Navigating tariffs and trade: The power of foreign trade zones

For over four years the business community has been discussing the impact Accounting Standards Codification (ASC) 606, Revenue from Contracts with Customers, will have on financial reporting. As you evaluate the impact this standard will have on a manufacturers’ financial reporting practices, there are certain provisions of ASC 606 you should consider.

Then: Prior to ASC 606, manufacturers generally recognize revenue when persuasive evidence of an arrangement exists, delivery has occurred, the fees are fixed or determinable, and collection is reasonably assured. For most, this typically occurs when a product ships and the title to the product transfers to the customer.

Now: Under ASC 606, effective for annual reporting periods beginning after December 15, 2018 for non-public entities (December 15, 2017 for public entities), an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Under this core principle, an entity should:

1. Identify its contracts with its customers,
2. Identify performance obligations (promises) in the contract,
3. Determine the transaction price,
4. Allocate the transaction price to the performance obligations in the contract; and
5. Recognize revenue when (or as) the entity satisfies the performance obligation. 

Who does it impact, and how?

For some manufacturers, ASC 606 will not impact their financial reporting practices since they satisfy their performance obligation when the product is shipped and the title has transferred to the customer. However, entities who manufacture highly specialized products may be required to recognize revenue over time if the entity’s performance creates an asset without an alternative use to the entity, and the entity has an enforceable right to compensation for performance completed to date.

Limitations

To determine if a product has an alternative use, the entity must assess whether it is restricted contractually from redirecting the asset for another use during production, or if there are practical limitations on the entity’s ability to redirect the product for another use. A contractual limitation must be substantive for it to be determined to not have an alternative use, e.g., the customer can enforce rights for delivery of the product. A restriction is not substantive if the product is largely interchangeable with other products the entity could transfer between customers without incurring a significant loss.

A practical limitation exists if the entity’s ability to redirect the product for another use results in significant economic losses, either from significant rework costs or having to sell the product at a loss. The alternative use assessment should be done at contract inception based on the product in its completed state, and not during the production process. Therefore, the point in time during production when a product becomes customized and not generic is irrelevant. If it is determined there is no alternative use, the entity has satisfied this criterion and must evaluate its enforceable right to compensation for performance completed to date.

Definitions and Distinctions

ASC 606 defines a contract as “an agreement between two or more parties that creates enforceable rights and obligations”. Accordingly, the definition of a contract may include, but not be limited to, a Purchase Order, Agreement for the Sale of Goods, Bill of Sale, Independent Contractor Agreement, etc. In applying this definition to business operations and revenue recognition, an entity must consider its individual business practices, and possibly individual customer arrangements in determining enforceability.

Once it is determined that the entity has an enforceable right to a payment, the amount of payment must also be considered. The amount that would “compensate” an entity for performance to date should be the estimated selling price of the goods or services transferred to date (for example, recovery of costs incurred plus a reasonable profit margin) rather than compensation for only the entity’s potential loss of profit if the contract were to be terminated. Accordingly, a payment that only covers the entity’s costs incurred to date or for the entity’s potential loss of profit if the contract was terminated does not allow for the recognition of revenue over time.

Compensation for a reasonable profit margin need not equal the profit margin expected if the contract was fulfilled as promised. Once the “enforceable right to compensation for performance completed to date” requirement has been met, an entity will then assess the appropriate method of recognizing revenue over a period of time using input or output methods, as provided under ASC 606.

For manufacturers of highly specialized products there may not be a simple answer for determining appropriate revenue recognition policies for each customer contract and evaluating the impact can be a challenging endeavor.

Next steps

If you would like guidance in analyzing the impact ASC 606 will have on a manufacturer’s financial reporting practices, including the potential impact it may have on bank covenants, borrowing base calculations, etc., please contact one of our dedicated commercial industry practice professionals.
 

In a closely held business, ownership always means far more than business value. Valuing your business will put a dollar figure on your business (and with any luck, it might even be accurate!). However, ownership of a business is about much more than the “number.” To many of our clients, ownership is about identity, personal fulfillment, developing a legacy, funding their lifestyle, and much more. What does business ownership mean to you? In our final article in this series, we are going to look at questions around what ownership means to different people, explore how to increase business value and liquidity, and discuss the decision of whether to grow your business or exit—and which liquidity options are available for each path. 

While it may seem counterintuitive, we find that it is best to delay the decision to grow or exit until the very end of the value acceleration process. After identifying and implementing business improvement and de-risking projects in the Discover stage and the Prepare stage (see below), people may find themselves more open to the idea of keeping their business and using that business to build liquidity while they explore other options. 

Once people have completed the Discover and Prepare stages and are ready to decide whether to exit or grow their business, we frame the conversation around personal and business readiness. Many personal readiness factors relate to what ownership means to each client. In this process, clients ask themselves the following questions:

• Am I ready to not be in charge?
• Am I ready to not be identified as the business?
• Do I have a plan for what comes next?
• Do I have the resources to fund what’s next? 
• Have I communicated my plan?

On the business end, readiness topics include the following:

• Is the team in place to carry on without me?
• Do all employees know their role?
• Does the team know the strategic plan?
• Have we minimized risk? 
• Have I communicated my plan?

Whether you choose to grow your business or exit it, you have various liquidity options to choose from. Liquidity options if you keep your business include 401(k) profit sharing, distributions, bonuses, and dividend recapitalization. Alternatively, liquidity options if you choose to exit your business include selling to strategic buyers, ESOPs, private equity firms, management, or family. 

When it comes to liquidity, there are several other topics clients are curious about. One of these topics is the use of earn-outs in the sale of a business. In an earn-out, a portion of the price of the business is suspended, contingent on business performance. The “short and sweet” on this topic is that we typically find them to be most effective over a two- to three-year time period. When selecting a metric to base the earn-out on (such as revenue, profit, or customer retention), consider what is in your control. Will the new owner change the capital structure or cost structure in a way that reduces income? Further, if the planned liquidity event involves merging your company into another company, specify how costs will be allocated for earn-out purposes. 

Rollover equity (receiving equity in the acquiring company as part of the deal structure) and the use of warrants/synthetic equity (incentives tied to increases in stock price) is another area in which we receive many questions from clients. Some key considerations:

• Make sure you know how you will turn your rollover equity into cash.
• Understand potential dilution of your rollover equity if the acquiring company continues to acquire other targets. 
• Make sure the percentage of equity relative to total deal consideration is reasonable.
• Seller financing typically has lower interest rates and favorable terms, so warrants are often attached to compensate the seller. 
• Warrants are subject to capital gains tax while synthetic equity is typically ordinary income. As a result, warrants often have lower tax consequences.
• Synthetic equity may work well for long-term incentive plans and for management buyouts. 

We have found that through the value acceleration process, clients are able to increase business value and liquidity, giving them control over how they spend their time and resources.

If you are interested in learning more about value acceleration, please contact the business valuation services team. We would be happy to meet with you, answer any questions you may have, and provide you with information on upcoming value acceleration presentations. 

What are the top three areas of improvement right now for your business? In this third article of our series, we will focus on how to increase business value by aligning values, decreasing risk, and improving what we call the “four C’s”: human capital, structural capital, social capital, and consumer capital.

To back up for a minute, value acceleration is the process of helping clients increase the value of their business and build liquidity into their lives. Previously, we looked at the Discover stage, in which business owners take inventory of their personal, financial, and business goals and assemble information into a prioritized action plan. Here, we are going to focus on the Prepare stage of the value acceleration process.

Aligning values may sound like an abstract concept, but it has a real world impact on business performance and profitability. For example, if a business has multiple owners with different future plans, the company can be pulled in two competing directions. Another example of poor alignment would be if a shareholder’s business plans (such as expanding the asset base to drive revenue) compete with personal plans (such as pulling money out of the business to fund retirement). Friction creates problems. The first step in the Prepare stage is therefore to reduce friction by aligning values.

Reducing risk

Personal risk creates business risk, and business risk creates personal risk. For example, if a business owner suddenly needs cash to fund unexpected medical bills, planned business expansion may be delayed to provide liquidity to the owner. If a key employee unexpectedly quits, the business owner may have to carve time away from their personal life to juggle new responsibilities. 

Business owners should therefore seek to reduce risk in their personal lives, (e.g., life insurance, use of wills, time management planning) and in their business, (e.g., employee contracts, customer contracts, supplier and customer diversification).

Intangible value and the four C's

Now more than ever, the value of a business is driven by intangible value rather than tangible asset value. One study found that intangible asset value made up 87% of S&P 500 market value in 2015 (up from 17% in 1975). Therefore, we look at how to increase business value by increasing intangible asset value and, specifically, the four C’s of intangible asset value: human capital, structural capital, social capital, and consumer capital. 

Here are two ways you can increase intangible asset value. First of all, do a cost-benefit analysis before implementing any strategies to boost intangible asset value. Second, to avoid employee burnout, break planned improvements into 90-day increments with specific targets.

At BerryDunn, we often diagram company performance on the underlying drivers of the 4 C’s (below). We use this tool to identify and assess the areas for greatest potential improvements:

By aligning values, decreasing risk, and improving the four C’s, business owners can achieve a spike in cash flow and business value, and obtain liquidity to fund their plans outside of their business.

If you are interested in learning more about value acceleration, please contact the business valuation services team. We would be happy to meet with you, answer any questions you may have, and provide you with information on upcoming value acceleration presentations.

Editor’s note: Read this if your organization is an entity with significant lease transactions with terms greater than a year.  

Updated: June 2020

The new Accounting Standards Codification Topic 842 (ASC 842) lease accounting standard is actually not that new. The Financial Accounting Standards Board (FASB) first released the standard in 2016 but, due to a series of delays, it hasn’t been required yet. Even with delays, some organizations have already started to implement ASC 842. They include:

1. Public business entities
2. Not-for-profits that have issued or are conduit bond obligors for securities traded, listed, or quoted on an exchange or an over the-counter market

All other entities will start implementing for fiscal years starting after December 15, 2021 and internal periods within fiscal years beginning after December 15, 2022 (January 1 for calendar reporting periods).

Here’s a quick rundown of the lease classifications and how they’ll impact your financial statements.  

Classifying leases

Under the new standards, leases fall into one of two classifications: finance leases and operating leases. This classification makes all the difference in how leases are reported in the financial statements. 

Finance lease

A finance lease essentially treats an asset as if it were purchased by the lessee and financed with funds from the lessor. This prevents companies from hiding financial obligations that are basically liabilities. ASC 842 requires leases to be classified as finance leases if they meet any of the following five criteria:

1. The lease transfers ownership of the underlying asset to the lessee by the end of the lease term.
2. The lease grants the lessee an option to purchase the underlying asset that the lessee is reasonably certain to exercise.
3. The lease term is for the major part of the remaining economic life of the underlying asset. However, if the commencement date falls at or near the end of the economic life of the underlying asset, this criterion shall not be used for purposes of classifying the lease.
4. The present value of the sum of the lease payments and any residual value guaranteed by the lessee that is not already reflected in the lease payments in accordance with paragraph 842-10-30-5(f) equals or exceeds substantially all of the fair value of the underlying asset.
5. The underlying asset is of such a specialized nature that it is expected to have no alternative use to the lessor at the end of the lease term.

As you can see from the five criteria, finance leases are just purchase arrangements financed over time. ASC 842 is designed to reflect that and improve transparency for investors and other stakeholders.  

Operating lease

Any lease not meeting any of the above criteria is classified as an operating lease. 

No more off-book leases

One of the problems ASC 842 seeks to solve is “off-book” operating leases that show up only as notes on the balance sheet and cloud the debt ratios of companies. Under the new standards, both operating and finance leases will be reported on the balance sheet. The only exceptions are certain leases with terms of 12 months of less. 

Recording finance vs. operating leases

With both operating and finance leases reported on the balance sheet, what’s the difference between the two? The major difference is the way they are recorded on the income statement:

• Interest and amortization are recorded separately on the income statement for finance leases.
• Operating leases will report a single line item based on the lease payment. 
• Principal repayments for finance lease are classified as financing activities.
• Payments on operating leases are classified as operating activities.

Next Steps 

Make sure you start by implementing for fiscal years starting after December 15, 2021 and internal periods within fiscal years beginning after December 15, 2022. If you have questions about finance or operating leases, or need help with the new standard, please don’t hesitate to contact the team. 

Download our lease classification infographic for a comparison of finance and operating leases under ASC 842.

Read this if you are a City/County Administrator, Building Official, Community Development Director, Planning Director, Development Services Manager or work with customers providing a service for a fee.

Planning and development service fees are, for many municipalities, often discussed but rarely changed. There are a number of reasons you might need to consider or defend your fee structure―complaints from developers, rising costs of operation, and changes in code or process are just a few. 

But when is the right time for a formal review of your service fees? There are several key organizational factors that should prompt an in-depth study of your fees, either internally or with the assistance of an objective advisor. It may be time for an update if:

• You’re considering a new permitting system. New technology may streamline your workflows, simplify processes for your customers, or necessitate changes in your staffing. All of these secondary changes can impact the cost of your services. In addition, if you’re anticipating significant changes to your fee structure or methodology (e.g., moving to full cost recovery), you’ll want to configure your new system to support that going forward.
• You have an enterprise development fund. Development fees are collected to cover the cost of providing a service. The methodology you use to charge fees should be based on defensible formulas that can withstand the scrutiny of your customers and cover the cost to provide the service. In addition, reserve funds should be adequate to ensure your development service is funded through the completion of the project. 
• The regulations in your municipality are changing. Perhaps your organization is moving to a unified or form-based code or making changes to the International Building or Fire Codes. Changes in the process and requirements for development may require a reevaluated fee structure.
• It’s been a while. Even if your organization is not experiencing any significant or sweeping change, small shifts can accumulate over the years, resulting in significant fee adjustments that may be tough for you to implement and for your customers to understand. Periodically reviewing service demand and benchmarking your individual fees against those of neighboring communities can help to avoid sticker shock.

If any of these scenarios sound familiar, you may want to consider a fee review, which may consist of benchmarking against similar jurisdictions. Not sure what level of review your organization needs? Our dedicated government consultants include former planners and community development leaders who have walked in your shoes and can talk through the considerations with you.