Revenue Recognition: A Comprehensive Review for Manufacturers & Distributors Revenue Recognition: A Comprehensive Review for Manufacturers & Distributors Table of Contents BACKGROUND & SUMMARY .................................................................................................................................. 3 SCOPE .................................................................................................................................................................... 3 THE REVENUE RECOGNITION MODEL..................................................................................................................... 4 STEP 1 – IDENTIFY THE CONTRACT WITH A CUSTOMER ..........................................................................................................5 Collectibility ...........................................................................................................................................................6 Combining Contracts .............................................................................................................................................6 Contract Modifications .........................................................................................................................................6 STEP 2 – IDENTIFY SEPARATE PERFORMANCE OBLIGATIONS....................................................................................................8 Distribution Networks ...........................................................................................................................................9 Warranties ............................................................................................................................................................9 STEP 3 – DETERMINE THE TRANSACTION PRICE ..................................................................................................................10 Variable Consideration & Constraining Estimates ..............................................................................................10 Significant Financing Component .......................................................................................................................13 Noncash Consideration .......................................................................................................................................14 Consideration Payable to a Customer .................................................................................................................14 Gross Versus Net Revenue – Amounts Billed to Customers ................................................................................15 STEP 4 – ALLOCATE THE TRANSACTION PRICE TO THE SEPARATE PERFORMANCE OBLIGATIONS....................................................16 Allocating Discounts............................................................................................................................................16 Changes in Transaction Price & Variable Consideration .....................................................................................16 Incentive Purchase Options .................................................................................................................................17 STEP 5 – RECOGNIZE REVENUE WHEN (OR AS) PERFORMANCE OBLIGATIONS ARE SATISFIED ......................................................18 Performance Obligations Satisfied over Time .....................................................................................................18 Control Transferred at a Point in Time ................................................................................................................19 ADDITIONAL ITEMS .............................................................................................................................................. 20 CONTRACT COSTS.........................................................................................................................................................20 Incremental Costs of Obtaining a Contract .........................................................................................................20 Costs to Fulfill a Contract ....................................................................................................................................21 Amortization & Impairment ................................................................................................................................21 REPURCHASE ARRANGEMENTS ........................................................................................................................................22 Sale Leasebacks...................................................................................................................................................23 BILL-AND-HOLD ARRANGEMENTS....................................................................................................................................23 BREAKAGE ..................................................................................................................................................................24 PRINCIPAL VERSUS AGENT CONSIDERATIONS .....................................................................................................................24 CONSIGNMENT SALES ...................................................................................................................................................25 PRESENTATION & DISCLOSURE ............................................................................................................................ 26 PRESENTATION ............................................................................................................................................................26 DISCLOSURE ................................................................................................................................................................27 SEC Disclosure .....................................................................................................................................................28 EFFECTIVE DATE & TRANSITION ........................................................................................................................... 29 EFFECTIVE DATE ...........................................................................................................................................................29 TRANSITION ................................................................................................................................................................29 CONTRIBUTOR ..................................................................................................................................................... 30 2 Revenue Recognition: A Comprehensive Review for Manufacturers & Distributors Background & Summary Since 2008, the Financial Accounting Standards Board (FASB) and the International Accounting Standards Board (IASB) have been working jointly on developing a single converged model for recognizing revenue. The boards felt a common standard on revenue for U.S. generally accepted accounting principles (GAAP) and international financial reporting standards (IFRS) was critical toward achieving a single set of high-quality global accounting standards. FASB’s objectives in undertaking this project were to remove inconsistencies and weaknesses in existing requirements, provide a more robust framework for addressing revenue issues, improve comparability across companies, industries and capital markets and provide more useful information to users through enhanced disclosures. After two exposure drafts and years of deliberations, the boards completed their joint project on revenue recognition and Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers (Topic 606), was issued on May 28, 2014. The new principles-based standard substantially replaces all existing guidance for recognizing revenue, including more than 200 pieces of industry-specific guidance, and will require more estimation and greater use of judgment than what current guidance requires. To aid transition to the new standard, the boards established the Joint Transition Resource Group for Revenue Recognition (TRG). The TRG will solicit, analyze and discuss stakeholder issues arising from implementation of the new revenue recognition guidance and share this information with the boards. The boards will consider this information and determine what action to take on each issue. Entities should begin assessing how they will be impacted by the new standard in order to develop an appropriate implementation plan to ensure a smooth transition. This includes evaluating existing revenue contracts and revenue recognition accounting policies in order to identify potential changes that will result from adoption of the new standard. Management will need to update data systems, processes and controls to support implementation of the new standard. Changes in the timing or amount of revenue recognized may affect sales agreements, longterm compensation arrangements, compliance with debt covenants and key financial ratios. SEC Revenue Guidance – Staff Accounting Bulletin Topic 13 The Securities and Exchange Commission (SEC) previously indicated its intent to review and update Staff Accounting Bulletin Topic (SAB) 104, Revenue Recognition, which provides the SEC’s interpretative guidance related to revenue recognition. At a Financial Accounting Standards Advisory Council meeting on December 18, 2014, the SEC’s chief accountant confirmed plans to formally withdraw the “bulk” of its revenue recognition accounting guidance. The SEC will take a wait-and-see approach on several issues pending the results of upcoming TRG meetings. The TRG is reviewing questions raised about licenses, identifying separate performance obligations and gross versus net presentation. BKD will continue to monitor the SEC response to ASU 2014-09 to see how SAB 104 is amended for public companies. Scope The new revenue standard applies to all contracts with customers, except those within the scope of other standards, such as lease contracts, insurance contracts, financing arrangements, financial instruments, guarantees (other than product or service warranties) and certain nonmonetary exchanges between vendors. A contract may be partially in the scope of the new standard and partially in the scope of other accounting guidance, e.g., a contract for the lease of an asset and for maintenance services. If the other accounting guidance specifies how to separate or initially measure one or more parts of a contract, an entity first should apply those requirements before applying this ASU. 3 Revenue Recognition: A Comprehensive Review for Manufacturers & Distributors Changes to Expect Under the current guidance Under the new guidance There are several requirements—many industryspecific—for recognizing revenue. There will be consistent principles, regardless of industry, for recognizing revenue. Typically, most companies provide little disclosure information about revenue contracts; disclosures usually relate to accounting policies and segment reporting. There is now a cohesive set of disclosure requirements. These disclosures will provide financial statement users with quantitative and qualitative information regarding revenue recognition policies and how they are applied. Some goods or services promised to a customer in a contract might represent separate obligations to the customer but could be determined to not be distinct revenue generating transaction. Entities will need to go through the five-step process: identify each good or service promised to a customer, determine whether each good or service is a performance obligation, determine the transaction price, allocate the transaction price to each performance obligation and recognize revenue when each performance obligation is satisfied. In a multiple-deliverable arrangement, the amount of consideration allocated to a delivered item is limited to the amount not contingent on the future delivery of goods or services. Entities will determine transaction price (the relative standalone selling price of the good or service). The transaction price then will be allocated to each performance obligation, except when a discount or some sort of variable consideration can be attributed entirely to one or more performance obligations in the contract. Accounting for variable consideration varies from industry to industry. Variable consideration will be included in the transaction price as long as it is deemed probable that a significant reversal of revenue will not occur. The new model includes consideration for various types of variable consideration, such as rebates, discounts, bonuses or a right of return. The Revenue Recognition Model This is the first principles-based standard to be issued by FASB, which will require greater management judgment compared to previous rules-based standards. The model’s core principle is that an entity would recognize revenue in the amount reflecting the consideration to which it expects to be entitled in exchange for goods or services when (or as) it transfers control to the customer. To achieve that core principle, an entity will apply a five-step model: Step 1: Identify the contract(s) with a customer Step 2: Identify performance obligations Step 3: Determine the transaction price Step 4: Allocate the transaction price to the performance obligations Step 5: Recognize revenue when (or as) a performance obligation is satisfied 4 Revenue Recognition: A Comprehensive Review for Manufacturers & Distributors Step 1: Identify contract with customer Step 2: Identify performance obligations Step 3: Step 4: Step 5: Determine transaction price Allocate transaction price Recognize revenue Step 1 – Identify the Contract with a Customer The new revenue standard defines a contract as “an agreement between two or more parties that creates enforceable rights and obligations.” Enforceability of rights and obligations is a matter of law and may vary between jurisdictions. Contracts with customers that are within the scope of the new standard should be accounted for only when all of the following criteria are met: Approval and commitment of all parties – this can be written, verbal or implied by an entity’s customary business practices Identifiable rights, obligations and payment terms for each party to the contract Commercial substance of the contract, defined as the expectation the entity’s future cash flows will change as a result of the contract Collectible, i.e., probable that 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 Commercial substance Collectibility Contract Approval & commitment Identifiable rights, obligations & payment terms A contract would not exist if each party has the unilateral enforceable right to terminate a wholly unperformed contract without compensation. A customer is “a party that has contracted with an entity to obtain goods or services that are an output of the entity’s ordinary activities.” The proposal does not apply to other parties to a contract who are not customers, such as partners or collaborators. When an entity receives consideration for a contract that does not meet the criteria above, the consideration received should be recognized as revenue only when either of the following has occurred: The entity has no remaining performance obligation and all consideration promised by customer has been received and is nonrefundable The contract is cancelled and consideration received from customer is nonrefundable Until revenue can be recognized, the consideration received from the customer should be recognized as a liability. 5 Revenue Recognition: A Comprehensive Review for Manufacturers & Distributors FASB notes in its basis for conclusion that although both parties should be committed to performing their respective obligations under the contract, an entity and a customer would not always need to be committed to fullifilling all their respective rights and obligations for a contract to exist. For example, assume a belt manufacturer has a contract with a large clothing retailer to purchase a minimum quantity of belts each month. In the past, the retailer has not always purchased the minimum quantity and the manufacturer has not enforced the requirement. The manufacturer could still recognize a contract if other facts and circumstances indicated the retailer was substantially committed to perform. Collectibility The revenue standard includes collectibility as an explicit threshold for determining whether a contract exists and must be assessed before applying the revenue recognition model. An entity must evaluate customer credit risk and conclude that it is “probable” it will collect the amount of consideration due in exchange for the goods or services promised to the customer. The assessment is based on the customer’s ability and intent to pay as amounts become due. An entity will only consider credit risk and no other uncertainties, such as performance or measurement, as these are accounted for separately as part of determining the timing and measurement of revenue. Any subsequent negative adjustments related to customer credit risk will be recognized as expenses in the income statement. Combining Contracts Contracts entered into at or near the same time with the same customer (or related parties) should be combined if one or more of the following criteria are met: Contracts are negotiated together with a single commercial objective Pricing interdependencies exist between contracts Goods or services in the contracts represent a single performance obligation (see Step 2 – Identify Separate Performance Obligations) Contract Modifications A contract modification occurs when the parties to a contract approve a change in the scope or price of a contract (or both) that creates new enforceable rights and obligations or changes existing ones. Similar to a contract, a contract modification can be written, oral or implied by customary business practices. Contract claims—such as additional consideration for customer-caused delays, changes or errors in specifications—would be accounted for in a similar manner to contract modifications. Unsettled claims and unpriced change orders would be accounted for similar to a modification only if the scope of the work has been approved and the entity can estimate the change in the transaction price. Entities should estimate the change in the transaction price resulting from the modification in accordance with the guidance on estimating variable consideration and constraint on revenue recognition (see Step 3 – Determine the Transaction Price). Accounting for contract modifications is dependant on the type of modification. A modification would be recognized as a separate contract if distinct goods or services are added for additional consideration that reflects their standalone selling prices. If these two criteria are not met, the modification would be accounted for on a combined basis with the original contract, either prospectively or on a cumulative catch-up basis, depending on whether the remaining goods or services are distinct from the goods or services transferred before the modification. If distinct, the modification is accounted for prospectively with the unrecognized consideration allocated to the remaining performance obligations and revenue recognized as remaining performance obligations are satisfied. If the remaining goods or services are not distinct, the modification is accounted for as if it were part of the existing contract, forming part of a single partially satisfied performance obligation at the date of the modification. The modification’s effect on the transaction price and on progress toward satisfaction of the performance obligation is recognized as an adjustment to revenue on a cumulative catch-up basis. For claims expected to be settled through adjudication or arbitration, recognition would be delayed until the uncertainty of 6 Revenue Recognition: A Comprehensive Review for Manufacturers & Distributors the settlement amount is resovled due to the revenue constraint (see Step 3 for discussion of variable consideration and revenue constraint). Example – Contract Modification A manufacturer promises to sell 120 widgets to a customer for $12,000 ($100 per widget). The products are transferred to the customer at various times over a six-month period. The contract is modified after 60 widgets have been transferred, and the manufacturer promises to deliver an additional 30 widgets for an additional $2,850, or $95 a widget. The pricing for the additional widgets reflects the standalone selling price at the time of the contract modification. The additional products are distinct from the original products because the entity regularly sell the products separately. The contract modification for the additional 30 widgets is a new and separate contract for future products that does not affect the accounting for the existing contract. If the pricing for the additional products does not reflect the standalone selling price of the additional products, the manufacturer would allocate the modified transaction price (less the amounts allocated to products transferred before the modification date) to all remaining products to be transferred. The amount recognized as revenue for each of the remaining products would be a blended price of $98.33: ($100 x 60 widgets not transferred on original contract) + ($95 x 30 widgets on new contract) 90 remaining widgets Current U.S. GAAP New Model Modifications Contract revenue and costs are adjusted for approved scope and price modifications Depends on the type of modification Unpriced Change Orders Reflected if recovery is probable and reasonably estimated Reflected when the entity expects the price change to be approved 7 Revenue Recognition: A Comprehensive Review for Manufacturers & Distributors Step 2: Step 1: Identify contract with customer Identify performance obligations Step 3: Step 4: Step 5: Determine transaction price Allocate transaction price Recognize revenue Step 2 – Identify Separate Performance Obligations Once an entity has identified a contract with a customer, the next step is to identify separate performance obligations within that contract. A performance obligation is a promise to transfer a distinct good or service (or a series of distinct goods or services that are substantially the same and have the same pattern of transfer) to a customer. The promise may be oral, written or implied by customary business practices. In order to be considered distinct, a promised good or service must be both: Capable of being distinct, i.e., the customer can benefit from the good or service on its own or with other readily available resources Distinct within the context of the contract, i.e., the good or service is separately identifiable from other promises in the contract; the following indicators would be used to evaluate if a good or service is distinct within the context of the contract • • • Significant integration services are not provided The customer was able to purchase, or not purchase, the good or service without significantly affecting other promised goods or services in the contract The good or service does not significantly modify or customize another good or service promised in the contract Example – Shipping a product with risk of loss A manufacturer enters into a contract to sell widgets to a customer. The delivery terms include free onboard shipping point and use of a third-party carrier. The manufacturer regularly provides replacement widgets at no cost if a widget is lost or damaged in transit. The regular business practice has implicitly created an additional performance obligation—one to provide widgets and another to cover risk of loss during transit. The customer obtains control of the product at the point of shipment. The customer has legal title and can sell the widgets to another party. While the additional performance obligation does not affect when the customer obtains control, it does result in the customer receiving a service from the entity while the product is in transit. The manufacturer has not satisfied all its performance obligations at the point of shipment and would not recognize all of the revenue at that time. The manufacturer would allocate a portion of the transaction price to the risk coverage and would recognize that revenue as the performance obligation is satisfied. Example – Design & manufacture An entity agrees to design an experimental product for a customer and manufacture 10 prototype units. The specifications for the product include functionality that has yet to be approved. The entity will need to revise the design of the product during construction and testing; as a result, the entity expects that most or all of the units may require rework. The customer may not be able to choose whether to purchase only the design services or the manufacturing services without significantly affecting the other; the risk of providing the design service is inseparable from the manufacturing service. Therefore, in the context of this contract, the performance obligations are not distinct. 8 Revenue Recognition: A Comprehensive Review for Manufacturers & Distributors Distribution Networks In distribution networks, manufacturers commonly transfer control of product to unrelated third-party intermediaries such as dealers or retailers. The manufacturer also may promise other goods or services as sales incentives to encourage sale of products that have become part of the intermediary’s inventory. In some cases, those promises are made at contract inception. However, promises can be added later in response to changing market conditions; this is common in the automotive industry. If the promise to transfer additional goods or services to a dealer is made in the original contract, the promised goods or services would be treated as a single performance obligation. If the promise to transfer additional goods or services was made after the transfer of control of the product to the intermediary, the promise would be treated as a separate performance obligation. Warranties Products often are sold with standard warranties providing protection to the consumer that the product will work as intended for a fixed period. Many entities also offer extended warranties that cover defects that arise after the initial warranty period has expired. The new standard requires a manufacturer to distinguish between warranties representing assurance of a product’s performance and those representing a separate performance obligation. A warranty that can be purchased separately should be accounted for as a separate performance obligation because the entity promises a service to the customer in addition to the product. For bundled sales, the transaction price would be allocated to the two performance obligations based on the relative standalone selling prices of the product and the warranty. If no separate purchase option exists, the entity would apply the cost-accrual guidance in Accounting Standards Codification (ASC) 460, Guarantees, unless the warranty provides an additional service to the customer in addition to the assurance that the product complies with agreed-upon specifications. If an entity promises both assurance and service-type warranties but cannot reasonably account for them separately, it would account for both together as a single performance obligation. A manufacturer should consider the following factors in determining whether a warranty provides a customer with an additional service: Legal requirement – If the intention is to protect the customer from purchasing a defective product, it likely does not represent a separate performance obligation Warranty term – The shorter the coverage period, the less likely a warranty is a separate performance obligation Tasks to be performed under the warranty – If an entity must perform certain tasks to provide assurance to the customer that the product complies with agreed-upon specifications, those services would not likely constitute a separate performance obligation, e.g., return shipping service for a defective product A manufacturer might identify more performance obligations under the new standard than it does today, which may alter the timing of revenue recognition. Entities should carefully review existing arrangements for servicetype warranties, free products or services and discounts on future sales to determine if separate performance obligations exist. 9 Revenue Recognition: A Comprehensive Review for Manufacturers & Distributors Step 1: Step 2: Step 3: Step 4: Identify contracts with customer Identify performance obligations Determine transaction price Allocate transaction price Step 5: Recognize revenue Step 3 – Determine the Transaction Price 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. To determine the transaction price, an entity would consider the terms of the contract, its customary business practices and the effects of the time value of money, noncash consideration and consideration payable to the customer. Consideration may include fixed amounts, variable amounts or both. Customer credit risk would not be reflected in determining the transaction price. Transaction Price Total amount of consideration to which an entity expects to be entitled Variable consideration Constraining estimates of variable consideration Significant financing component Noncash consideration Consideration payable to a customer Variable Consideration & Constraining Estimates Variable consideration is anything that causes the amount of consideration to vary and could result from a number of items, including volume discounts, rebates, price concessions, refunds, performance bonuses, contingencies, royalties or penalties. In the transaction price, an entity should include an estimate of some or all of the variable consideration to which it expects to be entitled, but only to the extent it is “probable” a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The estimate would assume an entity delivers all the promised goods or services and the customer does not cancel, renew or modify the contract. This constraint also would apply to a fixed-price contract if an entity’s entitlement is contingent on the occurrence or nonoccurrence of a future event, e.g., performance bonuses or sales with a right of return. Management’s estimate of the transaction price will be reassessed each reporting period, and the transaction price should be updated for any changes in circumstances throughout the period. Significant judgment often will be needed to determine if the amount of cumulative revenue recognized is subject to a significant reversal. Entities should consider if any of the following factors is true, any of which increase the likelihood or the magnitude of a revenue reversal: The amount of consideration is highly susceptible to factors outside the influence of the entity Resolution of uncertainty about the amount of consideration is not expected for a long period of time The entity has limited experience with similar types of contracts The entity has a practice of offering a broad range of price concessions or changing the payment terms and conditions in similar circumstances for similar contracts The contract has a large number and broad range of possible consideration amounts 10 Revenue Recognition: A Comprehensive Review for Manufacturers & Distributors Entities are required to estimate the transaction price using either the “expected value” or the “most likely amount” approach, depending on which is expected to most accurately predict the consideration to which the entity will be entitled: Expected value – the sum of probability-weighted amounts in a range of possible consideration amounts; an expected value may be an appropriate estimate of the amount of variable consideration if an entity has a large number of contracts with similar characteristics Most likely amount – the single most likely amount in a range of possible consideration amounts, i.e., the single most likely outcome of the contract; the most likely amount may be an appropriate estimate of the amount of variable consideration if the contract has only two possible outcomes, e.g., an entity achieves or doesn’t achieve a performance bonus An entity would use the same method throughout the life of the contract to update the estimated transaction price at each reporting date. In some cases, it may be difficult to determine if an entity has implicitly offered a price concession or accepted the customer’s risk of default on the contractually agreed consideration. FASB declined to develop detailed guidance for differentiating between a price concession and impairment losses. This is an area that will require significant management judgment. Example – Price Concessions A manufacturer, ABC Co., enters into a contract with a distributor and transfers 1,000 units at contract inception for the contractual price of $100. Payment is due when the distributor sells the product to the end customer, usually within 90 days. ABC anticipates granting a price concession to the distributor to move the product through the distribution chain. Variable consideration not constrained ABC has significant experience selling this product. Current market information suggests a 20 percent price reduction will be sufficient to move the products through the distribution chain. ABC has not granted a price concession significantly greater than 20 percent in many years. Using the expected value method, which ABC expects will best predict the amount of consideration to which it will be entitled, ABC estimates the transaction price to be $80,000 ($80 x 1,000 units). ABC determines it has significant previous experience with this product and current market information that supports its estimate. Despite some uncertainty resulting from factors outside its influence, based on its current market estimates, ABC expects the price to be resolved within a short time frame. ABC concludes it is probable a significant reversal in the cumulative amount of revenue recognized, i.e., $80,000, will not occur when the uncertainty is resolved and recognizes $80,000 as revenue when the products are transferred to the distributor. Variable consideration constrained ABC has significant experience selling this product. However, the product has a high risk of obsolescence and ABC is experiencing high volatility in its pricing. ABC historically granted a broad range of price concessions ranging from 20 percent to 60 percent. Current market information suggests a 15 to 50 percent price reduction will be sufficient to move the products through the distribution chain. ABC uses the expected value method, which it expects will best predict the amount of consideration to which it will be entitled, and estimates a 40 percent discount resulting in a variable consideration estimate of $60,000 ($60 x 1,000 units). The amount of consideration is highly susceptible to factors outside the manufacturer’s influence, e.g., risk of obsolescence, and ABC may need to offer further discounts. ABC cannot recognize its $60,000 revenue estimate since it cannot conclude a significant reversal of cumulative revenue recognized will not occur. However, ABC could conclude a significant reversal of cumulative revenue would not occur if a 50 percent discount was used. Therefore, ABC would recognize revenue of $50,000 when the goods are transferred and would reassess the estimate of the transaction price at each reporting date until the uncertainty is resolved. 11 Revenue Recognition: A Comprehensive Review for Manufacturers & Distributors Variable Consideration Current U.S. GAAP The seller’s price must be fixed or determinable for revenue to be recognized. Variable amounts are not included in the transaction price until the variability is resolved (except for percentage of completion method). The sales price in cancellable arrangements generally is not fixed or determinable until cancellation privileges lapse. New Model Variable consideration included in the transaction price is subject to a constraint. An entity can recognize revenue as performance obligations are satisfied if it is probable a significant reversal of cumulative revenue recognized will not occur. Estimates can be used if an entity has predictive experience. Performance bonuses Currently entities do not recognize performance bonuses until they are earned. Under the new model, an entity would estimate and include in the transaction price the most predictive amount of a performance bonus that would not be subject to risk of significant reversal. Some entities might recognize revenue earlier than current practice, if they have predictive experience. If an entity does not have predictive experience relative to the entire transaction price but does have predictive experience up to a certain amount, the “floor” amount would be used to determine the transaction price. Example – Volume Rebate ShredCo, an office equipment manufacturer, enters into a one-year arrangement to distribute paper shredders with a national office products retailer, OPR. ShredCo agrees to provide OPR a volume rebate of 5 percent if annual purchases exceed $5 million and 10 percent if annual purchases exceed $10 million. The rebate will be applied in the form of a credit against outstanding accounts receivable from OPR in February of each year based on prior-year purchases. In exchange for the volume rebates, OPR will exclusively purchase all of its paper shredders from ShredCo. The consideration in the contract is variable. First quarter ShredCo has significant experience with OPR’s purchasing patterns and reasonably estimates the volume of purchases at $6 million during the year. During the first quarter, $1 million in shredders are sold. ShredCo concludes it has significant experience with this product and OPR’s purchasing pattern. ShredCo concludes that at $100 per unit, it is probable a significant reversal in the cumulative amount of revenue recognized, i.e., $100 per unit, will occur when the uncertainty is resolved. ShredCo would recognize $950,000 in revenue in the first quarter reflecting the volume rebate. Second quarter OPR acquires another office supplies retailer and as a result, ShredCo estimates OPR’s total purchases will exceed $15 million for the year. OPR purchases $1 million of shredders in the second quarter. In light of the acquisition, ShredCo estimates OPR’s purchases will exceed the threshold for the maximum rebate of 10 percent and will be required to retrospectively reduce the price per unit to $90. Therefore, OPR’s second quarter revenues would be $850,000 - $900,000 for the shredders sold in the second quarter (reflecting a 10 percent discount) and an adjustment of $(50,000) for the change in transaction price for the units sold in the first quarter. 12 Revenue Recognition: A Comprehensive Review for Manufacturers & Distributors Example – Right of Return A manufacturer sells 100 widgets for $100 each. The customary practice is to allow a customer to return an unsold widget within 30 days and receive a full refund. The cost to produce each widget is $60. The cost to recover the widget is immaterial and the returned widget can be resold at a profit. Previous predictive experience indicates roughly three widgets will be returned. Upon transfer of the widgets, the manufacturer would not recognize revenue for the three widgets it expects to be returned. NEW MODEL Debit Accounts Receivable Credit $10,000 Revenue (97 x $100) $9,700 Refund liability (3 x $100) Cost of sales (97 x $60) Right to recover products (3 x $60) Inventory (100 x $60) $300 $5,820 $180 $6,000 The new model for sales with a right of return is largely consistent with current U.S. GAAP. However, currently there is diversity in balance sheet presentation for expected returns. Entities now will be required to show on the balance sheet a liability for the refund obligation and an asset for the right to recover the product. Entities also will be required to subject the asset recognized to impairment testing. Significant Financing Component Contract terms may explicitly or implicitly provide the entity or the customer with favorable financing terms. A contract that has a financing component includes, conceptually, two transactions: one for the sale and one for the financing. If the financing component is significant, the transaction price should be adjusted to reflect the time value of money as though the customer had paid cash at the time of transfer. To determine if the financing component is significant, an entity would consider the effect of the following: Whether the consideration would differ substantially if the customer paid cash promptly under typical credit terms The expected length of time between delivery of goods or services and receipt of payment The prevailing interest rates in the relevant market As a practical expedient, an entity would not reflect the time value of money if, at contract inception, it expects the period between customer payment and the transfer of goods or services will be one year or less. This also would apply to contracts with an overall duration greater than one year if the period between performance and the corresponding payment for that performance is one year or less. An entity must disclose if this practical expedient is elected. The adjustment to the transaction price for the time value of money would use the discount rate implied in a separate financing transaction between the entity and the customer at contract inception, reflecting the borrower’s (customer’s) credit risk and any collateral or security provided. The rate may be calculated by 13 Revenue Recognition: A Comprehensive Review for Manufacturers & Distributors discounting the nominal amount of the promised consideration to the cash selling price of the good or service. The rate cannot be adjusted for changes in circumstances or interest rates after contract inception. The effects of financing would be presented separately from revenue as interest expense or interest income in the statement of comprehensive income. An entity would not be precluded from presenting interest income recognized from contracts with a significant financing component as revenue, provided the entity generates interest income in the normal course of business similar to a financial services entity. The standard highlights three circumstances that would not result in a significant financing component: If the difference stems from a reason other than financing to either the customer or the manufacturer, and the difference is proportional to the reason for the difference If an entity pays in advance for goods or services, if the timing of the transfer of goods or services is at the discretion of the customer, e.g., a prepayment to secure supplies If a substantial amount of the consideration promised by the customer is variable, and the amount or timing of that consideration varies based on the occurrence or nonoccurrence of a future event that is not substantially within the control of the customer or the entity, e.g., a sales-based royalty Manufacturers with long-term arrangements where payment and performance are far apart will be most affected. Determining whether a contract contains a significant financing component will require judgment. Significant Financing Component Current U.S. GAAP Interest is imputed for receivables arising from the normal course of business that are due greater than one year. There is no requirement for entities to recognize interest on advanced payments received from customers. New Model The transaction price is adjusted to reflect the time value of money if the contract has a significant financing component and the time between customer payment and the transfer of goods or services is greater than one year. If the transfer of goods or services is at the discretion of a customer, any cash advance payments would not be adjusted to reflect the time value of money. Noncash Consideration If a customer promises consideration in a form other than cash, an entity would measure the noncash consideration at fair value to determine the transaction price. If a reasonable estimate of fair value of the noncash consideration cannot be made, the entity would use the estimated selling price of the promised goods or services, similar to current accounting standards. Consideration Payable to a Customer Consideration payable to a customer includes amounts an entity pays or expects to pay to a customer in the form of cash or noncash items, e.g., additional goods, coupons or vouchers, which the customer can apply against amounts owed to the entity. This also could include a customer’s customer—for example, a manufacturer may sell a product to a dealer or distributor and subsequently pay a customer of that dealer. An entity would evaluate the consideration to determine if the amount represents a reduction of the transaction price, a payment for distinct goods or services or a combination of the two. An entity would reduce the transaction price by the amount it owes to the customer, unless the consideration owed is in exchange for distinct goods or services transferred from the customer to the entity. 14 Revenue Recognition: A Comprehensive Review for Manufacturers & Distributors If the consideration owed to the customer is payment for distinct goods or services from the customer to the entity, the entity would account for the purchase of these goods or services similarly to purchases from suppliers. If the amount of consideration owed to the customer exceeds the fair value of those goods or services, the entity would reduce the transaction price by the excess amount. If the entity cannot estimate the fair value of the goods or services it receives from the customer, it would reduce the transaction price by the total consideration owed to the customer. An entity would recognize the revenue reduction associated with adjusting the transaction price for consideration payable to a customer at the later of the following dates: When the entity recognizes revenue for the transfer of goods or services to the customer When the entity pays or promises to pay the consideration to the customer (this could be implied by customary business practices) The use of the term “promise to pay” indicates a manufacturer should reflect in the transaction price payment to customers that are conditional on future events. For example, a promise to pay a customer that is conditional on the customer making a specified number of purchases would be reflected in the transaction price when the entity makes the promise. Gross Versus Net Revenue – Amounts Billed to Customers 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. Any party—not just the customer—can pay the amount, e.g., payments received from a manufacturer as a result of coupons or rebates. The transaction amount should not include amounts collected on behalf of another party, such as some sales taxes and value-added taxes in some jurisdictions. Some sales taxes currently may be presented gross (as a revenue and a corresponding cost of sales) or net (excluded from revenue) with a disclosure of the accounting policy selected in the financial statements. This guidance is superceded by the new revenue standard. Manufacturers currently including sales taxes in revenue at gross amounts, for example, will see a change in income statement presentation. TRG Update At the July 2014 TRG meeting, members discussed whether certain types of billings to customers, e.g., sales taxes, shipping and handling fees or out-of-pocket expenses, should be included as revenue. Members clarified that the standard’s definition of transaction price is clear: An entity would record the gross amount received from customers unless the entity only collects amounts on behalf of third parties. An entity must consider the principal and agent guidance to determine how to present these types of billings, i.e., billings collected on behalf of third parties. To apply the new standard, entities will need to evaluate taxes, including sales, income and excise taxes, in every tax jurisidction (local, state and federal) in each country where the entity has customer contracts. 15 Revenue Recognition: A Comprehensive Review for Manufacturers & Distributors Step 1: Step 2: Step 3: Step 4: Identify contracts with customer Identify performance obligations Determine transaction price Allocate transaction price Step 5: Recognize revenue Step 4 – Allocate the Transaction Price to the Separate Performance Obligations An entity would allocate the transaction price to performance obligations based on the relative standalone selling price of separate performance obligations. The best evidence of standalone selling price would be the observable price for which the entity sells goods or services separately. In the absence of separately observable sales, the standalone selling price would be estimated by using observable inputs and considering all information reasonably available to the entity. The objective would be to allocate the transaction price to each performance obligation in an amount that represents the consideration the entity expects to receive for its goods or services. Several approaches could be used to estimate the standalone selling price of a good or service, including, but not limited to the following: Adjusted market assessment – An entity would evaluate the market and estimate the price customers would pay; competitors’ price information might be used and adjusted for an entity’s cost and margins Cost plus margin – An entity would forecast its expected cost to provide goods or services and add an appropriate margin to the estimated selling price Residual value – An entity would subtract the sum of observable standalone selling prices for other goods and services promised in the contract from the total transaction price to find an estimated selling price for a performance obligation; the residual value approach would be appropriate only if selling price is highly variable or uncertain, e.g., intellectual property where there is little incremental cost or a new product where price has not been set or the product has not been previously sold The use of the residual value approach is more limited within the ASU than under current accounting guidelines; the residual method becomes an estimation technique rather than an allocation methodology. Allocating Discounts Discounts for a bundle of goods or services would be allocated to all performance obligations unless all of the following criteria are met, in which case the entire discount would be allocated to one or more (but not all) separate performance obligations: The entity regularly sells each good or service, or each bundle of goods or services, in the contract on a standalone basis The entity regularly sells on a standalone basis a bundle of those distinct goods or services at a discount to the standalone selling prices of the goods or services in each bundle The discount attributable to each bundle of goods or services described above is substantially the same as the discount in the contract, and an analysis of the goods or services in each bundle provides observable evidence of the performance obligation(s) to which the entire discount in the contract belongs Changes in Transaction Price & Variable Consideration If the transaction price changes after contract inception, an entity would allocate the change to separate performance obligations in the same way it allocates the transaction price at contract inception. Any change in the transaction price allocated to a satisfied performance obligation would be recognized either as revenue or as a reduction in revenue in the period the change occurs. An entity would allocate a change in transaction price to a single distinct good or service, or group of goods or services, using the same criteria applied to variable consideration noted on the next page. 16 Revenue Recognition: A Comprehensive Review for Manufacturers & Distributors Variable consideration may be attributable to the entire contract or to a specific part of a contract. Variable consideration (and any subsequent changes) would be allocated entirely to a distinct good or service only if both of the following criteria are met: The variable payment relates specifically to either of the following • • The entity’s efforts to transfer that distinct good or service A specific outcome of transferring that distinct good or service Allocating the variable consideration entirely to the performance obligation or the distinct good or service is consistent with the general allocation principle that the transaction price should be allocated to each separate performance obligation in an amount depicting the consideration amount to which the entity expects to be entitled in exchange for satisfying each separate performance obligation, considering all of the performance obligations and payment terms in the contract An entity can allocate variable consideration to more than one distinct good or service in the contract. Incentive Purchase Options An incentive that gives a customer the option to acquire additional goods (potentially at a discount), such as customer award credits, contract renewal options or other sales incentives, may represent a separate performance obligation if it provides a material right to the customer that the customer otherwise would not have received. If an incentive is deemed a separate performance obligation, an entity would need to allocate a portion of the transaction price, on a relative standalone basis, to the incentive and recognize revenue when control of the goods or services underlying the incentive is transferred to the customer or when the incentive expires. If a promise to transfer additional goods or services is made after a manufacturer transfers control of the contracted products or services to an intermediary, that promise would not be considered a separate performance obligation. Allocation of Transaction Price Current U.S. GAAP Transaction price is allocated on relative standalone selling price basis. In multiple element arrangements, the following hierarchy is used in determining standalone selling price: Vendor-specific objective evidence (VSOE) Third-party evidence Estimated selling price New Model An entity would first look to observable prices if available. Transaction price is allocated on relative standalone selling price basis. If observable prices are not available, entities would estimate standalone selling prices by using as many observable inputs as possible. 17 Revenue Recognition: A Comprehensive Review for Manufacturers & Distributors Step 1: Step 2: Step 3: Step 4: Identify contracts with customer Identify performance obligations Determine transaction price Allocate transaction price Step 5: Recognize revenue Step 5 – Recognize Revenue When (or as) Performance Obligations Are Satisfied An entity would recognize revenue when (or as) the entity satisfies a performance obligation by transferring a promised good or service to a customer. An asset is transferred when the customer obtains control. For some industries, this is a significant departure from the current risk and rewards criteria. Change in control would occur when the customer has the ability to direct the use of and receive the benefits from the transferred good or service. Control also includes the customer’s ability to prevent other entities from directing the use of and obtaining benefit from the good or service. Revenue can be recognized over time or at a point in time. Assessing whether a transaction meets the criteria to recognize revenue over time will be a key accounting judgment; this assessment is made at the performance obligation level, not the contract level. Point in Time Current U.S. GAAP Revenue is not recognized until the seller has substantially accomplished what it must do under the terms of the contract. Proposed Model An entity would recognize revenue when (or as) control is transferred to a customer. Risk and rewards of ownership must pass upon delivery for revenue to be recognized. Specialized industry accounting determines the appropriate accounting. The rights and obligations of the parties, pattern of cash flows and nature of interest retained by the seller need to be evaluated. Performance Obligations Satisfied over Time An entity transfers control over time if any of the following criteria are met: The customer receives and consumes the benefits of the entity’s performance as the entity performs, e.g., a cleaning service The customer controls the asset as it is created or enhanced by the entity’s performance (could be tangible or intangible) The entity’s performance does not create an asset with an alternative use to the entity and the customer does not have control over the asset created, but the entity has an enforceable right to payment for performance completed to date and expects to fulfill the contract as promised To determine if an asset has an alternative use, the entity considers at contract inception the effects of contractual and practical limitations on its ability to readily direct the asset to another customer. An asset would not have an alternative use if an entity is prohibited from transferring the asset to another customer or would incur significant costs to do so. An entity has an enforceable right to payment for performance to date, if an entity is allowed to recover cost plus margin on goods and services transferred to date. The right to payment should be enforceable and management should consider contractual terms and any legislation or legal precedent that could override those contractual terms. The right to payment for performance completed to date does not need to be for a fixed amount. 18 Revenue Recognition: A Comprehensive Review for Manufacturers & Distributors Measuring Progress Toward Satisfaction of a Performance Obligation Revenue can be recognized over time only if an entity can reasonably measure its progress toward completion. An entity would be permitted to recognize revenue to the extent of costs incurred until it is reasonably able to measure its progress or the performance obligation becomes onerous, e.g., during the early stages of a contract. An entity can use either output or input methods to measure progress, but it would be required to apply that method consistently to similar performance obligations in similar circumstances. Output Methods – Under an output method, an entity would recognize revenue by directly measuring the value of the goods and services transferred to date to the customer (milestones reached or units produced). The output selected should faithfully depict the entity’s progress toward satisfaction of a performance obligation. For example, units produced or delivered could be used only if the value of any work in progress and units produced but not delivered to the customer at the end of the reporting period is immaterial. As a practical expedient, an entity could recognize revenue in the amount it is entitled to invoice, if it corresponds directly with the value of the goods or services transferred to date. An entity may not be entitled to payment for work performed until specified performance milestones are met. In such cases, the continuous transfer method may still be appropriate for recognizing revenue of works performed before reaching a specific milestone (prior to achieving a present right to payment). Input methods – Input measures use an entity’s inputs, e.g., costs incurred, machine hours used or time lapsed relative to total expected inputs, to satisfy a performance obligation. An entity must adjust if the inclusion of certain costs would distort the contract’s performance, such as wasted materials. If inputs are incurred evenly over time, revenue would be recognized on a straight-line basis. If an entity, acting as a principal, procures goods from another vendor and does not design or manufacture those goods, and the cost of the goods is significant relative to the total cost to satisfy the performance obligation, and control of the goods is transferred to the customer significantly in advance of delivery or services related to those goods, the entity may recognize revenue in an amount equal to the cost of the goods, i.e., zeromargin revenue on those specific goods. The new model focuses on recognition of revenue rather than recognition of margin. FASB declined to include guidance for normal expected wasted materials and the accounting for abnormal wasted materials. Manufacturers will need to use judgment to adjust a cost-to-cost calculation for costs that do not contribute to the progress in the contract. Example – Overtime Recognition An entity enters into a contract with a customer to manufacture machinery that is modified to meet the customer’s specifications. The contract is a single performance obligation and the customer does not control the work in progress as the machinery is being manufactured. The machinery is so customized that it cannot be used by other customers unless the entity incurs significant costs for reconfiguring it and cannot be sold to other customers unless the entity offers a significant discount. The entity has the right to payment for performance to date even if the customer cancels the contract. The entity’s performance obligation to manufacture machinery for the customer would be satisfied over time because the entity cannot readily redirect the asset to another customer and has the right for performance to date. Management will need to select the most appropriate measurement model (input or output) to measure the revenue. Control Transferred at a Point in Time Performance obligations that do not meet any of the three criteria for being satisfied over time, should be accounted for at a point in time when (or as) control is transferred to a customer. When control over an asset is transferred at a single point in time, an entity would recognize revenue by evaluating when the customer obtains control. An entity would use judgment in determining when control has been transferred, considering the following indicators: 19 Revenue Recognition: A Comprehensive Review for Manufacturers & Distributors The entity has a present right to payment The customer has legal title The customer has physical possession The customer has the significant risks and rewards of ownership The customer has accepted the asset Clauses that allow the customer to cancel a contract or require an entity to take remedial action if a good or service does not meet agreed-upon specifications must be evaluated to determine if a customer has obtained control. For goods delivered for trial or evaluation, control of the product is not transferred until the customer accepts the product or the trial period lapses. Example: Point-in-Time Recognition An entity enters into contract to manufacture several machines for a customer. The majority of the payments are due after the machines have been installed. The customer can cancel the contract at any time with a termination penalty and any work in progress remains the property of the vendor; the work in progress can be sold to another customer. Physical possession and title do not pass until completion of the contract. In this case, the entity’s performance obligation is transferred at a point in time. The entity will not recognize any revenue until control of the machines have transferred to the customer. Additional Items Contract Costs In conjunction with the release of the new standard, FASB also amended ASC 340, Other Assets and Deferred Costs. Outside of guidance on accounting for long-term construction contracts and certain industry-specific guidance, U.S. GAAP previously did not address the accounting for cost of obtaining and fulfilling customer contracts; an accounting policy election determined whether such costs were capitalized or expensed. Only SEC registrants are required to disclose their policy for capitalized costs. Under the ASU, entities likely would capitalize more contract costs than under existing U.S. GAAP. An entity that currently elects to expense eligible contract costs might be required to capitalize those costs. For example, sales commissions expensed as paid would be capitalized if the costs are recoverable. Management’s decision process on the transition strategy should consider costs incurred for contracts not completed upon adoption of the standard. Incremental Costs of Obtaining a Contract Entities incur a variety of costs in delivering products or performing services for revenue generation, e.g., customer acquisition, setup and fulfillment costs. These costs are usually incurred before revenue is recognized. An entity would capitalize incremental costs of obtaining a contract if the costs are recoverable. Incremental costs are those that would not have been incurred if the contract had not been obtained, e.g., sales commissions. Costs an entity incurs regardless of whether it obtains a contract would be expensed as incurred. As a practical expedient, an entity can expense these incremental costs if the amortization period of those costs would be one year or less, i.e., the contract term or earnings process is not greater than a year. An entity must disclose if this practical expedient is elected. Direct-response advertising expenses are not incremental to obtaining a contract and would be expensed under the ASU. Under current accounting guidance, these expenses are capitalized if the primary purpose of the advertising is to elicit sales from customers who could be shown to have responded specifically to the advertising and the advertising results in probable future benefits. 20 Revenue Recognition: A Comprehensive Review for Manufacturers & Distributors Costs to Fulfill a Contract If the costs incurred in fulfilling a contract are not within the scope of other guidance, e.g., inventory, property, plant and equipment or capitalized software, an entity would recognize an asset only if the costs meet all of the following criteria: They relate directly to a contract or a specific anticipated contract, e.g., direct labor or materials They generate or enhance resources that would be used to satisfy performance obligations in the future They are expected to be recovered Certain costs are expensed as incurred, such as most general and administrative costs and cost of wasted materials and labor not reflected in the contract price. If an entity cannot distinguish the fulfillment costs that relate to future performance obligations from the costs that relate to past performance obligations, the entity would expense these costs as incurred. Learning Curve A learning curve is the effect of efficiencies over time when an entity’s production costs decline in relation to the number of times an entity produces a particular unit. A manufacturer with a single performance obligation to deliver a specified number of units, which meets the requirements to be recognized over time, would select the method of progress that results in the entity recognizing more revenue and expense for the early units produced relative to later units, e.g., cost-to-cost method. The effect is appropriate because the great value of the manufacturer’s performance is in the early part of the contract. If the contract does not give rise to a single performance obligation satisfied over time, a manufacturer should apply the guidance of other standards, e.g., inventory. Judgment will be needed to determine whether design costs and bidding expenses incurred as part of contract negotiations represent a cost of fulfilling the contract or cost of obtaining a contract. Amortization & Impairment Capitalized costs to obtain and fulfill contracts would be amortized on a systematic basis consistent with the pattern of transfer of goods or services to which the asset relates. An entity should update the amortization period to reflect significant changes in the expected timing of transferring goods or services to the customer. These changes should be accounted for as changes in accounting estimates. As a practical expedient, if the amortization period would be one year or less, an entity may elect to expense the costs. The asset may be amortized over more than one contract when the asset relates to goods or services that will be provided under an anticipated contract that the entity can identify specifically, e.g., renewal options. An impairment loss would be recognized if the carrying value of the capitalized costs exceeds its recoverable amount. The recoverable amount equals the remaining consideration to which the entity expects to be entitled, minus costs directly related to those goods or services. Reversals of these impairments would not be permitted. Example – Sales Commission A salesperson earns a 10 percent commission on a contract signed in January 2013. The products purchased in the contract will be delivered throughout the year. The commission payment can be capitalized since it relates to the cost of obtaining the contract. The commission can be expensed as a practical expedient since the contract is less than one year. 21 Revenue Recognition: A Comprehensive Review for Manufacturers & Distributors Contract Costs Current U.S. GAAP Guidance varies by transaction and industry. In general, an accounting policy election determines where incremental direct acquisitions cost of obtaining a contract are capitalized or expensed. New Model Incremental cost of obtaining a contract would be capitalized if recoverable. Fulfillment costs are capitalized only if they meet all of the following criteria: Relate directly to an existing contract, e.g., direct labor or materials Generate or enhance resources that would be used to satisfy performance obligations in the future Expected to be recovered Repurchase Arrangements The new revenue recognition model is based on control criteria versus a risk-and-reward model under current guidance. The existence of a repurchase agreement in a contract affects the customer’s ability to control the assets and impacts both the accounting and timing of revenue recognition. Under the new model, the accounting for repurchase arrangements depends on which party holds the obligation or right, and the relative purchase price as compared to the original selling price, as indicated in the table below. Repurchase agreement type Repurchase price (RP) versus original sales price (SP) Significant economic incentive to exercise Accounting Call option/forward RP < SP n/a Lease – see ASC Topic 840 Call option/forward Put option Put option Put option RP ≥ SP RP < SP RP < SP RP ≥ SP and RP > expected market value n/a Yes No Yes Financing Lease – see ASC Topic 840 Sale with right of return Financing Put option RP ≥ SP and RP < expected market value No Sale with right of return 22 Revenue Recognition: A Comprehensive Review for Manufacturers & Distributors Sale Leasebacks A call option that is part of a sale leaseback agreement would be treated as a financing arrangement if the repurchase amount is less than the original sales price. A put option with a repurchase price less than the original sales price that is included in a sale leaseback transaction would be accounted for as a financing arrangement if the customer has a significant economic incentive to exercise the put. Repurchase Arrangements Current U.S. GAAP If a seller retains an obligation or option to repurchase, or the buyer can compel the seller to repurchase, the transaction would not qualify for sale accounting; it would be treated as a financing, lease or profit-sharing arrangement. New Model The accounting depends on which party holds the obligation or right and the relative repurchase price relative to the original sales price. Bill-and-Hold Arrangements Bill-and-hold arrangements occur when an entity bills a customer for a product but retains physical possession until a future point in time, e.g., due to a customer’s space availability or delay in the production schedule. For these arrangements, the following conditions must be met for an entity to conclude control has been transferred to a customer and revenue recognized: The reason for the bill-and-hold arrangement must be substantive The product must be identified separately as belonging to the customer The product currently must be ready for physical transfer to the customer The entity cannot use the product or direct it to another customer Some of the transaction price would be allocated to the custodial service of storing the goods if such services are a separate performance obligation. There is no explicit requirement for a bill-and-hold arrangement to be at the request of the customer, although the reason for the arrangement must be substantive. The new standard is not as prescriptive as existing literature. The lack of a fixed delivery schedule currently precludes revenue recognition. Such a requirement is not included in the new model, which could allow earlier revenue recognition. 23 Revenue Recognition: A Comprehensive Review for Manufacturers & Distributors Bill & Hold Current U.S. GAAP Revenue is recognized prior to the delivery of goods if the following conditions are met: Risk of ownership has passed Fixed purchase committed by customer The buyer must request the bill and hold basis and have substantive reason Fixed delivery schedule for the goods Seller has no remaining performance obligation Goods must be segregated from other inventory Goods must be complete and ready for shipment New Model Management will need to determine when control is transferred if the following criteria are met: The reason for the bill-and-hold arrangement must be substantive The product must be identified separately as belonging to the customer The product currently must be ready for physical transfer to the customer The entity can’t use the product or direct it to another customer Breakage Some contracts require a customer to make an upfront, nonrefundable payment for future performance if the customer does not demand full performance, e.g., gift cards or prepaid phone cards. A contract liability should be recorded upfront. Revenue is recognized and liability is reduced as good or services are delivered. The difference between the amount paid and the dollar value of performance received is referred to as “breakage.” If an entity expects to be entitled to breakage, it would recognize the effects of the expected breakage as revenue in proportion to the pattern of rights exercised by the customer. Otherwise, the entity would recognize the effects of the expected breakage when the likelihood of the customer exercising its remaining rights becomes remote. This is relatively consistent with current U.S. GAAP. Principal Versus Agent Considerations If other parties are involved in providing goods or services to an entity’s customer, the entity would determine whether it is acting as a principal or an agent. If an entity obtains control of goods or services from another party before transfer to the customer, the entity’s performance obligation is to provide the goods or services, meaning the entity is acting as a principal and would recognize revenue at the gross amount collected from the customer. If an entity obtains legal title of a good only momentarily before being transferred to a customer, the entity may not be acting as a principal. If an entity does not obtain control of the goods or services from another party before transfer to a customer, the entity is acting as an agent and would recognize revenue at the net amount, such as a fee or commission. Agent status might be indicated if the following factors apply to an entity’s relationship with a customer: Not primarily responsible for fulfilling the contract No inventory risk Does not establish price for the other party’s goods or services Consideration is a commission No customer credit risk for the other party’s goods or services These indicators are similar to current guidance in U.S. GAAP. 24 Revenue Recognition: A Comprehensive Review for Manufacturers & Distributors Consignment Sales In a common consignment arrangement, the seller delivers goods to a customer but retains title to the goods shipped. A consignee will not take title or pay for the goods until they are sold by the consignee to a third party or consumed by the consignee in production. An entity should not recognize revenue upon delivery of a product if it is held on consignment. An entity should not recognize revenue for products held on consignment. Indicators of a consignment arrangement include: The product is controlled by the seller until a specified event, such as a sale to an end customer The entity is able to require the return or transfer of the product The dealer does not have an unconditional obligation to pay for the product The timing of revenue recognition could change for some entities because current guidance focuses on the transfer of risks and rewards rather than the transfer of control. The transfer of risks and rewards is an indicator of whether control has transferred under the new revenue standard, but additional indicators also will need to be considered. Example – Consignment Sale ABC has developed a new type of cold-rolled steel sheet and provides 50 rolls to part manufacturer XYZ on a consignment basis. XYZ pays a deposit upon receipt of the rolls; title transfers to XYZ and payment is due only upon consumption of the rolls in manufacturing. Each month, both parties agree on the amount consumed by XYZ. XYZ can return, and ABC can demand back, any unused product at any time. Control transfers upon consumption of the rolls in the manufacturing process, as title has transferred and payment is due only at that point. If the entity did not retain the right to demand return of the inventory, that might suggest that control transferred to the manufacturer upon receiving the shipment. Consignment Sales Current U.S. GAAP Revenue can be recognized only when substantial risk or loss, rewards of ownership, and control of the assets have transferred to the consignee. Proposed Model Management will need to determine when control is transferred. Indicators include: The entity has a present right to payment for the asset The customer has legal title to the asset The entity transferred physical possession of the asset The customer has the significant risk and rewards of ownership The customer has accepted the asset 25 Revenue Recognition: A Comprehensive Review for Manufacturers & Distributors Some manufacturers recognize revenue using a “sell-through” approach, whereby revenue is not recognized until the product is sold to the end customer due to consignment or because the selling price is not known until the product is sold to the end customer. Entities using a sell-through approach may be able to recognize revenue upon shipment to the distributor/consignee if it is probable a significant revenue reversal won’t occur. If the distributor has control, including the right (but not the obligation) to return the product to the manufacturer at its discretion, and the distributor does not have a significant economic incentive to exercise the return right, control transfers when the product is delivered to the distributor. Presentation & Disclosure Presentation An entity would present a contract in its statement of financial position as a contract liability, a contract asset or a receivable, depending on the relationship between the entity’s performance and the customer’s performance at the reporting date. A contract liability exists if the customer has paid consideration, or if payment is due as of the reporting date but the entity has not yet satisfied the performance obligation. If an entity has transferred goods or services as of the reporting date but the customer has not yet paid, the entity would recognize either a contract asset or a receivable. An unconditional right to consideration is presented as a receivable. If an entity’s right to consideration is conditioned on something other than the passage of time, an entity would recognize a contract asset. FASB felt the distinction between a contract asset and a receivable provided financial statement users with relevant information about an entity’s risk exposure. While both asset categories are subject to credit risk, a contract asset also is subject to other risks such as performance risk. TRG Update During the October 2014 meeting, members clarified contract assets and liabilities are presented at the contract level and not the performance obligation level. Contract assets and liabilities are offset for contracts that are combined under the guidance. Balances other than contract assets and contract liabilities, such as trade receivables and deferred costs, are offset only if permitted by other GAAP. Contract assets and liabilities related to contracts not combined under the guidance in the revenue standard are offset only if allowed by other GAAP. 26 Revenue Recognition: A Comprehensive Review for Manufacturers & Distributors Balance Sheet Asset Rights > Obligations Receivable Unconditional Right Liability Obligation > Rights (Net) Contract Asset Conditional Right (Net) Contract Liability Disclosure The objective of the disclosure requirements is to enable financial statement users to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. New disclosures for both public and private companies include the following: Revenue disaggregated according to the nature, amount, timing and uncertainty of revenue and cash flows. The disaggregated revenue would need to be reconciled to the revenues in the financial statements. Public companies would be required to provide a quantitative disclosure. Nonpublic entities would disclose qualitative information about how economic factors affect the nature, timing and uncertainty of revenue and cash flows. A nonpublic company would disaggregate revenue in accordance with the timing or transfer of goods or services, i.e., goods transferred at a point in time versus goods transferred over time Information about performance obligations, including when the entity typically satisfies performance obligations, e.g., upon shipment, upon delivery or as services are rendered Significant payment terms (payment due date, variable consideration and significant financing components) Nature of goods and services Obligations for returns, refunds and similar obligations Types of warranties and related obligations 27 Revenue Recognition: A Comprehensive Review for Manufacturers & Distributors Public companies would be required to disclose the following: Contract balances • Opening and closing balances of receivables, contract assets and contract liabilities (if not presented elsewhere) and quantitative and qualitative description of significant changes • Amount of revenue recognized that was included in the contract liability balance at the beginning of the period • Revenue recognized relating to performance obligations satisfied in a prior period, such as from contracts with variable consideration Remaining performance obligations – Required for contracts in excess of one year; renewals should be excluded. Entities are not precluded from including contracts with an original date of less than one year. Entities should include a qualitative discussion about any significant variable consideration not included in the discussion of remaining performance obligations. The disclosure should include the aggregate amount of the transaction price allocated to unsatisfied performance obligations as of period close, as well as when the entity expects to recognize that revenue Significant judgments, including the expected timing of satisfying performance obligations, the transaction price, and the allocations to performance obligations – For obligations satisfied at a point in time, an entity should disclose significant judgments made in evaluating when a customer obtains control. For obligations satisfied over time, an entity would disclose the methods used to recognize revenue and why the method faithfully depicts the transfer of goods or services Methods, inputs and assumptions used to determine the transaction price, assessing the constraint on variable consideration, allocation of the transaction price, and measuring the obligations for returns and refunds Contract costs – Closing balances of capitalized contract costs by main category of asset (cost to obtain contract, setup costs, etc.), as well as the amount of amortization recognized in the period and a description of the assumptions used in capitalizing contract acquisition costs Interim disclosures include most of the quantitative disclosures required in annual financial statements, such as disaggregated revenue, contract balances and remaining performance obligations. SEC Disclosure SEC Regulation S-K requires a public company that retrospectively adopts an accounting standard to apply it to all five years of the selected financial data in SEC filings. At a recent Financial Accounting Standards Advisory Council meeting, an SEC staff member said the SEC wouldn’t object if companies electing retrospective adoption of the new revenue standard only apply the guidance to periods covered by the financial statements presented, rather than all five years. Any additional years included in the selected financial data would not require restatement; however, entities must clearly disclose the inconsistent reporting basis to investors. 28 Revenue Recognition: A Comprehensive Review for Manufacturers & Distributors Effective Date & Transition Effective Date For public business entities, the amendments in this ASU are effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. Early application is not permitted. For nonpublic entities, the standard is effective for annual reporting periods beginning after December 15, 2017, and interim periods within annual periods beginning after December 15, 2018. However, a nonpublic entity may elect to apply this guidance earlier only as of one of the following: An annual reporting period beginning after December 15, 2016, including interim periods within that reporting period (public entity effective date) An annual reporting period beginning after December 15, 2016, and interim periods within annual periods beginning after December 15, 2017 An annual reporting period beginning after December 15, 2017, including interim periods within that reporting period FASB has received a number of requests to delay the implementation date and received mixed feedback related to a potential delay. FASB plans to perform site visits in the fourth quarter of 2014 and first quarter of 2015 to assess stakeholders’ progress in implementation and the challenges they are facing. FASB plans to reach a final decision about whether to delay the effective date no later than the second quarter of 2015. Transition Entities must retrospectively apply the new revenue standard using one of the following methods: Retrospectively to each prior reporting period presented, electing any of the following practical expedients—if any of these practical expedients are elected, an entity would disclose that fact as well as a qualitative assessment of the estimated effects of the expedient. Practical Expedients Reducing the number of contracts that require restatement For completed contracts, an entity need not restate contracts that begin and end within the same annual reporting period. Simplifying how an entity restates contracts For completed contracts that have variable consideration, an entity may use the transaction price at the date the contract was completed rather than estimating variable consideration amounts in the comparative reporting periods. Simplifying retrospective application of other aspects of the guidance For all reporting periods presented before the date of initial application, an entity need not disclose the amount of the transaction price allocated to remaining performance obligations and an explanation of when the entity expects to recognize that amount as revenue. 29 Revenue Recognition: A Comprehensive Review for Manufacturers & Distributors Entities can elect to apply none, some or all of these expedients. If an entity elects to use any of them, it must apply that expedient consistently to all contracts within all periods presented: Retrospectively, with the cumulative effect of initially applying this ASU recognized in opening retained earnings at the date of initial application – the standard would be applied to new contracts and any existing contracts as of the date of initial application; comparative-year restatement is not required, but entities must disclose the following additional information in reporting periods that include the initial adoption date • • For each financial statement line item, the amount affected in the current reporting period by the application of this ASU as compared to the guidance that was in effect before the change An explanation of the reasons for significant changes Management will need to consider carefully the cost and benefits of these two approaches, which will affect the start date and data requirements of implementation projects. Transition PY 2 Full retrospective method Modified retrospective method Cumulative catch-up for completed and existing contracts PY I CY Existing, new and completed contracts restated and presented under new standard Completed and existing contracts restated and presented under new standard Existing contracts presented under legacy U.S. GAAP Disclosure Cumulative catch-up for existing contracts Any remaining legacy contracts and new contracts under new standard For each line item, the effect on prior periods If you have questions about the revenue recognition rules please contact your BKD advisor. Contributor Anne Coughlan Director 317.383.4000 [email protected] 30
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