Metropolitan
Environmental Services, Inc.
A Case Study in Revenue Recognition Policy
Abstract: This case presents students with the challenge of using critical thinking skills
to assess the best revenue recognition policy for a hazardous waste disposal firm
applying the new revenue recognition rules approved by the FASB and the IASB. It also
requires that students write the revenue recognition portion of the footnote on the firm’s
significant accounting practices. As many nations adopt more principles-based
accounting standards, it becomes critical that students develop their judgment skills
during their education. This case requires students to use those skills and also to work
on explaining accounting practices in such a way that a user of the financial statements
can readily understand those practices.
In the summer of 2014, Robert Keen, the Chief Financial Officer of Metropolitan
Environmental Services, Inc.1 had just taken Metropolitan public. Investor confidence
was improving and Keen had a duty to fulfill to the newly acquired shareholders of
Metropolitan, which was to provide accurate and timely financial statements.
The FASB and the IASB had just completed their efforts to jointly revise the
revenue recognition rules for contracts. Because Metropolitan provides services to their
customers by collecting, treating, transporting and disposing of hazardous and nonhazardous waste, the traditional point-of-sale revenue recognition rules do not apply. In
order to anticipate the effect of the new rules on Metropolitan’s financial statements,
Keen has scheduled a meeting with the external auditors to better understand the
application of the new rules under several scenarios.
Metropolitan earns revenue in a unique way. Rather than producing and selling a
product, they instead collect, treat, consolidate, and dispose of hazardous and nonhazardous customer waste. In Metropolitan’s situation, revenue is coming in, but nothing
physical is going out. Keen, along with the public auditors, needs to develop a sound
policy on revenue recognition before the new rules become effective in 2016.
The first documents that Keen gathered were the financial statements for fiscal
years 2013, as shown in Exhibit 1.
Company History
Adam T. Moroney founded Metropolitan Environmental Services Inc. in 1980
just outside of Los Angeles, California. It all began with a small oil spill off the shores of
Southern California, where Adam headed to all the local hardware stores and bought up
all the gear and supplies he could find in an attempt to contain the spill. Since he was
able to buy up all the materials in the area, no other company could manage to get their
hands on the materials and equipment to fight and contain the spill. Adam and his team
of specialists contained the oil spill in a remote area and used their supplies to clean up
the water and the shoreline. That’s where it all began….in 1980 in Southern California.
Throughout the 1980s and 1990s, Metropolitan Environmental Services Inc.
owned and operated only a handful of waste management facilities across the United
States. In 1980, Metropolitan was only a 4-person tank cleaning business servicing local
California environmental needs. In 1982, the company expanded by acquiring the assets
of the San Diego, CA and Orange, CA waste management facilities. In 1989,
Metropolitan purchased Mopley, a company nationally recognized for its industrial
aqueous waste treatment capabilities with facilities located in Dyer, Indiana; Dayton,
Ohio; and Richmond, Virginia. While the Mopley acquisition helped catapult
Metropolitan firmly into the waste disposal business, Metropolitan continued to expand
its geographic coverage by adding a facility in Hartford, Connecticut and a second Ohio
treatment facility located in Columbus. Metropolitan solidified its position as a full1
While based on a real company, the names of the company, executives and company facilities have all
been changed and some of the contract information has been expanded.
service hazardous waste disposal provider with its acquisition of the Cheyenne, Wyoming
incinerator in 1995. This allowed Metropolitan to internalize their waste handling
process and rely on their in-house disposal resources instead of depending on third party
disposal outlets.
Today, Metropolitan, Inc. is North America's leading provider of environmental
and hazardous waste management services.
Metropolitan has an unmatched
infrastructure of 40 waste management facilities, including eight landfills, five
incineration locations and six wastewater treatment centers. Metropolitan has more than
100 locations strategically positioned throughout North America in 35 U.S. states, four
Canadian provinces and Puerto Rico. Metropolitan Environmental Services, Inc. has
revenue of $700 million and is leading the historically low-margin industry with growing
and improved profits. It currently employees 3,000 people throughout its network.
What Does Metropolitan Does
Metropolitan, Inc. is the leading provider of environmental services and the
largest hazardous waste disposal company in North America. Through its vast network
of service centers and waste management, treatment and disposal facilities, Metropolitan
provides a broad range of environmental services. Services include hazardous and nonhazardous waste transportation and disposal, laboratory chemical packing, emergency
response, and field services and industrial services, which place highly skilled experts
with specialty equipment and resources to perform an array of environmental services.
Essentially, Metropolitan collects, treats, consolidates, and disposes of hazardous and
non-hazardous wastes. All waste becomes the property of, and owned by, Metropolitan
when they service the customer and take physical ownership of the waste. In other
words, Metropolitan assumes all responsibility and liability associated with the many
forms of waste when they collect it and bring it to one of their many waste-handling
facilities. Once the waste is in the possession of Metropolitan they are deemed the
owners of the waste. A list of Metropolitan’s services is provided in Exhibit 2. Exhibit 3
details the Corporate officers and hierarchy.
Types of Revenue Billed
Metropolitan is a full-service environmental services company and therefore
performs many types of services for their customers. Each of these categories can and
will be billed to the customer if those services are provided. Billings include:
a) Disposal of hazardous and non-hazardous waste;
b) Transportation of waste from customer sites to Metropolitan’s waste
management facilities;
c) Materials and Supplies associated with the job being performed;
d) Labor associated with Metropolitan employees working on the jobs;
e) Employee expenses, such as per diem or travel costs, associated with job
performed;
f) Local and federal taxes and fees associated with handling of hazardous waste;
Waste Ownership
Robertson and Daniels, LLC (Metropolitan’s independent auditors) and Keen
agreed that there are many ways in which Metropolitan can take ownership of hazardous
and non-hazardous customer waste, such as:
a) Customer waste physically at a Metropolitan facility, either delivered by the
customer or by a Metropolitan service team (termed Plant Accepted Waste)
b) Customer waste on a Metropolitan service truck en route from a customer site
to a Metropolitan facility (termed Centrally Accepted Waste)
c) Metropolitan employees working on a customer site, in which collection of
waste is occurring, however not yet sent to a Metropolitan facility (termed
Centrally Accepted Waste)
d) Customer waste, already received at a Metropolitan Facility previously, now
en route to another Metropolitan facility for disposal (termed Journey Waste)
In any of the scenarios listed above, customer waste can be either Billed (Invoiced) to the
Customer or Unbilled (Not Yet Invoiced) to the Customer. A flowchart of the business
cycle appears in Exhibit 4.
Sample Transactions
To help understand how the new revenue recognition rules will affect
Metropolitan, Keen developed several model customer transactions to discuss with
Metropolitan’s external auditors:
Scenario 1
Customer A is located in Cleveland, Ohio and is a producer of soaps, dyes, and perfumes.
Through their manufacturing process, they have accumulated waste that, by law, requires
them to dispose of the waste as hazardous material. On September 1, Metropolitan signs
a contract with the customer for the collection, transport and disposal of the hazardous
material. On September 5th, Metropolitan serviced Customer A by going to their site and
collecting and transporting the waste back to the Metropolitan Columbus, Ohio facility
for disposal. On that same day, Metropolitan took possession of the waste and billed the
customer for the collection, transportation and disposal of the waste. The waste was
safely destroyed on October 5.
The contract provides that Metropolitan will provide all three services to the customer for
a combined price of $350,000. Since disposal is considered to be the major part of the
contract, Metropolitan is not entitled to payment until the hazardous material is
incinerated. The customer makes a deposit of $200,000 on the date the contract is signed.
If the customer cancels the contract at any time before the disposal process is initiated,
Metropolitan may keep the $200,000 deposit.
Scenario 2
In response to an earthquake in Southern California on May 1st, Metropolitan has
contracted with the County and City of Los Angeles to assist with their cleanup efforts.
Metropolitan is working onsite to assist clean-up crews, the National Guard, and other
volunteers with the collection of waste and the decontamination of sites, waste removal
and transportation, and disposal efforts. It is estimated that crews will be working at the
damage areas for six months and that Metropolitan’s personnel will remain on site fulltime, 24 hours per day, 7 days per week.
Each phase of the contract will be accounted for and billed separately. Collection and
decontamination will be billed at cost plus 20%. Estimated costs for collection and
decontamination total $10,000,000. Transportation fees are estimated to be $500,000.
Disposal and waste burial fees are estimated to be $5,000,000.
During the clean-up, Metropolitan accumulated 2.4 million pounds of waste that requires
proper disposal. Travel between Southern California and North Dakota is fairly lengthy,
and therefore, Metropolitan is collecting all the waste at the disaster site before they
transport it to the landfill. To remain in compliance with regulations of the federal
government, Metropolitan is taking possession of the waste while they are collecting it in
Southern California. In other words, Metropolitan assumes all risks associated with the
job now, instead of when it is received at the waste management facility in North Dakota.
During the collection and decontamination phase, Metropolitan is billing the Disaster
Relief Agency of the Federal Government for labor, materials, equipment, and employee
expenses (such as hotels, food, and employee transportation).
Collection and
decontamination were completed on November 1. Transportation to the North Dakota
disposal site was initiated on November 10 and completed on November 15. Disposal
and burial was initiated on December 1, and completed on January 15 of the following
year. The Disaster Relief Agency was billed for transportation on November 10 and
billed for disposal and burial on December 1.
Scenario 3
Assume the same facts as in Scenario 2, except for each month Metropolitan completes
the collection and decontamination ahead of schedule, Metropolitan will receive a 10% of
total contract price performance bonus (i.e., a 10% increase in total fees, or $1,750,000).
Assume on September15, Metropolitan is confident that the collection and
decontamination phase of the contract will completed one month ahead of schedule, i.e.,
by October 1.
Scenario 4
Assume the same facts as in Scenario 2, except that Metropolitan has agreed to complete
collection and decontamination, transportation, disposal and burial, for the following
fixed fee schedule: collection and decontamination: $12,000,000; transportation:
$500,000; disposal and burial: $5,000,000.
On July 1, Metropolitan has not completed the collection and decontamination efforts.
Estimated costs incurred to date equal $4,000,000. The collection and decontamination
efforts have been more difficult and expensive than originally anticipated. Metropolitan
is unable to estimate on July 1 when the collection and decontamination efforts will be
completed and how much these efforts will cost. Metropolitan, however, does not expect
to lose money on the collection and decontamination phase of the project, or on any other
phase of the project.
Metropolitan incurs costs of $1,500,000 per month for the months of July, August,
September and October. On October 1, Metropolitan is able to determine it will be able
to complete the collection and decontamination phase by November 1, the original
estimated completion date. The collection and decontamination was completed on
November 1. Transportation was initiated on November 10 and completed on November
15. Disposal and burial was initiated on December 1 and completed on January 15 of the
following year.
Preliminary Thoughts on Revenue Recognition
Prior to Metropolitan going public, not much emphasis was put on their revenue
recognition policies since they were not required to publish financial statements for the
Securities and Exchange Commission. However, now that Metropolitan is a public
company, Robert Keen needs to understand and anticipate the effect of the new revenue
recognition rules on Metropolitan’s financial statements.
Now that he has reviewed the financial statements, the flowchart on
Metropolitan’s business cycle, and several transactions with representative clients, Robert
needs to answer some questions before meeting with the auditors.
Pretend you are the manager on the Metropolitan account for Robertson and Daniels.
You have been charged with researching and explaining how the new revenue
recognition rules apply to the scenarios developed by Mr. Keen. You have been asked to
write a (not to exceed) five-page memo to the partner on the Metropolitan account
detailing the results of your investigation. Be sure to include the following in your
memo:
Required
1. For each scenario, and for each type of service (e.g., collection and
decontamination, transportation, disposal), describe when and why and how much
revenue should be recognized at a particular point in time or during a particular
time period. Show calculations and provide example journal entries for relevant
accounting periods.
2.
Provide citations from the Accounting Standards Codification. Explain in your
own words what the language in the codification means and how the language
supports your recommendations.
3. In your answers to each scenario, be sure to discuss: whether revenue is
recognized at a point in time or over time; what are the distinct performance
obligations for each scenario and how this affects revenue recognition; how
revenue is calculated for each scenario and time period and each service provided.
4. Draft a footnote (for Metropolitan’s financial statements) describing in plain
language Metropolitan’s revenue recognition policies.
Required:
Exhibit 1
METROPOLITAN, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
As of December 31,
2001
2000
Current assets:
Cash and cash equivalents
Restricted cash
Marketable securities
Accounts receivable, net of allowance for doubtful accounts of $2,419 and $3.723, respectively
Due from safety-kleen
Unbilled accounts receivable
Deferred costs
Prepaid expenses
Supplies inventories
Deferred tax assets
Income taxes receivable
Properties held for sale
Total current assets
Property, plant, and equipment:
Land
Landfill Assets (Asset retirement costs (non-landfill))
Buildings and improvements
Vehicles and equipment
Furniture and fixtures
Construction in progress
Less—accumulated depreciation and amortization
Total Property, plant, and equipment
Other assets:
Restricted cash
Deferred financing costs
Goodwill
Permits and other intangibles, net of accumulated amortization of $27,954 and $22,557, respectively
Deferred tax assets
Other
Total other assets
Total assets
6,715
0
0
44,855
0
1,690
526
1,962
4,115
3,986
0
0
63,849
2,629
768
0
47,201
0
0
0
1,563
3,379
2,400
203
0
58,143
8,478
0
44,152
94,840
2,230
1,843
151,543
98,119
53,424
8,478
0
42,700
90,794
2,225
794
144,991
89,389
55,602
1,044
4,711
19,032
10,585
0
4,313
39,685
156,958
0
0
19,799
11,667
0
4,357
35,823
149,568
Current liabilities:
Uncashed checks
Revolving credit facility
Current portion of long-term debt
Current portion of capital lease obligations
Accounts payable
Accrued disposal costs
Deferred revenue
Other accrued expenses
Current portion of closure, post-closure and remedial liabilities
Income taxes payable
Total current liabilities
Other liabilities:
Environmental liabilities, less current portion
Long-term obligations, less current maturities
Capital lease obligations, less current portion
Deferred tax liability
Other long-term liabilities
Accrued pension cost
Total other liabilities
Commitments and contingent liabilities
Redeemable Series C Convertible Preferred Stock, $.01 par value: authorized and 25,000 shares,
respectively; issued and outstanding
Stockholders’ equity:
Preferred stock, $.01 par value:
Series A convertible preferred stock: authorized 0 and 894,585 shares respectively; issued and
outstanding
Series B convertible preferred stock: authorized 156,416 shares; issued and outstanding 69,000 and
70,000 shares, respectively (liquidation preference of $3.5 million)
Common stock, $.01 par value:
Authorized 40,000,000 and 20,000,000 shares, respectively; issued and outstanding 19,352,878 and
14,327,224 shares, respectively
Additional paid-in capital
Accumulated other comprehensive income
Restricted stock unearned compensation
Accumulated deficit
Total stockholders’ equity
Total liabilities, redeemable convertible preferred stock and stockholders’ equity
4,184
0
0
3,814
19,017
4,598
6,058
15,069
155
425
53,320
0
0
0
2,405
19,100
3,313
4,166
12,601
0
137
41,722
1,726
49,410
0
2,933
0
0
54,069
0
64,853
0
0
1,358
0
66,211
0.00
0.00
0.00
0.00
1.00
1.00
115
64,838
0
0
(15,385)
49,569
156,958
112
61,999
0
0
(20,477)
41,635
149,568
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands except per share amounts)
For the years
ended December 31,
2001
2000
METROPOLITAN, INC. AND SUBSIDIARIES
Revenues
Cost of revenues (exclusive of items shown separately below)
Selling, general and administrative expenses
Accretion of environmental liabilities
Depreciation and amortization
Restructuring
Other acquisition costs
Income from operations
Other income (expense)
Loss on refinancing
Interest expense, net of interest income of $1,403, $692 and $1,003, respectively
Income (loss) before provision for income taxes and cumulative effect of change in accounting principle
Provision for income taxes
Income (loss) before cumulative effect of change in accounting principle
Cumulative effect of change in accounting principle, net of taxes
Net income (loss)
Redemption of Series C Preferred Stock, dividends on Series B and C Preferred Stocks and accretion on Series C
Preferred Stock
Net income (loss) attributable to common stockholders
251,601
178,348
43,727
0
11,113
0
0
18,413
0
0
233,466
166,303
42,238
0
10,656
0
0
14,269
0
0
(10,724)
7,952
2,412
5,540
0
5,540
(9,167)
5,102
(2,016)
7,118
0
7,118
448
5,092
448
6,670
Basic income (loss) per share:
Income (loss) before cumulative effect of change in accounting principle
Cumulative effect of change in accounting principle, net of tax
Basic income (loss) attributable to common stockholders
Diluted income (loss) per share:
Income (loss) before cumulative effect of change in accounting principle
Cumulative effect of change in accounting principle, net of tax
Diluted income (loss) attributable to common stockholders
Weighted average common shares outstanding
0.42
0.00
0.42
0.65
0.00
0.65
0.38
0.00
0.38
11,404
0.63
0.00
0.63
11,085
Weighted average common shares outstanding plus potentially dilutive common shares
12,676
11,305
METROPOLITAN, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(dollars in thousands)
For the years
ended December 31,
2001
2000
5,540
7,118
11,113
10,656
Cash flows from operating activities:
Net income (loss)
Depreciation and amortization
Loss on refinancings
0
0
Allowance for doubtful accounts
587
684
Amortization of deferred financing costs
636
345
0
0
0
0
Accretion of environmental liabilities
Changes in environmental estimates
Amortization of debt discount
238
0
1,347
(2,400)
Tax benefit of stock options
0
0
Impairment of assets held for sale
0
0
(Gain) loss on sale of fixed assets
(60)
(70)
Stock-based compensation
0
0
Loss on embedded derivative
0
0
Foreign currency (gain) loss on intercompany transactions
0
0
Cumulative effect of change in accounting principle, net of taxes
0
0
Deferred income taxes
Changes in assets and liabilities:
Accounts receivable
451
(5,774)
Unbilled accounts receivable
(382)
1,669
Deferred costs
(130)
(14)
Prepaid expenses
(399)
(469)
Supplies inventories
(736)
(571)
Income tax receivable
Other assets
Accounts payable
203
(81)
44
(224)
120
374
Environmental expenditures
(115)
(38)
Deferred revenue
1,496
154
Accrued disposal costs
1,285
748
Other accrued expenses
3,106
1,382
288
80
24,632
13,569
Income taxes payable, net
Net cash provided by operating activities
Cash flows from investing activities:
Acquisition of CSD assets, purchase adjustments
Additions to property, plant and equipment
Cost of restricted investments purchased
0
0
(7,277)
(7,403)
(276)
(768)
Proceeds from sales of restricted investments
0
1,152
Purchases of marketable securities
0
0
Sales of marketable securities
0
0
Proceeds from sales of fixed assets
124
148
Increase in permits
(76)
(92)
0
0
Proceeds from insurance claim
Costs to obtain or renew permits
0
0
(7,505)
(6,963)
Issuance of (repayments) on Senior Loans
0
0
Issuance of Senior Secured Notes
0
0
Net cash (used in) provided by investing activities
Cash flows from financing activities:
Net borrowings (repayments) under revolving credit facility
(1,394)
(8,203)
Issuance of preferred stock and embedded derivative
0
0
Issuance cost of preferred stock
0
0
(17,109)
(1,867)
Payments on long term obligations
Redemption of Series C preferred stock
Change in uncashed checks
Proceeds from exercise of stock options
Proceeds from exercise of warrants
Dividend payments on preferred stock
Deferred financing costs incurred
Proceeds from employee stock purchase plan
Payments on capital leases
Issuance of (repayment) of Subordinated Notes or Subordinated Loans
Repayment of Subordinated Notes
0
0
4,184
0
108
156
0
0
(224)
0
(2,795)
0
189
154
0
0
35,000
0
0
0
19,000
3,000
Proceeds from issuance of common stock, net
0
0
Debt extinguishment payments
0
0
Cash paid in lieu of warrants
0
0
(50,000)
0
(13,041)
(6,760)
4,086
(154)
Borrowings on Term Notes
Repayment of Senior Notes
Net cash provided by (used in) financing activities
Increase (decrease) in cash and cash equivalents
Effect of exchange rate change on cash
0
0
Cash and cash equivalents, beginning of year
2,629
2,783
Cash and cash equivalents, end of year
6,715
2,629
Supplemental information:
Interest
8,858
9,172
Income taxes
696
381
Stock dividend on preferred stock
224
448
Property, plant and equipment accrued
203
896
0
0
New capital lease obligations
Exhibit 2
METROPOLITAN’S SERVICES
TECHNICAL SERVICES
Transportation and Disposal
Services
MetroPack - Chemical
Management Services
Incineration
WasteWater Treatment
Landfill
Recycling
Lab Chemical Disposal
Explosives Management
Laboratory Chemical Packing
Household Hazardous Waste
Reactive Materials Services
Laboratory Moves
On-Site Program Management
SITE SERVICES
Field Services
Industrial Services
Emergency Response
Site Decontamination
Excavation and Removal
Product Recovery and Transfer
Tank Cleaning
Utility Services
Scarifying and Media Blasting
Remediation and Environmental
Construction
Environmental Quality, Industrial
Strength Chemical Cleaning
Dewatering and Pressing
Hydroblasting
Material Processing
Rail Car Cleaning and Inspection
Steam Cleaning
Exhibit 2 continued
METROPOLITAN’S SERVICES
Metro Onsite Services
Customizing an Environmental Program - Bringing our expertise and resources right to the
customer, Metropolitans' Metro Program is a premier on-site solution that serves the dual
purpose of not only improving customers' waste stream management, but also making their
entire environmental program safer, more cost-effective and self-sufficient. Metropolitans’
skilled technicians work on site in tandem with customers to deliver proper waste
transportation and disposal, lab chemical packing (MetroPack), industrial cleaning and
maintenance, and more. Whether a customer requires a single field technician or a 20-person
team of diversified talent, Metropolitan can design the right program to satisfy their specific
needs.
Metropolitan Training Services
Our training specialists provide environmental services and health & safety training at your
location or at one of our nationwide locations. You can take advantage of our many openenrollment classes, have us design customized programs, or help you with
technical/procedure writing and development. Whether you need training to meet OSHA,
DOT or EPA requirements let Metropolitan training services help you meet the demands to
provide continuous education and training for your employees.
Metro Chemical
Distributing raw materials from the world's leading chemical manufacturers, Metro Chemical
is your full service supplier of specialty and commodity chemicals. Take advantage of Metro
Chemical's Total Solvent Management (TSM), a state of the art program that offers
manufacturers the ability to out source key business activities with a high level of confidence.
The TSM solution will aid you in reducing storage, inventory-carrying cost, regulatory
reporting and waste minimization due to obsolescence.
Exhibit 3
Organizational Chart
Adam T. Moroney
Chairman and Chief Executive Officer
Gino Coluno
Site Services President
Wilson F. Gary
Exec. Vice President and General Council
Erin R. Gibson
Sr. Vice President of Disposal Service
John Ridge
Vice President of Financial Compliance
Don N. Patrino
Exec. Vice President of Sales and Service
Thomas Putullo
Exec. Vice President of Strategic Initiatives
Robert B. Keen
Exec. Vice President & Chief Financial Officer
Janice N. Topps
Vice President of Ecommerce & Marketing
Mike G. Tide
Chief Technology Officer
Benjamin Watson
Sr. Vice President of Transportation
Alan S. McKim
Chairman and Cheif
Executive Officer
Gene Cookson
Site Services
President
William J. Geary
Exec. Vice President
General Counsel
Eric W. Gerstenberg
Sr. Vice President
Disposal Services
Roger A. Koenecke
Vice President
Financial Compliance
David M. Parry
Exec. Vice President
Sales and Service
Tony Pucillo
Exec. Vice President
Strategic Initiatives
Jim Rutledge
Exec. Vice President
Cheif Financial
Officer
Jean M. Tourre
Vice President
Ecommerce &
Marketing
Michael J. Twohig
Cheif Financial
Officer
Brian Weber
Sr. Vice President
Transportation
Exhibit 4
Flow Chart of Metropolitan’s
Business Cycle
Customer Transporting to
Metropolitan
Waste Picked Up From Customer
YES
NO
Sent to 3rd Party
for Final Disposal
Was the Waste Received at a
Metropolitan Facility?
YES
YES
Final Disposal
Takes Place
Was the Customer Waste
Processed?
NO
Waste is placed in Metropolitan’s
Facility Inventory
YES
Stays in
Inventory
NO
Was the Customer Waste
Processed?
NO
Shipped to another Metropolitan
Facility
Final Disposal
Takes Place