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Accounting for Federal Contractors
Barbara Morgan & Melissa Tarkett | June 15, 2016
http://blogs.aronsonllc.com/fedpoint/
2© 2016 | www.aronsonllc.com | www.aronsonllc.com/blogs |
Agenda
• Emphasis on Cost
• The “FAR”
• Types of Contracts
• Accounting Rules for Contractors
• Indirect Rate Calculation
• What is an “Approved” Accounting System?
• Policies & Procedures
• Acquisition Methods
• Contract Clauses
• Special Designations
• Tax Considerations
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Understanding Federal Contracting
It is all about “Cost”
4© 2016 | www.aronsonllc.com | www.aronsonllc.com/blogs |
Commercial Co. Income Statement % of Rev
Sales 3,965,350
Expenses:
Payroll 1,000,000 25.2%
Payroll Taxes 85,000 2.1%
Subcontractors 1,950,000 49.2%
Insurance 150,000 3.8%
Office Expenses 80,000 2.0%
Travel 10,000 0.3%
Legal Fees 25,000 0.6%
Rent 100,000 2.5%
Telephone/Internet 15,000 0.4%
Other expenses 154,850 3.9%
3,569,850
Net income 395,500 10.0%
Understanding Federal Contracting
5© 2016 | www.aronsonllc.com | www.aronsonllc.com/blogs |
Government Contractor Income Statement % of Cost
Revenue 3,965,350
Direct Expenses:
Labor 785,000
Subcontractors 1,850,000
Travel & Other Direct Costs 7,000 2,642,000
Indirect Expenses:
Fringe Benefits 455,900
Overhead 127,000
General & Adminstrative 319,450 902,350
Unallowable Expenses:
Interest 1,500
Miscellaneous 24,000 25,500
Total Cost 3,569,850
Net income 395,500 11.1%
Understanding Federal Contracting
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What is the FAR?
7© 2016 | www.aronsonllc.com | www.aronsonllc.com/blogs |
Federal Acquisition Regulations (FAR)
FAR 1.101 – Purpose
Federal Acquisition Regulations System
• Purpose
– codify and publish uniform policies and procedures for
acquisition
• Components of System
– Federal Acquisition Regulations (FAR)
– Agency Acquisition regulations
8© 2016 | www.aronsonllc.com | www.aronsonllc.com/blogs |
Federal Acquisition Regulations (FAR)
Principles
• Vision
– Deliver best products and services
– On a timely basis
– In the public’s interest
• Objectives
– Maximize use of commercial and product services
– Use contractors with a track record of success
• Past Performance
• Current superior ability
– Promote competition
– Minimize administrative costs
– Operate with Integrity, fairness, and openness
– Fulfill objectives of public policy
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Contract Types
• Fixed Price
• Time & Materials
• Cost Reimbursement
• Indefinite Delivery/Indefinite Quantity (IDIQ)
10© 2016 | www.aronsonllc.com | www.aronsonllc.com/blogs |
Fixed Price Contracts
• Used when performance risk is low
• Fixed Price Variations -
– Firm– no adjustment to price
– Economic adjustment– used to offset cost volatility
– Incentive – ultimate price determined by a formula based on
• Final costs
• Some performance metrics
• Contractor assumes risk of cost overruns
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Time & Material Contracts
• Not a fixed price contract
• Used when Contracting Officer (CO/KO) declares that no other
contract type is acceptable
• Labor hours billed @ fixed hourly rates including fee plus direct and
indirect costs
• Materials are at cost
• Labor hour contract – a T&M contract where the contractor delivers
no materials
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Cost Plus Contracts
• Used when performance risks are high
• Variations –
– Cost sharing – No fee and less than 100% of costs
– Cost Plus Fixed Fee – Fee stated at contract award
– Cost Plus Incentive Fee – Fee adjusted based on formula
involving actual costs
– Cost Plus Award Fee – Fee adjusted by judgmental evaluation of
contractor performance
• Government assumes risk of cost overruns
• Requires contractor to have an approved accounting system
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Indefinite Delivery/Indefinite Quantity (IDIQ)
• Variations -
– Definite quantity
– Requirements
– Indefinite quantity
• Used to maintain Government stock at minimum levels
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Contract Risk to Government
Fixed Price Labor Hrs T&M CPFF
ACCOUNTING REQUIREMENTS
RISE AS RISK TO GOVT RISES
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Accounting Rules for Contractors
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Government’s Primary Accounting Concerns
• Being overcharged
• Not being able to rely on your proposal estimates
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Specific Accounting Rules for Contractors
• Accrual accounting, Generally Accepted Accounting Principles
(GAAP)
• Job Costing
• Separation of Direct, Indirect and Unallowable Costs
• Consistency!
• Written policies and procedures
• Timekeeping
18© 2016 | www.aronsonllc.com | www.aronsonllc.com/blogs |
Government Contractor Accounting Concepts
• Direct – Costs to perform your contracts
• Indirect – Costs to support your labor force and back office
operations
• Unallowable – Costs that may not be factored into either direct or
indirect costs
• Project Accounting – Tracking costs by contract or task order
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Direct Costs
• Wages
• Subcontractors
• Materials
• Travel
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Indirect Costs - Also called “Pools”
Fringe– the costs to maintain a workforce
Overhead– the costs to support contracts, but not project specific
G&A– the residual costs to run a business
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Fringe Costs
• Typical Costs include:
– Labor cost of vacation, holiday, jury duty, etc.
– Health insurance, workers compensation
– FICA, FUTA, SUTA
– Relocation costs
– 401k Match
– Tuition reimbursement
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Overhead Costs
• Costs often include:
– Project management time that benefits multiple contracts
– Travel related to above
– Operating a regional office
– Training Labor time, course fees and travel costs
– Recruiting labor and placement fees
– Bonuses for direct employees
– A proportionate amount of shared facilities costs
– Cost for clearances or background checks
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G&A Costs
• Typical Costs include:
– Executive Staff salaries & bonuses
– Legal & Accounting fees
– Business Development (labor & travel)
– Proposal Costs (both labor and outside expenses)
– Internal Research and Development labor
– State (not federal) taxes
– Proportional share of facilities or shared costs
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Unallowable Costs
Costs that may not billed to the government, or factored into the rates
you charge to the government.
Costs may be deemed unallowable due to three factors:
• Expressly unallowable – per FAR 31.205
• Not allowable per your contract
• Unreasonable
**This is not an income-tax related term.
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Unallowable Costs
• Common examples
– Alcohol
– Sports Tickets
– Entertainment in general
– Company parties/picnics
– Logo items/”swag”
– Travel costs in excess of published limits
– Donations or gifts of any kind
– Excessive bonuses or salaries
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Indirect Rate Calculation
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Indirect Rates
• Get the math right!
• Do timesheets completely and assign cost to all labor hours or you
will rob yourself of cost recovery.
• Be consistent in classifying costs.
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Fringe Rate
Fringe Rate
Numerator:
Vacation 6000
Holiday 6000
Other paid leave 500
Health Insurance Cost 10000
FICA, FUTA, SUTA 15000
37500
Denominator:
Direct Labor 100000
OH Labor 5000
G&A Labor 12000
Bid & Proposal Labor 4000
121000
Rate 31%
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Overhead Rate
Overhead Rate
Numerator:
Overhead Labor 5000
Fringe on OH labor 1550
Employee Bonuses 1500
Recruiting Costs 1800
Training classes 1000
Share of Faciliites costs 2200
Travel 500
13550
Denominator:
Direct Labor 25000
Fringe on Direct Labor 7750
B&P Labor 4000
Fringe on B&P Labor 1240
37990
Overhead Rate 36%
30© 2016 | www.aronsonllc.com | www.aronsonllc.com/blogs |
G&A Rate
G&A Rate
Numerator:
G&A/Admin Labor 12000
Fringe on G&A Labor 3720
Legal/Accounting fees 6000
State Taxes 1000
Share of Rent & Facilities cost 6000
Business Development 4000
Travel 500
B&P Labor 4000
Fringe on B&P Labor 1240
OH on B&P Labor + Fringe 1729
40189
Denominator
Direct Labor 100000
Fringe on Direct Labor 30992
OH on Direct Labor 130991
Subcontractor Costs 150000
Other Direct Costs 5000
416983
G&A Rate 10%
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Wrap Rate
Wrap Rate hourly rate Wrap rate
Hourly Cost of Labor
Equals Annual Salary / 2080 50.00 1.00
Multiply by Fringe rate 15.50 0.31
Sum 65.50 1.31
Add together and multiply by OH rate 21.62 0.43
Sum 87.12 1.74
Add together and multiply by G&A Rate 8.71 0.17
This is break even hourly cost 95.83 1.92
8% desired profit 7.67 0.15
Total proposed rate 103.49 2.07
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“Approved” Accounting System
33© 2016 | www.aronsonllc.com | www.aronsonllc.com/blogs |
Defense Contract Audit Agency (DCAA)
DCAA Major Areas of Emphasis
• Business systems
• Management policies and procedures
• Accuracy and reasonableness of contractors’
– Forward pricing agreement
– Incurred cost submission
• Adequacy and reliability of records and accounting systems
• Contractor compliance with contractual provisions such as the Cost
Principles
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What is an “approved system”
• One that has been audited and tested by DCAA (or other authorized
agency).
• It is generally done before issuing you a Cost Reimbursable contract
• You can not request it, the CO/KO must make the request.
• It is fantastic if you pass the audit, so plan to be ready!
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What is an Accounting System?
• Includes:
– Your set up and use of your software
– Your written policies and procedures, which must incorporate
government contractor regulations
– Your adherence to your own policies.
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Policies and Procedures
37© 2016 | www.aronsonllc.com | www.aronsonllc.com/blogs |
Why Have Policies and Procedures?
• Clearly communicate business rules and procedures
• Promote and facilitate efficient operations
• Help mitigate against fraud or misappropriation
• Required by an independent auditor
• Part of a due diligence package
• Required for government contracting
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Required & Recommended Policies
• Timekeeping
• Billing Procedures
• Direct vs. Indirect Costs
• Composition of Indirect Costs
• Travel
• Unallowable Costs
• Compensation and Bonus
• Fixed Assets
• Budgeting and Indirect Rate Management
• Employee Manual
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Required & Recommended Policies
• Contract Management/Contract Briefs
• Accounts Payable
If needed:
• Subcontractors
• Purchasing
40© 2016 | www.aronsonllc.com | www.aronsonllc.com/blogs |
Policies and Procedures
• Each Policy and Procedure should explain:
– Purpose
• Control of costs
• Compliance with regulations
– Terminology
– Responsibilities
– Procedures to follow to ensure compliance
– Employee Training
– Self audit
• Must be compliant with company policies and
procedures.
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Timekeeping
• Employees enter time daily
• Enter all time worked
• Review and approval by supervisors or management
• Process for changing timesheets
• Train your employees
• Treatment of overtime
• Handling of violations
• Self-auditing
• Make sure is consistent with your employee handbook
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Travel and Per Diem
• Federal Travel Regulations (FTR)
• Joint Travel Regulations (JTR)
• Per Diem
• Lodging Per Diem
• MIE
• “Fly America”
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Acquisition Methods
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Government Acquisition Methods
• Simplified Acquisition
• Sealed Bid
• By Negotiation
• Consolidated Purchasing Vehicles
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Simplified Acquisition Methods
• Purpose: promote efficiency and reduce admin costs
• Purchases under $150,000
• Reserved for small businesses (provided 2 or more bidders)
• Must advertise purchases in excess $30,000 (www.fedbizopps.gov)
• Micro purchases – less than $3,000 (70 % of Govt Purchases)
– Not reserved for small businesses
– Competition not required
– Used with Credit Cards
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Sealed Bid
• Used for purchases that are specific, clear, and complete
• Invitation For Bid (IFB) includes
– Product or service description
– Bid instructions
– Conditions (delivery, payment, etc.)
• www.fbo.gov
• Sealed bids open in a public forum and awarded to lowest
responsive offeror
• Contract will be awarded as a Firm Fixed Price
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By Negotiation
• Any award other than sealed bid
• Used for highly technical products and services
• Usually used for acquisitions in excess of $150,000
• Used for sole source and competitive awards
• Trade off procedures for evaluation mean the award will not always
go to the lowest offer
• Request for Proposals (RFP’s) and Request For Quotations (RFQ’s)
• www.fbo.gov
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Consolidated Purchasing Vehicles
• Addresses common purchasing needs of multiple agencies
• Utilized to achieve economies of scale in administrative costs of
purchasing
• Negotiated by government with multiple vendors
• GSA Schedules and Government Wide Acquisition Contracts (G-
WAC’s)
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Contract Clauses with
Special Significance
50© 2016 | www.aronsonllc.com | www.aronsonllc.com/blogs |
Contract Clauses
FAR 52.216-7 – Cost and Payments Clause
• Defines costs that can be billed and frequency
• Establishes the requirement to prepare an incurred cost submission
• Establishes DCAA’s rights to audit costs
• Provides for the Quick Close Out Procedures (FAR 42.708(a))
FAR 52.232-22 – Limitations of Funds
• Requires the contractor to make a written notification
– 60 days in advance of reaching….
– 75 % of funded contract amount
• This protects the contractor’s right to stop work at the funded value
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Contract Clauses
FAR 52.242-3 – Penalties for Unallowable Costs
• Establishes Government’s right to assess and collect interest and
penalties on unallowable costs
• Interest runs from the time an unallowable cost was paid.
• Penalty for claiming expressly unallowable costs is one (1)x cost
costs.
• Penalty for claiming any cost previously deemed unallowable is
three (3)x costs
FAR 52.249-1 – Termination for Convenience (Fixed Price)
FAR 52.249-6 – Termination (Cost Plus)
– For Convenience
– For Cause
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Special Designations
53© 2016 | www.aronsonllc.com | www.aronsonllc.com/blogs |
Special Designations
• Part of small business programs designed to promote economic
growth
• Agencies set specific goals to award contracts to these categories
– 8A – Economically Disadvantaged
– Historically Underutilized Business Zone (HUBZone)
– Service Disabled Veteran Owned Businesses
– Women Owned Small Businesses
54© 2016 | www.aronsonllc.com | www.aronsonllc.com/blogs |
Special Designations
Rules of the program dictate the business owner qualifying for the
classification:
• Must own more than 50% of the company and have full decision
making authority;
• Actively manage both the overall plan and day to day activities of the
company;
• Be the highest ranking officer and the most highly paid employee;
• And have the experience, technical ability and managerial skills to
effectively run the business.
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Best Practices
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Best Practices
• Establish appropriate accounting systems and environment.
– Holistic approach
– Timely and correct billing
– Create bills directly from your system
– Keep high standards for timekeeping practices
– Monitor receivables, funding and billing provisions & limitations
– Follow your own policies !
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Best Practices
• Budgeting
– Continuous monitoring of expected vs actual results
– Manage costs that you can control
• Training
• Setting a good example from the top down.
• Establish ownership and authority for critical tasks
• Evaluate where you stand in comparison to firms of a similar size
and nature.
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Tax Considerations
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Tax Considerations
60© 2016 | www.aronsonllc.com | www.aronsonllc.com/blogs |
Tax Considerations
• Choice of Entity
• Owner-Employee Compensation
• Unallowable vs. Non-Deductible
• Vehicle Expenses
• Tax Planning – Cash is King
• Federal Research & Development Credit Eligibility
• D.C. Qualified High Technology Company Credit Eligibility
61© 2016 | www.aronsonllc.com | www.aronsonllc.com/blogs |
Tax Considerations – Choice of Entity
Sole
Proprietor-
ship
Partnership C -Corporation S -Corporation
Limited Liability
Company
Entity
Description
A sole
proprietorship
consists of one
individual who
carries on an
unincorporated
trade or business.
A partnership is an
organization having two
or more owners that
functions as a trade or
business.
A corporation is a
business entity that
carries its own legal
status, separate and
distinct from its
owners.
A corporation can elect to
be taxed as an S
Corporation by filing Form
2553. Only domestic
corporations with one class
of stock are eligible.
Additional restrictions
apply.
An LLC is a liability-limiting entity
formed under state law. It can be
treated as a disregarded entity,
partnership, or corporation for
federal income tax, depending on
the number of owners and certain
available elections.
Taxation Net profit or loss is
computed on
Schedule C and is
reported as income
or loss on the
owner’s Form
1040.
Partnership income and
expenses flow through
to the partners. Income
is taxed to the partner
whether or not
distributed. Pass-
through items retain
their character.
A C corporation pays
tax on its profits. A
distribution of profits to
shareholders usually
results in taxable
dividends (double
taxation).
S Corporation income and
expenses flow through to
the shareholders. Income is
taxed to the shareholder,
whether or not distributed.
Pass-through items retain
their character.
Same as partnership in this chart
for multi-member LLCs.
Wages & SE
Tax
The owner is
subject to 15.3%
SE tax for 2015 on
net earnings from
self-employment.
A general partner’s
share of business
income (including
guaranteed payments)
is subject to SE tax. A
limited partner’s share of
business income is not
subject to SE tax, unless
they perform services
for the partnership.
Shareholders who
perform services for a
corporation, including
officers, are treated as
employees (W-2).
Wages are subject to
payroll tax and
withholding. Wages
paid to employee-
shareholders must be
deemed reasonable.
An employee-shareholder
of an S Corporation
receives wages for services
rendered (W-2). These
wages must be deemed
reasonable. Additional
profits are pass through to
the shareholder and are
taxable for income tax
purposes, but not for SE
tax. Double tax avoided.
Profits are subject to income tax
in the same way as a partnership.
Member’s guaranteed payments
are subject to SE tax. Application
of SE tax to member’s share of
flow-through profit or loss is more
complicated than for partnerships.
Material participation concepts.
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Tax Considerations – Choice of Entity (continued)
Sole Proprietor-
ship
Partnership C -Corporation S -Corporation
Limited Liability
Company
Losses Businesses can offset
their income such as
interest, capital gains or
wages. Subject to
hobby, passive activity,
and “at-risk” limitations.
Losses flow through to
partners. Recognition of
loss by a partner is
limited by basis, at-risk,
and passive activity
rules.
Capital losses are allowed
only to the extent of capital
gains. Net operating loss
of a corporation is carried
back or forward against
corporate income, but is not
passed to shareholder.
Losses flow through to
shareholders.
Recognition of loss is
limited by the
shareholder’s basis, at
risk rules, and passive
activity rules.
Losses flow through to
members. Recognition of
loss by member is limited
by the member’s basis, at-
risk rules, and passive
activity rules.
Advantages/
Disadvantages
Advantages:
• Minimum legal
restrictions.
• Easy to form.
• Easy to discontinue.
• No corporate
formation to conduct
and document
• No additional tax
return to file.
Disadvantages:
• Unlimited liability
• May not bring in new
owners or outside
capital contributions.
• Income tax cannot
be deferred by
retaining profits.
• Lack of business
continuity
Advantages:
• A partnership
combines the skills
and/or financial
abilities of several
people.
• Easy to establish
• Terminations can
generally occur
without taxation.
Disadvantages:
• A partnership is
often easier to get
into than out of
• General partners are
liable for actions of
other partners.
• Sharing profits.
• Disagreements in
decision making.
Advantages:
• Limited liability
• Perpetual life
• Ability to raise capital
through issuance of
stock and stock options.
• Ease of transfer of
ownership.
Disadvantages:
• Double taxation
• Lack of availability of
marginal tax brackets
for professional corps
• Corporate charter
restricts types of
business activities.
• Subject to various state
and federal controls
• Liquidation gains
typically trigger tax.
Advantages:
• Limited liability
• Perpetual life
• Avoids double
taxation.
• Profits passed
through not subject
to SE tax.
• Ability to raise
capital by issuing
stock.
Disadvantages:
• Shareholders pay
tax on
undistributed
earnings.
• Ownership
limitations.
• Retirement
contribution limits
Advantages:
• Avoids certain S
Corporation restrictions
• Avoids double taxation.
• Disproportionate
distributions and
allocations of income
are possible.
Disadvantages:
• Inconsistent treatment
state to state
• Must have at least two
owners to be taxed as a
partnership
• Members pay tax on
undistributed earnings.
• Disagreements in
decision making.
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Tax Considerations – Owner-Employee Compensation
• S or C Corporation:
– Compensation must be reasonable.
– Wages paid through W-2, subject to withholding.
• Partnership or LLC:
– Guaranteed payment, no withholding.
• Distributions vs. Compensation
– IRS
– Basis
– Rates
64© 2016 | www.aronsonllc.com | www.aronsonllc.com/blogs |
Tax Considerations – Unallowable vs Non-Deductible
• Fully Deductible – Must meet Ordinary and Necessary Rules
– Company parties / picnics
– Logo items / swag
– Travel costs in excess of published limits
– Charitable contributions. Subject to income limitations
– Professional society dues
• 50% Deductible:
– Meals & Entertainment, includes alcohol
• Partially Deductible:
– Gifts ($25/person/year)
– Sports tickets (limited to face value)
– Skybox / Other luxury box (limited to face value of non-luxury seat)
65© 2016 | www.aronsonllc.com | www.aronsonllc.com/blogs |
Tax Considerations – Unallowable vs Non-Deductible
• Non-Deductible:
– Penalties paid to governmental agencies
– Keyman life insurance premiums
– Lavish or extravagant expenses
– Club dues and membership fees for any club organized for business,
pleasure, recreation, or other social purpose.
– Political contributions
– Lobbying expenses
66© 2016 | www.aronsonllc.com | www.aronsonllc.com/blogs |
Tax Considerations – Vehicle Expenses
• If a partnership provides a partner with a company car, the value of the partner’s personal use is a
taxable fringe benefit, includible in partner’s guaranteed payments.
• For fringe benefit purposes, an S-corporation is treated as a partnership and greater than 2%
shareholders are treated as partners rather than employees. Auto benefits included in taxable income.
• Any depreciation disallowed because of these annual limitations is allowed in years past the end of the
usual depreciation schedule, though subject to the limitation above.
• Eligible for bonus deprecation – an additional $8,000 first year deduction.
Recovery Year Passenger Autos Trucks and Vans
First Year $3,160 $3,460
Second Year $5,100 $5,600
Third Year $3,050 $3,350
Each Succeeding Year $1,875 $1,975
67© 2016 | www.aronsonllc.com | www.aronsonllc.com/blogs |
Tax Considerations – Research & Development
• Research & Development Eligible for Credits (§41):
– In order to be considered “Qualified Research”, must be able to prove
that the research activity meets all four tests:
– §174 Test
• Incurred in connection with the taxpayer’s Trade or Business
• “Experimental or Laboratory”
– Technological Information Test
– Business Component Test
– Process of Experimentation Test
68© 2016 | www.aronsonllc.com | www.aronsonllc.com/blogs |
Tax Considerations – Qualified High Technology Company
• A Qualified High Technology Company (QHTC) is one which:
– Is an individual or entity organized for profit;
– Maintains an office, headquarters, or base of operations in DC;
– Has two (2) or more employees working in DC;
– Derives at least 51% of its gross revenue from one or more “permitted”
activities (DC Code Sec 47-1817.1(5)(A)(iii);
– Does not derive 51% or more of its gross revenue from operating a
retail store or electronic equipment facility in DC;
– Is registered with the DC Government as a business in DC; and
– Is current in all DC Government filing requirements and payment
obligations.
69© 2016 | www.aronsonllc.com | www.aronsonllc.com/blogs |
About Aronson LLC
Aronson LLC provides a comprehensive platform of assurance, tax,
and consulting solutions to today’s most active industry sectors and
successful individuals. For more than 50 years, we have purposefully
expanded our service offerings and deepened our industry specialties
to better serve the needs of our clients, people, and community. From
startup to exit, we help our clients maximize opportunity, minimize risk,
and unlock their full potential.
70© 2016 | www.aronsonllc.com | www.aronsonllc.com/blogs |
About Aronson LLC
• Thinking ahead for clients for more than 50 years
• 250+ professionals located in Rockville, MD
• 80+ professionals dedicated to supporting government contractors
• Aronson helps clients rethink the way they approach their business
through innovative, industry-specific services and advice:
– Audit, Assurance and Tax
– Systems and Outsourcing
– Financial and Contract Compliance
– GSA Schedules
• www.aronsonllc.com/blogs/fedpoint/ – News and trends and insight
for today’s savvy government contractor
71© 2016 | www.aronsonllc.com | www.aronsonllc.com/blogs |
72© 2016 | www.aronsonllc.com | www.aronsonllc.com/blogs |
Awards / Accolades / Affiliations
The Gazette of Politics & Business Exceptional 53 Business Award
In 2012, Aronson received the PB53 award for the third year in a row. The program
acknowledges the top businesses and organizations in Maryland based on criteria that
includes the company’s annual revenue, employee growth, noteworthy product or service
innovations, community service efforts and more.
Accounting Today Top Firm
In 2013, Aronson was once again named to Accounting Today’s list of the top 100 firms in
the country. Accounting Today is a leading provider of online business news for the tax and
accounting community.
Washington Business Journal Top 25
Aronson is ranked #12 on the Washington Business Journal’s Top 25 Accounting Firms in
the DC Metropolitan area.
INSIDE Public Accounting Top 100
Once again, Aronson has earned a spot in the top 100 of this prestigious list, released by
INSIDE Public Accounting. This is the longest running, most comprehensive and accurate
independent analysis focusing on management and operations of America’s large local,
regional and national firms.
Washington Business Journal Best Places to Work
Aronson has been recognized five times as one of the Metro area’s “Best Places to Work.”
The award recognizes a company’s achievements in creating a positive work environment
that attracts and retains employees through a combination of employee satisfaction, working
conditions and company culture.
Montgomery County Chamber Corporate Social Responsibility Award
In 2010, Aronson was honored to receive the MCCC’s Corporate Social Responsibility Award
based on the depth and breadth of the company’s energetic commitment to support young people,
in the areas of education, housing and health.
73© 2016 | www.aronsonllc.com | www.aronsonllc.com/blogs |
Barbara Morgan is a partner of the systems outsourcing practice of Aronson's
Government Contract Services Group. She has over 25 years of experience in
both public and private accounting.
Barbara is responsible for integrating new outsourcing clients and
implementing their accounting software systems. Her combined expertise in
generally accepted accounting principles, technical software capabilities, and
the government contracting industry gives her a unique perspective and a level
of knowledge that is unparalleled. As an industry expert, Barbara also provides
consulting services to help government contractors better understand the
accounting matters affecting this complicated industry.
Prior to joining Aronson LLC, she was controller and principal accounting officer
for a publicly traded company in the technology services industry.
In addition to conducting seminars and training classes, she is an author for
the Aronson FedPoint blog, a member of the Montgomery Chamber of
Commerce GovCon Council and a frequent volunteer business coach for
emerging government contractors.
Partner, Government Contract Services Group
301.231.6238
BMorgan@aronsonllc.com
Barbara W. Morgan, CPA
74© 2016 | www.aronsonllc.com | www.aronsonllc.com/blogs |
Melissa A. Tarkett, CPA serves as a manager in the tax practice of Aronson’s Tax
Services Group, where she specializes in the complex compliance, consulting and
advisory needs of technology and government contracting companies and their
entrepreneurial owners. From inception to liquidity, Melissa provides a client-centric
partnership approach to understand the needs and goals of her clients in the ever-
evolving fields. Forging deep relationships with her clients, Melissa ensures that
they stay ahead of ever changing legislation, enabling them to seize opportunities
and minimize risk.
Melissa has deep expertise in a wide range of tax disciplines, including multi-tiered
ownership, consolidations, multi-state and international income, and franchise tax
compliance for C-corporations, S-corporations, LLCs and partnerships. She
provides tax compliance and consulting services to her investor and investee clients
related to mergers and acquisitions, due diligence, organization structuring,
methods changes, and tax audits and controversies.
Melissa is active in the community and serves on the board for a local non-profit
organization, Hearts & Homes for Youth. She received her bachelor’s degree in
business administration from Towson University, is an active member of the AICPA
and MACPA, and is currently a Master’s of Taxation candidate at American
University.
Manager, Technology Industry Services Group
240.364.2642
MTarkett@aronsonllc.com
Melissa A. Tarkett
75© 2016 | www.aronsonllc.com | www.aronsonllc.com/blogs |
301.231.6238
Contact Barbara Morgan / Aronson LLC
bmorgan@aronsonllc.com
https://www.linkedin.com/in/barbara
-morgan-cpa-1b64a215
https://twitter.com/Aronsonllc
76© 2016 | www.aronsonllc.com | www.aronsonllc.com/blogs |
240.364.2642
Contact Melissa Tarkett / Aronson LLC
mtarkett@aronsonllc.com
https://www.linkedin.com/in/
melissaatarkettcpa
https://twitter.com/MelissaTarkett

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Accounting for Federal Contractors

  • 1. Accounting for Federal Contractors Barbara Morgan & Melissa Tarkett | June 15, 2016 http://blogs.aronsonllc.com/fedpoint/
  • 2. 2© 2016 | www.aronsonllc.com | www.aronsonllc.com/blogs | Agenda • Emphasis on Cost • The “FAR” • Types of Contracts • Accounting Rules for Contractors • Indirect Rate Calculation • What is an “Approved” Accounting System? • Policies & Procedures • Acquisition Methods • Contract Clauses • Special Designations • Tax Considerations
  • 3. 3© 2016 | www.aronsonllc.com | www.aronsonllc.com/blogs | Understanding Federal Contracting It is all about “Cost”
  • 4. 4© 2016 | www.aronsonllc.com | www.aronsonllc.com/blogs | Commercial Co. Income Statement % of Rev Sales 3,965,350 Expenses: Payroll 1,000,000 25.2% Payroll Taxes 85,000 2.1% Subcontractors 1,950,000 49.2% Insurance 150,000 3.8% Office Expenses 80,000 2.0% Travel 10,000 0.3% Legal Fees 25,000 0.6% Rent 100,000 2.5% Telephone/Internet 15,000 0.4% Other expenses 154,850 3.9% 3,569,850 Net income 395,500 10.0% Understanding Federal Contracting
  • 5. 5© 2016 | www.aronsonllc.com | www.aronsonllc.com/blogs | Government Contractor Income Statement % of Cost Revenue 3,965,350 Direct Expenses: Labor 785,000 Subcontractors 1,850,000 Travel & Other Direct Costs 7,000 2,642,000 Indirect Expenses: Fringe Benefits 455,900 Overhead 127,000 General & Adminstrative 319,450 902,350 Unallowable Expenses: Interest 1,500 Miscellaneous 24,000 25,500 Total Cost 3,569,850 Net income 395,500 11.1% Understanding Federal Contracting
  • 6. 6© 2016 | www.aronsonllc.com | www.aronsonllc.com/blogs | What is the FAR?
  • 7. 7© 2016 | www.aronsonllc.com | www.aronsonllc.com/blogs | Federal Acquisition Regulations (FAR) FAR 1.101 – Purpose Federal Acquisition Regulations System • Purpose – codify and publish uniform policies and procedures for acquisition • Components of System – Federal Acquisition Regulations (FAR) – Agency Acquisition regulations
  • 8. 8© 2016 | www.aronsonllc.com | www.aronsonllc.com/blogs | Federal Acquisition Regulations (FAR) Principles • Vision – Deliver best products and services – On a timely basis – In the public’s interest • Objectives – Maximize use of commercial and product services – Use contractors with a track record of success • Past Performance • Current superior ability – Promote competition – Minimize administrative costs – Operate with Integrity, fairness, and openness – Fulfill objectives of public policy
  • 9. 9© 2016 | www.aronsonllc.com | www.aronsonllc.com/blogs | Contract Types • Fixed Price • Time & Materials • Cost Reimbursement • Indefinite Delivery/Indefinite Quantity (IDIQ)
  • 10. 10© 2016 | www.aronsonllc.com | www.aronsonllc.com/blogs | Fixed Price Contracts • Used when performance risk is low • Fixed Price Variations - – Firm– no adjustment to price – Economic adjustment– used to offset cost volatility – Incentive – ultimate price determined by a formula based on • Final costs • Some performance metrics • Contractor assumes risk of cost overruns
  • 11. 11© 2016 | www.aronsonllc.com | www.aronsonllc.com/blogs | Time & Material Contracts • Not a fixed price contract • Used when Contracting Officer (CO/KO) declares that no other contract type is acceptable • Labor hours billed @ fixed hourly rates including fee plus direct and indirect costs • Materials are at cost • Labor hour contract – a T&M contract where the contractor delivers no materials
  • 12. 12© 2016 | www.aronsonllc.com | www.aronsonllc.com/blogs | Cost Plus Contracts • Used when performance risks are high • Variations – – Cost sharing – No fee and less than 100% of costs – Cost Plus Fixed Fee – Fee stated at contract award – Cost Plus Incentive Fee – Fee adjusted based on formula involving actual costs – Cost Plus Award Fee – Fee adjusted by judgmental evaluation of contractor performance • Government assumes risk of cost overruns • Requires contractor to have an approved accounting system
  • 13. 13© 2016 | www.aronsonllc.com | www.aronsonllc.com/blogs | Indefinite Delivery/Indefinite Quantity (IDIQ) • Variations - – Definite quantity – Requirements – Indefinite quantity • Used to maintain Government stock at minimum levels
  • 14. 14© 2016 | www.aronsonllc.com | www.aronsonllc.com/blogs | Contract Risk to Government Fixed Price Labor Hrs T&M CPFF ACCOUNTING REQUIREMENTS RISE AS RISK TO GOVT RISES
  • 15. 15© 2016 | www.aronsonllc.com | www.aronsonllc.com/blogs | Accounting Rules for Contractors
  • 16. 16© 2016 | www.aronsonllc.com | www.aronsonllc.com/blogs | Government’s Primary Accounting Concerns • Being overcharged • Not being able to rely on your proposal estimates
  • 17. 17© 2016 | www.aronsonllc.com | www.aronsonllc.com/blogs | Specific Accounting Rules for Contractors • Accrual accounting, Generally Accepted Accounting Principles (GAAP) • Job Costing • Separation of Direct, Indirect and Unallowable Costs • Consistency! • Written policies and procedures • Timekeeping
  • 18. 18© 2016 | www.aronsonllc.com | www.aronsonllc.com/blogs | Government Contractor Accounting Concepts • Direct – Costs to perform your contracts • Indirect – Costs to support your labor force and back office operations • Unallowable – Costs that may not be factored into either direct or indirect costs • Project Accounting – Tracking costs by contract or task order
  • 19. 19© 2016 | www.aronsonllc.com | www.aronsonllc.com/blogs | Direct Costs • Wages • Subcontractors • Materials • Travel
  • 20. 20© 2016 | www.aronsonllc.com | www.aronsonllc.com/blogs | Indirect Costs - Also called “Pools” Fringe– the costs to maintain a workforce Overhead– the costs to support contracts, but not project specific G&A– the residual costs to run a business
  • 21. 21© 2016 | www.aronsonllc.com | www.aronsonllc.com/blogs | Fringe Costs • Typical Costs include: – Labor cost of vacation, holiday, jury duty, etc. – Health insurance, workers compensation – FICA, FUTA, SUTA – Relocation costs – 401k Match – Tuition reimbursement
  • 22. 22© 2016 | www.aronsonllc.com | www.aronsonllc.com/blogs | Overhead Costs • Costs often include: – Project management time that benefits multiple contracts – Travel related to above – Operating a regional office – Training Labor time, course fees and travel costs – Recruiting labor and placement fees – Bonuses for direct employees – A proportionate amount of shared facilities costs – Cost for clearances or background checks
  • 23. 23© 2016 | www.aronsonllc.com | www.aronsonllc.com/blogs | G&A Costs • Typical Costs include: – Executive Staff salaries & bonuses – Legal & Accounting fees – Business Development (labor & travel) – Proposal Costs (both labor and outside expenses) – Internal Research and Development labor – State (not federal) taxes – Proportional share of facilities or shared costs
  • 24. 24© 2016 | www.aronsonllc.com | www.aronsonllc.com/blogs | Unallowable Costs Costs that may not billed to the government, or factored into the rates you charge to the government. Costs may be deemed unallowable due to three factors: • Expressly unallowable – per FAR 31.205 • Not allowable per your contract • Unreasonable **This is not an income-tax related term.
  • 25. 25© 2016 | www.aronsonllc.com | www.aronsonllc.com/blogs | Unallowable Costs • Common examples – Alcohol – Sports Tickets – Entertainment in general – Company parties/picnics – Logo items/”swag” – Travel costs in excess of published limits – Donations or gifts of any kind – Excessive bonuses or salaries
  • 26. 26© 2016 | www.aronsonllc.com | www.aronsonllc.com/blogs | Indirect Rate Calculation
  • 27. 27© 2016 | www.aronsonllc.com | www.aronsonllc.com/blogs | Indirect Rates • Get the math right! • Do timesheets completely and assign cost to all labor hours or you will rob yourself of cost recovery. • Be consistent in classifying costs.
  • 28. 28© 2016 | www.aronsonllc.com | www.aronsonllc.com/blogs | Fringe Rate Fringe Rate Numerator: Vacation 6000 Holiday 6000 Other paid leave 500 Health Insurance Cost 10000 FICA, FUTA, SUTA 15000 37500 Denominator: Direct Labor 100000 OH Labor 5000 G&A Labor 12000 Bid & Proposal Labor 4000 121000 Rate 31%
  • 29. 29© 2016 | www.aronsonllc.com | www.aronsonllc.com/blogs | Overhead Rate Overhead Rate Numerator: Overhead Labor 5000 Fringe on OH labor 1550 Employee Bonuses 1500 Recruiting Costs 1800 Training classes 1000 Share of Faciliites costs 2200 Travel 500 13550 Denominator: Direct Labor 25000 Fringe on Direct Labor 7750 B&P Labor 4000 Fringe on B&P Labor 1240 37990 Overhead Rate 36%
  • 30. 30© 2016 | www.aronsonllc.com | www.aronsonllc.com/blogs | G&A Rate G&A Rate Numerator: G&A/Admin Labor 12000 Fringe on G&A Labor 3720 Legal/Accounting fees 6000 State Taxes 1000 Share of Rent & Facilities cost 6000 Business Development 4000 Travel 500 B&P Labor 4000 Fringe on B&P Labor 1240 OH on B&P Labor + Fringe 1729 40189 Denominator Direct Labor 100000 Fringe on Direct Labor 30992 OH on Direct Labor 130991 Subcontractor Costs 150000 Other Direct Costs 5000 416983 G&A Rate 10%
  • 31. 31© 2016 | www.aronsonllc.com | www.aronsonllc.com/blogs | Wrap Rate Wrap Rate hourly rate Wrap rate Hourly Cost of Labor Equals Annual Salary / 2080 50.00 1.00 Multiply by Fringe rate 15.50 0.31 Sum 65.50 1.31 Add together and multiply by OH rate 21.62 0.43 Sum 87.12 1.74 Add together and multiply by G&A Rate 8.71 0.17 This is break even hourly cost 95.83 1.92 8% desired profit 7.67 0.15 Total proposed rate 103.49 2.07
  • 32. 32© 2016 | www.aronsonllc.com | www.aronsonllc.com/blogs | “Approved” Accounting System
  • 33. 33© 2016 | www.aronsonllc.com | www.aronsonllc.com/blogs | Defense Contract Audit Agency (DCAA) DCAA Major Areas of Emphasis • Business systems • Management policies and procedures • Accuracy and reasonableness of contractors’ – Forward pricing agreement – Incurred cost submission • Adequacy and reliability of records and accounting systems • Contractor compliance with contractual provisions such as the Cost Principles
  • 34. 34© 2016 | www.aronsonllc.com | www.aronsonllc.com/blogs | What is an “approved system” • One that has been audited and tested by DCAA (or other authorized agency). • It is generally done before issuing you a Cost Reimbursable contract • You can not request it, the CO/KO must make the request. • It is fantastic if you pass the audit, so plan to be ready!
  • 35. 35© 2016 | www.aronsonllc.com | www.aronsonllc.com/blogs | What is an Accounting System? • Includes: – Your set up and use of your software – Your written policies and procedures, which must incorporate government contractor regulations – Your adherence to your own policies.
  • 36. 36© 2016 | www.aronsonllc.com | www.aronsonllc.com/blogs | Policies and Procedures
  • 37. 37© 2016 | www.aronsonllc.com | www.aronsonllc.com/blogs | Why Have Policies and Procedures? • Clearly communicate business rules and procedures • Promote and facilitate efficient operations • Help mitigate against fraud or misappropriation • Required by an independent auditor • Part of a due diligence package • Required for government contracting
  • 38. 38© 2016 | www.aronsonllc.com | www.aronsonllc.com/blogs | Required & Recommended Policies • Timekeeping • Billing Procedures • Direct vs. Indirect Costs • Composition of Indirect Costs • Travel • Unallowable Costs • Compensation and Bonus • Fixed Assets • Budgeting and Indirect Rate Management • Employee Manual
  • 39. 39© 2016 | www.aronsonllc.com | www.aronsonllc.com/blogs | Required & Recommended Policies • Contract Management/Contract Briefs • Accounts Payable If needed: • Subcontractors • Purchasing
  • 40. 40© 2016 | www.aronsonllc.com | www.aronsonllc.com/blogs | Policies and Procedures • Each Policy and Procedure should explain: – Purpose • Control of costs • Compliance with regulations – Terminology – Responsibilities – Procedures to follow to ensure compliance – Employee Training – Self audit • Must be compliant with company policies and procedures.
  • 41. 41© 2016 | www.aronsonllc.com | www.aronsonllc.com/blogs | Timekeeping • Employees enter time daily • Enter all time worked • Review and approval by supervisors or management • Process for changing timesheets • Train your employees • Treatment of overtime • Handling of violations • Self-auditing • Make sure is consistent with your employee handbook
  • 42. 42© 2016 | www.aronsonllc.com | www.aronsonllc.com/blogs | Travel and Per Diem • Federal Travel Regulations (FTR) • Joint Travel Regulations (JTR) • Per Diem • Lodging Per Diem • MIE • “Fly America”
  • 43. 43© 2016 | www.aronsonllc.com | www.aronsonllc.com/blogs | Acquisition Methods
  • 44. 44© 2016 | www.aronsonllc.com | www.aronsonllc.com/blogs | Government Acquisition Methods • Simplified Acquisition • Sealed Bid • By Negotiation • Consolidated Purchasing Vehicles
  • 45. 45© 2016 | www.aronsonllc.com | www.aronsonllc.com/blogs | Simplified Acquisition Methods • Purpose: promote efficiency and reduce admin costs • Purchases under $150,000 • Reserved for small businesses (provided 2 or more bidders) • Must advertise purchases in excess $30,000 (www.fedbizopps.gov) • Micro purchases – less than $3,000 (70 % of Govt Purchases) – Not reserved for small businesses – Competition not required – Used with Credit Cards
  • 46. 46© 2016 | www.aronsonllc.com | www.aronsonllc.com/blogs | Sealed Bid • Used for purchases that are specific, clear, and complete • Invitation For Bid (IFB) includes – Product or service description – Bid instructions – Conditions (delivery, payment, etc.) • www.fbo.gov • Sealed bids open in a public forum and awarded to lowest responsive offeror • Contract will be awarded as a Firm Fixed Price
  • 47. 47© 2016 | www.aronsonllc.com | www.aronsonllc.com/blogs | By Negotiation • Any award other than sealed bid • Used for highly technical products and services • Usually used for acquisitions in excess of $150,000 • Used for sole source and competitive awards • Trade off procedures for evaluation mean the award will not always go to the lowest offer • Request for Proposals (RFP’s) and Request For Quotations (RFQ’s) • www.fbo.gov
  • 48. 48© 2016 | www.aronsonllc.com | www.aronsonllc.com/blogs | Consolidated Purchasing Vehicles • Addresses common purchasing needs of multiple agencies • Utilized to achieve economies of scale in administrative costs of purchasing • Negotiated by government with multiple vendors • GSA Schedules and Government Wide Acquisition Contracts (G- WAC’s)
  • 49. 49© 2016 | www.aronsonllc.com | www.aronsonllc.com/blogs | Contract Clauses with Special Significance
  • 50. 50© 2016 | www.aronsonllc.com | www.aronsonllc.com/blogs | Contract Clauses FAR 52.216-7 – Cost and Payments Clause • Defines costs that can be billed and frequency • Establishes the requirement to prepare an incurred cost submission • Establishes DCAA’s rights to audit costs • Provides for the Quick Close Out Procedures (FAR 42.708(a)) FAR 52.232-22 – Limitations of Funds • Requires the contractor to make a written notification – 60 days in advance of reaching…. – 75 % of funded contract amount • This protects the contractor’s right to stop work at the funded value
  • 51. 51© 2016 | www.aronsonllc.com | www.aronsonllc.com/blogs | Contract Clauses FAR 52.242-3 – Penalties for Unallowable Costs • Establishes Government’s right to assess and collect interest and penalties on unallowable costs • Interest runs from the time an unallowable cost was paid. • Penalty for claiming expressly unallowable costs is one (1)x cost costs. • Penalty for claiming any cost previously deemed unallowable is three (3)x costs FAR 52.249-1 – Termination for Convenience (Fixed Price) FAR 52.249-6 – Termination (Cost Plus) – For Convenience – For Cause
  • 52. 52© 2016 | www.aronsonllc.com | www.aronsonllc.com/blogs | Special Designations
  • 53. 53© 2016 | www.aronsonllc.com | www.aronsonllc.com/blogs | Special Designations • Part of small business programs designed to promote economic growth • Agencies set specific goals to award contracts to these categories – 8A – Economically Disadvantaged – Historically Underutilized Business Zone (HUBZone) – Service Disabled Veteran Owned Businesses – Women Owned Small Businesses
  • 54. 54© 2016 | www.aronsonllc.com | www.aronsonllc.com/blogs | Special Designations Rules of the program dictate the business owner qualifying for the classification: • Must own more than 50% of the company and have full decision making authority; • Actively manage both the overall plan and day to day activities of the company; • Be the highest ranking officer and the most highly paid employee; • And have the experience, technical ability and managerial skills to effectively run the business.
  • 55. 55© 2016 | www.aronsonllc.com | www.aronsonllc.com/blogs | Best Practices
  • 56. 56© 2016 | www.aronsonllc.com | www.aronsonllc.com/blogs | Best Practices • Establish appropriate accounting systems and environment. – Holistic approach – Timely and correct billing – Create bills directly from your system – Keep high standards for timekeeping practices – Monitor receivables, funding and billing provisions & limitations – Follow your own policies !
  • 57. 57© 2016 | www.aronsonllc.com | www.aronsonllc.com/blogs | Best Practices • Budgeting – Continuous monitoring of expected vs actual results – Manage costs that you can control • Training • Setting a good example from the top down. • Establish ownership and authority for critical tasks • Evaluate where you stand in comparison to firms of a similar size and nature.
  • 58. 58© 2016 | www.aronsonllc.com | www.aronsonllc.com/blogs | Tax Considerations
  • 59. 59© 2016 | www.aronsonllc.com | www.aronsonllc.com/blogs | Tax Considerations
  • 60. 60© 2016 | www.aronsonllc.com | www.aronsonllc.com/blogs | Tax Considerations • Choice of Entity • Owner-Employee Compensation • Unallowable vs. Non-Deductible • Vehicle Expenses • Tax Planning – Cash is King • Federal Research & Development Credit Eligibility • D.C. Qualified High Technology Company Credit Eligibility
  • 61. 61© 2016 | www.aronsonllc.com | www.aronsonllc.com/blogs | Tax Considerations – Choice of Entity Sole Proprietor- ship Partnership C -Corporation S -Corporation Limited Liability Company Entity Description A sole proprietorship consists of one individual who carries on an unincorporated trade or business. A partnership is an organization having two or more owners that functions as a trade or business. A corporation is a business entity that carries its own legal status, separate and distinct from its owners. A corporation can elect to be taxed as an S Corporation by filing Form 2553. Only domestic corporations with one class of stock are eligible. Additional restrictions apply. An LLC is a liability-limiting entity formed under state law. It can be treated as a disregarded entity, partnership, or corporation for federal income tax, depending on the number of owners and certain available elections. Taxation Net profit or loss is computed on Schedule C and is reported as income or loss on the owner’s Form 1040. Partnership income and expenses flow through to the partners. Income is taxed to the partner whether or not distributed. Pass- through items retain their character. A C corporation pays tax on its profits. A distribution of profits to shareholders usually results in taxable dividends (double taxation). S Corporation income and expenses flow through to the shareholders. Income is taxed to the shareholder, whether or not distributed. Pass-through items retain their character. Same as partnership in this chart for multi-member LLCs. Wages & SE Tax The owner is subject to 15.3% SE tax for 2015 on net earnings from self-employment. A general partner’s share of business income (including guaranteed payments) is subject to SE tax. A limited partner’s share of business income is not subject to SE tax, unless they perform services for the partnership. Shareholders who perform services for a corporation, including officers, are treated as employees (W-2). Wages are subject to payroll tax and withholding. Wages paid to employee- shareholders must be deemed reasonable. An employee-shareholder of an S Corporation receives wages for services rendered (W-2). These wages must be deemed reasonable. Additional profits are pass through to the shareholder and are taxable for income tax purposes, but not for SE tax. Double tax avoided. Profits are subject to income tax in the same way as a partnership. Member’s guaranteed payments are subject to SE tax. Application of SE tax to member’s share of flow-through profit or loss is more complicated than for partnerships. Material participation concepts.
  • 62. 62© 2016 | www.aronsonllc.com | www.aronsonllc.com/blogs | Tax Considerations – Choice of Entity (continued) Sole Proprietor- ship Partnership C -Corporation S -Corporation Limited Liability Company Losses Businesses can offset their income such as interest, capital gains or wages. Subject to hobby, passive activity, and “at-risk” limitations. Losses flow through to partners. Recognition of loss by a partner is limited by basis, at-risk, and passive activity rules. Capital losses are allowed only to the extent of capital gains. Net operating loss of a corporation is carried back or forward against corporate income, but is not passed to shareholder. Losses flow through to shareholders. Recognition of loss is limited by the shareholder’s basis, at risk rules, and passive activity rules. Losses flow through to members. Recognition of loss by member is limited by the member’s basis, at- risk rules, and passive activity rules. Advantages/ Disadvantages Advantages: • Minimum legal restrictions. • Easy to form. • Easy to discontinue. • No corporate formation to conduct and document • No additional tax return to file. Disadvantages: • Unlimited liability • May not bring in new owners or outside capital contributions. • Income tax cannot be deferred by retaining profits. • Lack of business continuity Advantages: • A partnership combines the skills and/or financial abilities of several people. • Easy to establish • Terminations can generally occur without taxation. Disadvantages: • A partnership is often easier to get into than out of • General partners are liable for actions of other partners. • Sharing profits. • Disagreements in decision making. Advantages: • Limited liability • Perpetual life • Ability to raise capital through issuance of stock and stock options. • Ease of transfer of ownership. Disadvantages: • Double taxation • Lack of availability of marginal tax brackets for professional corps • Corporate charter restricts types of business activities. • Subject to various state and federal controls • Liquidation gains typically trigger tax. Advantages: • Limited liability • Perpetual life • Avoids double taxation. • Profits passed through not subject to SE tax. • Ability to raise capital by issuing stock. Disadvantages: • Shareholders pay tax on undistributed earnings. • Ownership limitations. • Retirement contribution limits Advantages: • Avoids certain S Corporation restrictions • Avoids double taxation. • Disproportionate distributions and allocations of income are possible. Disadvantages: • Inconsistent treatment state to state • Must have at least two owners to be taxed as a partnership • Members pay tax on undistributed earnings. • Disagreements in decision making.
  • 63. 63© 2016 | www.aronsonllc.com | www.aronsonllc.com/blogs | Tax Considerations – Owner-Employee Compensation • S or C Corporation: – Compensation must be reasonable. – Wages paid through W-2, subject to withholding. • Partnership or LLC: – Guaranteed payment, no withholding. • Distributions vs. Compensation – IRS – Basis – Rates
  • 64. 64© 2016 | www.aronsonllc.com | www.aronsonllc.com/blogs | Tax Considerations – Unallowable vs Non-Deductible • Fully Deductible – Must meet Ordinary and Necessary Rules – Company parties / picnics – Logo items / swag – Travel costs in excess of published limits – Charitable contributions. Subject to income limitations – Professional society dues • 50% Deductible: – Meals & Entertainment, includes alcohol • Partially Deductible: – Gifts ($25/person/year) – Sports tickets (limited to face value) – Skybox / Other luxury box (limited to face value of non-luxury seat)
  • 65. 65© 2016 | www.aronsonllc.com | www.aronsonllc.com/blogs | Tax Considerations – Unallowable vs Non-Deductible • Non-Deductible: – Penalties paid to governmental agencies – Keyman life insurance premiums – Lavish or extravagant expenses – Club dues and membership fees for any club organized for business, pleasure, recreation, or other social purpose. – Political contributions – Lobbying expenses
  • 66. 66© 2016 | www.aronsonllc.com | www.aronsonllc.com/blogs | Tax Considerations – Vehicle Expenses • If a partnership provides a partner with a company car, the value of the partner’s personal use is a taxable fringe benefit, includible in partner’s guaranteed payments. • For fringe benefit purposes, an S-corporation is treated as a partnership and greater than 2% shareholders are treated as partners rather than employees. Auto benefits included in taxable income. • Any depreciation disallowed because of these annual limitations is allowed in years past the end of the usual depreciation schedule, though subject to the limitation above. • Eligible for bonus deprecation – an additional $8,000 first year deduction. Recovery Year Passenger Autos Trucks and Vans First Year $3,160 $3,460 Second Year $5,100 $5,600 Third Year $3,050 $3,350 Each Succeeding Year $1,875 $1,975
  • 67. 67© 2016 | www.aronsonllc.com | www.aronsonllc.com/blogs | Tax Considerations – Research & Development • Research & Development Eligible for Credits (§41): – In order to be considered “Qualified Research”, must be able to prove that the research activity meets all four tests: – §174 Test • Incurred in connection with the taxpayer’s Trade or Business • “Experimental or Laboratory” – Technological Information Test – Business Component Test – Process of Experimentation Test
  • 68. 68© 2016 | www.aronsonllc.com | www.aronsonllc.com/blogs | Tax Considerations – Qualified High Technology Company • A Qualified High Technology Company (QHTC) is one which: – Is an individual or entity organized for profit; – Maintains an office, headquarters, or base of operations in DC; – Has two (2) or more employees working in DC; – Derives at least 51% of its gross revenue from one or more “permitted” activities (DC Code Sec 47-1817.1(5)(A)(iii); – Does not derive 51% or more of its gross revenue from operating a retail store or electronic equipment facility in DC; – Is registered with the DC Government as a business in DC; and – Is current in all DC Government filing requirements and payment obligations.
  • 69. 69© 2016 | www.aronsonllc.com | www.aronsonllc.com/blogs | About Aronson LLC Aronson LLC provides a comprehensive platform of assurance, tax, and consulting solutions to today’s most active industry sectors and successful individuals. For more than 50 years, we have purposefully expanded our service offerings and deepened our industry specialties to better serve the needs of our clients, people, and community. From startup to exit, we help our clients maximize opportunity, minimize risk, and unlock their full potential.
  • 70. 70© 2016 | www.aronsonllc.com | www.aronsonllc.com/blogs | About Aronson LLC • Thinking ahead for clients for more than 50 years • 250+ professionals located in Rockville, MD • 80+ professionals dedicated to supporting government contractors • Aronson helps clients rethink the way they approach their business through innovative, industry-specific services and advice: – Audit, Assurance and Tax – Systems and Outsourcing – Financial and Contract Compliance – GSA Schedules • www.aronsonllc.com/blogs/fedpoint/ – News and trends and insight for today’s savvy government contractor
  • 71. 71© 2016 | www.aronsonllc.com | www.aronsonllc.com/blogs |
  • 72. 72© 2016 | www.aronsonllc.com | www.aronsonllc.com/blogs | Awards / Accolades / Affiliations The Gazette of Politics & Business Exceptional 53 Business Award In 2012, Aronson received the PB53 award for the third year in a row. The program acknowledges the top businesses and organizations in Maryland based on criteria that includes the company’s annual revenue, employee growth, noteworthy product or service innovations, community service efforts and more. Accounting Today Top Firm In 2013, Aronson was once again named to Accounting Today’s list of the top 100 firms in the country. Accounting Today is a leading provider of online business news for the tax and accounting community. Washington Business Journal Top 25 Aronson is ranked #12 on the Washington Business Journal’s Top 25 Accounting Firms in the DC Metropolitan area. INSIDE Public Accounting Top 100 Once again, Aronson has earned a spot in the top 100 of this prestigious list, released by INSIDE Public Accounting. This is the longest running, most comprehensive and accurate independent analysis focusing on management and operations of America’s large local, regional and national firms. Washington Business Journal Best Places to Work Aronson has been recognized five times as one of the Metro area’s “Best Places to Work.” The award recognizes a company’s achievements in creating a positive work environment that attracts and retains employees through a combination of employee satisfaction, working conditions and company culture. Montgomery County Chamber Corporate Social Responsibility Award In 2010, Aronson was honored to receive the MCCC’s Corporate Social Responsibility Award based on the depth and breadth of the company’s energetic commitment to support young people, in the areas of education, housing and health.
  • 73. 73© 2016 | www.aronsonllc.com | www.aronsonllc.com/blogs | Barbara Morgan is a partner of the systems outsourcing practice of Aronson's Government Contract Services Group. She has over 25 years of experience in both public and private accounting. Barbara is responsible for integrating new outsourcing clients and implementing their accounting software systems. Her combined expertise in generally accepted accounting principles, technical software capabilities, and the government contracting industry gives her a unique perspective and a level of knowledge that is unparalleled. As an industry expert, Barbara also provides consulting services to help government contractors better understand the accounting matters affecting this complicated industry. Prior to joining Aronson LLC, she was controller and principal accounting officer for a publicly traded company in the technology services industry. In addition to conducting seminars and training classes, she is an author for the Aronson FedPoint blog, a member of the Montgomery Chamber of Commerce GovCon Council and a frequent volunteer business coach for emerging government contractors. Partner, Government Contract Services Group 301.231.6238 BMorgan@aronsonllc.com Barbara W. Morgan, CPA
  • 74. 74© 2016 | www.aronsonllc.com | www.aronsonllc.com/blogs | Melissa A. Tarkett, CPA serves as a manager in the tax practice of Aronson’s Tax Services Group, where she specializes in the complex compliance, consulting and advisory needs of technology and government contracting companies and their entrepreneurial owners. From inception to liquidity, Melissa provides a client-centric partnership approach to understand the needs and goals of her clients in the ever- evolving fields. Forging deep relationships with her clients, Melissa ensures that they stay ahead of ever changing legislation, enabling them to seize opportunities and minimize risk. Melissa has deep expertise in a wide range of tax disciplines, including multi-tiered ownership, consolidations, multi-state and international income, and franchise tax compliance for C-corporations, S-corporations, LLCs and partnerships. She provides tax compliance and consulting services to her investor and investee clients related to mergers and acquisitions, due diligence, organization structuring, methods changes, and tax audits and controversies. Melissa is active in the community and serves on the board for a local non-profit organization, Hearts & Homes for Youth. She received her bachelor’s degree in business administration from Towson University, is an active member of the AICPA and MACPA, and is currently a Master’s of Taxation candidate at American University. Manager, Technology Industry Services Group 240.364.2642 MTarkett@aronsonllc.com Melissa A. Tarkett
  • 75. 75© 2016 | www.aronsonllc.com | www.aronsonllc.com/blogs | 301.231.6238 Contact Barbara Morgan / Aronson LLC bmorgan@aronsonllc.com https://www.linkedin.com/in/barbara -morgan-cpa-1b64a215 https://twitter.com/Aronsonllc
  • 76. 76© 2016 | www.aronsonllc.com | www.aronsonllc.com/blogs | 240.364.2642 Contact Melissa Tarkett / Aronson LLC mtarkett@aronsonllc.com https://www.linkedin.com/in/ melissaatarkettcpa https://twitter.com/MelissaTarkett

Editor's Notes

  1. There are multiple provisions governing R&D expenses. Since the section covering credits is the most restrictive, that is the section I am touching on here. Research & experimental costs are REASONABLE costs you incur in your trade or business for activities intended to provide information that would eliminate uncertainty about the development or improvement of a product. Uncertainty exists if the information available to you does not establish how to develop or improve a product OR the appropriate design of the product. Whether costs qualify for research and experimental costs depends on the nature of the activity to which the costs relate rather than the nature of the product or improvement being developed or the level of technological advancement. “Experimental or Laboratory” – intended to discover information that would eliminate uncertainty concerning the development or improvement of a product. Certain items are specifically excluded as R&D: The ordinary testing or inspection of materials or products for quality control Efficiency surveys Management studies Consumer surveys Advertising or promotions The acquisition of another’s patent, model, production or process Research in connection with literary, historical, or similar projects. Land and depreciable property, although in certain cases, depreciation may be a section 174 expense Exploration expenditures Patent procurement generally qualifies as a Sec 174 R&D expense, but does not qualify as a Sec 41 R&D expense as it relates to credits. In order to satisfy the technological in nature requirement – the process of experimentation used to discover information must fundamentally rely on principles of the physical or biological sciences, engineering, or computer science. The taxpayer must intend to apply the information being discovered to develop a new or improved business component of the taxpayer. A business component is any product, process, computer software, technique, formula, or invention, which is to be held for sale, lease, license, or used in a trade or business of a taxpayer. The key is that a taxpayer must be able to tie the research it is claiming for the credit to the relevant business component. Process of Experimentation: Identify the uncertainty Identify one or more alternatives Identify and conduct process of evaluating the alternatives