“To see what is right and not to do it is want of courage.” (Confucius)

1. “To see what is right and not to do it is want of courage.” (Confucius)

2. EARNINGS MANAGEMENT or FRAUD A matter of intent: The result of appropriate decision making or judgments OR Motivated by a conscious effort to manipulate earnings for one’s advantage

3. Perceived Need FRAUD Opportunity Rationalization

4. EARNINGS MANAGEMENT TECHNIQUES • Recording revenue too soon • Recording fictitious revenue • Including one time gains in revenue • Shifting expenses to a later period (capitalizing an expense) • Failing to recognize liabilities • “Cookie jar” reserves • Shifting revenue to a later period • Accelerating discretionary expenses

5. Slippery Slope • Starts with “making the numbers” • Then “managing the numbers” • Ends with “making up the numbers” • The jail

6. Ethical errors end careers more quickly and more definitively than any other mistake in judgment or accounting” Solomon, 1994

7. RATIONALIZATIONS MANAGERS USE TO JUSTIFY SUSPECT BEHAVIOR • The activity is within reasonable ethical and legal limits (not really illegal or unethical) • Loyalty to the company • No one will ever know • I’m helping the company

8. Is it Fraud or Unethical?Legal Test Quadrant I Ethical and Legal Quadrant II Ethical and Illegal Ethical Professional and Financial Decisions Financial Reporting Rules Corporate Decisions Legal Illegal Quadrant IV Unethical and Illegal Quadrant III Unethical and Legal Unethical

9. Common types of financial statement fraud • Revenue recognition • Fictitious sales • Premature revenue recognition • Channel stuffing • Contingencies (not yet met) • Inventory and Cost of Goods Sold • Reserves • Foreign Corrupt Practices Act violations Deloitte Dbrief 2008

10. Specific Revenue Recognition Issues that may Lead to Fraud • Sales contingencies not disclosed to accounting or management • Sales booked before delivery completed • Significant rights of return existed • Revenue recognized before underlying services were performed • False sales agreements and documentation • “Bill and hold” sales not deferred • “Round trip” transactions • Refundable membership fees

11. Revenue Recognition Issues • Bill and hold transactions • Long associated with financial fraud • Difficult substance over form questions • Customer agrees to purchase goods, but the seller remains in possession until the customer requests shipment • Look at inventory to determine whether there are goods that were billed to customers but not shipped or physically separated

12. Revenue Recognition Issues • Barter transactions • Two companies swap the same commodity with each company recognizing revenue from the exchange even though little of economic substance has actually transpired • “Round trip” transactions • Similar to barter except that one company sells a product for cash to another company, which in turn sells an equivalent product back to the initial seller for a similar price, with each company recognizing revenue on its “sale”

13. Revenue Recognition

14. Revenue Recognition:Basic Concepts FASB Concept Statement #5 Revenue is recognized when it is: Realized or Realizable Earned and

15. Revenue Recognition Issues • Sales contingencies not disclosed to accounting or management • Sales booked before delivery completed • Significant rights of return existed • Revenue recognized before underlying services were performed • False sales agreements and documentation • “Bill and hold” sales • Long term service transactions • Bundled transactions • Up-front payment with continuing involvement • Gross or net reporting

16. SAB 101 – Basis for Revenue Recognition • Persuasive evidence of an arrangement exists • Sales generally evidenced by a written contract and a purchase order • Delivery has occurred or services have been rendered • Title and risk of loss have passed • Customer acceptance criteria considered • Undelivered elements?

17. SAB 101 • Seller’s fee is fixed or determinable • Extended payment terms • Rights of return • Refund, cancellation or termination clause • Collectibility is reasonably assured • History of concessions? • Credit worthiness of customer • Liquidated Damages and other penalties/rebates Revenue should not be recognized until it is “realized or realizable” and the revenue is earned.

18. Delivery and Performance • Customer has taken title and assumed the risks and rewards of ownership of the products specified in the sales agreement • Product has been delivered to the customer’s place of business or another site specified by the customer

19. Delivery and Performance • If delivery has not occurred, the following criteria must be met: • Risk of ownership passes to the buyer • Buyer has a fixed commitment to purchase • Fixed schedule for delivery • No further seller-specific performance obligations • Segregated goods • Product must be complete and ready for shipment

20. Multiple-Element (or Bundled) Arrangements Characteristics of these arrangements are: • Involve the delivery or performance of multiple products and services • Delivery may take place over varied lengths of time • May result in a significant impact to the timing of revenue recognition

21. The following products or services are considered “elements” for purposes of applying accounting guidance Services (i.e. NNSS, Software Release Service, etc.) Extended warranty (separately priced and optional) Future upgrades/enhancements (specified and unspecified) Hardware/software “Significant Incremental Discounts” on optional products/services Engineering and installation Training credits Certain product credits Other non-cash incentives

22. “REVENUE ARRANGEMENTS WITH MULTIPLE DELIVERABLES” • Issued in October 2009 - ASU 2009-13 • Eliminates requirement to establish Fair value of all components Requires use of VSOE or third party evidence, if available • Otherwise, use management’s estimated selling price (ESP) • Allocate based on estimated selling prices of all deliverables • No change to the “standalone value” criteria • Does not change previous rules (SOP 97-2…ASC 985-605) or apply to software transactions

23. What this means • Previously all items had to have stand alone fair market value to be separated…otherwise no revenue was recognized until the bundled transaction was complete • New rules permit more liberal revenue recognition

24. ASU 2009-13, Multiple-Deliverable Revenue Arrangements – Basic Rule Modified criteria now used to separate elements in a multiple-element arrangement • Replaces the term “fair value” with “selling price” • Introduces the concept of “best estimate of selling price” for determining the selling price of a deliverable • Establishes a hierarchy of evidence for determining best selling price of a deliverable • Requires the use of the relative selling price method and prohibits the use of the residual method to allocate arrangement consideration among units of accounting • Expands the disclosure requirements for all entities with multiple-element arrangements

25. The Issues • Can you separate the components of the contract…do they have stand-alone value? • If they are separated, how do you allocate revenue to the separate components? • When is the revenue recognized?

26. New Rule Lessens Separation Requirements for Contract Components • Eliminates previous criterion that required objective and reliable evidence of fair value for the undelivered item(s). • Under previous guidance, evidence of fair value included either of the following: • Vendor-specific objective evidence (VSOE), which includes the price charged when the same element is sold separately or, for an element not yet sold separately, the price established by management with the relevant authority • Third-party evidence (TPE), such as competitors’ sales prices for the same or largely interchangeable products or services to similar customers in stand-alone sales, if VSOE is not available

27. Separate if Stand-alone value • An item has stand-alone value if either of the following conditions is met: • It is sold separately by any vendor. • The customer could resell the item on a stand-alone basis. • Determining whether stand-alone value exists is relatively straightforward when the item being evaluated is sold separately by the entity.

28. Example: Separating elements: stand-alone value of delivered item • Company A is a manufacturer of office equipment. On February 15, 20X0, Company A enters into an arrangement with Company B for the delivery and installation of a state-of-the-art color copier/printer and ongoing maintenance for three years. The equipment is delivered and installed on February 28, 20X0. Currently no competitors offer comparable color copier/printers. However, there is an observable secondary market for these color copier/printers. Company A has a history of entering into maintenance agreements with secondary owners of its office equipment. • Even though there are currently no competitors, Company A concludes that the color copier/printer has stand-alone value because a secondary market exists. The fact that company A provides maintenance services to secondary owners of its equipment supports the position that the copier/printer has stand-alone value in this arrangement.

29. Measurement – Selling Price • The amended guidance replaces the term “fair value” with “selling price” to clarify that revenue is allocated based on entity-specific assumptions rather than on market participant assumptions

30. ALLOCATING CONSIDERATION • Arrangement consideration should be allocated at the inception of an arrangement using relative selling prices • Subsequent changes in selling prices do not change initial allocation • Exceptions and qualifications • Only allocate revenue that is fixed and determinable • Amount allocated to delivered items is limited to amount that is not contingent on delivery of any undelivered item or meeting specified performance criteria • Measurement of revenue per period must assume customer will not cancel arrangement • Revenue recognized cannot exceed non-cancelable amounts • Other GAAP requires deliverable to be recorded at Fair Value

31. Hierarchy of Evidence for Determining each Unit’s Selling Price: 1. VSOE Vendor-specific objective evidence (VSOE), which includes the price charged when the same element is sold separately or, for an element not yet sold separately, the price established by management with the relevant authority 2. TPE in the absence of VSOE Third-party evidence (TPE), such as competitors’ sales prices for the same or largely interchangeable products or services to similar customers in stand-alone sales, if VSOE is not available 3. Best estimate of selling price only in the absence of both VSOE and TPE best estimate of selling price, management should consider market conditions in addition to entity-specific factors (This is the new addition) Now required for delivered and undelivered elements - Allocate arrangement consideration on pro rata basis - Residual method no longer allowed

32. Level 1 - VSOE • VSOE = Price charged when same element is sold separately • Minimal authoritative implementation guidance • Bell-curve approach – Generally used in practice • Example - 80% of separate sales within +/- 15% range

33. Level 2 Third Party Evidence • Third-party evidence (TPE), such as competitors’ sales prices for the same or largely interchangeable products or services to similar customers in stand-alone sales, if VSOE is not available

34. New: Level 3 – Best Estimate of Selling Price Consider market conditions…include: Overall economic conditions • Customer demand for the deliverable(s) • Impact of competition for the deliverable(s) • Profit margins realized by entities in the industry

35. Consider the Following Entity-specific Factors, in Developing Best Estimate of Selling Price • Pricing practices for the deliverables, including discounts (i.e. volume discounts) • Costs incurred by the entity to provide the deliverables • Profit objectives for the deliverables • In a services arrangement, it may be practicable for a customer to perform certain services themselves • potential costs savings by the customer would be considered in determining its gross profit margins.

36. Entity A, with a December 31, 2009 year-end, sells equipment Y and Z, both with stand-alone value, to Entity B. Total arrangement consideration is $150,000. There are no return rights for Y and no refund rights if Z is not delivered. Equipment Y is delivered on December 15, 2009 and Z is delivered on April 15, 2010. Entity A has determined its best estimate of selling price for Y and Z is $100,000 and $50,000, respectively. Entity A has historically and continues to establish TPE of $110,000 for equipment Y. Under previous guidance in ASC 605-25, since Entity A lacks objective and reliable evidence of fair value for the undelivered element (Z), the arrangement is a single unit of accounting. Revenue of $150,000 is deferred until Z is delivered in April 2010, assuming all other revenue recognition criteria are met. • Under the amended guidance, the hierarchy requires that VSOE and then TPE, be considered first. Since TPE exists for equipment Y, that amount will be used for allocation. The discount is allocated ratably between equipment Y and Z under the relative selling price method. As such, $103,125 [($110,000/$160,000) x $150,000] is recognized when Y is delivered in December 2009, and $46,875 [($50,000/$160,000) x $150,000] is recognized when Z is delivered in April 2010, assuming all other revenue recognition criteria are met.

37. ESTIMATING SELLING PRICES • ESP is not the same as fair value • Level of support for estimated selling prices • Consider available evidence • Develop a methodology and consistently apply • Monitor for changes – Changes could occur mid-period or even daily! • No requirement for ability to reasonably estimate • Estimated selling prices can vary by customer class or geography • Ok to consider cost plus a standard profit margin as support • Some estimates likely to be quite subjective in nature

38. Example 1 – When to use a best estimate of selling price • On January 1, 20X0, Entity E, an equipment manufacturer, enters into a multiple-element arrangement to manufacture and deliver equipment A, B, and C on July 1, 20X0, October 1, 20X0, and January 1, 20X1, respectively, for total consideration of $760,000. All of the deliverables meet the separation criteria in ASC 605-25, and as a result, Entity E would account for each element in this arrangement as a separate unit of accounting. Entity E has VSOE for equipment A and TPE for equipment B, but does not have VSOE or TPE for equipment C. • Because Entity E does not have VSOE or TPE for an element that meets the other separation criteria in ASC 605-25, management must determine its best estimate of selling price for equipment C.

39. Example 2 – Best estimate of selling price: equipment • On January 1, 20X0, Entity E, an equipment manufacturer, enters into a multiple-element arrangement to manufacture and deliver equipment A, B, and C on July 1, 20X0, October 1, 20X0, and January 1, 20X1, respectively, for total consideration of $760,000. Stated contract prices are $185,000 for equipment A, $265,000 for equipment B, and $310,000 for equipment C. The deliverables all meet the separation criteria in ASC 605-25, and as such, Entity E would account for each element in this arrangement as a separate unit of accounting. Because Entity E does not have VSOE or TPE for any of these products, it must estimate the selling price for each deliverable. • Entity E considered the following factors in determining its best estimate of selling price for equipment A, B, and C.

40. SolvGen - Deliverables • ASC 605-25, Revenue Recognition: Multiple-Element Arrangements • ASC 605-28, Revenue Recognition: Milestone Method • ASC 605-35, Revenue Recognition: Construction-Type and Production-Type Contracts • ASC 730-20, Research and Development: Research and Development Arrangements • ASC 985-605, Software: Revenue Recognition

41. Deliverables Alternative 1 — The arrangement consists of one deliverable: the sale of future proprietary instrument systems under the license and distribution agreement. • evaluated as a single arrangement because the two agreements were entered into by the same parties at the same time and in contemplation of each other. • Does not represent a borrowing

42. Alternative 1 • Proponents of Alternative 1 believe that without the license and distribution agreement, the research and development agreement is of no value to Careway. Under the terms of the research and development agreement, Careway is not entitled to any of the intellectual rights of the research and development activities or findings (even in the event of default) and therefore cannot use or sell those findings. Accordingly, the only way in which Careway derives any benefit from the contractual arrangements with SolvGen is through Careway’s future distribution of the proprietary instrument systems to third-party customers.

43. Alternative 1 proponents contend that the arrangement is, in substance, one agreement to license and distribute the instrument systems and that the milestone payments are merely up-front payments for the right to license and distribute instrument systems in the future. Consequently, proponents of Alternative 1 believe the milestone payments are analogous to advance payments or up-front fees and do not reflect payments for “deliverables,” as nothing is delivered to Careway in exchange for those payments.

44. Codification example • 605-25-55-37

45. Alternative 2 The arrangement consists of two deliverables: (1) research and development and (2) the sale of future proprietary instrument systems under the license and distribution agreement • rejected because SolvGen retains the right to all the research and development findings in all instances, nothing delivered to Careway is associated with the research and development activities, and the research and development agreement is of no value to Careway without the license and distribution agreement on a standalone basis. Therefore, in this case the research and development activities do not represent a deliverable.

46. Accounting Alternatives • 1 — The milestone payments should be recognized as revenue beginning with the commercial launch (i.e., March 31, 2006) of the instrument system over the remaining term of the license and distribution agreement on a pro rata basis as products are distributed under the license and distribution agreement. • the milestone payments received to date by SolvGen are analogous to upfront payments and should be deferred and amortized as revenue beginning with the date of the commercial launch of the product

47. Proponents of Alternative 1 believe that recognizing revenue related to nonrefundable milestone payments before the commercial launch date of the product amounts to recognizing revenue before a deliverable being provided to the customer, Careway. Before the commercial launch date, there is no product that Careway can buy from SolvGen and sell to a third party, and therefore Careway has received no benefit under the agreements with SolvGen. Therefore, the commercial launch date is the point in time that Careway can begin to recognize any benefits under the agreements by purchasing the instrument systems from SolvGen and selling those instrument systems to third parties.

48. Alternative 2 — The milestone payments should be recognized as revenue on a straight-line basis beginning with the date such payment is made over the remaining term of the license and distribution agreement

49. Alternative 2 proponents also believe that the amortization of the up-front fees should begin once each milestone payment has been received. Proponents of Alternative 2 contend that this approach is consistent with the SEC guidance stated above and results in recognizing the milestone payments in a systematic, rational manner over the remaining term of the license and distribution agreement. Proponents of Alternative 2 also note that the milestone payments are nonrefundable and that services (i.e., research and development activities) have already been provided. Therefore, proponents of Alternative 2 do not believe it is necessary to wait until the commercial launch date of the instrument system to begin recognizing revenue for payments received

50. Alternative 3 — The milestone payments should be recognized as revenue when received. • Alternative 3 proponents note that the development of the proprietary instrument systems began before SolvGen and Careway entered into their contractual arrangements and believe the substance of the milestone payments is to compensate SolvGen for its past research and development activities.