Key Highlights of 2010 Exposure Draft on Leases by FASB and IASB

Valentine Ejiogu, Director, CFO Consulting Partners

Late last year, the FASB and IASB released an exposure draft on the proposed new accounting standard, Topic 840. This will be the first significant change in lease accounting since FAS 13 was released in 1976.

If finalized, the exposure draft would converge FASB’s and IASB’s accounting for lease contracts in most significant areas. The few remaining differences pertain mostly to discrepancies with other existing standards.

Companies would face significant changes in how they account for leasing transactions if the exposure draft is adopted. For example, today if a company enters into a multi-year year lease for premises, the lease payments would normally be expensed evenly over the life of the lease. If the exposure draft is adopted, that lease would be capitalized, which would result in amortization and interest expense, with more interest expense recognized in the early years and less in the remaining years. Therefore, the Company’s income statement will suffer in the early years. Further, lease expense, which is now normally considered operating expense and which is included in EBITDA, would be shown after the EBITDA line.

Lessees would be required to perform significantly more monitoring and recordkeeping, particularly for leases currently classified as operating leases. Lessees will also need to apply lease requirements to all outstanding leases as of initial application (comparative periods would need to be restated). Lessees will need to apply the proposed transition requirements to leases currently accounted for as operating leases.
All leases are to be capitalized. That is, all leases would result in asset and liability recognition. There is no exclusion from capitalization for short-term leases; though the Boards will permit leases with a total maximum lease term of 12 months or less to be capitalized at the undiscounted value of the rents. The exposure draft proposes the lessee recognize an asset for right to use the leased asset and a liability of its obligations to make future payments and in addition, amortization of the right-to-use asset and finance expense arising from the liability.
The interest rate used for present valuing the rents and recognizing interest expense is the incremental borrowing rate, except that the “the rate the lessor charges the lessee” may be used if known. This is referred to as the implicit rate, which must now include contingent rents.

Definition of a Lease

A lease is a contract in which the right to use a specified asset (the underlying asset) is conveyed, for a period of time, in exchange for a consideration.

At the date of inception of a contract, an entity shall determine whether the contract is, or contains, a lease on the basis of the substance of the contract by assessing whether:

• The fulfillment of the contract depends on providing a specified asset or assets (the underlying asset); and
• The contract conveys the right to control the use of a specified asset for an agreed period of time
• The proposed requirements would affect any entity that enters into a lease, except that they would not apply to:
• Leases of intangible assets
• Leases to explore for or use minerals , oil, natural gas, and similar non regenerative resources
• Leases of biological assets
• Certain service components of leases
• Contracts that represent a purchase or sale of an underlying asset.

Impact on Accounting by Lessees

The following are the major differences for lessees in the new exposure draft:

• Cash payments for leases are considered financing activities in the statement of cash flows
• Existing operating leases will be capitalized by present valuing the remaining rents as of the date of application. Lessees will adjust the right-of -use asset for any existing deferred/prepaid rent liability or asset.
• Similar to FAS 13, the liability is amortized using the interest method; the asset is amortized like other property, plant and equipment. Interest and depreciation expense are reported separately from other interest and depreciation, but in the same place on the income statement. Lease expenses would no longer be recognized on a straight line basis, but rather replaced by amortization and interest expense.
• Initial direct costs are to be added to the asset to be depreciated over the life of the lease.

The exposure draft provides that lessee disclosure in the financial statements should include:

• Description of leasing activities, including assumptions and judgments for valuing contingent rentals, sale and leaseback transactions and information about significant future leases.
• A reconciliation of opening and closing balances for right-of-use assets and lease liabilities.
• A maturity analysis of future rents, by year for 5 years and all remaining years combined. Minimum lease payments are to be separated from contingent rentals, termination penalties and residual guarantees.
• Initial indirect costs incurred during the reporting period.

Impact on Accounting for Lessors

The 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

• Recognize a lease liability while continuing to recognize the underlying asset (performance obligation approach) or
• Derecognize the rights in the underlying asset that it transfers to the lessee and continue to recognize a residual asset representing its right to the underlying asset at the end of the lease term. (Derecognition approach).

The derecognition approach is similar to the current accounting for sales-type leases under GAAP. However, the amount of the upfront profit recognized, as well as the measurement of the lease receivable and the residual asset, may be different from that recognized under the sales-type lease.

Effective Date

The Boards are yet to determine the effective date.

For questions, please contact Valentine Ejiogu at Valentine.Ejiogu@cfoconsultingpartners.com or call Valentine at (609) 309-9307, x706.

IT Financial Management

Joe Barkley, Director, CFO Consulting Partners LLC

Information Technology (IT) is the second largest cost – after Human Resource – to most firms. It is often misunderstood and can be ineffectively managed. IT is a business within the business, and it has significant bottom and top line impact.

Chief Financial Officers (CFOs) may regard IT as a “black box:” difficult to fully comprehend exactly which technologies are worth spending money on and how to properly utilize them. Firms and management can be enticed by the latest technology because it looks slick without understanding the full capabilities and controls involved.

Ask a CFO who is responsible for the management of the IT costs and the answer is usually the Chief Information Officer (CIO), or some equivalent position. While it is imperative that the CIO have a say in IT budgeting, the CFO has ultimate control and must be involved in IT cost management as well.

There is need for adequate, effective, and efficient control process for all aspects of IT. When fully implemented, each IT process needs to include budgeting, financial reporting and accounting, capital budgeting, project management, program management, acquisition approval,and control of IT procurement of equipment, services and personnel. This is in addition to the management of the IT specific facilities such as data centers, operations centers, and ancillary facilities. This financial control needs effective benchmarking and measurement to both internal and external standards.

The development of a successful, well-managed IT Financial Management program is a multi- phase process. Along the development path, there must be a controlled and logical progression of steps and decisions. Start by identifying all of the IT costs, resources, and effective reporting on those activities. This is not a trivial task. Progress reports on what is learned should be provided to Senior Management in a consistent and routine manner because numbers should and will change as more information is discovered.

Move on to budgeting, both operational and capital, including approval and authorization processes. Get control of the maintenance activities and costs, and the personnel approval processes for both internal and external resources. Consider building a specific set of job classifications for IT units and functions.

Continue building the IT control and management processes, measurements, and reporting phase by phase until there is a comprehensive program. The detailed program should be understood and reviewed by the firm’s senior management, who should have adequate authority and resources in the IT function to sustain the operation.

Remember the adage from Lou Gerstner, “Sooner is better than perfect.” Resist the temptation to jump to a sophisticated strategic prioritization process until the organization is mature enough to do it right.

CFO Consulting Partners specializes in developing and fixing these functions and processes. We can parachute in and have “wingtips on the ground” within days and begin to understand, listen, and build. Contact us to see how we can help improve the financial management of your firm’s Information Technology.

Impairment Testing

Impairment Testing: How does US GAAP Differ from IFRS

Due to the current economic conditions, more entities will be looking at the value of long-lived assets they are holding and recognizing that possible impairment may be imminent.

This article looks at the differences in impairment testing for long-lived assets with limited life between Generally Accepted Accounting Principles (US GAAP) and International Financial Reporting Standards (IFRS). Little attention has been paid to the differences in impairment testing between GAAP and IFRS.

Significant differences in the testing for potential impairment of long-lived assets with limited life may lead to earlier impairment recognition under IFRS. The key distinction between the impairment testings, is the use of a two-step model under GAAP that begins with undiscounted cash flows, compared with the one-step model used under IFRS, which considers recoverability of the asset value from the application of an entity-specific discounted cash-flow or a fair value measure. This distinction may make a significant difference between an asset being impaired or not.

Long-lived assets include purchase of assets such as brands that are assigned a limited life. Under GAAP, the undiscounted cash flows of the long-lived assets will be considered to see if there is impairment.

Impairment under FASB ASC, 350 is not likely, since the original purchase price was determined using discounted cash flows under FASB ASC, 805.

Impairment of Long-Lived Assets with limited life.

GAAP
Requires a two step impairment model:
Step 1: The asset carrying amount is first compared with the undiscounted cash flows it is expected to generate. If the carrying amount is lower than the undiscounted cash flows, no impairment loss is recognized and step 2 is not necessary. If the carrying amount is higher than the undiscounted cash flows then step 2 quantifies the impairment loss.
Step 2: An impairment loss is measured as the difference between the carrying amount and fair value.

IFRS
Requires a one step impairment model
The carrying amount of the asset is compared with the recoverable amount (which is the higher of an asset’s fair value less costs to sell and its value in use.), with any excess of recoverable amount over carrying amount representing the impairment loss. The fair value is the amount obtainable from the sale of an asset in an arm’s length transaction between knowledgeable, willing parties. Value in use of an asset is the discounted present value of the future cash flows expected to arise from the continuing use of an asset, and from the disposal at the end of its useful life.

Long-Lived Assets with limited life: Impairment Testing Compared
Step 1 of the GAAP testing, the comparison of the carrying value of the assets to its undiscounted expected cash flows, inevitably results in a lower level of occurrence of impairment losses for long-lived assets under GAAP than under IFRS.

Negative Goodwill

In December 17, 2010, the FASB issued Accounting Standards Update No. 2010-28, Intangibles-Goodwill and Other (Topic 350): When to Perform Step 2 of the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts (a consensus of the FASB Emerging Issues Task Force).

Background
Under Topic 350 on goodwill and other intangible assets, testing for goodwill impairment is a two-step test. When a goodwill impairment test is performed (either on an annual or interim basis), an entity must assess whether the carrying amount of a reporting unit exceeds its fair value (Step 1). If it does, an entity must perform an additional test to determine whether goodwill has been impaired and to calculate the amount of that impairment (Step 2). The objective of this Update is to address questions about entities with reporting units with zero or negative carrying amounts because some entities concluded that Step 1 of the test is passed in those circumstances because the fair value of their reporting unit will generally be greater than zero. As a result of that conclusion, some constituents raised concerns that Step 2 of the test is not performed despite factors indicating that goodwill may be impaired. The amendments in this Update do not provide guidance on how to determine the carrying amount or measure the fair value of the reporting unit.

How New Pronouncement Differs From Current US GAAP
The amendments in this Update modify Step 1 of the goodwill impairment test for reporting units with zero or negative carrying amounts. For those reporting units, an entity is required to perform Step 2 of the goodwill impairment test if it is more likely than not that a goodwill impairment exists. In determining whether it is more likely than not that goodwill impairment exists, an entity should consider whether there are any adverse qualitative factors indicating that impairment may exist. The qualitative factors are consistent with the existing guidance and examples in paragraph 350-20-35-30, which requires that goodwill of a reporting unit be tested for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount.

The amendments in this Update modify Step 1 of the goodwill impairment test for reporting units with zero or negative carrying amounts. As a result, current GAAP will be improved by eliminating an entity’s ability to assert that a reporting unit is not required to perform Step 2 because the carrying amount of the reporting unit is zero or negative despite the existence of qualitative factors that indicate the goodwill is more likely than not impaired. As a result, goodwill impairments may be reported sooner than under current practice.

Effective Dates
For public entities, the amendments in this Update are effective for fiscal years, and interim periods within those years, beginning after December 15, 2010. Early adoption is not permitted.

For nonpublic entities, the amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. Nonpublic entities may early adopt the amendments using the effective date for public entities.

Business Combinations
On December 21, 2010, the FASB issued Accounting Standards Update No. 2010-29, Business Combinations (Topic 805): Disclosure of Supplementary Pro Forma Information for Business Combinations (a consensus of the FASB Emerging Issues Task Force).

Objective
The objective of this Update is to address diversity in practice about the interpretation of the pro forma revenue and earnings disclosure requirements for business combinations.

Paragraph 805-10-50-2(h) requires a public entity to disclose pro forma information for business combinations that occurred in the current reporting period. The disclosures include pro forma revenue and earnings of the combined entity for the current reporting period as though the acquisition date for all business combinations that occurred during the year had been as of the beginning of the annual reporting period. If comparative financial statements are presented, the pro forma revenue and earnings of the combined entity for the comparable prior reporting period should be reported as though the acquisition date for all business combinations that occurred during the current year had been as of the beginning of the comparable prior annual reporting period. In practice, some preparers have presented the pro forma information in their comparative financial statements as if the business combination that occurred in the current reporting period had occurred as of the beginning of each of the current and prior annual reporting periods. Other preparers have disclosed the pro forma information as if the business combination occurred at the beginning of the prior annual reporting period only, and carried forward the related adjustments, if applicable, through the current reporting period

Amendments
The amendments in this Update specify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only.

The amendments in this Update also expand the supplemental pro forma disclosures under Topic 805 to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business Combination included in the reported pro forma revenue and earnings

Effective Date
The amendments in this Update are effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010.

Marc P. Palker, CMA, Director of CFO Consulting Partners, LLC Nominated to the Global Board of Directors of the Institute of Management Accounts

November 18, 2010 Princeton, New Jersey

CFO Consulting Partners LLC (“CFO”) is proud to announce the nomination of Marc P. Palker, CMA to the Global Board of Directors of the Institute of Management Accountants (“IMA”). Marc joined CFO CFO Consulting in March 2010 as a Director and expanded the firm’s reach to Long Island. He is currently handling clients in the not for profit, distribution, manufacturing, and real estate sectors.

Marc has a long and successful resume within IMA. Over his 35 year tenure as a member of the organization, he has been President of both the Long Island Chapter and the Metro New York Regional Council. In 1994-95, he served as National Vice President, and in addition to serving on the Board of Directors, he was a member of the Executive Committee. Marc has served on numerous national committees, and is currently on the Program Committee for the June 2011 Annual Conference. He has also chaired numerous national committees. This will be Marc’s fifth time on the IMA’s Board of Directors. He will be officially elected at the annual meeting in Orlando, Florida in June 2011 at the Annual Meeting which takes place at its Annual Conference. His term will commence on July 1, 2011 and expire on June 30, 2013.

In addition to the IMA, Marc is the Executive Vice President of the Accountant/Attorney Networking Group which meets monthly on Long Island.

The Impact of BSA/AML Challenges on Chief Financial Officers

Along with spiking the demand for capital and prioritizing the focus on balance sheets, the global financial crisis has spawned a “Perfect Storm” for Bank Secrecy Act compliance and money laundering risks. As CFOs struggle to preserve capital and manage costs of capital, BSA/AML failures can result in significant unbudgeted costs. An inherent consequence of these failures is negative publicity. The prospects of unbudgeted, significant expenses and the potential increased costs of obtaining capital during a period of reputational challenge are worthy of senior management’s attention.

The “Perfect Storm” consists of prosecutorial challenges, regulatory challenges and the challenges of the tracking the Dodd-Frank Wall Street Reform and Consumer Protection Act.

Prosecutorial risks are being driven by a significant increase in criminal investigations. In November 2009 President Obama issued an Executive Order that created the Financial Fraud Enforcement Task Force to investigate criminal activities that contributed to the credit crises. This is the broadest coalition of law enforcement, investigatory and regulatory agencies ever assembled to pursue financial crimes. The number of criminal subpoenas served on financial institutions will increase as a result. Each criminal subpoena tests the effectiveness of your company’s AML Program.

The regulatory challenge consists of heightened regulatory priorities relating to BSA/AML compliance. In 2010 FINRA issued its new FINRA Rule 3310 on money laundering and released its “Updated Small Firm Template” relating to AML Programs. In its 2010 Annual Examination Priorities Letter LIMRA identified fraud detection and anti-money laundering as priorities; and, announced the formation of an “Office of Fraud Detection and Market Intelligence”.

The Federal Financial Institutions Examination Council released its updated BSA/AML Examination Manual in April 2010 that includes several significant updates and additions regarding regulatory expectations for AML Programs.

The Dodd-Frank law has been estimated to require regulators to create 242 rules, conduct 67 studies and issue 22 periodic reports. It requires a GAO study to determine the need for a self-regulatory agency for private funds to be completed within a year.

The law also provides the SEC with the authority to pay whistle blowers millions of dollars for information regarding misconduct by registered firms. This has immediate implications for registered hedge funds.

We have once again entered into a period of high risk for BSA compliance and money laundering.

The unbudgeted costs of non-compliance and accompanying publicity challenges raise this issue to the executive and board levels.

CFO Consulting Partners has the knowledge, skills and ability to assist your company during this heightened risk environment.

Contact us to explore what we can do for you.

CFO Consulting Partners in the News

First National Bank of Chester County (West Chester, PA): Eric Segal was recently named the Interim CFO and Principal Accounting Officer for this $1.3 billion bank. Some of Eric’s principal roles are to restate and/or issue applicable SEC reports (such as 10-Q’s, 10-K’s) and to produce documents that meet certain bank regulatory requirements. First Chester is in the process of merging with Tower Bancorp. “Being an interim CFO for a company in the process of being acquired is a typical role provided by CFO Consulting Partners,” says Eric. See http://www.implu.com/releases/2010/20100304/37637/implu_viewer for more information.

NYS Society of CPAs (NYSSCPAs): Allan Tepper has been named Chairman of the Banking Committee of the NYSSCPAs for the 2010/2012 years. Allan has been a member of the NYSSCPAs for over 25 years and a Banking Committee member since 2008. Please visit http://viewer.zmags.com/publication/5fb9dae8#/5fb9dae8/8 for more information.

Financial Executives Networking Group: Marc Engel has been named Chairman of the Internal Audit Special Interest group. He was previously Chairman of the Litigation Services Committee at the New York State Society of CPAs. See http://www.crainsnewyork.com/article/20100328/FREE/303289992 for more information.

AccountingWeb: Marc Palker has recently written an article, “A day in the Life of an Interim CFO” that was published in the AccountingWeb.com. Marc covers such topics as SEC reporting, cash management, and biggest challenges. See http://www.accountingweb.com/topic/accounting-auditing/day-life-interim-cfo for more information.

Accountant/Attorney Networking Group: On Thursday October 14, 2010, Marc Palker was elected Executive Vice President of this group. This is a networking group for Accountants and Attorneys. See http://accountantattorneynetworking.com/ for more information.

Dodd-Frank Wall Street Reform and Consumer Protection Act

As most of our readers know, The Dodd-Frank Wall Street Reform and Consumer Protection Act was signed by President Obama on July 21, 2010. This financial reform will introduce a myriad of changes to financial regulation, which raises the question: what are the implications of this act to You?

Many articles have been written, but the three following links provide what CFO Consulting Partners believes is a comprehensive examination by three organizations dedicated to the needs of financial and banking executives.

In the opinion of Allan Tepper, Chairman of the Banking Committee of the NYSSCPAs and co-founder of CFO Consulting Partners LLC, the Act should help avoid a similar banking crisis, and is thus a net plus to our financial system and, by extension, to our economy. However, regulations alone cannot replace the exercise of sound judgment on the part of bank officers whose vision may sometimes become clouded by the profit motive.

Financial Executives International

The Trusted Professional Professional, a newspaper published by the NYS Society of CPAs

New Jersey Banker Fall 2010 Issue, pg. 20

Who We Are

CFO Consulting Partners LLC is a boutique financial management consulting firm that specializes in working with small to midsized public and private companies to provide accounting and risk management services.