments Project Overview High Level Overview: Impacts a broad range of instruments: Investments in debt and equity securities, loans, derivatives, trade A/R and A/P, debt liabilities and nonmarketable equity investments Comprised of three major components: 1. Classification and Measurement 2. Impairment 3. Hedge Accounting Joint project but boards have taken different approaches and are on different timelines 26
28 Financial Instruments Classification and Measurement - History FASB Issued a proposed ASU (2/13). Proposed- Assets: similar to current classifications but based on (a) cash flow characteristics and (b) business model. IASB Issued IFRS 9 (11/12). Assets: Classification (FVNI, FVOCI, Amortized Cost) based on (a) cash flow characteristics and (b) business model. Objectives of Both Proposals Replace the various classification and measurement models under current guidance with a single approach. Increase convergence between the FASB and IASB models. 27 Copyright Deloitte Deloitte Development LLC. All All rights reserved.
29 Financial Instruments Classification and Measurement Original Proposal Classify a financial asset into one of three categories: amortized cost, FV-OCI, or FV-NI (default) Cash flow test (requirement for AC/FVOCI): the contractual terms of the instrument give rise to cash flows that are solely payments of principal and interest [SPPI] If not SPPI = FVNI Equity investments would generally be accounted for at FVNI Business Model: 3 distinct business models under which assets may be held and managed: Hold-to-collect (Amortized cost) Hold-and-sell (FVOCI) Neither of the above (FVNI) 28
30 Financial Instruments Classification and Measurement Recent Decisions FASB Retained existing guidance in U.S. GAAP on classifying and measuring investments in debt securities and loans Possible amendments: Instrument-specific credit risk on financial liabilities for which a fair value option has been elected would be recognized in OCI rather than in NI All equity instruments at FVNI Finalize by end of 2014? IASB Is finalizing its amendments to IFRS 9 based on the SPPI contractual cash flow and business model tests. Introduced FV-OCI category The IASB expects to finalize this project in the second quarter of
31 Financial Instruments Impairment Explore alternative to incurred loss model: July 2009 Financial Crisis Advisory Group Report Existing GAAP delays recognition of losses associated with financial instruments (incurred loss model). Explore possibilities of incorporating more forward-looking information Expected Loss Models. Reduce complexity stemming from multiple models: Current response FASB model: Recognize all (lifetime) expected losses IASB model: Recognize some (12 months) expected credit losses until significant threshold is met, then recognize lifetime expected credit losses. 30
32 Financial Instruments Impairment FASB s Proposed CECL Model Single Impairment Model Generally applies to all financial instruments, except those measured at fair value through profit or loss Also applies to loan commitments, financial guarantees, lease receivables, and trade receivables Information Set Includes historical loss experience, current conditions, and reasonable and supportable forecasts of future conditions. Must incorporate the time value of money and the risk of loss (best estimate not permitted) Special Considerations Purchased credit-impaired assets would also apply the CECL model, but would be treated differently with respect to interest income recognition. 31
33 Financial Instruments Impairment CECL Model F/S Impact Current Expected Credit Loss (CECL) Model Recognition of expected credit losses Balance Sheet At the date of origination/acquisition, an impairment allowance is recognized equal to the amount of current expected credit losses (i.e., the total amount of contractual cash flows not expected to be collected is recognized on Day 1 through earnings). Income Statement Other than for PCI assets (which uses a gross up approach), the initial recognition of the impairment allowance would be recognized through earnings. Subsequent changes in the impairment allowance (both positive and negative) would be recognized through earnings; reversal of impairment is permitted. Write off Direct Write-off When the entity has no reasonable expectation of future recovery.. 32
34 Financial Instruments Impairment Other Considerations Topic Considerations Measurement When determining the contractual cash flows and the life of the financial asset, an entity would consider prepayments, but generally not extensions, renewals, or modifications (unless it expects to complete a TDR). Revert to historical loss average experience for future periods beyond which the entity is able to make reasonable and supportable forecasts. The estimate should incorporate the time value of money. An entity would be permitted to use a variety of methods to develop an estimate of current expected credit losses (DCF, loss-rate methods, provision matrix, etc.) Recognition Although an entity s estimate must always reflect the risk of loss, an entity would not be required to recognize an allowance if the loss given default would be zero (e.g., due to collateral). FV-OCI Assets The CECL model applies to FVOCI assets. However, for such assets, an entity need not record an allowance greater than the difference between the amortized cost of the asset and its fair value (i.e., fair value floor). 33
35 Financial Instruments Other Impairment Issues: Possible changes to measurement principle Relevance of trouble-debt restructurings No non-accrual guidance Application to different sets of financial assets Scope related issues Disclosures 34
36 Other agenda items/ Future Agenda
37 Other Active FASB projects Issued (or soon will be) Discontinued operations Development stage entities Repurchase agreements PCC standards EITF Working on Disclosure framework Board s decision process Entity s decision process/ Standards Consolidation: Principle vs. Agent Goodwill for public companies Going concern Government assistance Statement of cash flows 36
38 What s FASB s future agenda? Potential projects Foundational Conceptual Framework Recognition, Measurement, Presentation, Disclosure Financial statement presentation Simplification Liabilities & Equities Hedge accounting Narrow Issues International Advise IASB 37
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