FSA Consortium Principles Under the New Revenue Recognition Standard May 2015 Deloitte Foundation/Federation of Schools of Accountancy Faculty Consortium May 2015 Course Introduction Agenda Course flow New Revenue Recognition Standard Review Case Studies & Discussion Session I: Step 1: Identification of a contract with a customer & Step 2: Identifying the performance obligations Session II: Step 3: Determining the transaction price & Step 4: Allocating the transaction price Session III: Step 5: Recognizing revenue & other issues 2 Copyright © 2015 Deloitte Development LLC. All rights reserved. New Revenue Recognition Standard Review Preparing for Change - Key Participants FASB & IASB Boards • Amend standard clarifications & practical expedients SEC • Staff announcements PCAOB AICPA • 16 Industry specific working groups • Audit & Accounting Guides TRG • Inform the Boards of implementation issues • Quarterly meetings Auditors Preparers Users ASU 2014-09 / IFRS 15 Issued May 2014 4 Copyright © 2015 Deloitte Development LLC. All rights reserved. Joint Transition Resource Group (TRG) Purpose • To seek feedback on potential implementation issues that will help the boards determine whether to take additional action Hot Topics • • • • • • • • 5 Licenses of intellectual property Identification of performance obligations Collectability Gross versus net presentation Customer options Variable consideration Noncash consideration Effective date Copyright © 2015 Deloitte Development LLC. All rights reserved. Revenue Recognition Scope • Applies to an entity’s contracts with customers • Some key aspects apply to transfers of non-financial assets that are not businesses • Does not apply to: • Lease contracts • Insurance contracts • Transfers of financial assets/ contractual rights within financial assets • Guarantees 6 Copyright © 2015 Deloitte Development LLC. All rights reserved. The five steps revenue recognition process Core principle: Recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration the entity expects to be entitled in exchange for those goods or services Identify the contract with a customer (Step 1) Identify the performance obligations in the contract (Step 2) Determine the transaction price (Step 3) Allocate the transaction price to performance obligations (Step 4) Recognize revenue when (or as) the entity satisfies a performance obligation (Step 5) This revenue recognition model is based on a control approach which differs from the risks and rewards approach applied under current U.S. GAAP. 7 Copyright © 2015 Deloitte Development LLC. All rights reserved. Step 1: Identifying the contract Step 1 Step 2 Step 3 Step 4 Step 5 A legally enforceable contract (oral or implied) must meet all of the following requirements: The parties have approved the contract and are committed to perform The entity can identify each party’s rights regarding goods or services The entity can identify the payment terms for the goods or services to be transferred The contract has commercial substance It is probable the entity will collect the consideration to which it will be entitled in exchange for the goods or services that will be transferred to the customer A contract will not be in the scope if: The contract is wholly unperformed 8 AND Each party can unilaterally terminate the contract without compensation Copyright © 2015 Deloitte Development LLC. All rights reserved. FASB Clarifications Step 1 Step 2 Step 3 Step 4 Step 5 Identifying the Contract - Tentative FASB Decisions: Collectability The standard would be amended to clarify that: • An entity would not simply assess the probability of collecting all the consideration in a contract. Rather, collectibility would be assessed on the basis of the amount to which the entity will be entitled in exchange for the goods or services that will transfer to the customer (i.e., collectibility is not assessed on those goods or services that will not transfer because the customer fails to pay). • A contract is considered terminated if the entity has the ability to stop (or has actually stopped) transferring additional goods or services to the customer. 9 Copyright © 2015 Deloitte Development LLC. All rights reserved. Step 2: Identifying performance obligations Step 1 Step 2 Step 3 Step 4 Step 5 The ASU defines a performance obligation as a promise to transfer to the customer a good or service (or a bundle of goods or services) that is distinct. Identify all (explicit or implicit) promised goods and services in the contract Are promised goods and services distinct from other goods and services in the contract? CAPABLE OF BEING DISTINCT Can the customer benefit from the good or service on its own or together with other readily available resources? YES Account for as a performance obligation 10 DISTINCT IN CONTEXT OF CONTRACT AND Is the good or service separately identifiable from other promises in the contract? NO Combine 2 or more promised goods or services & reevaluate Copyright © 2015 Deloitte Development LLC. All rights reserved. Step 2: Identifying performance obligations Distinct in the context of the contract • In order for a promised good or service to be distinct it must be “separately identifiable from other promises in the contract.” • Factors that indicate that a promised good or service is distinct include: • No significant service of integrating the good or service (i.e., the entity is not using the good or service as an input to produce or deliver the combined output specified by the customer) • The good or service does not significantly modify or customize another good or service promised in the contract. • The good or service is “” other promised gnot highly dependent on, or highly interrelated withoods or services in the contract. The FASB is providing clarification around identifying performance obligations. 11 Copyright © 2015 Deloitte Development LLC. All rights reserved. FASB Clarifications Step 1 Step 2 Step 3 Step 4 Step 5 Identifying Performance Obligations- Tentative FASB Decisions: ASU 2014-09: Distinct in the Context of the Contract In order for a promised good or service to be distinct it must be “separately identifiable from other promises in the contract.” • Factors that indicate that a promised good or service is distinct include: • No significant service of integrating the good or service (i.e., the entity is not using the good or service as an input to produce or deliver the combined output specified by the customer) • The good or service does not significantly modify or customize another good or service promised in the contract • The good or service is “not highly dependent on, or highly interrelated with” other promised goods or services in the contract To clarify the meaning of a promise that is separately identifiable, due to complexity and judgment in application, the FASB has tentative plans to: • Expand upon the articulation of “separately identifiable,” • Reframe the separation criteria to focus on a bundle of goods or services, and • Add examples to the standard’s implementation guidance 12 Copyright © 2015 Deloitte Development LLC. All rights reserved. FASB Clarifications Step 1 Step 2 Step 3 Step 4 Step 5 Identifying Performance Obligations- Tentative FASB Decisions: Immaterial Promised Goods or Service • Amend the standard to permit entities to evaluate the materiality of promises at the contract level and that, if the promises are immaterial, the entity would not need to evaluate such promises further. Shipping and Handling Services Add guidance that clarifies: • Before Control Transfers - Shipping and handling activities that occur before control transfers to the customer are fulfillment costs. • After Control Transfers - When costs are incurred after control transfers, allow entities to elect a policy to treat shipping and handling activities as fulfillment costs if they do not represent the predominant activity in the contract and they occur after control transfers. 13 Copyright © 2015 Deloitte Development LLC. All rights reserved. Step 3: Determining the transaction price Step 1 Step 2 Step 3 Step 4 Step 5 Principle: The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer (which excludes estimates of variable consideration that are constrained). Transaction price shall include… – fixed consideration – variable consideration (estimated and potentially constrained) – noncash consideration – adjustments for significant financing component – adjustments for consideration payable to customer Transaction price does NOT include… – effects of customer credit risk 14 Copyright © 2015 Deloitte Development LLC. All rights reserved. Step 3: Determining the transaction price Variable consideration • Variable consideration includes all consideration that is subject to uncertainty for reasons other than collectability. o Examples include discounts, rebates, refunds, credits, incentives, performance bonuses/penalties, contingencies, price concessions, or other similar items • When accounting for variable consideration an entity shall… o Estimate using expected value (probability weighted) or most likely amount methods Subject to the following “constraint”: o Include some or all of the amount of variable consideration in the transaction price to the extent that it is “probable” that a subsequent change in the estimate would not result in a significant revenue reversal o Consider the following factors in assessing whether the estimated transaction price is subject to significant revenue reversal: Highly susceptible to factors outside entity’s influence Uncertainty not expected to be resolved for a long time Entity’s experience is limited Entity typically offers broad range of price concessions/payment terms Broad range of possible outcomes The FASB is providing clarification around application of the royalty constraint. 15 Copyright © 2015 Deloitte Development LLC. All rights reserved. FASB Clarifications Step 1 Step 2 Step 3 Step 4 Step 5 Determining the transaction price - Tentative FASB Decisions Noncash Consideration • The FASB decided to amend the standard to clarify that: – An entity should measure FV of noncash consideration at contract inception. – The constraint would not apply to variability in the form of consideration. • Thus for noncash consideration, the constraint would apply only to variability resulting from reasons other than the form of consideration. Sales and Usage-Based Royalties • The FASB agreed that an entity would apply the royalty constraint if the license is the “predominant” feature to which the royalty relates. • Implications of the tentative decision include: – Permits broader application of the royalty constraint (than if it were limited to royalty arrangements that contain only licenses) and would eliminate the potential need to apply variable consideration and royalty constraint guidance to different portions of a single royalty. – Requires judgment to determine whether a license of IP, when “bundled” with other goods or services (i.e., the license is not a distinct performance obligation), is the predominant item to which the royalty relates. 16 Copyright © 2015 Deloitte Development LLC. All rights reserved. Step 4: Allocating the transaction price Step 1 Step 2 Step 3 Step 4 Step 5 Allocate transaction price on a relative standalone selling price basis (estimate standalone selling price if not observable). • The expected cost-plus margin method, adjusted market assessment method, or residual method (only if price is highly variable or uncertain) are acceptable. Allocate consideration (and changes) in the transaction price to all performance obligations (based on initial allocation) unless a portion of (or changes in) the transaction price relate entirely to one (or more) obligations and certain criteria are met. Do not reallocate for changes in standalone selling prices. If certain criteria are met, a discount or variable consideration may be allocated to one or more, but not all, of the performance obligations in a contract. 17 Copyright © 2015 Deloitte Development LLC. All rights reserved. Step 5: Recognizing revenue Step 1 Step 2 Step 3 Step 4 Step 5 Evaluate if control of a good or service transfers over time, if not then control transfers at a point in time. An entity satisfies a performance obligation over time if… The customer receives and consumes the benefit as the entity performs. (e.g., cleaning service) OR OR Performance creates or enhances a customer controlled asset. (e.g., home addition) OR Performance does not create an asset with an alternative use and the entity has an enforceable right to payment for performance OR completed to date. Measure progress toward completion using input/output methods 18 Copyright © 2015 Deloitte Development LLC. All rights reserved. Step 5: Recognizing revenue For performance obligations satisfied at a point in time, indicators that control transfers include, but are not limited to, the following: The entity has a present right to payment. The customer has legal title. The entity has transferred physical possession. The customer has the significant risks and rewards of ownership. The customer has accepted the asset. 19 Copyright © 2015 Deloitte Development LLC. All rights reserved. New Revenue Standard Implementation Guidance - licenses Step 2: Identifying the performance obligations License is distinct. Account for as a performance obligation License is not distinct. Combine two or more promised goods or services Is the consideration in the form of a sales- or usage-based royalty? NO YES Recognize revenue when subsequent sales or usage occurs Does the license provide access? YES NO Recognize revenue over time Recognize revenue at a point in time See next slide 20 • Contract requires, or customer reasonably expects, the entity will undertake activities that significantly affect the IP. • Rights granted by license directly expose customer to positive or negative effects of the activities. • Those activities do not result in the transfer of a good or service as those activities occur. Copyright © 2015 Deloitte Development LLC. All rights reserved. FASB Clarifications Nature of IP License- Tentative FASB Decision Does the IP have significant standalone functionality? YES Functional IP Form or functionality of IP expected to change as a result of activities of licensor that do not transfer a promised good or service to the customer, and the customer has the right only to the most current version of the IP? YES Right to Access License Recognize revenue over time NO Symbolic IP Entity will undertake activities to support and maintain the IP; activities significantly affect the utility of the IP Right to Access License Recognize revenue over time NO Right to Use License Recognize revenue at a point in time Sales and Usage-Based Royalties- An entity would apply the royalty constraint if the license is the predominant feature to which the royalty relates (i.e. an entity would not split a royalty and apply both the royalty and general constraints to it). 21 Copyright © 2015 Deloitte Development LLC. All rights reserved. New Revenue Recognition Standard Other aspects • Contract costs• Costs to obtain a contract • Costs to fulfill a contract • Amortization/impairment • Transition • Retrospective or modified retrospective • Other proposed clarifications • Contract Modifications – permits hindsight in transition • Sales Taxes Presentation – Gross versus Net – A practical expedient would be added to the standard that permits entities to present sales taxes on a net basis. 22 Copyright © 2015 Deloitte Development LLC. All rights reserved. FASB Clarifications Transition and Sales Taxes Presentation - Tentative FASB Decisions Practical Expedients Upon Transition - Contract Modifications • A practical expedient would be added to the standard that permits entities to use hindsight in determining contract modifications for transition purposes (i.e. to determine the transaction price and allocate the transaction price to all satisfied and unsatisfied performance obligations on the basis of historical stand-alone prices) as of the CMAD (see below). • A new term, “contract modification adjustment date” (CMAD), would be added to the standard and defined as the beginning of the earliest year presented upon initial adoption of the standard. Sales Taxes Presentation – Gross versus Net • A practical expedient would be added to the standard that permits entities to present sales taxes on a net basis. The expedient’s scope would apply to the same sales taxes as those under existing U.S. GAAP. 23 Copyright © 2015 Deloitte Development LLC. All rights reserved. What is the effective date for public and non-public entities? Public entities: • Annual reporting periods beginning after December 15, 2016, including interim reporting periods therein (FY 2017) • Early application not permitted Nonpublic entities: • Mandatory effective date: – Annual reporting periods beginning after December 15, 2017 and interim reporting periods thereafter (FY 2018) • Option to use public entity effective date: The FASB is proposing a one year delay of effective date (option to adopt as of original effective date). 24 Copyright © 2015 Deloitte Development LLC. All rights reserved. Stay tuned! • FASB, IASB, TRG, SEC, AICPA, and accounting firms are still in the process of interpreting the guidance in the standard. • Practice may evolve out of industry interpretations. • Newest developments at FASB may result in the ASU being revised before it comes effective. Stay Tuned! Things are changing. Read publications to keep up to date on latest information. USGAAPplus.com contains the latest news in financial reporting 25 Copyright © 2015 Deloitte Development LLC. All rights reserved. Case Studies Session I Step 1: Identifying the Contract Activity overview For this activity, we will: 1. Review guidance on Step 1 2. Review case facts and question 3. Discuss at tables (5 minutes) 4. Debrief as a group (10 minutes) Total time: ~20 minutes 29 Copyright © 2015 Deloitte Development LLC. All rights reserved. Step 1: Identifying the contract Step 1 Step 2 Step 3 Step 4 Step 5 A legally enforceable contract (oral or implied) must meet all of the following requirements: The parties have approved the contract and are committed to perform The entity can identify each party’s rights regarding goods or services The entity can identify the payment terms for the goods or services to be transferred The contract has commercial substance It is probable the entity will collect the consideration to which it will be entitled in exchange for the goods or services that will be transferred to the customer A contract will not be in the scope if: The contract is wholly unperformed 30 AND Each party can unilaterally terminate the contract without compensation Copyright © 2015 Deloitte Development LLC. All rights reserved. Case study: Assessing collectability of contracts Case facts • • • • • ? 31 Entity A enters into 1000 homogenous contracts with different customers for fixed consideration of $1,000 each. Before entering into a contract with a customer, Entity A performs procedures designed to determine whether it is probable that the customer will pay the amount owed under the contract (e.g., a credit check) and only enters into the contract if the entity concludes that it is probable that customer will pay. During the previous three years, Entity A has collected 98% of the amounts it has billed to customers. Based on an analysis of industry and historical collection data, Entity A has concluded that the collection rate from the past three years is the probable outcome for future contracts. Entity A intends to enforce its rights to the consideration to which it is entitled (i.e., it will not offer any concessions to its customers). o Accordingly, the only variability in the contract is due to customer credit risk. Question How should Entity A assess identification of contracts for revenue recognition? • View A: Each of the 1,000 contracts qualify; resulting in $1,000,000 in revenue and $20,000 in bad debt expense upon satisfaction of the performance obligation. • View B: Only 98% of the portfolio of contracts is probable of collection; thus revenue should be $980,000 when the performance obligation is satisfied. Copyright © 2015 Deloitte Development LLC. All rights reserved. Case study: Assessing collectability of contracts Relevant resources Relevant Guidance in ASC 606 • ASC 606-10-25-1 • ASC 606-10-25-5 through 25-8 • ASC 606-10-10-4 Relevant Sections in Deloitte’s Roadmap • 3.1.1 Portfolio Approach • 5.1 Collectibility 32 Copyright © 2015 Deloitte Development LLC. All rights reserved. Case study answer: Assessing collectability of contracts How should Entity A assess collectability of the contracts? • View A: Each of the 1,000 contracts qualify; resulting in $1,000,000 in revenue and $20,000 in bad debt expense upon satisfaction of the performance obligation. At the January 26, 2015 Transition Resource Group (TRG) Meeting, the TRG members generally agreed that when collectability is probable for a portfolio of contracts, the expected amount should be recognized as revenue and the uncollectible amount should be recognized as an impairment loss in accordance with ASC 310. 33 Copyright © 2015 Deloitte Development LLC. All rights reserved. Step 2: Identifying the Performance Obligations Activity overview For this activity, we will: 1. Review guidance on Step 2 2. Review cases facts and question 3. Discuss at tables (5 minutes for each case) 4. Debrief as a group (10 minutes for each case) Total time: ~60 minutes 35 Copyright © 2015 Deloitte Development LLC. All rights reserved. Step 2: Identifying performance obligations Step 1 Step 2 Step 3 Step 4 Step 5 The ASU defines a performance obligation as a promise to transfer to the customer a good or service (or a bundle of goods or services) that is distinct. Identify all (explicit or implicit) promised goods and services in the contract Are promised goods and services distinct from other goods and services in the contract? CAPABLE OF BEING DISTINCT Can the customer benefit from the good or service on its own or together with other readily available resources? YES Account for as a performance obligation 36 DISTINCT IN CONTEXT OF CONTRACT AND Is the good or service separately identifiable from other promises in the contract? NO Combine 2 or more promised goods or services & reevaluate Copyright © 2015 Deloitte Development LLC. All rights reserved. Case study: Synthetic FOB destination Case Facts • • • • • ? Entity T, a TV manufacturer, enters into contract to ship 100 TVs from San Francisco to a customer in London for fixed consideration. The shipment from SF to London, by a 3rd party carrier, will take approximately 3 weeks. Terms are FOB shipping point. Legal title of the TVs transfers to the customer upon delivery to carrier. Entity T arranges shipping and charges customer for shipping. TVs were delivered to carrier 9 days before year end. Payment is due 30 days after receipt of goods. Entity T is not obligated to but has a history of replacing (or crediting customer’s account for) any TVs damaged during shipment. Entity T historically pursue claims against the carrier/insurance provider. Entity T has not elected the (proposed) practical expedient for shipping. Question Is shipping a separate performance obligation? Bonus for Session III – when does control of TVs transfer? 37 Copyright © 2015 Deloitte Development LLC. All rights reserved. Case study answer: Synthetic FOB destination Is shipping a separate performance obligation? • View A: Shipping is a separate performance obligation – Title to the TVs transfer to customer at shipping point. Accordingly, shipping the customer’s goods from the port (and potentially providing insurance on such goods) represents a separate performance obligation. • View B: There is only one performance obligation, the delivery of undamaged TVs. 38 Copyright © 2015 Deloitte Development LLC. All rights reserved. Case study: Identifying performance obligations for a manufacturer Case Facts • Entity M, a parts supplier, enters into contract with an OEM (i.e., M’s customer) for fixed consideration of $30 million to (1) construct equipment for the customer that M will use to make parts for the customer and (2) supply 30 million parts to the customer. • Legal title of the equipment transfers to the customer upon completion of the construction of the equipment (i.e., prior to M beginning production of the parts). • M is one of many companies that have the ability to both construct the equipment and subsequently produce the parts. ? Question Does the contract have one or more than one performance obligation? 39 Copyright © 2015 Deloitte Development LLC. All rights reserved. Case study: Identifying performance obligations for a manufacturer Relevant resources Relevant Guidance in ASC 606 • 606-10-25-20 • 606-10-25-21 Relevant Sections in Deloitte’s Roadmap • 6.3 Distinct Goods or Services 40 Copyright © 2015 Deloitte Development LLC. All rights reserved. Case study answer: Identifying performance obligations for a manufacturer Does the contract have one or more performance obligations? • The contract has multiple performance obligations because: – The customer is able to benefit from the equipment and the parts on their own. • The equipment could be used by Entity M or another manufacturer to produce parts for the customer and the parts are themselves an input in the customer’s production process. • Therefore, the equipment and parts are each capable of being distinct. – The equipment and parts are not being used to produce a combined item that is a distinct good that M has promised – The entity’s promise to provide the parts does not significantly affect the customer’s ability to derive benefit from the equipment. • Therefore, the equipment and the parts are distinct in the context of the contract (i.e., separately identifiable). 41 Copyright © 2015 Deloitte Development LLC. All rights reserved. Case study: Material right (Nonrefundable upfront fees) Case Facts • • • • ? An entity enters into monthly contract with its customer to provide a service (e.g., fitness center) and charges monthly service fees. It also charges a one-time $50 nonrefundable upfront fee (equal to one-half of one month’s service fee of $100) payable at contract signing. Customers are under no obligation to continue to purchase the monthly service after the first month. And the entity has not committed to any pricing levels for the service in future months. The activity of signing up a customer does not result in a transfer of a good or service to the customer, as such, it does not represent a separate performance obligation. The upfront fee should therefore be deferred and recognized as the future service is provided. Historical data indicates that the average customer life is two years. Questions 1. Does the renewal option create a material right (gives rise to a performance obligation) for a customer to renew the monthly service? 2. How should the entity account for the upfront fee based on your answer to the first question? 42 Copyright © 2015 Deloitte Development LLC. All rights reserved. Case study: Material right (Nonrefundable upfront fees) Relevant resources Relevant Guidance in ASC 606 • ASC 606-10-55-50 through 55-53 • ASC 606-10-55-41 through 55-45 Relevant Sections in Deloitte’s Roadmap • 6.3.3 Nonrefundable Up-Front Fees • 6.3.2 Customer Options for Additional Goods or Services 43 Copyright © 2015 Deloitte Development LLC. All rights reserved. Case study answer: Material right (Nonrefundable upfront fees) 1. Does the renewal option create a material right (gives rise to a performance obligation) for a customer to renew the monthly service? 2. How should the entity account for the upfront fee based on your answer to the first question? • Yes, the renewal option creates a material right – – • When comparing the renewal rate ($100) to the amount that a new customer would be required to pay ($150), the upfront fee is material (quantitative factor). The entity’s historical renewal experience suggests that not having to pay the upfront fee is one of the factors customers consider when deciding whether to renew their monthly contract (qualitative factor). As a result, the contract contains two performance obligations (1) one month of service and (2) a material right representing a prepayment for future services by the upfront fee. – The upfront fee would be recognized over the service periods during which the customer is expected to benefit from not having to pay an upfront fee upon renewal of service. Determining the expected period of benefit often will require judgment. *This issue was discussed at the October 2014 and January 2015 TRG Meetings. See Deloitte’s October 2014 and January 2015 TRG Snapshot for additional information. 44 Copyright © 2015 Deloitte Development LLC. All rights reserved. Session II Step 3: Determining the Transaction Price Activity overview For this activity, we will: 1. Review guidance on Step 3 2. Review case facts and question 3. Discuss at tables (5 minutes for each case) 4. Debrief as a group (10 minutes for each case) Total time: ~40 minutes 47 Copyright © 2015 Deloitte Development LLC. All rights reserved. Step 3: Determining the transaction price Step 1 Step 2 Step 3 Step 4 Step 5 Principle: The transaction price is the amount of consideration to which an entity expects to be entitled in exchange for transferring promised goods or services to a customer (which excludes estimates of variable consideration that are constrained). Transaction price shall include… – fixed consideration – variable consideration (estimated and potentially constrained) – noncash consideration – adjustments for significant financing component – adjustments for consideration payable to customer Transaction price does NOT include… – effects of customer credit risk 48 Copyright © 2015 Deloitte Development LLC. All rights reserved. Case study: Accounting for contingent revenue Case facts • • • • • • • ? On 1/2/20X1, Entity P, a manufacturer, sells a large piece of equipment to a customer for consideration equal to five percent of the customer’s future net sales for the next five years. The entity has determined that the transaction meets the criterion in Step 1 to be accounted for as a contract with a customer. Control of the equipment transfers to the customer on the date of sale (1/2/20X1). The consideration is payable after the customer issues its audited financial statements for each year (and after Entity P issues financial statements each year). Entity P has determined after careful analysis that there is not a significant financing component in the transaction. Based on the customer’s audited financial statements, the customer’s sales for the last ten years have fluctuated from $1.4 million to $2.2 million with the probability weighted average amount being $2.0 million. Entity P is highly confident that the customer’s sales will not be less than $1.6 million in any of the next five years. Question • 49 How much revenue should the entity recognize upon transferring control of the equipment to the customer? What should Entity P record on 1/2/20X1? Copyright © 2015 Deloitte Development LLC. All rights reserved. Case study: Accounting for contingent revenue Relevant resources Relevant Guidance in ASC 606 • 606-10-32-5 through 32-9 • 606-10-32-11 through 32-13 • 606-10-32-15 through 32-20 • 606-10-45-1 through 45-5 Relevant Sections in Deloitte’s Roadmap • 7.1.1 Variable Consideration • 7.2 Constraining Estimates of Variable Consideration • 7.3.2 Existence and Significance of a Financing Component • 7.3.3 Circumstances That Do Not Give Rise to a Significant Financing Component 50 Copyright © 2015 Deloitte Development LLC. All rights reserved. Case study answer: Accounting for contingent revenue How much revenue should the entity recognize upon transferring control of the equipment to the customer? The entity should recognize $400,000 $1.6 million x 5 years Estimated annual sales (for which it is probable that there will not be a significant revenue reversal) Years for which the customer will pay a royalty $8.0 million x 5 percent Royalty percentage per the contract $400,000 Transaction Price Dr Contract Asset Cr Revenue 51 $400,000 $400,000 Copyright © 2015 Deloitte Development LLC. All rights reserved. Case study answer: Accounting for contingent revenue BTW- How did Entity P arrive at the conclusion that there is not a significant financing component in the transaction? Entity P considered the guidance in ASC 606-10-32-17(b) which states that a contract with a customer would not have a significant financing component if “a substantial amount of the consideration promised by the customer is variable, and the amount or timing of that consideration varies on the basis of the occurrence or nonoccurrence of a future event that is not substantially within the control of the customer or the entity (for example, if the consideration is a sales-based royalty).” 52 Copyright © 2015 Deloitte Development LLC. All rights reserved. Case study: Insignificant variable consideration at contract level Case facts An entity enters into a contract with a customer to provide the customer with equipment and a consulting service. The contractual price for the equipment is fixed at $10 million. The contract does not include a fixed price for the consulting service, but if the customer’s manufacturing costs decrease by 5% over a oneyear period, the entity will receive $10,000 for the consulting service. Also assume the following: • The equipment and the consulting service are separate performance obligations. • The standalone selling prices of the equipment and consulting service are determined to be $10 million and $10,000, respectively. • The entity concludes $10,000 is the consideration amount for the consulting service using the most likely amount method under ASC 606-10-32-8. • The entity allocates the performance-based fee of $10,000 entirely to the consulting service in accordance with ASC 606-10-32-40. ? Question • Should the constraint on variable consideration be applied at the contract level ($10.01 million) or the performance obligation level ($10,000)? 53 Copyright © 2015 Deloitte Development LLC. All rights reserved. Case study answer: Insignificant variable consideration at contract level Should the constraint on variable consideration be applied at the contract level ($10.01 million) or the performance obligation level ($10,000)? The constraint on variable consideration should be applied at the contract level because the unit of account for determining the transaction price (Step 3 of the new standard) is the contact, not the performance obligation. 54 Copyright © 2015 Deloitte Development LLC. All rights reserved. Case study: Widgets for Stock Case facts On September 1, Entity W enters into a contract with a Customer C to provide the customer with 100 widgets on December 15. In return, Customer C promises to transfer to Entity W, upon inspection and acceptance of the widgets, but no later than December 28, 10 shares of C stock. Customer C is a private company. The transaction occurs as contracted and stock is delivered on December 28. Assume these additional facts: • On September 1 the selling price of a widget is $10. On November 1, Entity W institutes a price increase of $0.55 per widget. • The estimated fair value of a share of Customer C stock, based on limited private transactions, is as follows: • • • • ? September 1 = $100 November 1 = $95 December 15 = $102 December 28 = $105 Question • How should the entity measure the transaction? 55 Copyright © 2015 Deloitte Development LLC. All rights reserved. Case study answer: Widgets for Stock How should Entity W measure the transaction? • • • • • View A = $1000 View B = $950 View C = $1020 View D = $1050 View E = $1055 View A - $1000. The FASB is proposing to clarify that non-cash consideration is measured at contract inception. [The IASB is not proposing a similar clarification; other views are to measure when the non-cash consideration when received ($1050) or when the performance obligation is satisfied ($1020)] 56 Copyright © 2015 Deloitte Development LLC. All rights reserved. Step 4: Allocating the Transaction Price Activity overview For this activity, we will: 1. Review guidance on Step 4 2. Review case facts and question 3. Discuss at tables (10 minutes) 4. Debrief as a group (15 minutes) Total time: ~30 minutes 58 Copyright © 2015 Deloitte Development LLC. All rights reserved. Step 4: Allocating the transaction price Step 1 Step 2 Step 3 Step 4 Step 5 Allocate transaction price on a relative standalone selling price basis (estimate standalone selling price if not observable). • The expected cost-plus margin method, adjusted market assessment method, or residual method (only if price is highly variable or uncertain) are acceptable. Allocate consideration (and changes) in the transaction price to all performance obligations (based on initial allocation) unless a portion of (or changes in) the transaction price relate entirely to one (or more) obligations and certain criteria are met. Do not reallocate for changes in standalone selling prices. If certain criteria are met, a discount or variable consideration may be allocated to one or more, but not all, of the performance obligations in a contract. 59 Copyright © 2015 Deloitte Development LLC. All rights reserved. Case study: Allocating a discount Case facts Entity W sells three items A, B, and C, respectively. The standalone selling prices of A, B, and C are as shown to the right: Product Item A Item B Item C Standalone Selling Price $30 $70 $50 Date 03/31/X1 06/30/X1 09/30/X1 Deliverable Item A Item B Item C Consider the following scenarios: SCENARIO 1 On January 1, 20X1, the entity enters into a contract with a customer to provide the customer with one of each item for consideration of $135 (a $15 discount) based on the schedule to the right: The following bundles are also regularly sold at the following combined prices: Bundle A+B A+C B+C ? Price $85 $65 $105 Combined Standalone Selling Price $30 + $70 = $100 $30 + $50 = $80 $70 + $50 = $120 Discount in Bundle $15 $15 $15 Question For Scenario 1, how would the entity allocate the discount in the contract? 60 Copyright © 2015 Deloitte Development LLC. All rights reserved. Case study: Allocating a discount Relevant resources Relevant Guidance in ASC 606 • 606-10-32-28 through 32-30 • 606-10-32-31 through 32-35 • 606-10-32-36 through 32-38 • 606-10-32-39 through 32-41 Relevant Sections in Deloitte’s Roadmap • 8.1 Allocation Based on Stand-Alone Selling Price • 8.2 Allocation of a Discount • 8.3 Allocation of Variable Consideration 61 Copyright © 2015 Deloitte Development LLC. All rights reserved. Case study answer: Allocating a discount For Scenario 1, how would the entity allocate the discount in the contract? • • The entity does NOT have sufficient evidence to demonstrate that the discount in the contract relates to any specific performance obligation (i.e., the evidence does not support that the discount is not just a volume-based discount attributable to a customer buying a bundle of items). Accordingly, the discount of $15 should be allocated pro-rata to each of the performance obligations based on their individual stand-alone selling prices. The entity would recognize revenue as follows: • When A is transferred, recognize revenue of $27 (30 – 3) • When B is transferred, recognize revenue of $63 (70 – 7) • When C is transferred, recognize revenue of $45 (50 – 5) Item SSP % of Total SSP Total Discount to Allocate Discount Allocated Item A $30 20.0% $15 $3 Item B $70 46.7% $15 $7 Item C $50 33.3% $15 $5 $150 $15 Total revenue recognized on contract = $135 62 Copyright © 2015 Deloitte Development LLC. All rights reserved. Case study: Allocating a discount Case facts SCENARIO 2 On January 1, 20X1, the entity enters into a contract with a customer to provide the customer with one of each item for consideration of $135 (a $15 discount) based on the schedule to the right: Date 03/31/X1 06/30/X1 09/30/X1 Deliverable Item A Item B Item C As a reminder, the standalone selling prices of A, B, and C are as shown to the right: Product Standalone Selling Price $30 $70 $50 Item A Item B Item C The following bundles are also regularly sold at the following combined prices: Bundle A+B A+C B+C ? Price $85 $65 $120 Combined Standalone Selling Price $30 + $70 = $100 $30 + $50 = $80 $70 + $50 = $120 Discount in Bundle $15 $15 $0 Question For Scenario 2, how would the entity allocate the discount in the contract? 63 Copyright © 2015 Deloitte Development LLC. All rights reserved. Case study answer: Allocating a discount For Scenario 2, how would the entity allocate the discount in the contract? • • In this scenario, the evidence supports that there is a discount of $15 when the entity sells a bundle of two items that includes A and a discount of $0 for all other bundles that contain products other than A. Accordingly, it is reasonable to conclude that the discount of $15 should be allocated entirely to item A in accordance with ASC 606-10-32-37. The entity would recognize revenue as follows: • When A is transferred, recognize revenue of $15 [$30 (SSP of A) – $15 (full discount)] • When B is transferred, recognize revenue of $70 • When C is transferred, recognize revenue of $50 Total revenue recognized on contract = $135 64 Copyright © 2015 Deloitte Development LLC. All rights reserved. Session III Step 5: Recognizing Revenue Activity overview For this activity, we will: 1. Review guidance on Step 5 2. Review case facts and question 3. Discuss at tables (5 minutes for each) 4. Debrief as a group (10 minutes for each) Total time: ~40 minutes 67 Copyright © 2015 Deloitte Development LLC. All rights reserved. Step 5: Recognizing revenue Step 1 Step 2 Step 3 Step 4 Step 5 Evaluate if control of a good or service transfers over time, if not then control transfers at a point in time. An entity satisfies a performance obligation over time if… The customer receives and consumes the benefit as the entity performs. (e.g., cleaning service) OR OR Performance creates or enhances a customer controlled asset. (e.g., home addition) OR Performance does not create an asset with an alternative use and the entity has an enforceable right to payment for performance OR completed to date. Measure progress toward completion using input/output methods 68 Copyright © 2015 Deloitte Development LLC. All rights reserved. Step 5: Recognizing revenue For performance obligations satisfied at a point in time, indicators that control transfers include, but are not limited to, the following: The entity has a present right to payment. The customer has legal title. The entity has transferred physical possession. The customer has the significant risks and rewards of ownership. The customer has accepted the asset. 69 Copyright © 2015 Deloitte Development LLC. All rights reserved. Case study: Right to payment (Over time vs. point-intime) Case facts January 1, 20X1, Entity X enters into two contracts with customers that are similar except for termination provisions. Each is for the sale of 10,000 customized parts at $100 per part. The parts have no alternative use to Entity X (ASC 606-10-25-28). On March 31, 20X1, Entity X produced and held a total of 4,000 parts of finished goods and an additional 100 parts in WIP with costs-to-date of $5,000. The total cost to produce each part is $90. Contract A Contract A states that if the contract is terminated, the customer is required to pay the full price for all finished goods on hand. For parts in process, the customer is required to pay Entity X its cost plus 10% which is the expected margin on the finished goods (and therefore a reasonable margin). As such, if the contract is terminated on March 31, 20X1, Entity X would be entitled to $405,500 ($100 for the 4,000 finished goods and cost of $5,000 plus 10% for the 100 parts in WIP). Contract B Contract B states that if the contract is terminated, the customer is required to pay the full price for all finished goods on hand and only Entity’s X’s cost for any parts in process. As such, if the contract is terminated on March 31, 20X1, Entity X would be entitled to $405,000 ($100 for the 4,000 finished goods and cost of $5,000 for the 100 parts in WIP). ? Question How should Entity X recognize revenue for contract A and B – i.e., over time or at a point-in-time? 70 Copyright © 2015 Deloitte Development LLC. All rights reserved. Case study: Right to payment (Over time vs. point-intime) Relevant resources Relevant Guidance in ASC 606 • ASC 606-10-25-27(c) • ASC 606-10-25-29 • ASC 606-10-55-11 through 55-15 Relevant Sections in Deloitte’s Roadmap • 9.2.4 Right to Payment for Performance Completed to Date 71 Copyright © 2015 Deloitte Development LLC. All rights reserved. Case study answer: Right to payment (Over time vs. point-in-time) How should Entity X recognize revenue for contract A and B – i.e., over time or at a point-in-time? Entity X needs to assess whether it has an enforceable right to payment for performance completed to date under the context of ASC 606-10-25-27(c). Contract B only allows entity X to recover its cost (without a margin) on parts in process upon termination. Therefore, Contract B would not be considered to have “an enforceable right to payment for performance completed to date” at all times during the contractual term. As such, Contract B does not meet the requirement to recognize revenue over time (i.e., recognized at point in time when parts are transferred). Contract A does meet criteria for recognition of revenue over time. As a result, the financial statement impact differs as follows on March 31, 20X1: Contract A Contract B Balance Sheet Finished goods Work in Process Contract asset Income Statement Revenue Cost of goods sold 72 $405,500 $360,000 5,000 - $405,500 $365,000 - Copyright © 2015 Deloitte Development LLC. All rights reserved. Case study: Nature of a license Case facts Scenario 1: A film distribution entity licenses a new hit film to a movie theater for showing over a 3 month period (December through February) for fixed consideration of $50,000. Historically, the entity has marketed the film (e.g., via television, radio, print advertising, and billboards) in all regions in which it licenses the film. Scenario 2: An entity licenses to licensee for fixed consideration of $50,000 the right to use the trademark of a professional sports team that no longer exists. ? Question How should licensor recognize revenue– i.e., over time or at a point-in-time? 73 Copyright © 2015 Deloitte Development LLC. All rights reserved. Case study answer: Nature of a license How should licensor recognize revenue– i.e., over time or at a point-in-time? Is nature of license functional or symbolic? Scenario 1 – Functional. Revenue for the license should be recognized at the point that control transfers. Scenario 2 – Symbolic. Revenue for the license should be recognized over the license period. 74 Copyright © 2015 Deloitte Development LLC. All rights reserved. Gross versus Net Presentation Activity overview For this activity, we will: 1. Review guidance on contract cost 2. Review case facts and question 3. Discuss at tables (5 minutes) 4. Debrief as a group (10 minutes) Total time: ~20 minutes 76 Copyright © 2015 Deloitte Development LLC. All rights reserved. Gross versus Net Indicators Is nature of the performance obligation to provide the specified goods/services itself of arrange for another party to provide? Presumption: • Principal if control promised good or service before the transfer to the customer Indicators to consider in determining gross or net reporting: • Primarily responsible for fulfilling the contract • Latitude in establishing price • Consideration in form of a commission • Has physical loss inventory risk—after customer order or during shipping • Credit risk 77 Copyright © 2015 Deloitte Development LLC. All rights reserved. Case study: Gross versus Net Case facts ABC Company (the “Company”) provides a vacation rental program to individuals (“Customers”) seeking to rent vacation homes and utilize the amenities (e.g., golf courses, tennis courts, etc.) through the Company’s club and resort facilities. The Company does not own the properties that it rents but rather enters into agreements with the homeowners that allow the Company to rent their homes as part of a vacation package. Homeowners received a percentage of the net rental income collected by the Company. The Company does not market or promote a specific house/unit but rather markets/promotes a vacation experience, manages all interactions with Customers and is the only entity with an agreement with Customers. The Company has full discretion in determining the rental fee and is primarily responsible for the entire customer experience (including housekeeping services, concierge services, amenities, etc.). If a Customer is not satisfied with the house/unit, the Company is responsible for finding a suitable replacement. ? Questions • Should ABC Company report as revenue the gross amounts received from Customers for vacation rentals? Would net revenue presentation be more appropriate? • What information do you think is relevant / needed for the analysis? 78 Copyright © 2015 Deloitte Development LLC. All rights reserved. Case study answer: Gross versus Net Question 1: Should ABC company report revenue gross or net? ABC company should report gross revenue. Indicators pointing towards gross presentation: • Primarily responsible for fulfilling the contract • Latitude in establishing price • Credit risk 79 Copyright © 2015 Deloitte Development LLC. All rights reserved. Contract Costs Activity overview For this activity, we will: 1. Review guidance on contract cost 2. Review case facts and question 3. Discuss at tables (5 minutes) 4. Debrief as a group (10 minutes) Total time: ~20 minutes 81 Copyright © 2015 Deloitte Development LLC. All rights reserved. Contract costs Costs to obtain a contract • Capitalize costs of obtaining a contract if they are incremental and expected to be recovered (e.g., sales commissions) o 1 year practical expedient Costs to fulfill a contract • Recognize assets in accordance with other Topics (inventory, PP&E, software, etc.), otherwise capitalize costs that: o relate directly to the contract (or specific anticipated contract); o generate/enhance a resource that will be used to satisfy obligations in the future; and o are expected to be recovered • Costs that relate to satisfied performance obligations (or partially satisfied performance obligations) must be expensed when incurred Impairment • Recognize immediately if costs not deemed recoverable 82 82 Copyright © 2015 Deloitte Development LLC. All rights reserved. Case study: Costs to obtain a contract Case facts • Entity G, a janitorial services provider, enters into a contract with a customer to provide cleaning services for a two year period. Upon the initial signing of the contract, Entity G pays a salesperson a $200 commission for obtaining the new customer contract. An additional commission of $120 is paid each time the customer renews the contract for an additional two years. The $120 renewal commission is not commensurate with the $200 initial commission (i.e., a portion of the $200 initial commission relates to future anticipated contract renewals) Based on its historical experience, 98% of customers renew their contract for at least two more years or four years total (i.e., the contract renewal represents a specific anticipated contract). The average customer relationship is four years. • • • • ? Questions • • 83 Question 1: What amount(s) should Entity G capitalize upon initial signing of the contract and upon contract renewal? Question 2: What is the amortization period for both the initial commission and the renewal commission? Copyright © 2015 Deloitte Development LLC. All rights reserved. Case study: Costs to obtain a contract Relevant resources Relevant Guidance in ASC 606 • 340-40-25-1 through 25-4 • 340-40-35-1 through 35-2 Relevant Sections in Deloitte’s Roadmap • 12.1 Costs of Obtaining a Contract • 12.3 Amortization and Impairment of Contract Costs 84 Copyright © 2015 Deloitte Development LLC. All rights reserved. Case study answer: Costs to obtain a contract Question 1: What amount(s) should Entity G capitalize upon initial signing of the contract and upon contract renewal? • Entity G should capitalize the $200 paid for the new customer contract at contract inception as the commission represents an incremental cost of obtaining a contract that would not have been incurred unless the contract was obtained and the obligating event occurred (i.e. the contract was obtained which requires the commission to be paid to the salesperson). • The Entity should not recognize any portion of the $120 at contract inception as it does not yet meet the definition of a liability and also does not meet the requirements to be capitalized as an incremental cost of obtaining a contract. Instead, Entity G should capitalize the $120 when the contract is subsequently renewed. 85 Copyright © 2015 Deloitte Development LLC. All rights reserved. Case study answer: Costs to obtain a contract Question 2: What is the amortization period for both the initial commission and the renewal commission? There are two views that could be acceptable under ASC 340-40. Amortization of Initial Commission: View A – Amortize the initial amount capitalized over the contract period that includes the specific anticipated renewals - that is, over the four year period. View B – Bifurcate the initial $200 commission into two components and amortize: (1) $120 over the original contract term (i.e., the amount commensurate with renewal commissions) and (2) $80 over the contract period that includes the specific anticipated renewals. Year 1 Year 2 Year 3 Year 4 View A $50 $50 $50 $50 View B (=$200/4) $80 (=$200/4) $80 (=$200/4) $20 (=$200/4) $20 (=$120/2 + $80/4) (=$120/2 + $80/4) (=$80/4) (=$80/4) Amortization of Renewal Commission ($120): In either case, the renewal commission is amortized over renewal period ( additional $60 in each years 3 & 4). 86 Copyright © 2015 Deloitte Development LLC. All rights reserved. Stay tuned! • FASB, IASB, TRG, SEC, AICPA, and accounting firms are still in the process of interpreting the guidance in the standard. • Practice may evolve out of industry interpretations. • Newest developments at FASB may result in the ASU being revised before it comes effective. Stay Tuned! Things are changing. Read publications to keep up to date on latest information. USGAAPplus.com contains the latest news in financial reporting 87 Copyright © 2015 Deloitte Development LLC. All rights reserved.