Chapter 8 — Step 5: Determine When to Recognize Revenue
Chapter 8 — Step 5: Determine When to Recognize Revenue
8.1 Objective and Background
ASC 606-10
25-23 An entity shall recognize
revenue when (or as) the entity satisfies a performance
obligation by transferring a promised good or service (that
is, an asset) to a customer. An asset is transferred when
(or as) the customer obtains control of that asset.
8.1.1 Concept of Control
In a manner consistent with the core principle of the revenue standard — “an
entity shall recognize revenue to depict the transfer of
promised goods or services to customers in an amount that reflects the
consideration to which the entity expects to be entitled in exchange for those
goods or services” (emphasis added) — step 5 focuses on recognition (i.e., when it is appropriate to recognize revenue). While
steps 1 and 2 (see Chapters
4 and 5) also
contain recognition concepts, step 5 is the central tenet of the recognition
principle in the standard.
The revenue standard requires an entity to assess whether the customer has
obtained control of the good or service to determine
whether the good or service has been transferred to the customer. Determining
when revenue should be recognized — that is, the timing of the
transfer of control of the good or service to the customer — is the most common
question regarding revenue recognition.
While step 5 of the standard’s revenue model acts as a gate and responds to the
question of “when to recognize,” it is preceded by the earlier steps (i.e.,
steps 1–4). The conclusions reached in the earlier steps are critical to the
determination of how much revenue to recognize in step 5 when control of a good
or service is transferred to a customer. Therefore, the revenue standard
generally requires a sequential evaluation of each of the four steps preceding
step 5.
Connecting the Dots
While the revenue standard uses a control-based approach
for determining whether and, if so, when a good or service has been
transferred to a customer, the FASB and IASB did not define “good or
service.” Instead, the boards focused on the concept of control to
determine when the good or service is transferred. The boards
decided that assessing the transfer of control would result in more
consistent decisions about when goods or services are transferred than
the risks-and-rewards approach, which requires an entity to use more
judgment when it retains risks and rewards to some extent. For example,
the boards considered contracts in which the entity sells a product but
also provides a warranty. During the development of the final standard,
this example was used to challenge the risks-and-rewards model since
some argue that in many such cases, the risks and rewards of the product
may not have been entirely transferred to the customer given that the
entity retains some risks associated with the product through the
related warranty. However, it was the boards’ expectation that under a
control-based model, the accounting would more appropriately align
recognition with performance — that is, in the fact pattern above, the
entity performs by delivering a product and then, if the warranty is
determined to be a service-type warranty (see Section 5.5), will recognize
performance under its separate promise of a warranty over the period
covered.
The revenue standard requires an entity first to
determine, at contract inception, whether control of a good or
service is transferred over time; if so, the entity would
recognize the related revenue over time in a manner consistent with the
transfer of the good or service over time to the customer. If the entity
cannot conclude that control is transferred over time (i.e., the
transfer does not meet one of three criteria described in Section 8.4), control
is considered to be transferred at a point in time. As a result, the
entity must determine at what specific point in time to recognize the
related revenue. As discussed in Section 8.6, the guidance provides
five indicators to help an entity assess when that point in time is for
a promised good or service. Even though the revenue standard shifts away
from risks and rewards, the boards noted that an entity could still look
to whether risks and rewards have been transferred to the customer as an
indicator that control has passed to the customer.
8.1.2 Performance Obligations Satisfied Over Time or at a Point in Time
ASC 606-10
25-24 For each performance
obligation identified in accordance with paragraphs
606-10-25-14 through 25-22, an entity shall determine at
contract inception whether it satisfies the performance
obligation over time (in accordance with paragraphs
606-10-25-27 through 25-29) or satisfies the performance
obligation at a point in time (in accordance with
paragraph 606-10-25-30). If an entity does not satisfy a
performance obligation over time, the performance
obligation is satisfied at a point in time.
One of the key objectives of the FASB and IASB in establishing the revenue
standard was to create a single framework for entities to apply across disparate
jurisdictions, industries, and transactions. However, there had been a
long-standing view that some promises to a customer are satisfied in an exchange
transaction at a point in time (generally, the transfer of a good), whereas
other promises to a customer are satisfied over time as the entity performs
various actions (generally, the transfer of a service). When developing the
control-based model, the boards thought that using control as the basis for
recognition allowed them to achieve that single model since control of something
could be transferred (1) at a single point in time after the completion of the
entity’s efforts or (2) over time in conjunction with the entity’s efforts
toward providing a benefit to the customer, typically through the delivery of a
service.
During the development of the revenue standard, the boards understood, and
stakeholders continued to provide feedback on, the need to outline how the
single model of control would be applied to the transfer of goods as compared
with the transfer of services.
8.1.3 Distinguishing Between “Goods” and “Services”
Despite intending to create a single framework, the boards acknowledged that
there are clear differences between the most common instances of sales of goods
and delivery of services. However, along a spectrum of revenue transactions,
there are instances of arrangements (e.g., construction-type contracts) in which
it becomes less clear whether the entity is providing a good or a service
because constructing an asset has attributes of both the sale of a good (the
final constructed asset) and the delivery of a service (benefits are being
provided throughout the development of the asset).
Therefore, the boards committed to developing a control-based model and determined that it would
be most appropriate to describe performance obligations as being transferred either over time (most
commonly in the case of services) or at a point in time (most commonly in the case of products or
goods).
During the development of the revenue standard, stakeholders questioned whether
a control-based model could be applied to service contracts given that it can be
difficult to identify the asset that is being provided to the customer in a
service contract. Such difficulty arises because the asset is often
simultaneously created and consumed by the customer, especially in the case of a
pure service contract (e.g., cleaning service). As a result, stakeholders
expressed concerns about whether a single control-based model could be applied
to all types of contracts with customers. The boards clarified that although
certain service contracts may not result in the creation of a tangible good or
work in process, there is an inherent asset being created in all service
contracts (i.e., the customer receives a future economic benefit as a result of
the entity’s performance in a service contract). In light of this, the boards
decided that a separate model should not be created for service contracts and
continued to develop a single control-based model.
Ultimately, the boards achieved their objective of creating a single framework
for revenue recognition based on control (specifically, when the customer obtains control of an asset) while still
allowing for accounting based on the disparate qualities of goods and
services.
See further discussion in Sections 8.4, 8.5, and 8.6 of performance obligations satisfied over time
and at a point in time.
Also, the boards determined that it was most operational to make the distinction between a
performance obligation satisfied at a point in time and a performance obligation satisfied over time
by using a single starting point — namely, the determination of whether the promise is a performance
obligation satisfied over time, as discussed in Sections 8.4 and 8.5. That assessment is based on
whether the performance obligation meets one of three specific criteria for recognizing revenue over
time. If the promise does not meet any of the three criteria, it is, by default, a performance obligation
satisfied at a point in time, as discussed in Section 8.6.
It is important to note that the assessment of whether a performance obligation meets the criteria for
recognizing revenue over time must be performed at contract inception. In addition, the assessment
of whether revenue should be recognized over time or at a point in time should be performed at
the individual performance obligation level rather than at the overall contract level. Accordingly, it is
important to appropriately identify the performance obligations in step 2 (refer to Chapter 5) before
evaluating whether revenue should be recognized over time or at a point in time.
The simple flowchart below illustrates the process that entities should use to
determine the appropriate pattern of revenue recognition.
8.2 Control
ASC 606-10
25-23 An entity shall recognize revenue when (or as) the entity satisfies a performance obligation
by transferring a promised good or service (that is, an asset) to a customer. An asset is transferred
when (or as) the customer obtains control of that asset.
25-25 Goods and services are
assets, even if only momentarily, when they are received and
used (as in the case of many services). Control of an asset
refers to the ability to direct the use of, and obtain
substantially all of the remaining benefits from, the asset.
Control includes the ability to prevent other entities from
directing the use of, and obtaining the benefits from, an
asset. The benefits of an asset are the potential cash flows
(inflows or savings in outflows) that can be obtained
directly or indirectly in many ways, such as by:
-
Using the asset to produce goods or provide services (including public services)
-
Using the asset to enhance the value of other assets
-
Using the asset to settle liabilities or reduce expenses
-
Selling or exchanging the asset
-
Pledging the asset to secure a loan
-
Holding the asset.
ASC 606 applies a single model (based on control) to all revenue transactions to determine when
revenue should be recognized. ASC 606-10-25-25 defines control of an asset as “the ability to direct the
use of, and obtain substantially all of the remaining benefits from, the asset.” This definition consists of
three components:
- The “ability” — For an entity to recognize revenue, its customer must have the present right to direct the use of, and obtain substantially all of the remaining benefits from, an asset. That is, the entity should not recognize revenue until the customer has in fact obtained that right.
- “[T]o direct the use of . . . the asset” — This means that the customer can (1) use the asset in its own activities, (2) allow the asset to be used in another entity’s activities, or (3) restrict another entity from using the asset.
- “[A]nd obtain substantially all of the remaining benefits [from the] asset" — To obtain control, the customer must be able to obtain substantially all of the remaining benefits from the asset (e.g., by using, consuming, disposing of, selling, exchanging, pledging, or holding the asset).
Transfer of control can be assessed from both the customer’s and the seller’s perspective; however,
the FASB and IASB decided that control should be viewed from the customer’s perspective. While
the timing of revenue recognition could often be the same from both perspectives (i.e., when the seller
surrenders control and when the customer obtains control), assessing the transfer of control from the
customer’s perspective minimizes the risk of recognizing revenue for activities that do not align with the
transfer of the goods or services to the customer.
The notion of control is a relatively simple concept when applied to the transfer of control of a good to
the customer; however, for performance obligations related to services and construction-type contracts,
the notion of control may be less straightforward. For example, in arrangements in which the customer
simultaneously consumes the asset as the asset is created, the customer never recognizes an asset;
consequently, it may be more difficult to determine when the customer obtains control.
In developing the standard, the boards received feedback that there should be separate control
guidance for goods and services; however, as discussed above, the boards ultimately decided against
this because (1) it may sometimes be difficult to clearly define a service and (2) not all service contracts
result in the transfer of resources to customers over time. Rather, the boards focused on the attribute
of the timing of when a performance obligation is satisfied to determine whether control has been
transferred. This is discussed further in Section 8.3.
Connecting the Dots
The switch from a risks-and-rewards model to a control-based model is consistent with the
FASB’s overall shift in recent years toward a control-based model in other projects (e.g.,
consolidation, leases, and derecognition of financial assets). While the notion of control may be
defined slightly differently to take into account the specifics in each of these standards, the same
general concept of a control-based standard remains.
As illustrated in Section 8.1.3, a performance obligation
satisfied at a point in time is generally a product or good, and a
performance obligation satisfied over time is generally a service. However,
certain exceptions apply, and it is important not to automatically assume
that revenue from a product or good is recognized at a point in time and
revenue from a service is recognized over time. For example, revenue from
certain deliverables of what many may commonly consider to be goods (e.g.,
some contract manufacturing) may be recognized over time as revenue from a
manufacturing “service.” Depending on the payment terms, this may be the
case when the goods being manufactured are highly customized and do not have
an alternative use to the entity, thereby implying that the customer is
receiving a benefit over the manufacturing period, as opposed to only when
the finished goods are provided to the customer. Alternatively, revenue from
certain deliverables of “services” (e.g., under some construction contracts)
may need to be recognized at a point in time if it is determined that the
customer does not control the constructed asset until the end of the
construction process. Refer to Sections 8.3.1 and 8.3.2 for
illustrations of these concepts.
8.3 Two Models for Revenue Recognition — Based on Control
At contract inception, an entity must determine whether the performance obligation meets the criteria
for revenue to be recognized over time (see Sections 8.4 and 8.5); if the performance obligation does
not meet those criteria, revenue must be recognized at a point in time (see Section 8.6). That is, the entity
must carefully evaluate how and when control is transferred to the customer. While generally speaking,
goods are transferred at a point in time and services are transferred over time, this is not the case in all
circumstances.
Connecting the Dots
Step-by-Step Approach
When entities think about
revenue recognition, it may seem natural or logical to jump directly to determining when
revenue can be recognized in step 5. However, understanding the nature of the
arrangement and identified promised goods or services in step 2 is critical to
determining when transfer of control occurs in step 5. As discussed in Section 8.1.1, applying the steps
sequentially is important because the assessment of whether revenue should be recognized
over time or at a point in time should be performed at the individual performance
obligation level rather than at the overall contract level.
For example, suppose that an
entity sells a product with a multiyear warranty to a customer. Without identifying and
assessing the nature of the promised goods and services in the contract, the entity may
incorrectly assume that it should recognize all of the revenue when the product is
transferred to the customer. However, upon assessing the nature of the promised goods
and services in the contract, the entity determines that the multiyear warranty
represents a service-type warranty (rather than an assurance-type warranty). In this
situation, the contract would include two performance obligations: (1) the product and
(2) the service-type warranty. In accordance with step 4 (see Chapter 7) revenue should be allocated to the product
and the service-type warranty. The revenue allocated to the product would generally be
recognized at the point in time when control is transferred (see Section 8.6), and the revenue allocated to the
service-type warranty should be recognized over the multiyear warranty period (see Sections 8.4 and 8.5). See Section
5.5 for additional information on determining whether a warranty represents
a distinct service in the contract.
Assessing the Nature of the Promise
Identifying the nature of the arrangement and the promised goods or
services may be challenging in many instances, such as in certain types of stand-ready
obligations or when an entity is acting as an agent. For example, in an arrangement in
which a price comparison Web site (the entity) allows its users (customers) to select
services from a wide range of providers (e.g., hotels, airlines) and make purchases
through the site, stakeholders have questioned whether revenue should be recognized
before the user executes a purchase (e.g., selects and books a hotel room or flight).
That is, when an entity acts as an agent, it could be thought of as providing a service
throughout a certain period of effort, or it could instead be viewed as performing a
single act of matching the buyer with a provider (when the agent finds a buyer). The
entity earns a commission for acting as a broker; however, the entity is also providing
a service of price comparisons and in essence is creating a lead for the provider.
Stakeholders have therefore questioned whether revenue should be recognized before the
customer makes a purchase through the site since some views indicate that value is being
transferred to the user over time before the execution of a purchase through the site.
In light of this, the entity should first assess the nature of its promise in the
contract to understand whether its promise is fulfilled at a point in time or over time
so that it can appropriately recognize revenue. For additional discussion, see Section 8.9.5.
Sections 8.3.1 through 8.3.4 illustrate
how an entity must carefully assess the terms of the arrangement and not just assess whether
it is providing a good or a service to properly determine when control is transferred to the
customer.
8.3.1 When Revenue Recognition Over Time Is Appropriate for Goods (e.g., Contract Manufacturing)
An entity that is delivering goods (e.g., a contract manufacturer)
should carefully analyze the contractual arrangement in accordance with the three criteria
in ASC 606-10-25-27 to determine whether the promise in the contract to construct and
transfer goods to the customer is a performance obligation that will be satisfied over
time or at a point in time.
If an entity’s obligation to produce a customized product meets one of
the criteria in ASC 606-10-25-27 for revenue recognition over time (e.g., the entity’s
performance does not create an asset with an alternative use, and the entity has an
enforceable right to payment for performance completed to date), revenue related to that
product would be recognized as the product is produced, not when the product is
delivered to the customer.
For example, an entity that has a contract with an original equipment
manufacturer (OEM) to produce a customized part for the OEM’s product would meet the
criteria for revenue recognition over time if the customized part has no alternative use
other than as a part for the OEM’s product and the entity has an enforceable right to
payment for performance completed to date “at all times throughout the duration of the
contract.” ASC 606-10-25-28 and 25-29 as well as ASC 606-10-55-8 through 55-15 provide
detailed guidance on whether an asset has an alternative use to the entity and whether an
entity has an enforceable right to payment for performance completed to date. An entity
would need to carefully analyze the contractual arrangements and the specific facts and
circumstances to determine whether those criteria are met.
If it concludes that revenue should be recognized over time, the entity
would then be required to select a method of recognizing revenue over time that faithfully
depicts the entity’s performance to date for producing the product. Therefore, contract
revenue should be recognized as the entity performs (i.e., as the product is produced)
rather than when the product is delivered to the customer.
8.3.2 When Revenue Recognition Over Time Is Appropriate for Services (e.g., Construction)
An entity that provides a service (e.g., under a construction contract)
cannot assume that it can recognize revenue over time. Rather, the entity needs to assess
whether the criteria outlined in ASC 606-10-25-27 are met.
Specifically, ASC 606-10-25-27 requires one of the following criteria to
be met for revenue to be recognized over time:
-
The customer simultaneously receives and consumes the benefits provided by the entity’s performance as the entity performs . . . .
-
The entity’s performance creates or enhances an asset (for example, work in process) that the customer controls as the asset is created or enhanced . . . .
-
The entity’s performance does not create an asset with an alternative use to the entity . . . , and the entity has an enforceable right to payment for performance completed to date.
The assessment should be made at contract inception. If a performance
obligation does not meet any of the criteria in ASC 606-10-25-27, the entity should
recognize revenue at a point in time rather than over time.
The entity should carefully analyze the terms of the contractual
arrangement(s) in accordance with the requirements in ASC 606-10-25-27 to determine
whether the performance obligation is satisfied over time or at a particular point in
time. The criteria in ASC 606-10-25-27 are discussed in further detail in Section 8.4.
8.3.3 Whether an Entity Is Free to Choose Whether to Recognize Revenue Over Time or at a Point in Time
The decision of whether to recognize revenue over time or at a point in
time is not a free choice. At contract inception, an entity must carefully evaluate
whether the performance obligation meets any of the three criteria in ASC 606-10-25-27 for
revenue recognition over time. If one or more of the criteria are met, the performance
obligation must be recognized over time. However, if none of the criteria are met, the
entity should recognize revenue at a point in time.
Accordingly, it would not be appropriate to recognize revenue at a point
in time if one of the three criteria in ASC 606-10-15-27 is met.
8.3.4 Recognizing Revenue Over Time or at a Point in Time — Production of Customized Goods
An entity that sells products or goods cannot presume that it can
recognize revenue at a point in time since it will be required to recognize revenue over
time if one of the criteria in ASC 606-10-25-27 is met. In the FASB staff’s view, revenue
from certain contracts with customers (e.g., contracts for the production of customized
goods) may need to be recognized over time under the revenue standard because (1) the
goods or services being provided may have no alternative use to the entity and (2) the
entity may have an enforceable right to payment. To illustrate, the FASB staff cites the
following fact pattern:1
An entity has contracted with a customer to provide a
manufacturing service in which it will produce 1,000 units of a product per month for a
2-year period. The service will be performed evenly over the 2-year period with no
breaks in production. The units produced under this service arrangement are
substantially the same and are manufactured to the specifications of the customer. The
entity does not incur significant upfront costs to develop the production process.
Assume that its service of producing each unit is a distinct service in accordance with
the criteria in paragraph 606-10-25-19. Additionally, the service is accounted for as a
performance obligation satisfied over time in accordance with paragraph 606-10-25-27
because the units are manufactured specific to the customer (such that the entity’s
performance does not create an asset with alternative use to the entity), and if the
contract were to be cancelled, the entity has an enforceable right to payment (cost plus
a reasonable profit margin). Therefore, the criteria in paragraph 606-10-25-15 have both
been met.
The FASB staff cautions that while the example is not meant to
illustrate that revenue from contracts for customized goods should always be recognized
over time, an entity should not presume that it would continue to recognize revenue from
such contracts at a point in time under the revenue standard. Rather, the entity would
need to assess the criteria in ASC 606-10-25-27 to determine whether it should recognize
revenue over time. If none of those criteria are met, the entity should recognize revenue
at a point in time.
The above issue is addressed in Implementation Q&A 54 (compiled from previously issued
TRG Agenda Papers 56 and 60). For additional information and Deloitte’s summary of issues
discussed in the Implementation Q&As, see Appendix C.
Footnotes
1
Quoted from Q&A 54 of the FASB staff’s Revenue Recognition Implementation Q&As
(the “Implementation Q&As”).
8.4 Revenue Recognized Over Time
ASC 606-10
25-27 An entity transfers control of a good or service over time and, therefore, satisfies a performance
obligation and recognizes revenue over time, if one of the following criteria is met:
- The customer simultaneously receives and consumes the benefits provided by the entity’s performance as the entity performs (see paragraphs 606-10-55-5 through 55-6).
- The entity’s performance creates or enhances an asset (for example, work in process) that the customer controls as the asset is created or enhanced (see paragraph 606-10-55-7).
- The entity’s performance does not create an asset with an alternative use to the entity (see paragraph 606-10-25-28), and the entity has an enforceable right to payment for performance completed to date (see paragraph 606-10-25-29).
ASC 606-10-25-27 is one of the most critical paragraphs in the standard since it effectively defines whether the entity is (1) providing the customer with a service (and revenue should be recognized as the entity is performing) or (2) providing the customer with a good (and revenue should be recognized only when the entity finishes what it was obligated to do and the good is transferred or delivered to the customer).
The criteria in ASC 606-10-25-27 were developed to provide an objective basis
for assessing whether control is transferred over time and, therefore, the
performance obligation is satisfied over time. The flowchart below summarizes the
criteria in ASC 606-10-25-27.
8.4.1 Meeting More Than One of the Criteria for Recognition of Revenue Over Time
The criteria in ASC 606-10-25-27 are not intended to be mutually
exclusive, and it is possible that an entity will meet more than one criterion.
For example, in some cases it may be determined that the “entity’s performance
creates or enhances an asset . . . that the customer controls as the asset is
created or enhanced” (ASC 606-10-25-27(b)) and that the entity also “does not
create an asset with an alternative use to the entity [and] has an enforceable
right to payment for performance completed to date” (ASC 606-10-25-27(c)).
When one or more of the criteria in ASC 606-10-25-27 are met,
revenue should be recognized over time.
8.4.2 Application of ASC 606-10-25-27 to Contracts With a Very Short Duration
For contracts with a short duration (e.g., a one-year contract
or a one-month contract), ASC 606 does not contain any practical expedient under
which entities would not be required to assess whether revenue should be
recognized over time or at a point in time but rather would simply default to
point-in-time recognition.
Entities should carefully analyze the contractual arrangement in
accordance with the requirements of ASC 606-10-25-27 to determine whether the
performance obligation is satisfied over time or at a point in time, even for
short-duration contracts. Depending on the timing of the transfer of control,
the distinction could result in different accounting outcomes when control is
transferred in multiple reporting periods. In addition, entities should consider
the different disclosure requirements related to those performance obligations
that are satisfied over time versus those that are satisfied at a point in
time.
8.4.3 Simultaneous Receipt and Consumption of Benefits of the Entity’s Performance
ASC 606-10
25-27 An entity transfers control of a good or service over time and, therefore, satisfies a performance
obligation and recognizes revenue over time, if one of the following criteria is met:
- The customer simultaneously receives and consumes the benefits provided by the entity’s performance as the entity performs (see paragraphs 606-10-55-5 through 55-6). . . .
55-5 For some types of
performance obligations, the assessment of whether a
customer receives the benefits of an entity’s
performance as the entity performs and simultaneously
consumes those benefits as they are received will be
straightforward. Examples include routine or recurring
services (such as a cleaning service) in which the
receipt and simultaneous consumption by the customer of
the benefits of the entity’s performance can be readily
identified.
55-6 For other types of
performance obligations, an entity may not be able to
readily identify whether a customer simultaneously
receives and consumes the benefits from the entity’s
performance as the entity performs. In those
circumstances, a performance obligation is satisfied
over time if an entity determines that another entity
would not need to substantially reperform the work that
the entity has completed to date if that other entity
were to fulfill the remaining performance obligation to
the customer. In determining whether another entity
would not need to substantially reperform the work the
entity has completed to date, an entity should make both
of the following assumptions:
-
Disregard potential contractual restrictions or practical limitations that otherwise would prevent the entity from transferring the remaining performance obligation to another entity
-
Presume that another entity fulfilling the remainder of the performance obligation would not have the benefit of any asset that is presently controlled by the entity and that would remain controlled by the entity if the performance obligation were to transfer to another entity.
The first criterion for determining whether a performance obligation is
satisfied over time (ASC 606-10- 25-27(a)) is that a customer simultaneously
receives and consumes benefits as the entity performs. This criterion most
commonly applies to typical service contracts, which would generally meet the
criterion. That is, the entity’s performance momentarily creates an asset that
the customer simultaneously receives and consumes, which means that the customer
obtains control of the entity’s output as the entity performs. Typically, in
contracts that meet the criterion in ASC 606-10-25-27(a), there is no tangible
asset that is being created by the accumulation of effort of the entity as it
performs. For example, a contract to provide a cleaning service and a contract
to process transactions on behalf of a customer are arrangements in which the
customer simultaneously consumes as the entity performs. That is, in each of
those examples, there is no accumulation of the entity’s efforts to build or
create an asset (e.g., a report, completed building, or piece of specialized
equipment). However, the customer does benefit from the entity’s efforts as the
entity performs; therefore, control of an asset is transferred to the customer
over time.
The FASB and IASB observed that determining whether the customer simultaneously receives and
consumes may be difficult in service-type contracts because the notion of “benefit” can be subjective.
Paragraph BC126 of ASU 2014-09 provides a shipping example in which an entity has agreed to
transport goods from Vancouver to New York City. Stakeholders questioned whether the customer in
that example receives any benefit as the goods are transported. ASC 606-10-55-6 notes that an entity’s
customer receives benefit as the entity performs if another entity would not need to substantially
reperform the work that the entity has completed to date to fulfill the remaining performance obligation.
ASC 606-10-55-6(b) clarifies that when assessing whether another entity would
not need to substantially reperform the work completed to date, an entity should
presume that the other entity would not be able to use the asset being used by
the current entity to fulfill the performance obligation. The boards observed
that if the goods in the shipping example described above were to be transported
only part of the way (e.g., to Chicago), another entity would not need to
substantially reperform what has already been performed even though that other
entity does not have the benefit of using the original entity’s truck to
transport the goods. Therefore, even though the new entity would need to use its
own truck to complete the fulfillment of the performance obligation, the
customer does in fact benefit from the original entity’s performance as the work
is performed (i.e., transfer of the goods from Vancouver to Chicago).
Consequently, the boards observed that assessing whether another entity would
need to substantially reperform the performance completed to date can be a good
indicator of whether the customer benefits simultaneously as the entity
performs. However, the boards also decided that in making this assessment, an
entity should disregard any contractual or practical limitations since the
objective of the criterion in ASC 606-10-25-27(a) is to determine whether
control of the goods or services has already been transferred to the customer.
That is, the entity would need to hypothetically assess what another entity
would need to reperform the work if the original entity were to stop performance
and let the second entity take over, regardless of actual practical or
contractual limitations. This hypothetical assessment would only be applicable
when the customer simultaneously receives and consumes as the entity performs;
such an assessment would not be appropriate for scenarios that meet either of
the other two criteria in ASC 606-10-25-27, which are discussed further
below.
ASC 606-10
Example 13 — Customer Simultaneously Receives and Consumes the Benefits
55-159 An entity enters into a contract to provide monthly payroll processing services to a customer for one
year.
55-160 The promised payroll processing services are accounted for as a single performance obligation in
accordance with paragraph 606-10-25-14(b). The performance obligation is satisfied over time in accordance
with paragraph 606-10-25-27(a) because the customer simultaneously receives and consumes the benefits of
the entity’s performance in processing each payroll transaction as and when each transaction is processed.
The fact that another entity would not need to reperform payroll processing services for the service that the
entity has provided to date also demonstrates that the customer simultaneously receives and consumes the
benefits of the entity’s performance as the entity performs. (The entity disregards any practical limitations on
transferring the remaining performance obligation, including setup activities that would need to be undertaken
by another entity.) The entity recognizes revenue over time by measuring its progress toward complete
satisfaction of that performance obligation in accordance with paragraphs 606-10-25-31 through 25-37 and
606-10-55-16 through 55-21.
Connecting the Dots
Stakeholders have raised questions regarding the
determination of when an entity transfers control of a commodity.
Specifically, they have questioned whether revenue related to the
delivery of a commodity should be recognized (1) at a point in time for
each commodity delivery or (2) over time because the entity is providing
a commodity delivery service of which the customer simultaneously
receives and consumes the benefits. In particular, the analysis in
question has focused on ASC 606-10-25-27(a), one of the three criteria
for determining whether revenue should be recognized over time.
For the criterion in ASC 606-10-25-27(a) to be met, the
customer must simultaneously receive and consume the benefits of the
good or service (e.g., the commodity) as the entity performs. The FASB
staff discusses this issue in Implementation Q&A 50 (compiled
from TRG Agenda Papers 43 and
44), noting that the evaluation of
the criterion in ASC 606-10-25-27(a) should take into consideration “all
relevant facts and circumstances, including the inherent characteristics
of the commodity, the contract terms, and information about
infrastructure or other delivery mechanisms.” In Implementation Q&A
50, the FASB staff further notes that the evaluation should be performed
in this manner “regardless of whether the contract is for the delivery
of a commodity or a widget.”
Accounting outcomes may differ if a multiperiod
commodity supply contract is viewed as individually distinct goods or
services (i.e., each individual delivery is a performance obligation
satisfied at a point in time) or as a series of distinct goods or
services of which the customer simultaneously receives and consumes the
benefits (i.e., delivery is part of a single performance obligation
satisfied over time). If the contract is determined to be for the
delivery of individually distinct goods or services (that do not qualify
to be accounted for as a series), the entity would need to allocate the
transaction price to each distinct good or service on a relative
stand-alone selling price basis. If the goods or services in the
contract are determined to be a series (i.e., a single performance
obligation satisfied over time), the entity would need to identify a
single measure of progress to determine the pattern of revenue
recognition.
An entity may need to evaluate whether the customer’s
action or intent to immediately receive and consume a commodity or use
the commodity later will affect whether the entity is able to conclude
that it meets the criteria for recognizing revenue over time (i.e., by
meeting the criterion that the “customer simultaneously receives and
consumes the benefits provided by the entity’s performance as the entity
performs”). Customers in certain industries (e.g., oil and gas, power
and utilities) may take different actions or have different intents for
the commodity delivered by the entity.
For example, a gas utility customer of an entity that
explores for and produces natural gas may store natural gas in a pool
until demand from its own customers requires the natural gas to be used.
Conversely, those same customers of the gas utility may not have
infrastructure with which to store natural gas in their homes and
thereby immediately receive and consume any natural gas delivered by the
utility (e.g., to heat a stove).
8.4.4 Customer Controls the Asset as It Is Created or Enhanced
ASC 606-10
25-27 An entity transfers control of a good or service over time and, therefore, satisfies a performance
obligation and recognizes revenue over time, if one of the following criteria is met: . . .
b. The entity’s performance creates or enhances an asset (for example, work in process) that the customer
controls as the asset is created or enhanced (see paragraph 606-10-55-7). . . .
55-7 In determining whether a
customer controls an asset as it is created or enhanced
in accordance with paragraph 606-10-25-27(b), an entity
should apply the guidance on control in paragraphs
606-10-25-23 through 25-26 and 606-10-25-30. The asset
that is being created or enhanced (for example, a work
in process asset) could be either tangible or
intangible.
The second criterion for determining whether a performance obligation is
satisfied over time (ASC 606-10-25-27(b)) is that the entity’s performance
creates or enhances an asset that the customer controls as the asset is created
or enhanced. This criterion was intended to address situations in which the
entity is creating an asset but it is clear that the customer controls the work
in process as the asset is created. Arrangements that would meet this criterion
for recognizing revenue over time include, but are not limited to, (1) a
renovation of, or addition to, the customer’s existing property and (2) the
configuration or customization of computer hardware and software owned by the
customer. Because the customer controls the work in process, the customer is
benefiting from the entity’s performance as the entity performs.
Example 8-1
Entity B enters into a contract to
manufacture a customized part for Customer L. To
manufacture the part, B must purchase the raw materials
from the supplier designated by L (i.e., B does not have
discretion to select the supplier). Entity B places
orders directly with the supplier, and it accepts and
takes legal title to the raw materials directly from the
supplier. The acceptability of the raw materials and
work in process is B’s responsibility, and the raw
materials and work in process stay in B’s physical
possession throughout the manufacturing process. Title
to the part, as well as the significant risks and
rewards of ownership of the part, is transferred to L
upon shipment of the part to L. The part is customized
to L’s specifications and has no alternative use to B.
However, B does not have an enforceable right to payment
and therefore fails to meet the criterion in ASC
606-10-25-27(c).
Entity B’s contract with L also does not
meet the criterion in ASC 606-10-25-27(b) for
recognizing revenue over time, as supported by the
following:
- Customer L does not accept, physically possess, or have title to the raw materials or work in process because B is manufacturing the customized part.
- Entity B has the risks and rewards of ownership of the raw materials and work in process until title to, and the risks and rewards of ownership of, the finished part are transferred to L.
- Although L has discretion in selecting the supplier for the raw materials, this does not give L control over the raw materials or the subsequent work in process.
The basis for the second criterion that the entity has in effect agreed to sell
its right to the asset as it performs (i.e., it is selling the work in process
to the customer as it performs).
However, in some instances, it may be unclear whether the asset being created or enhanced is
controlled by the customer, thus making it more difficult to determine whether this criterion is met.
Therefore, the boards developed the third criterion.
8.4.5 Entity’s Performance Does Not Create an Asset With an Alternative Use, and the Entity Has an Enforceable Right to Payment
ASC 606-10
25-27 An entity transfers control of a good or service over time and, therefore, satisfies a performance
obligation and recognizes revenue over time, if one of the following criteria is met: . . .
c. The entity’s performance does not create an asset with an alternative use to the entity (see paragraph
606-10-25-28), and the entity has an enforceable right to payment for performance completed to date
(see paragraph 606-10-25-29).
The third criterion (ASC 606-10-25-27(c)) was developed because the FASB and IASB observed that
applying the first two criteria could sometimes be challenging. In addition, the boards believed that there
are other scenarios economically similar to those described in ASC 606-10-25-27(a) and (b) in which an
entity’s performance is more akin to a service than the completion and delivery of a good. Paragraph
BC132 of ASU 2014-09 states that the boards regarded the third criterion as potentially necessary not
only “for services that may be specific to a customer (for example, consulting services that ultimately
result in a professional opinion for the customer) but also for the creation of tangible (or intangible)
goods.”
The boards believed that there are two mandatory features of arrangements that meet this criterion.
As a result, this criterion involves a two-part assessment (i.e., to meet the criterion, an entity must
demonstrate compliance with two subcriteria), which includes two notions: “alternative use” and “right to
payment.”
8.4.5.1 Alternative Use
ASC 606-10
25-28 An asset created by an entity’s performance does not have an alternative use to an entity if the entity
is either restricted contractually from readily directing the asset for another use during the creation or
enhancement of that asset or limited practically from readily directing the asset in its completed state for
another use. The assessment of whether an asset has an alternative use to the entity is made at contract
inception. After contract inception, an entity shall not update the assessment of the alternative use of an asset
unless the parties to the contract approve a contract modification that substantively changes the performance
obligation. Paragraphs 606-10-55-8 through 55-10 provide guidance for assessing whether an asset has an
alternative use to an entity.
55-8 In assessing whether an
asset has an alternative use to an entity in
accordance with paragraph 606-10- 25-28, an entity
should consider the effects of contractual
restrictions and practical limitations on the
entity’s ability to readily direct that asset for
another use, such as selling it to a different
customer. The possibility of the contract with the
customer being terminated is not a relevant
consideration in assessing whether the entity would
be able to readily direct the asset for another
use.
55-9 A contractual
restriction on an entity’s ability to direct an
asset for another use must be substantive for the
asset not to have an alternative use to the entity.
A contractual restriction is substantive if a
customer could enforce its rights to the promised
asset if the entity sought to direct the asset for
another use. In contrast, a contractual restriction
is not substantive if, for example, an asset is
largely interchangeable with other assets that the
entity could transfer to another customer without
breaching the contract and without incurring
significant costs that otherwise would not have been
incurred in relation to that contract.
55-10 A practical limitation
on an entity’s ability to direct an asset for
another use exists if an entity would incur
significant economic losses to direct the asset for
another use. A significant economic loss could arise
because the entity either would incur significant
costs to rework the asset or would only be able to
sell the asset at a significant loss. For example,
an entity may be practically limited from
redirecting assets that either have design
specifications that are unique to a customer or are
located in remote areas.
The notion of alternative use was developed to distinguish circumstances in
which the entity’s performance does not represent a service and therefore
would not result in the transfer of control to the customer over time. That
is, if the asset has an alternative use, the asset could readily be
redirected to another customer, which is commonly the case for standard
inventory-type items. In the case of inventory (readily redirected assets),
the production effort is not transferring a benefit to the customer as the
entity performs. The criterion in ASC 606-10-25-27(c) was intended to apply
to circumstances in which the entity creates a highly customized or
specialized asset that would be difficult to redirect to another customer
without incurring significant costs and performing additional work.
In making this assessment, the entity needs to consider both practical
limitations and contractual restrictions on redirecting the asset for
another use. For example, if the terms of the contract indicate that the
entity is prohibited from transferring the asset to another customer and
that restriction is substantive, the entity would conclude that the asset
does not have an alternative use because the entity is contractually
prohibited from redirecting the asset for another use. This is often the
case in real estate contracts; however, it may also occur in other types of
contracts, such as those involving the construction of highly specialized
assets.
On the other hand, contractual restrictions that provide the customer with a
protective right are not sufficient to establish that there is no
alternative use for the asset. Protective rights typically allow the entity
to substitute the asset, or redirect the asset, without the customer’s
knowledge. For example, terms of the contract may indicate that the entity
cannot transfer a good because the customer has legal title to the goods in
the contract; however, these terms may act merely as protection in the event
of liquidation, and the entity can then physically substitute the asset or
redirect it to another customer for little cost. This type of contractual
restriction is a protective right and would not be viewed as transferring
control to the customer.
An entity’s assessment of alternative use should be performed at contract
inception and should not be updated unless there is a contract modification
that substantively changes the performance obligation. In performing the
assessment, the entity should consider the asset in its completed state when
determining whether the asset can practically be readily redirected.
Further, in addition to concluding that there is no alternative use, the
entity must conclude that it has a right to payment for performance
completed to date, which is further described in Section 8.4.5.2.
ASC 606-10
Example 15 — Asset Has No Alternative Use to the Entity
55-165 An entity enters into a contract with a customer, a government agency, to build a specialized satellite.
The entity builds satellites for various customers, such as governments and commercial entities. The design
and construction of each satellite differ substantially, on the basis of each customer’s needs and the type of
technology that is incorporated into the satellite.
55-166 At contract inception, the entity assesses whether its performance obligation to build the satellite is a
performance obligation satisfied over time in accordance with paragraph 606-10-25-27.
55-167 As part of that assessment, the entity considers whether the satellite in its completed state will have an
alternative use to the entity. Although the contract does not preclude the entity from directing the completed
satellite to another customer, the entity would incur significant costs to rework the design and function of the
satellite to direct that asset to another customer. Consequently, the asset has no alternative use to the entity
(see paragraphs 606-10-25-27(c), 606-10-25-28, and 606-10-55-8 through 55-10) because the customer-specific
design of the satellite limits the entity’s practical ability to readily direct the satellite to another
customer.
55-168 For the entity’s
performance obligation to be satisfied over time
when building the satellite, paragraph
606-10-25-27(c) also requires the entity to have an
enforceable right to payment for performance
completed to date. This condition is not illustrated
in this Example.
Example 8-2
A manufacturer of automobile parts
enters into a contract with a customer for the
initial production of 1,000 parts for the customer’s
new vehicle. The parts are highly customized and
only compatible with the customer’s new vehicle
(i.e., the parts would not function in other
vehicles). The contract provides the manufacturer
with an enforceable right to payment for its
performance throughout the contract period in
accordance with ASC 606-10-25-27(c). There are no
contractual restrictions preventing the manufacturer
from redirecting the finished parts to a third
party. However, since an aftermarket for the parts
does not exist at contract inception and there are
no other customers to which the part can be readily
directed, the manufacturer is limited practically
from redirecting the parts for another use.
In this example, the contract for
the initial production of parts meets the criterion
in ASC 606-10-25-27(c) for recognizing revenue over
time. In accordance with ASC 606-10-25-27(c), an
entity is required to recognize revenue over time if
the asset being produced has no alternative use and
the entity has an enforceable right to payment. ASC
606-10-25-28 further requires an entity to determine
“at contract inception” whether the asset being
produced has an alternative use. Since the
manufacturer in this fact pattern is limited
practically from redirecting the parts for another
use (because no aftermarket exists at contract
inception), the parts do not have an alternative
use. Since the parts do not have an alternative use
and, as noted above, the contract provides an
enforceable right to payment for the manufacturer’s
performance throughout the contract period, the
criterion in ASC 606-10-25-27(c) would be met.
However, once an aftermarket for the parts does
exist, the manufacturer would be able to redirect
the parts to another party, thereby creating an
alternative use. At that point, the criterion in ASC
606-10-25-27(c) for recognizing revenue over time
would no longer be met for future contracts to
manufacture and deliver the parts (including any
modifications to the original contract that
substantively change the performance
obligation).
We acknowledge that in other
situations, a manufacturer of parts may believe that
it is highly probable that an aftermarket for the
parts will exist in the future (e.g., after the
development stage). In these situations, entities
will need to apply judgment and consider all of the
relevant facts and circumstances, including, but not
limited to, (1) historical evidence, (2) the
quantity of the parts, (3) the nature of the parts,
(4) the stage of development, (5) the existence of a
contract, and (6) contract negotiations. Entities
may want to consult with their accounting advisers
in such situations.
Connecting the Dots
In Implementation Q&A 55
(compiled from TRG Agenda Papers 56 and
60), the FASB staff discusses
whether an entity should consider the completed asset or the
in-production asset when performing the “alternative use” assessment
under ASC 606-10-25-27(c). The FASB staff’s analysis of this issue
is illustrated in the following example:
An
entity enters into a contract with a customer to build
equipment. The entity is in the business of building custom
equipment for various customers. The customization of the
equipment occurs when the manufacturing process is approximately
75% complete. In other words, for approximately 75% of the
manufacturing process, the in-process asset could be redirected
to fulfill another customer’s equipment order (assuming there is
no contractual restriction to do so). However, the equipment
cannot be sold in its completed state to another customer
without incurring a significant economic loss. The design
specifications of the equipment are unique to the customer and
the entity would only be able to sell the completed equipment at
a significant loss.
The FASB staff notes in Implementation Q&A 55
that “[b]ecause the entity [in the example] cannot sell the
completed equipment to another customer without incurring a
significant economic loss, the entity has a practical limitation on
its ability to direct the equipment in its completed state and,
therefore, the asset does not have an alternative use.” Accordingly,
regardless of the timing of the customization in the production
process (i.e., when the good has no alternative use), the entity
should consider whether the completed asset could be redirected to
another customer without the need for significant rework on the
customized good. If the completed asset is deemed to have no
alternative use, that aspect of the criterion in ASC 606-10-25-27(c)
would be met.
8.4.5.2 Enforceable Right to Payment for Performance Completed to Date
ASC 606-10
25-29 An entity shall consider the terms of the contract, as well as any laws that apply to the contract, when
evaluating whether it has an enforceable right to payment for performance completed to date in accordance
with paragraph 606-10-25-27(c). The right to payment for performance completed to date does not need
to be for a fixed amount. However, at all times throughout the duration of the contract, the entity must be
entitled to an amount that at least compensates the entity for performance completed to date if the contract is
terminated by the customer or another party for reasons other than the entity’s failure to perform as promised.
Paragraphs 606-10-55-11 through 55-15 provide guidance for assessing the existence and enforceability
of a right to payment and whether an entity’s right to payment would entitle the entity to be paid for its
performance completed to date.
55-11 In accordance with
paragraph 606-10-25-29, an entity has a right to
payment for performance completed to date if the
entity would be entitled to an amount that at least
compensates the entity for its performance completed
to date in the event that the customer or another
party terminates the contract for reasons other than
the entity’s failure to perform as promised. An
amount that would compensate an entity for
performance completed to date would be an amount
that approximates the selling price of the goods or
services transferred to date (for example, recovery
of the costs incurred by an entity in satisfying the
performance obligation plus a reasonable profit
margin) rather than compensation for only the
entity’s potential loss of profit if the contract
were to be terminated. Compensation for a reasonable
profit margin need not equal the profit margin
expected if the contract was fulfilled as promised,
but an entity should be entitled to compensation for
either of the following amounts:
-
A proportion of the expected profit margin in the contract that reasonably reflects the extent of the entity’s performance under the contract before termination by the customer (or another party)
-
A reasonable return on the entity’s cost of capital for similar contracts (or the entity’s typical operating margin for similar contracts) if the contract-specific margin is higher than the return the entity usually generates from similar contracts.
55-12 An entity’s right to
payment for performance completed to date need not
be a present unconditional right to payment. In many
cases, an entity will have an unconditional right to
payment only at an agreed-upon milestone or upon
complete satisfaction of the performance obligation.
In assessing whether it has a right to payment for
performance completed to date, an entity should
consider whether it would have an enforceable right
to demand or retain payment for performance
completed to date if the contract were to be
terminated before completion for reasons other than
the entity’s failure to perform as promised.
55-13 In some contracts, a
customer may have a right to terminate the contract
only at specified times during the life of the
contract or the customer might not have any right to
terminate the contract. If a customer acts to
terminate a contract without having the right to
terminate the contract at that time (including when
a customer fails to perform its obligations as
promised), the contract (or other laws) might
entitle the entity to continue to transfer to the
customer the goods or services promised in the
contract and require the customer to pay the
consideration promised in exchange for those goods
or services. In those circumstances, an entity has a
right to payment for performance completed to date
because the entity has a right to continue to
perform its obligations in accordance with the
contract and to require the customer to perform its
obligations (which include paying the promised
consideration).
55-14 In assessing the
existence and enforceability of a right to payment
for performance completed to date, an entity should
consider the contractual terms as well as any
legislation or legal precedent that could supplement
or override those contractual terms. This would
include an assessment of whether:
-
Legislation, administrative practice, or legal precedent confers upon the entity a right to payment for performance to date even though that right is not specified in the contract with the customer.
-
Relevant legal precedent indicates that similar rights to payment for performance completed to date in similar contracts have no binding legal effect.
-
An entity’s customary business practices of choosing not to enforce a right to payment has resulted in the right being rendered unenforceable in that legal environment. However, notwithstanding that an entity may choose to waive its right to payment in similar contracts, an entity would continue to have a right to payment to date if, in the contract with the customer, its right to payment for performance to date remains enforceable.
55-15 The payment schedule
specified in a contract does not necessarily
indicate whether an entity has an enforceable right
to payment for performance completed to date.
Although the payment schedule in a contract
specifies the timing and amount of consideration
that is payable by a customer, the payment schedule
might not necessarily provide evidence of the
entity’s right to payment for performance completed
to date. This is because, for example, the contract
could specify that the consideration received from
the customer is refundable for reasons other than
the entity failing to perform as promised in the
contract.
Right to payment is the second mandatory feature in the assessment of whether the criterion in
ASC 606-10-25-27(c) is met. The boards reasoned that if an entity is creating a highly specialized or
customized asset without an alternative use (i.e., the entity meets the first subcriterion in ASC 606-10-
25-27(c)), the entity would want to be economically protected from the risk associated with doing so.
Consequently, the boards incorporated the requirement of a right to payment into the third criterion for
assessing whether the entity is transferring control of the asset to the customer over time (i.e., providing
a service). In addition, the customer’s obligation to pay for performance completed to date indicates that
the customer has received some of the benefits of the entity’s performance.
For the purpose of evaluating the guidance in ASC 606-10-25-27(c), the right to payment refers to a
payment compensating the entity for performance completed to date and does not pertain to, for
example, a deposit or payment to compensate the entity for inconvenience or loss of profit in the event
of a termination. The right to payment for performance completed to date must include compensation
for costs incurred to date plus a reasonable profit margin. A reasonable profit margin does not
necessarily mean the profit margin that the entity would earn on the entire contract once completed
(i.e., if the contract were to be terminated at any point in time, the partially completed asset may not be
proportional to the value of the contract if it was completed). Rather, a reasonable profit margin should
be (1) based on a reasonable proportion of the entity’s expected profit margin or (2) a reasonable return
on the entity’s cost of capital.
Further, the right to payment must be an enforceable right to demand or retain payment, or both.
However, it does not need to be a present unconditional right to payment in the event that the
customer terminates the contract before the asset is fully completed.
If the customer pays a nonrefundable up-front fee, this could be viewed as a
right to payment if the entity is able to retain at least an amount for
performance completed to date in the event of a contract termination.
However, payment terms by themselves do not support a determination of
whether an entity has an enforceable right to payment for performance
completed to date. Rather, the entity should evaluate whether it has an
enforceable right to payment if the contract were to be terminated for
reasons other than the entity’s failure to perform. For example, an entity
may be paid only upon contract completion or may be paid entirely up front.
In those circumstances, the entity must consider whether it has a right to
demand or retain payment for performance completed to date if the contract
were to be terminated.
The FASB and IASB clarified that there may be instances in which an entity’s
customer does not have the right to terminate the contract, or only has the
right to terminate the contract at specified times, but the entity may still
conclude that it has an enforceable right to payment. Such instances may
occur if the contract or other jurisdictional laws require completion of
obligations by both the entity and the customer. This is often referred to
as the specific performance notion. Refer to Example 8-4 for an illustration of the
specific performance notion.
While an entity may conclude that it meets the criterion in ASC 606-10-25-27(c)
for recognizing revenue over time because it is creating an asset that does
not have an alternative use and it has the right to payment for performance
completed to date, recognition of revenue may not be appropriate for
materials purchased that are not yet incorporated into the asset. For
example, an entity may purchase raw materials that will be used as inputs to
satisfy the performance obligation, but the inputs are not yet transferred
to the customer through incorporation into the asset and therefore still may
be used for other purposes. The example below illustrates this concept.
Example 8-3
Entity X enters into a contract with
Customer Y under which X will construct an asset for
Y that has no alternative use to X. To build this
machine, X acquires standard materials that it
regularly uses in other contracts and manufactures
some “generic” component parts for inclusion in the
customer’s asset. These standard materials remain
interchangeable with other items until actually
deployed in the construction of the asset for Y.
If Y cancels the contract, X will be
entitled to reimbursement for costs incurred for
work completed to date plus a margin of 10 percent
(which is considered to be a reasonable margin in
accordance with ASC 606-10-55-11). However, X will
not be reimbursed for any materials (e.g.,
subcomponent parts) that have been purchased for use
in the contract but have not yet been used and are
still controlled by X.
Under ASC 606-10-25-27(c), revenue
from a contract should be recognized over time if
the “entity’s performance does not create an asset
with an alternative use to the entity . . . , and
the entity has an enforceable right to payment for performance completed to
date” (emphasis added).
The asset that X is constructing for
Y has no alternative use to X, and the terms of the
contract reimburse X for the costs of work completed
to date plus a reasonable margin. However, materials
(e.g., subcomponent parts that may be classified as
inventory) that have not yet been used are not part
of “performance completed to date”; therefore, there
is no requirement that the entity have an
enforceable right to reimbursement for such
items.
Under the contract termination
provisions, if the customer terminates the contract
early, X is entitled to payment of costs incurred
plus a reasonable profit margin. However, the
contractual terms do not include payment for
standard materials or “generic” component parts that
were specifically acquired for the project but not
yet incorporated into the customized machine.
That is, if the raw materials or
work in process has an alternative use before being
integrated into the manufacturing process, the raw
materials or work in process would not be considered
costs of the contract until integrated into the
manufacturing process. Consequently, the materials
or work in process does not transfer to the customer
until (1) integration of the materials or work in
process into the project and (2) the entity has an
enforceable right to payment.
Therefore, the absence of a right to
payment for raw materials or work in process that
has an alternative use does not preclude an entity
from being able to conclude that a performance
obligation is satisfied over time when the entity
has an enforceable right to payment for performance
completed to date once the entity has integrated the
raw materials or work in process into the project.
Accordingly, X’s contract with Y meets the condition
in ASC 606-10-25-27(c) for recognition of revenue
over time.
Connecting the Dots
An entity that has entered into a contract to manufacture customized goods may conclude
that the goods have no alternative use. In addition, depending on the payment terms of the
contract for customized goods, the entity may be required to recognize revenue over time. In
this arrangement, the entity will need to carefully consider the contract’s payment terms to
determine the appropriate recognition of revenue. Specifically, the entity may need to consider
termination provisions in the arrangement and how they interact with the entity’s right to
payment. For example, if the entity has some rights to payment for its performance, but the
contract has a termination provision that allows the customer to cancel at any time with no
obligation to pay the entity for work performed under the contract, the entity may not meet
the criteria for recognizing revenue over time because it has not met the right to payment
requirement.
ASC 606-10
Example 14 — Assessing Alternative Use and Right to Payment
55-161 An entity enters into a contract with a customer to provide a consulting service that results in the entity
providing a professional opinion to the customer. The professional opinion relates to facts and circumstances
that are specific to the customer. If the customer were to terminate the consulting contract for reasons other
than the entity’s failure to perform as promised, the contract requires the customer to compensate the entity
for its costs incurred plus a 15 percent margin. The 15 percent margin approximates the profit margin that the
entity earns from similar contracts.
55-162 The entity considers the criterion in paragraph 606-10-25-27(a) and the guidance in paragraphs
606-10-55-5 through 55-6 to determine whether the customer simultaneously receives and consumes the
benefits of the entity’s performance. If the entity were to be unable to satisfy its obligation and the customer
hired another consulting firm to provide the opinion, the other consulting firm would need to substantially
reperform the work that the entity had completed to date because the other consulting firm would not have
the benefit of any work in progress performed by the entity. The nature of the professional opinion is such
that the customer will receive the benefits of the entity’s performance only when the customer receives the
professional opinion. Consequently, the entity concludes that the criterion in paragraph 606-10-25-27(a) is not
met.
55-163 However, the entity’s performance obligation meets the criterion in paragraph 606-10-25-27(c) and is a
performance obligation satisfied over time because of both of the following factors:
- In accordance with paragraphs 606-10-25-28 and 606-10-55-8 through 55-10, the development of the professional opinion does not create an asset with alternative use to the entity because the professional opinion relates to facts and circumstances that are specific to the customer. Therefore, there is a practical limitation on the entity’s ability to readily direct the asset to another customer.
- In accordance with paragraphs 606-10-25-29 and 606-10-55-11 through 55-15, the entity has an enforceable right to payment for its performance completed to date for its costs plus a reasonable margin, which approximates the profit margin in other contracts.
55-164 Consequently, the
entity recognizes revenue over time by measuring the
progress toward complete satisfaction of the
performance obligation in accordance with paragraphs
606-10-25-31 through 25-37 and 606-10-55-16 through
55-21.
Example 16 — Enforceable Right to
Payment for Performance Completed to Date
55-169 An entity enters into
a contract with a customer to build an item of
equipment. The payment schedule in the contract
specifies that the customer must make an advance
payment at contract inception of 10 percent of the
contract price, regular payments throughout the
construction period (amounting to 50 percent of the
contract price), and a final payment of 40 percent
of the contract price after construction is
completed and the equipment has passed the
prescribed performance tests. The payments are
nonrefundable unless the entity fails to perform as
promised. If the customer terminates the contract,
the entity is entitled only to retain any progress
payments received from the customer. The entity has
no further rights to compensation from the
customer.
55-170 At contract inception,
the entity assesses whether its performance
obligation to build the equipment is a performance
obligation satisfied over time in accordance with
paragraph 606-10-25-27.
55-171 As part of that
assessment, the entity considers whether it has an
enforceable right to payment for performance
completed to date in accordance with paragraphs
606-10-25-27(c), 606-10-25-29, and 606-10- 55-11
through 55-15 if the customer were to terminate the
contract for reasons other than the entity’s failure
to perform as promised. Even though the payments
made by the customer are nonrefundable, the
cumulative amount of those payments is not expected,
at all times throughout the contract, to at least
correspond to the amount that would be necessary to
compensate the entity for performance completed to
date. This is because at various times during
construction the cumulative amount of consideration
paid by the customer might be less than the selling
price of the partially completed item of equipment
at that time. Consequently, the entity does not have
a right to payment for performance completed to
date.
55-172 Because the entity
does not have a right to payment for performance
completed to date, the entity’s performance
obligation is not satisfied over time in accordance
with paragraph 606-10-25-27(c). Accordingly, the
entity does not need to assess whether the equipment
would have an alternative use to the entity. The
entity also concludes that it does not meet the
criteria in paragraph 606-10-25-27(a) or (b), and,
thus, the entity accounts for the construction of
the equipment as a performance obligation satisfied
at a point in time in accordance with paragraph
606-10-25-30.
Example 17 — Assessing Whether a
Performance Obligation Is Satisfied at a Point in
Time or Over Time
55-173 An entity is
developing a multi-unit residential complex. A
customer enters into a binding sales contract with
the entity for a specified unit that is under
construction. Each unit has a similar floor plan and
is of a similar size, but other attributes of the
units are different (for example, the location of
the unit within the complex).
Case A — Entity Does Not Have an
Enforceable Right to Payment for Performance
Completed to Date
55-174 The customer pays a
deposit upon entering into the contract, and the
deposit is refundable only if the entity fails to
complete construction of the unit in accordance with
the contract. The remainder of the contract price is
payable on completion of the contract when the
customer obtains physical possession of the unit. If
the customer defaults on the contract before
completion of the unit, the entity only has the
right to retain the deposit.
55-175 At contract inception,
the entity applies paragraph 606-10-25-27(c) to
determine whether its promise to construct and
transfer the unit to the customer is a performance
obligation satisfied over time. The entity
determines that it does not have an enforceable
right to payment for performance completed to date
because until construction of the unit is complete,
the entity only has a right to the deposit paid by
the customer. Because the entity does not have a
right to payment for work completed to date, the
entity’s performance obligation is not a performance
obligation satisfied over time in accordance with
paragraph 606-10-25-27(c). Instead, the entity
accounts for the sale of the unit as a performance
obligation satisfied at a point in time in
accordance with paragraph 606-10-25-30.
Case B — Entity Has an
Enforceable Right to Payment for Performance
Completed to Date
55-176 The customer pays a
nonrefundable deposit upon entering into the
contract and will make progress payments during
construction of the unit. The contract has
substantive terms that preclude the entity from
being able to direct the unit to another customer.
In addition, the customer does not have the right to
terminate the contract unless the entity fails to
perform as promised. If the customer defaults on its
obligations by failing to make the promised progress
payments as and when they are due, the entity would
have a right to all of the consideration promised in
the contract if it completes the construction of the
unit. The courts have previously upheld similar
rights that entitle developers to require the
customer to perform, subject to the entity meeting
its obligations under the contract.
55-177 At contract inception,
the entity applies paragraph 606-10-25-27(c) to
determine whether its promise to construct and
transfer the unit to the customer is a performance
obligation satisfied over time. The entity
determines that the asset (unit) created by the
entity’s performance does not have an alternative
use to the entity because the contract precludes the
entity from transferring the specified unit to
another customer. The entity does not consider the
possibility of a contract termination in assessing
whether the entity is able to direct the asset to
another customer.
55-178 The entity also has a
right to payment for performance completed to date
in accordance with paragraphs 606-10-25-29 and
606-10-55-11 through 55-15. This is because if the
customer were to default on its obligations, the
entity would have an enforceable right to all of the
consideration promised under the contract if it
continues to perform as promised.
55-179 Therefore, the terms
of the contract and the practices in the legal
jurisdiction indicate that there is a right to
payment for performance completed to date.
Consequently, the criteria in paragraph
606-10-25-27(c) are met, and the entity has a
performance obligation that it satisfies over time.
To recognize revenue for that performance obligation
satisfied over time, the entity measures its
progress toward complete satisfaction of its
performance obligation in accordance with paragraphs
606-10-25-31 through 25-37 and 606-10-55-16 through
55-21.
55-180 In the construction of
a multi-unit residential complex, the entity may
have many contracts with individual customers for
the construction of individual units within the
complex. The entity would account for each contract
separately. However, depending on the nature of the
construction, the entity’s performance in
undertaking the initial construction works (that is,
the foundation and the basic structure), as well as
the construction of common areas, may need to be
reflected when measuring its progress toward
complete satisfaction of its performance obligations
in each contract.
Case C — Entity Has an
Enforceable Right to Payment for Performance
Completed to Date
55-181 The same facts as in
Case B apply to Case C, except that in the event of
a default by the customer, either the entity can
require the customer to perform as required under
the contract or the entity can cancel the contract
in exchange for the asset under construction and an
entitlement to a penalty of a proportion of the
contract price.
55-182 Notwithstanding that
the entity could cancel the contract (in which case
the customer’s obligation to the entity would be
limited to transferring control of the partially
completed asset to the entity and paying the penalty
prescribed), the entity has a right to payment for
performance completed to date because the entity
also could choose to enforce its rights to full
payment under the contract. The fact that the entity
may choose to cancel the contract in the event the
customer defaults on its obligations would not
affect that assessment (see paragraph 606-10-55-13),
provided that the entity’s rights to require the
customer to continue to perform as required under
the contract (that is, pay the promised
consideration) are enforceable.
The example below illustrates the determination of whether
and, if so, how to recognize revenue from real estate sales and purchase
agreements entered into before the completion of a property project.
Example 8-4
Entity A, a real estate developer,
entered into sales and purchase agreements with
various buyers before the completion of a property
project. The properties are located in Country B.
The sales and purchase agreements include the
following key terms:
-
A specific unit is identified in the contract.
-
Entity A is required to complete the property in all respects in compliance with the conditions set out in the sales agreement and the related building plans within two years from the time when the sales contracts are entered into.
-
The property remains at A’s risk until delivery.
-
The buyer is not permitted at any time before delivery to sub-sell the property or transfer the benefit of the agreement. However, the buyer can at any time before the date of assignment mortgage the property to finance the acquisition of the property.
-
The agreement specifies that the sales agreement can be canceled only when both the buyer and A agree to do so — in effect, the buyer does not have the right to cancel the sales agreement.
-
If both the buyer and A agree to cancel the contract, A has the right to retain 10 percent of the total purchase price, and the buyer is required to pay for all necessary legal and transaction costs incurred by A in relation to the cancellation.
-
If A fails to complete the development of the property within the specified two-year period, the buyer has the right to rescind the sales contract and A is required to repay to the buyer all amounts paid by the buyer together with interest. Otherwise, the buyer does not have a right to cancel the contract.
-
The purchase consideration is payable as follows:
-
5 percent of the entire sale consideration upon entering into the sales agreement.
-
5 percent of the purchase consideration within one month from the date when the sales agreement is entered into.
-
5 percent of the purchase consideration within three months from the date when the sales agreement is entered into.
-
The remaining 85 percent of the purchase consideration upon delivery of the property.
-
Note that for simplicity, this
example does not address whether there is a
significant financing component.
Under ASC 606, an entity satisfies a
performance obligation over time when it transfers
control of the promised good or service over time.
ASC 606-10-25-27 states that an entity transfers
control of a good or service over time and,
consequently, satisfies a performance obligation and
recognizes revenue over time if one of the following
criteria is met:
-
The customer simultaneously receives and consumes the benefits provided by the entity’s performance as the entity performs . . . .
-
The entity’s performance creates or enhances an asset (for example, work in process) that the customer controls as the asset is created or enhanced . . . .
-
The entity’s performance does not create an asset with an alternative use to the entity . . . , and the entity has an enforceable right to payment for performance completed to date.
Criterion (a) above is not relevant
in the determination of whether revenue from real
estate sales (before completion) should be
recognized over time or at a point in time. This is
because buyers generally do not consume all of the
benefits of the property as the real estate
developers construct the property; rather, those
benefits are consumed in the future.
Criterion (b) above is not directly
relevant either because, without further
consideration of criterion (c), a conclusion cannot
be reached about whether the buyers have control of
the property as A develops the property. For
example, property buyers may not obtain physical
possession of or title to the property until
construction is completed.
Entity A should focus on criterion
(c), and particularly on (1) whether an asset has
been created with an alternative use to the real
estate developer and (2) whether the real estate
developer has an enforceable right to payment for
performance completed to date.
Has an Asset
Been Created With an Alternative Use to Entity
A?
In accordance with ASC 606-10-25-28,
an asset does not have an alternative use to an
entity if the entity is either restricted
contractually from readily directing the asset for
another use during the creation or enhancement of
that asset or limited practically from readily
directing the asset in its completed state for
another use.
With regard to contract restriction,
ASC 606-10-55-8 states that the entity does not
consider the possibility of a contract termination
in assessing whether the entity is able to direct
the asset to another customer.
Since each sales contract specifies
the unit to be delivered, the property unit does not
have an alternative use to A. The contract precludes
A from transferring the specified unit to another
customer.
Does Entity A
Have an Enforceable Right to Payment for
Performance Completed to Date?
The payment schedule per the sales
and purchase agreement does not correspond to the
performance completed to date. However, in assessing
whether it has the right to payment for performance
completed to date, A should not only consider the
payment schedule but should also consider ASC
606-10-55-13, which states:
In
some contracts, a customer may have a right to
terminate the contract only at specified times
during the life of the contract or the customer
might not have any right to terminate the
contract. If a customer acts to terminate a
contract without having the right to terminate the
contract at that time (including when a customer
fails to perform its obligations as promised), the
contract (or other laws) might entitle the entity
to continue to transfer to the customer the goods
or services promised in the contract and require
the customer to pay the consideration promised in
exchange for those goods or services. In those
circumstances, an entity has a right to payment
for performance completed to date because the
entity has a right to continue to perform its
obligations in accordance with the contract and to
require the customer to perform its obligations
(which include paying the promised
consideration).
In the circumstances under
consideration, the contract specifies that the
customer cannot terminate the contract unless both
the property developer and the buyer agree to do so.
In effect, the buyer does not have the discretion to
terminate the contract as it wishes.
ASC 606-10-25-28 requires an entity
to consider the terms of the contract, as well as
any laws that apply to the contract, when evaluating
whether it has an enforceable right to payment for
performance completed to date. If, taking into
account practice and legal precedent in Country B, A
has the right to continue to perform the contract
and be entitled to all of the consideration as
promised, even if the buyer acts to terminate the
contract (as articulated in ASC 606-10-55-13 and ASC
606-10-55-88), A has the enforceable right to
payment for performance completed to date.
The same response (i.e., the
recognition of revenue over time) applies
irrespective of whether A allows buyers to choose to
pay the consideration on the basis of the
agreed-upon payment schedule or to pay all of the
consideration up front.
Should Entity A
Recognize Revenue Over Time or at a Point in
Time?
Since the asset does not have an
alternative use to A, and provided that A has an
enforceable right to payment for performance
completed to date, it should recognize revenue over
time. However, if A does not have an enforceable
right to payment for the performance completed to
date, it should recognize revenue at a point in time
(i.e., at the point when the control of the property
unit is transferred to the buyer, which would
normally be at the time of delivery).
8.4.5.2.1 How and When an Entity Should Determine Whether It Has an Enforceable Right to Payment
In Implementation Q&A 56 (compiled
from TRG Agenda Papers 56 and
60), the FASB staff discusses how
and when an entity should determine whether it has an enforceable right
to payment under ASC 606-10-25-27(c). The staff notes that under ASC
606-10-55-14, an entity should consider the following factors in
addition to assessing the terms of the contract:
-
“[L]egislation, administrative practice, or legal precedent that confers upon the entity a right to payment for performance to date even though that right is not specified in the contract with the customer.”
-
“[R]elevant legal precedent that indicates that similar rights to payment for performance completed to date in similar contracts [have] no binding legal effect.”
-
An “entity’s customary business practice of choosing not to enforce a right to payment that has resulted in the right being rendered unenforceable in that legal environment.”
The determination should be made at contract inception.
To illustrate its analysis, the FASB staff provides the following
example:
For each of the last five years, an entity has
received an order from a customer for 300 custom ice cream
machines. The specifications of the ice cream machines are
unique to the customer. In anticipation of the customer’s order
this year, the entity starts production of the custom ice cream
machines before there is a contract between the parties in the
current year. The entity is willing to take the risk of
beginning to manufacture custom units before there is a contract
because (a) the customer has predictable purchasing behavior and
(b) the entity has knowledge of the customer’s performance in
the current year and plans for growth from the customer’s public
disclosures. The entity and the customer later enter into a
contract (that meets all of the criteria in Step 1 of Topic 606)
for 300 units. The entity has a practical limitation on its
ability to direct the equipment in its completed state because
it could not do so without incurring a significant economic
loss. The entity has an enforceable right to payment beginning
when the contract is executed. Assume that each of the machines
is distinct. At the inception of the contract, the entity has
completed 50 units (that is, 50 units are in inventory awaiting
shipment to the customer), has 10 units in production (that is,
10 units are in various stages of the manufacturing process),
and has not begun manufacturing 240 units.
The staff concludes that at contract inception, the
performance obligation to transfer 300 units meets the criteria for
recognizing revenue over time because (1) the ice cream machines do not
have an alternative use to the entity (i.e., because significant rework
would be needed to redirect the assets to another customer) and (2) the
entity has an enforceable right to payment for progress completed to
date. Although the entity did not have an enforceable right to payment
when it was customizing the ice cream machines in anticipation of a
customer order, the criteria were met as soon as a valid and genuine
contract existed. Consequently, the performance obligation to transfer
300 units to the customer is satisfied over time in accordance with ASC
606-10-25-27(c).
In the staff’s example, the entity also meets the
requirements in ASC 606-10-25-14 and 25-15 to account for the transfer
of the 300 units as a series of distinct goods or services that
constitute a single performance obligation. The entity would record (1)
a cumulative catch-up adjustment to revenue to reflect its progress
toward complete satisfaction of its performance obligation to transfer
300 units to its customer and (2) revenue for 50 completed and 10
in-process ice cream machines that will be transferred to the customer
once the new contract is executed.
8.4.5.2.2 Impact of Intent and Past Practice on Enforceable Right to Payment
As discussed in ASC 606-10-25-27(c), revenue from a
contract should be recognized over time if the “entity’s performance
does not create an asset with an alternative use to the entity . . . and
the entity has an enforceable right to payment for performance completed
to date.” This concept is further discussed in ASC 606-10-55-13, which
states, in part:
If a customer acts to terminate a contract
without having the right to terminate the contract at that time
(including when a customer fails to perform its obligations as
promised), the contract (or other laws) might entitle the entity to continue to transfer to the
customer the goods or services promised in the contract and
require the customer to pay the consideration promised in
exchange for those goods or services. In those
circumstances, an entity has a right to payment for performance
completed to date because the entity has a right to continue to
perform its obligations in accordance with the contract and to
require the customer to perform its obligations (which include
paying the promised consideration). [Emphasis added]
An entity may have an established practice of not
enforcing its contractual or legal rights (e.g., not continuing to
transfer the goods or services for which it could seek payment, not
seeking a reimbursement in excess of cost, not collecting a penalty from
the customer), or it may assert that it has no intention of enforcing
its contractual or legal rights.
However, an entity generally should not consider
its intent or past practice related to the enforcement of contractual or
legal rights when performing an evaluation under ASC 606-10-25-29 to
determine whether the enforceable right to payment criterion in ASC
606-10-25-27(c) is met. The determination of whether an enforceable
right to payment exists is evaluated under the terms of the contractual
arrangement as a matter of law. An entity’s intent or past practice
related to the enforcement of contractual or legal rights should be
considered only if the intent or past practice has created a legal
precedent as a matter of law that negates the enforceable right in a
contract.
This is consistent with ASC 606-10-25-29, which states,
in part:
An entity shall consider the terms of the
contract, as well as any laws that apply to the contract, when
evaluating whether it has an enforceable right to payment for
performance completed to date in accordance with paragraph
606-10-25-27(c).
ASC 606-10-55-14 provides additional insight into the
application of ASC 606-10-25-29. It states, in part, that the assessment
of whether an entity has an enforceable right to payment should take
into account whether:
-
Legislation, administrative practice, or legal precedent confers upon the entity a right to payment for performance to date even though that right is not specified in the contract with the customer.
-
Relevant legal precedent indicates that similar rights to payment for performance completed to date in similar contracts have no binding legal effect.
-
An entity’s customary business practices of choosing not to enforce a right to payment has resulted in the right being rendered unenforceable in that legal environment.
The above issue is addressed in Implementation Q&A 56 (compiled
from TRG Agenda Papers 56 and
60). For additional information and
Deloitte’s summary of issues discussed in the Implementation Q&As,
see Appendix
C.
Connecting the Dots
ASC 606-10-25-29 provides that an “entity shall
consider the terms of the contract, as well
as any laws that apply to the contract, when evaluating
whether it has an enforceable right to payment for performance
completed to date in accordance with paragraph 606-10-25-27(c)”
(emphasis added). In practice, it may be uncommon for an entity
to pursue legal action against a customer if the customer
canceled a contract, especially when there is an ongoing
customer-vendor relationship. That is, entities may elect not to
enforce their legal right to payment.
For example, suppose that Company A and Customer
M have a long-standing relationship. Although A may have a legal
right to recover its costs plus a reasonable profit margin if M
terminates a contract, A and M may intend to negotiate a
settlement to preserve the relationship in the event that a
contract is terminated. Regardless of the likelihood that A
would enforce its right to full payment from M, the criterion in
ASC 606-10-25-27(c) is met as long as A has a legally
enforceable right to payment that includes recovery of its costs
plus a reasonable profit margin.
In addition to the above, entities should
consider instances in which their past practice has rendered
their right to payment unenforceable.
8.4.5.2.3 Whether an Entity Has an Enforceable Right to Payment Upon Contract Termination When No Such Right Is Specified in the Contract
Questions about the application of ASC 606-10-55-14(a)
or (b) may arise when an entity creates a good with no alternative use
and the written terms of the contract with the entity’s customer do not
specify the entity’s right to payment upon contract termination. For
example, this situation could occur in the United States, where the
Uniform Commercial Code (UCC) or a state equivalent of the UCC is
applied upon contract termination.
We believe that when a contract’s written terms do not
specify the entity’s right to payment upon contract termination, an
enforceable right to payment for performance completed to date is
presumed not to exist.
However, if the contract with the customer does not
specify by its written terms the entity’s right to payment upon contract
termination and the entity asserts that it has an enforceable right to
payment for performance completed to date, we would expect the entity
to:
-
Support its assertion on the basis of legislation, administrative practice, or legal precedent that confers upon the entity a right to payment for performance to date, as stated in ASC 606-10-55-14(a). This analysis would need to demonstrate that an enforceable right to payment (as defined by ASC 606) exists in the relevant jurisdiction. The fact that the entity would have a basis for making a claim against the counterparty in a court of law would not be sufficient to support the existence of an enforceable right to payment.
-
Assess whether relevant legal precedent indicates that similar rights to payment for performance completed to date in similar contracts have no binding legal effect, as stated in ASC 606-10-55-14(b).
8.4.5.2.4 Impact of Shipping Terms on Revenue Recognition Over Time
Shipping terms in a contract that require a customer to
pay only at a specific point in time (e.g., “free on board” [FOB]
destination) do not preclude the contract from meeting the criterion in
ASC 606-10-25-27(c) for revenue recognition over time (specifically, the
enforceable right to payment condition).
The guidance in ASC 606-10-55-12 makes clear that an
enforceable right to payment “need not be a present unconditional right
to payment” and that an entity may have “an unconditional right to
payment only . . . upon complete satisfaction of the performance
obligation.” In these circumstances, the guidance states, “an entity
should consider whether it would have an enforceable right to demand or
retain payment for performance completed to date if the contract were to
be terminated before completion for reasons other
than the entity’s failure to perform as promised” (emphasis
added).
When a contract’s shipping terms require an entity’s
customer to pay only at a specific point in time (e.g., FOB
destination), the possibility that the entity will not be paid if the
goods are lost in shipment would represent “the entity’s failure to
perform as promised” and should be disregarded in the entity’s
assessment of whether the performance obligation meets the criterion in
ASC 606-10-25-27(c) for revenue recognition over time (i.e., when an
entity is assessing whether it has an enforceable right to payment, it
should presume that it will perform as promised and that the goods will
be delivered). Accordingly, the conclusion that the entity has an
enforceable right to payment is not precluded when the contract’s
payment terms require payment only at specific points in the production
or delivery process. Those payment terms may be overruled by contractual
rights that give the entity an enforceable right to demand or retain
payment (if the entity performs as promised). Therefore, the fact that
the customer would not be required to pay for the goods if they were
lost in transit would not, by itself, preclude the contract from meeting
the criterion in ASC 606-10-25-27(c) for revenue recognition over
time.
8.5 Measuring Progress for Revenue Recognized Over Time
ASC 606-10
25-31 For each performance
obligation satisfied over time in accordance with paragraphs
606-10-25-27 through 25-29, an entity shall recognize
revenue over time by measuring the progress toward complete
satisfaction of that performance obligation. The objective
when measuring progress is to depict an entity’s performance
in transferring control of goods or services promised to a
customer (that is, the satisfaction of an entity’s
performance obligation).
25-32 An entity shall apply a
single method of measuring progress for each performance
obligation satisfied over time, and the entity shall apply
that method consistently to similar performance obligations
and in similar circumstances. At the end of each reporting
period, an entity shall remeasure its progress toward
complete satisfaction of a performance obligation satisfied
over time.
After determining that a performance obligation is satisfied over
time, an entity must determine the appropriate method for depicting that performance
over time — that is, how far complete the entity’s progress is as of any given
reporting period. This method is described in the revenue standard as the entity’s
measure of progress.
For example, if a contract requires a calendar-year reporting entity
to perform a daily cleaning service for 12 months beginning on January 1, the entity
may, depending on the facts and circumstances, measure progress in any of the
following ways:
-
Based on days passed (i.e., time elapsed) — For example, as of March 31, 90 days have passed, so the entity’s performance is 25 percent complete.
-
Based on costs incurred — For example, as of March 31, the entity has incurred $300,000 of the expected costs of $1 million, so the entity’s performance is 30 percent complete.
-
Based on labor hours — For example, as of March 31, the entity has incurred 260 hours of cleaning of the expected 1,100 hours for the full year. As a result, the entity’s performance is 24 percent complete.
8.5.1 Methods for Measuring Progress
ASC 606-10
Methods for Measuring Progress
25-33 Appropriate methods of
measuring progress include output methods and input
methods. Paragraphs 606-10-55-16 through 55-21 provide
guidance for using output methods and input methods to
measure an entity’s progress toward complete
satisfaction of a performance obligation. In determining
the appropriate method for measuring progress, an entity
shall consider the nature of the good or service that
the entity promised to transfer to the customer.
When a performance obligation is satisfied over time, an entity
must select a measure of progress (e.g., time elapsed, labor hours, costs
incurred) to depict its progress toward complete satisfaction of that
obligation.
In accordance with ASC 606-10-25-33, appropriate methods of
measuring progress include:
-
Output methods — ASC 606-10-55-17 states that output methods “recognize revenue on the basis of direct measurements of the value to the customer of the goods or services transferred to date relative to the remaining goods or services promised under the contract.” These methods include “surveys of performance completed to date, appraisals of results achieved, milestones reached, time elapsed, and units produced or units delivered.” (See Section 8.5.8.)
-
Input methods — ASC 606-10-55-20 states that input methods “recognize revenue on the basis of the entity’s efforts or inputs to the satisfaction of a performance obligation (for example, resources consumed, labor hours expended, costs incurred, time elapsed, or machine hours used) relative to the total expected inputs to the satisfaction of that performance obligation.” (See Section 8.5.9.)
In discussing the selection of a measure of progress, paragraph
BC164 of ASU 2014-09 states:
The [FASB and IASB] decided
that, conceptually, an output measure is the most faithful depiction of an
entity’s performance because it directly measures the value of the goods or
services transferred to the customer. However, the Boards observed that it
would be appropriate for an entity to use an input method if that method
would be less costly and would provide a reasonable proxy for measuring
progress.
The above statement from paragraph BC164 of ASU 2014-09 does
not mean that it is preferable for an entity to use an output method
when measuring progress toward complete satisfaction of a performance
obligation. As stated in paragraph BC159 of ASU 2014-09, an entity does not have
a free choice in selecting an appropriate method of measuring progress toward
complete satisfaction of a performance obligation but should exercise judgment
in identifying a method that fulfills the stated objective in ASC 606-10-25-31
of depicting an entity’s performance in transferring control of goods or
services promised to a customer (i.e., the satisfaction of the performance
obligation).
Neither an input method nor an output method is preferred since
each has benefits and disadvantages that will make it more or less appropriate
to the facts and circumstances of each contract. While an output method is, as
stated in paragraph BC164, conceptually preferable in a general sense, an
appropriate measure of output will not always be directly observable; and
sometimes, an apparent measure of output will not in fact provide an appropriate
measure of an entity’s performance. Information needed to apply an input method
is more likely to be available to an entity without undue cost, but care should
be taken to ensure that any measure of an entity’s inputs used is reflective of
the transfer of control of goods or services to the customer.
Considerations that may be relevant to the selection of a
measure of progress include the following:
-
An output method would not provide a faithful depiction of the entity’s performance if the output selected fails to measure some of the goods or services transferred to the customer. For example, a units-of-delivery or a units-of-production method may sometimes understate an entity’s performance by excluding work in progress that is controlled by the customer. (See paragraph BC165 of ASU 2014-09.)
-
An input method may better reflect progress toward complete satisfaction of a performance obligation over time when (1) the performance obligation consists of a series of distinct goods or services that meets the criteria in ASC 606-10-25-14(b) to be treated as a single performance obligation and (2) the effort required to create and deliver the first units is greater than the effort to create the subsequent units because of the effect of a “learning curve” of efficiencies realized over time. (See paragraph BC314 of ASU 2014-09.)
-
An entity applying an input method must exclude from its measure of progress the costs incurred that (1) do not contribute to the entity’s progress in satisfying a performance obligation (e.g., the costs of unexpected amounts of wasted materials) and (2) are not proportionate to the entity’s progress in satisfying the performance obligation (e.g., the cost of obtaining goods from a vendor that accounts for most of the product’s cost). (See ASC 606-10-55-21.)
8.5.2 Whether Control of a Good or Service Can Be Transferred at Discrete Points in Time When the Underlying Performance Obligation Is Satisfied Over Time
As discussed above, if the entity meets one of the three
criteria in ASC 606-10-25-27, it recognizes revenue over time by using either an
output method or an input method to measure its progress toward complete
satisfaction of the performance obligation. While the revenue standard does not
prescribe which method to use, the entity should select an approach that
faithfully depicts its performance in transferring control of goods or services
promised to a customer.
At the TRG’s April 2016 meeting, the TRG discussed two views
articulated by stakeholders on whether an entity that is performing over time
can transfer control of a good or service underlying a performance obligation at
discrete points in time:
-
View A — Satisfaction of any of the requirements for recognition over time implies that control does not transfer at discrete points in time. Therefore, an entity’s use of an appropriate measure of progress should not result in its recognition of a material asset (e.g., work in progress) for performance the entity has completed. Proponents of View A point to paragraphs BC125, BC128, BC130, BC131, BC135, and BC142 of ASU 2014-09, which clarify that control of any asset (such as work in progress) transfers to the customer as progress is made.
-
View B — Satisfaction of any of the criteria for recognition over time does not preclude transfer of control at discrete points in time. The use of an appropriate measure of progress could therefore result in the recognition of a material asset for performance under a contract. Proponents of View B emphasized that ASC 606-10-25-27(c) specifically “contemplates transfer of control at discrete points in time.” They also noted that the term “could” in paragraph BC135 of ASU 2014-09 implies that in certain circumstances, the customer may not control the asset as performance occurs. In addition, proponents of View B indicated that “if control can never transfer at discrete points in time, certain methods of progress referenced in the new revenue standard [e.g., milestones2] rarely would be permissible.”3
The FASB staff believes (as discussed in Implementation Q&A 51) that View B is
inconsistent with the revenue standard but that View A is appropriate. The staff
reiterates that paragraphs BC125, BC128, BC130, BC131, BC135, and BC142 of ASU
2014-09 clarify that when an entity satisfies any of the three criteria for
recognizing revenue over time, the entity’s performance is an asset that the
customer controls. The staff also indicates that in accordance with paragraph
BC135 of ASU 2014-09, an entity would consider whether it has a right to payment
in determining whether the customer controls an asset. Therefore, in the staff’s
view, control “does not transfer at discrete points in time,” and “an
appropriate measure of progress should not result in an entity recognizing a
material asset that results from the entity’s performance (for example, work in
process).”4
The FASB staff also notes that (1) View A does not prohibit an
entity from recognizing revenue over time if there is a period during which the
entity does not perform any activities toward satisfying its performance
obligation (i.e., if there is a break in the period of performance) and (2)
although Example 27 in the revenue standard refers to milestone payments, the
standard does not conclude that milestones are the appropriate measure of
progress. Therefore, entities must use judgment in selecting an appropriate
measure of progress.
Certain TRG members questioned the FASB staff’s view that there
could be times when an entity may recognize an immaterial asset (e.g., work in
progress) under a recognition-over-time model because the entity’s selected
measure of progress may not perfectly match its performance. Specifically, they
cited ASC 340-40-25-8, which requires an entity to recognize costs related to
satisfied and partially satisfied performance obligations as expenses when they
are incurred.
TRG members indicated that an asset could result from activities
that are not specific to the customer contract (i.e., the creation of general
inventory). They reiterated the importance of understanding the differences
between costs associated with the development of an asset that transfers to a
customer as it is created and costs to develop assets for general inventory
(i.e., before the asset undergoes modifications that are specific to the
customer). One TRG member discussed an example that involved large, complex, and
customized assets. He noted that activities can be performed to assemble parts,
for example, and that such costs may represent inventory (and thus an asset)
because the assets are interchangeable for use in more than one customer
contract.
Because control of the related good or service cannot be
transferred at discrete points in time if a performance obligation meets one of
the criteria in ASC 606-10-25-27, the measure of progress selected for such a
performance obligation should be consistent with the pattern of transfer of
control of the good or service over time and should not result in the
recognition of work in progress (or a similar asset) as the entity performs work
between discrete points of revenue recognition (see Example 13-2).
ASC 606-10-25-27 does not, however, require an entity’s
performance over time to be continuous and uninterrupted. Accordingly, a gap in
the entity’s performance (e.g., if the entity does not perform any activities
toward satisfying the performance obligation in a particular financial reporting
period) does not in itself prevent the entity from recognizing revenue over
time. In addition, as discussed in Section
13.3.3.2, it will typically be appropriate for the entity to
continue to recognize any incurred contract-fulfillment costs related to future
performance as assets, such as inventories and other assets that have not yet
been used in the contract and are still controlled by the entity.
The above issues are addressed in Implementation Q&A 51 (compiled from previously issued
TRG Agenda Papers 53 and 55). For additional information and Deloitte’s summary of
issues discussed in the Implementation Q&As, see Appendix C.
8.5.3 Use of a Multiple Attribution Approach (as Compared With a Single Method for Measuring Progress)
For performance obligations meeting the requirements for revenue
recognition over time, the entity must select a method for measuring progress
toward satisfaction of the performance obligation.
Although the revenue standard indicates that an entity should
apply a single method to measure progress for each performance obligation
satisfied over time, stakeholders have questioned whether an entity may apply
more than one method to measure progress toward satisfaction of a performance
obligation that contains multiple goods and services bundled and recognized over
time. Examples of such circumstances include the following:
-
A cloud computing company provides hosting services to its customers for specified periods that begin once certain up-front implementation activities are completed. The customer cannot access the services in the hosting arrangement until the implementation activities are complete (and no other vendor can perform the implementation). Therefore, the hosting services are combined with the up-front activities to be one performance obligation.
-
A license is provided to a customer at contract inception. However, there is also a service associated with the license that is not considered to be distinct. Therefore, the service is combined with the license to be one performance obligation.
-
A franchisor enters into a license agreement with a new franchisee for a specified number of years with a promise to also provide a fixed number of hours of consulting services in the first year of the agreement. The license is to be satisfied over time. Because both promises in the arrangement are highly interrelated, the license is combined with the consulting services into one performance obligation.
Stakeholders questioned whether it would be acceptable to apply
two different methods for measuring progress even though the contract has only
one performance obligation.
The FASB staff notes that the revenue standard clearly indicates
that “using multiple methods of measuring progress for the same performance
obligation would not be appropriate.”5 Accordingly, the staff concludes that an entity should use a single
measure of progress for each performance obligation identified in the
contract.
In addition, the FASB staff observes that selecting a common
measure of progress may be challenging when a single performance obligation
contains more than one good or service or has multiple payment streams, although
it emphasizes that the selection is not a free choice. Further, the staff notes
that while a common measure of progress that does not depict the economics of
the contract may indicate that the arrangement contains more than one
performance obligation, it is not determinative. However, a reexamination may
suggest that the contract includes more performance obligations than were
initially identified.
The above issues are addressed in Implementation Q&As 47 and 48 (compiled from previously
issued TRG Agenda Papers 41 and 44). For additional information and Deloitte’s summary of
issues discussed in the Implementation Q&As, see Appendix C.
8.5.4 Use of Different Methods of Measuring Performance to Date to Determine Whether a Performance Obligation Is Satisfied Over Time and to Measure Progress Toward Satisfaction of That Performance Obligation
In some circumstances, an entity will need to identity a
suitable method for measuring “performance completed to date” to determine
whether the criterion in ASC 606-10-25-27(c) is met (see ASC 606-10-25-29 and
ASC 606-10-55-11 for additional guidance). Further, once it has been determined
that a performance obligation is satisfied over time, ASC 606-10-25-31 requires
an entity to “recognize revenue over time by measuring the progress toward
complete satisfaction of that performance obligation.” For measuring both
performance completed to date under ASC 606-10-25-27(c) (to determine whether
revenue should be recognized over time) and progress toward complete
satisfaction of a performance obligation under ASC 606-10-25-31, the method
selected should faithfully depict an entity’s performance in transferring
control of goods or services promised to a customer. However, there is no
requirement for the same method to be used for both purposes.
But in determining an appropriate method for measuring progress
under ASC 606-10-25-31, entities should be aware that ASC 606-10-25-32 requires
them to apply the same method to all similar performance obligations in similar
circumstances.
Example 8-5
Entity A enters into a contract with
Customer B under which A will construct a large item of
specialized equipment on its own premises and then
deliver the equipment and transfer title to B after
construction is completed. The specialized equipment is
only suitable for this particular customer (i.e., it has
no alternative use). In addition, the specialized
equipment is subject to certain regulations that require
third-party appraisals to be performed throughout the
construction of the equipment. The objective of the
appraisals is to assess the entity’s construction
progress and ensure that the equipment is built in
accordance with published regulations. The results of
the periodic appraisals are provided to the customer,
and a final appraisal is performed shortly before the
equipment is delivered to the customer.
Entity A concludes that it qualifies to
recognize revenue over time under ASC 606-10-25-27(c) by
using a cost-based input method because if the customer
cancels the contract, the customer must reimburse the
costs incurred by the entity to the date of cancellation
and pay a 5 percent margin on those costs (which is
considered to be a reasonable margin).
However, in measuring the progress
toward satisfaction of similar performance obligations
in other contracts, A uses an output method based on
third-party appraisals completed to date. This method is
determined to faithfully depict progress toward
satisfaction of the performance obligation in the
contract with B. Because ASC 606-10-25-32 requires an
entity to apply the same method of measuring progress to
similar performance obligations in similar
circumstances, A uses this appraisal-based output method
to measure the revenue to be recognized in each
reporting period from its contract with B despite using
a cost-based measure of progress to determine whether it
met the criterion in ASC 606-10-25-27(c).
8.5.5 Application of the Method for Measuring Progress
ASC 606-10
25-34 When applying a method
for measuring progress, an entity shall exclude from the
measure of progress any goods or services for which the
entity does not transfer control to a customer.
Conversely, an entity shall include in the measure of
progress any goods or services for which the entity does
transfer control to a customer when satisfying that
performance obligation.
Under the control principle of the revenue standard, it would
not be appropriate for an entity to recognize revenue for any progress made or
activities performed that do not transfer control to the customer. Rather, the
entity should use judgment to determine which activities are included in the
promised goods or services to the customer and select a method for measuring
progress toward transferring the goods or services to the customer.
This concept is also aligned with principal-versus-agent
considerations in that if the entity does not transfer control to the customer
but coordinates the transfer directly to the customer from a third party (i.e.,
the entity does not control the good or service before it is transferred to the
customer), it would be inappropriate to include the component part in the
measure of progress, and revenue should therefore be adjusted accordingly. See
Chapter 10 for further
discussion of principal-versus-agent considerations.
8.5.6 Subsequent Measurement of an Entity’s Measure of Progress
ASC 606-10
25-35 As circumstances change
over time, an entity shall update its measure of
progress to reflect any changes in the outcome of the
performance obligation. Such changes to an entity’s
measure of progress shall be accounted for as a change
in accounting estimate in accordance with Subtopic
250-10 on accounting changes and error corrections.
It is common for estimates related to an entity’s level of
progress to change as the entity fulfills its promise to the customer. As a
result, such estimates of an entity’s measure of progress should be updated on
the basis of the most current information available to the entity. Consideration
should be given to subsequent measurement to the extent that there are any
changes in the outcome of the performance obligation. Such changes should be
accounted for in a manner consistent with the guidance on accounting changes in
ASC 250, which states that a “change in accounting estimate shall be accounted
for in the period of change if the change affects that period only or in the
period of change and future periods if the change affects both.” Accordingly, a
change in the entity’s estimated measure of progress should be accounted for
prospectively (i.e., prior periods are not restated, but there could be a
cumulative-effect adjustment to revenue in the current period). Because the
change represents a change in accounting estimate rather than any change in the
scope or price of the contract, the guidance in the revenue standard on contract
modifications (discussed in Chapter 9) would not apply. In addition, since this estimate is
related to an entity’s recognition of revenue rather than measurement of
revenue, the guidance on accounting for changes in the estimate of variable
consideration (discussed in Chapter 7) would not apply.
Example 8-6
Entity A enters into a contract to construct a building
in exchange for a fixed price of $2 million. Entity A
concludes that it has a single performance obligation
and that one of the criteria for recognizing revenue
over time is met. In addition, A concludes that an input
method is the most appropriate method for measuring its
progress toward complete satisfaction. Accordingly, A
measures its progress on the basis of costs incurred to
date as compared with total expected costs.
At contract inception, A estimates that it will incur
total costs of $900,000. After A incurs actual costs of
$450,000, its estimate of total costs changes from
$900,000 to $800,000. This change represents a change in
accounting estimate and should be accounted for as
follows:
-
Amount of revenue recognized to date — ($450,000 ÷ $900,000) × $2 million = $1 million.
-
Amount of revenue that should be recognized on the basis of the new estimate — ($450,000 ÷ $800,000) × $2 million = $1.125 million.
-
Amount of revenue recognized upon change in estimate — $1.125 million − $1 million = $125,000.
8.5.7 Reasonable Measure of Progress
ASC 606-10
Reasonable Measures
of Progress
25-36 An entity shall recognize
revenue for a performance obligation satisfied over time
only if the entity can reasonably measure its progress
toward complete satisfaction of the performance
obligation. An entity would not be able to reasonably
measure its progress toward complete satisfaction of a
performance obligation if it lacks reliable information
that would be required to apply an appropriate method of
measuring progress.
25-37 In some circumstances
(for example, in the early stages of a contract), an
entity may not be able to reasonably measure the outcome
of a performance obligation, but the entity expects to
recover the costs incurred in satisfying the performance
obligation. In those circumstances, the entity shall
recognize revenue only to the extent of the costs
incurred until such time that it can reasonably measure
the outcome of the performance obligation.
As discussed in Section 8.5.1, the revenue standard
requires an entity to select the method that faithfully depicts its progress
toward completion. However, in some circumstances, an entity may not be able to
reasonably measure progress toward completion.
During the development of the revenue standard, feedback
considered by the FASB and IASB suggested that recognizing revenue solely on the
basis of costs incurred (resulting in zero margin being recognized) is a widely
understood and reasonable practice. As a result, the boards agreed that this is
an important recognition practice and decided to incorporate the concept into
the revenue standard. Specifically, the boards concluded that if an entity
cannot reasonably measure progress but still expects to recover the costs
incurred to satisfy the performance obligation, the entity should recognize
revenue for its progress in satisfying the performance obligation by recognizing
revenue in the amount of the costs incurred. However, this would only be
appropriate if the entity cannot reasonably measure its progress, or until the
entity is able to reasonably measure progress. In addition, an entity may need
to evaluate whether it is required to recognize losses in its financial
statements before those losses are incurred. Refer to Chapter 13 for considerations related to
onerous performance obligations and recognition of such losses.
Importantly, this evaluation is separate from estimating and
constraining variable consideration. Therefore, in long-term contracts, there
are typically at least two key estimates made at contract inception and
reassessed during the contract: (1) the entity’s current measure of progress
and, separately, (2) the entity’s current estimate of any variable consideration
(see Chapter 6 for
further discussion).
The example below illustrates a situation in which progress
toward complete satisfaction of a performance obligation cannot be reasonably
measured.
Example 8-7
A contractor enters into a building
contract with fixed consideration of $1,000. The
contract is expected to take three years to complete and
satisfies one of the criteria in ASC 606-10-25-27 for
revenue to be recognized over time. At the end of year
1, management is unable to reasonably measure its
progress toward complete satisfaction of the performance
obligation (e.g., because it cannot reasonably measure
total costs under the contract). Taking into account the
progress to date and future expectations, management
expects that total contract costs will not exceed total
contract revenues. Costs of $100 have been incurred in
year 1.
In this example, since the contractor is
not able to reasonably measure the progress relative to
the work performed to date but expects that costs are
recoverable, only revenue of $100 should be recognized
in year 1. Therefore, in year 1, revenue and costs of
services of $100 are recognized, resulting in no profit
margin.
8.5.8 Output Methods
The revenue standard outlines two types of methods for measuring
progress: output methods and input methods. As stated in ASC 606-10-55-17,
output methods “recognize revenue on the basis of direct measurements of the
value to the customer of the goods or services transferred to date relative to
the remaining goods or services promised under the contract.” Examples of output
methods include surveys of performance completed to date, appraisals of results
achieved, milestones reached, time elapsed, and units delivered or produced.
Value to the customer should be an objective measure of the entity’s performance
(i.e., the measure is directly observable, and information needed to apply the
measure is readily available).
ASC 606-10
55-17 Output methods recognize
revenue on the basis of direct measurements of the value
to the customer of the goods or services transferred to
date relative to the remaining goods or services
promised under the contract. Output methods include
methods such as surveys of performance completed to
date, appraisals of results achieved, milestones
reached, time elapsed, and units produced or units
delivered. When an entity evaluates whether to apply an
output method to measure its progress, the entity should
consider whether the output selected would faithfully
depict the entity’s performance toward complete
satisfaction of the performance obligation. An output
method would not provide a faithful depiction of the
entity’s performance if the output selected would fail
to measure some of the goods or services for which
control has transferred to the customer. For example,
output methods based on units produced or units
delivered would not faithfully depict an entity’s
performance in satisfying a performance obligation if,
at the end of the reporting period, the entity’s
performance has produced work in process or finished
goods controlled by the customer that are not included
in the measurement of the output.
55-19 The disadvantages of
output methods are that the outputs used to measure
progress may not be directly observable and the
information required to apply them may not be available
to an entity without undue cost. Therefore, an input
method may be necessary.
Paragraph BC164 of ASU 2014-09 states that the FASB and IASB
“decided that, conceptually, an output measure is the most faithful depiction of
an entity’s performance because it directly measures the value of the goods or
services transferred to the customer.” That is, the boards did not state that an
output method is the preferred method but instead indicated that in most cases,
an output method would be the most appropriate method that is consistent with
recognizing revenue as value is transferred to the customer. Some stakeholders
argue that an output method is generally the most appropriate method. However, a
drawback of using an output method is that there may not always be a directly
observable or objectively determined output to reliably measure an entity’s
progress, and it could fail to measure progress between directly observable or
objectively determined outputs. As a result, the boards noted that there may be
instances in which it would be appropriate for an entity to use an input method
(i.e., if that method would be less costly and would provide a reasonable
measure of progress).
In redeliberations of the revenue standard, some stakeholders
requested that the boards provide more guidance on when units-of-delivery or
units-of-production methods would be appropriate. Although such methods appear
to be output methods, they do not always provide the most faithful depiction of
the entity’s performance. That is, these methods may disregard an entity’s
efforts that result in progress toward completion when performance is satisfied
over time, which could be material to the contract or even the financial
statements as a whole. In addition, units-of-production or units-of-delivery
methods may not be appropriate in contracts that provide design and production
services because the transfer of produced items may not correspond to the actual
progress made on the entire contract.
Therefore, in the selection of an output method for measuring
progress and the determination of whether a units-of-delivery or
units-of-production method is appropriate, it is important for an entity to
carefully consider (1) all of the facts and circumstances of the arrangement and
(2) how value is transferred to the customer.
8.5.8.1 Invoice Practical Expedient for Measuring Progress
ASC 606-10
55-18 As a practical
expedient, if an entity has a right to consideration
from a customer in an amount that corresponds
directly with the value to the customer of the
entity’s performance completed to date (for example,
a service contract in which an entity bills a fixed
amount for each hour of service provided), the
entity may recognize revenue in the amount to which
the entity has a right to invoice.
The revenue standard provides a practical expedient in ASC
606-10-55-18 that can be applied to performance obligations that meet the
criteria in ASC 606-10-25-27 to be satisfied over time. Most commonly
referred to as the “invoice practical expedient,” this option allows an
entity to recognize revenue in the amount of consideration to which the
entity has the right to invoice when the amount that the entity has the
right to invoice corresponds directly to the value transferred to the
customer. That is, the invoice practical expedient cannot be applied in all
circumstances because the right to invoice a certain amount does not always
correspond to the progress toward satisfying the performance obligation.
Therefore, an entity should demonstrate its ability to apply the invoice
practical expedient to performance obligations satisfied over time. Because
the purpose of the invoice practical expedient is to faithfully depict an
entity’s measure of progress toward completion, the invoice practical
expedient can only be applied to performance obligations satisfied over time
(not at a point in time).
8.5.8.1.1 Using the Invoice Practical Expedient When the Unit Price or Rate Varies During the Contract Period
The option to apply the invoice practical expedient in
ASC 606-10-55-18 is available only if the invoice amount represents the
“amount that corresponds directly with the value to the customer of the
entity’s performance completed to date (for example, a service contract
in which an entity bills a fixed amount for each hour of service
provided).”6
Stakeholders have questioned whether the invoice
practical expedient may be used for contracts in which the unit price or
rate varies during the contract period.
The FASB staff has noted that an entity must use
judgment and that conclusions are likely to vary depending on the facts
and circumstances. The staff believes that the invoice practical
expedient could be used for both a contract in which the unit price
varies during the contract period and a contract in which the rate
varies during the contract period if the contracts’ respective price and
rate changes reflect the “value to the customer of each incremental good
or service that the entity transfers to the customer.”7
Connecting the Dots
In some industries, the price charged to the customer for each
unit transferred may vary over the contract term. For example, a
contract to supply electricity for several years may specify
different unit prices each year depending on the forward market
price of electricity at contract inception.
In this example, the contract to purchase electricity at prices
that vary over the term of the contract depending on the forward
market price of electricity at contract inception would qualify
for the practical expedient because the rates per unit generally
correlate to the value to the customer of the entity’s provision
of each unit of electricity.
The above issue is addressed in Implementation Q&A 46 (compiled from previously
issued TRG Agenda Papers 40 and 44). For additional information and Deloitte’s
summary of issues discussed in the Implementation Q&As, see
Appendix
C.
8.5.8.1.2 Applying the Invoice Practical Expedient to Contracts With Up-Front Consideration or Back-End Fees
An entity is not necessarily precluded from applying the
invoice practical expedient in ASC 606-10-55-18 when a contract contains
nonrefundable up-front consideration or back-end fees. However, the
entity will need to use judgment in determining whether the amount
invoiced for goods or services reasonably represents the value to the
customer of the entity’s performance completed to date.
When the entity makes this assessment, an analysis of
the significance of the up-front or back-end fees relative to the other
consideration in the arrangement is likely to be important.
The above issue is addressed in Implementation Q&A 46 (compiled from previously
issued TRG Agenda Papers 40 and 44). For additional information and Deloitte’s
summary of issues discussed in the Implementation Q&As, see
Appendix
C.
8.5.9 Input Methods
Input methods recognize revenue on the basis of an entity’s
efforts or inputs toward satisfying a performance obligation. Examples include
resources consumed, labor hours expended, costs incurred, time elapsed, or
machine hours used.
ASC 606-10
55-20 Input methods recognize
revenue on the basis of the entity’s efforts or inputs
to the satisfaction of a performance obligation (for
example, resources consumed, labor hours expended, costs
incurred, time elapsed, or machine hours used) relative
to the total expected inputs to the satisfaction of that
performance obligation. If the entity’s efforts or
inputs are expended evenly throughout the performance
period, it may be appropriate for the entity to
recognize revenue on a straight-line basis.
A common input method is the “cost-to-cost” method, as implied
by the use of the term “costs incurred” in ASC 606-10-55-20 as an example of a
basis for measuring progress. When applying the cost-to-cost method, an entity
uses costs incurred as compared with total estimated costs. Types of costs that
an entity may consider when applying the cost-to-cost method include direct
labor, direct materials, subcontractor costs, and other costs incurred that are
related to the entity’s performance under a contract. In addition, while certain
overhead costs may be appropriate for consideration under the cost-to-cost
method, an entity should use judgment to include only allocated costs (in
measuring progress) that actually contribute to the transfer of control to the
customer of the performance obligation(s). For example, it would generally not
be appropriate for an entity to include general and administrative costs or
sales and marketing costs in measuring the progress toward satisfying a
performance obligation unless (1) those costs are directly chargeable to the
customer and (2) including such costs faithfully depicts the entity’s progress
toward satisfying the performance obligation. In making this distinction,
entities may refer to ASC 340-40-25-7, which includes types of costs that are
directly related to a contract.
8.5.9.1 Inefficiencies and Wasted Materials
ASC 606-10
55-21 A shortcoming of input
methods is that there may not be a direct
relationship between an entity’s inputs and the
transfer of control of goods or services to a
customer. Therefore, an entity should exclude from
an input method the effects of any inputs that, in
accordance with the objective of measuring progress
in paragraph 606-10-25-31, do not depict the
entity’s performance in transferring control of
goods or services to the customer. For instance,
when using a cost-based input method, an adjustment
to the measure of progress may be required in the
following circumstances:
-
When a cost incurred does not contribute to an entity’s progress in satisfying the performance obligation. For example, an entity would not recognize revenue on the basis of costs incurred that are attributable to significant inefficiencies in the entity’s performance that were not reflected in the price of the contract (for example, the costs of unexpected amounts of wasted materials, labor, or other resources that were incurred to satisfy the performance obligation). . . .
While an entity may conclude that an input method is the
most appropriate method to measure progress of a contract (e.g.,
cost-to-cost method), there may be instances or anomalies in which costs
incurred are attributable to inefficiencies or wasted materials and do not
contribute to the satisfaction of the performance obligation. In these
circumstances, an entity should exclude such factors that do not accurately
depict the entity’s progress toward satisfying the performance
obligation.
In early drafts of the revenue standard, the FASB and IASB
proposed requiring an entity to exclude inefficiencies and wasted materials
from any input measure (i.e., a cost-to-cost measure). However, many comment
letter respondents explained that often there is an “expected” level of
inefficiency or waste factored into a project from the outset and that
separately, circumstances involving “unexpected” inefficiencies or waste may
occur once a project has commenced. Those comment letter respondents
requested further clarification from the boards regarding the amounts that
should be excluded from any measure of progress. However, instead of
providing additional detailed guidance on “expected” versus “unexpected”
inefficiencies, the boards ultimately decided to emphasize the objective of
measuring progress toward complete satisfaction of the performance
obligation to depict an entity’s performance in the contract. That is, when
an input method is used, it should be adjusted if it is not truly depicting
the measure of progress.
In many construction and manufacturing contracts, some level
of wastage is normal and unavoidable as part of the construction or
manufacturing process. Expected levels of such wastage will be forecasted in
an entity’s budgets and estimates and included in contract costs. However,
there may be circumstances in which an entity experiences significant
unexpected levels of wasted materials, labor, or other resources.
ASC 606 contains specific guidance on accounting for costs
of fulfilling a contract. ASC 340-40-25- 8(b) specifies that costs of wasted
materials, labor, or other resources to fulfill a contract that are not
reflected in the price of the contract should be recognized as expenses when
incurred.
Abnormal waste costs do not represent additional progress
toward satisfaction of an entity’s performance obligation and, if revenue is
being recognized over time, should be excluded from the measurement of such
progress. If the entity is using costs incurred to date as an input method
to measure progress toward complete satisfaction of its performance
obligation, it should be careful to ensure that revenue attributed to work
carried out is not increased to offset additional costs incurred when
abnormal or excessive costs arise as a result of inefficiency or error. In
particular, ASC 606-10-55-21(a) states that when using a cost-based input
method, entities may be required to adjust the measure of progress when
costs are incurred that are “attributable to significant inefficiencies in
the entity’s performance that were not reflected in the price of the
contract.”
8.5.9.2 Uninstalled Materials
ASC 606-10
55-21 A shortcoming of input
methods is that there may not be a direct
relationship between an entity’s inputs and the
transfer of control of goods or services to a
customer. Therefore, an entity should exclude from
an input method the effects of any inputs that, in
accordance with the objective of measuring progress
in paragraph 606-10-25-31, do not depict the
entity’s performance in transferring control of
goods or services to the customer. For instance,
when using a cost-based input method, an adjustment
to the measure of progress may be required in the
following circumstances: . . .
b. When a cost incurred is not proportionate
to the entity’s progress in satisfying the
performance obligation. In those circumstances,
the best depiction of the entity’s performance may
be to adjust the input method to recognize revenue
only to the extent of that cost incurred. For
example, a faithful depiction of an entity’s
performance might be to recognize revenue at an
amount equal to the cost of a good used to satisfy
a performance obligation if the entity expects at
contract inception that all of the following
conditions would be met:
1. The good is not
distinct.
2. The customer is
expected to obtain control of the good
significantly before receiving services related to
the good.
3. The cost of the
transferred good is significant relative to the
total expected costs to completely satisfy the
performance obligation.
4. The entity procures
the good from a third party and is not
significantly involved in designing and
manufacturing the good (but the entity is acting
as a principal in accordance with paragraphs
606-10- 55-36 through 55-40).
There may be instances in which an entity is acting as a
principal and promises to deliver a good and a service that are not distinct
from each other, but the good is transferred before the service is provided.
For example, this could occur when a piece of equipment is transferred to
the customer, but the entity has also promised to install the equipment or
the piece of equipment is a component part of an overall highly customized
project being provided to the customer. In these types of circumstances, a
strict, literal interpretation of an input method to measure progress may
not be appropriate, and the entity may need to carefully consider its actual
progress toward completion. To assist in the interpretation of the revenue
standard’s general guidance on input methods in these circumstances, the
boards provided additional guidance (see ASC 606-10-55-21(b), reproduced
above) and included an example illustrating the treatment of uninstalled
materials (see Example 19, reproduced below).
Through both the additional guidance and the example, the
boards clarified that the adjustment to the input method for uninstalled
materials was to ensure that the input method is consistent with the
objective of measuring progress toward complete satisfaction of a
performance obligation.
In the scenario described above (the promised delivery and
installation of equipment), it would be inappropriate to continue
recognizing the equipment as inventory after delivery but before
installation. Rather, the entity should recognize revenue for the entity’s
performance (i.e., for the delivery of the equipment) in accordance with the
core principle of the standard. However, the boards acknowledged that an
entity may have difficulty determining the amount of revenue to recognize
for the delivery of the equipment when the delivery is not distinct from the
installation. For example, if the entity were to use a cost-to-cost method
to measure progress, resulting in recognition of a contract-wide profit
margin for the delivery of the equipment, the entity’s performance could
consequently be overstated, resulting in an overstatement of revenue.
Another option would be for the entity to estimate a profit margin (which
differs from the contract-wide profit margin); however, this approach would
be complex and could result in the recognition of too much revenue for the
transfer of goods or services that are not distinct. Ultimately, the boards
decided that in certain circumstances, an entity should only recognize
revenue in the amount of the cost of those goods that have been transferred
to the customer (and not include any amount of profit margins). This
adjustment is necessary if delivery of the uninstalled good does not depict
the entity’s performance. This adjustment to the cost-to-cost measure of
progress is most appropriate for scenarios in which the goods (e.g., the
equipment) compose a large portion of the total cost of the contract, and it
ensures that the input method meets the objective of measuring progress to
depict the entity’s performance.
In addition, the boards also clarified that if an entity
selects an input method, (e.g., the cost-to-cost method), it would need to
adjust the measure of progress if including some of the costs incurred would
not truly depict the entity’s performance in the contract.
ASC 606-10
Example 19 — Uninstalled
Materials
55-187 In November 20X2, an
entity contracts with a customer to refurbish a
3-story building and install new elevators for total
consideration of $5 million. The promised
refurbishment service, including the installation of
elevators, is a single performance obligation
satisfied over time. Total expected costs are $4
million, including $1.5 million for the elevators.
The entity determines that it acts as a principal in
accordance with paragraphs 606-10-55-36 through
55-40 because it obtains control of the elevators
before they are transferred to the customer.
55-188 A summary of the
transaction price and expected costs is as
follows:
55-189 The entity uses an
input method based on costs incurred to measure its
progress toward complete satisfaction of the
performance obligation. The entity assesses whether
the costs incurred to procure the elevators are
proportionate to the entity’s progress in satisfying
the performance obligation in accordance with
paragraph 606-10-55-21. The customer obtains control
of the elevators when they are delivered to the site
in December 20X2, although the elevators will not be
installed until June 20X3. The costs to procure the
elevators ($1.5 million) are significant relative to
the total expected costs to completely satisfy the
performance obligation ($4 million). The entity is
not involved in designing or manufacturing the
elevators.
55-190 The entity concludes
that including the costs to procure the elevators in
the measure of progress would overstate the extent
of the entity’s performance. Consequently, in
accordance with paragraph 606-10- 55-21, the entity
adjusts its measure of progress to exclude the costs
to procure the elevators from the measure of costs
incurred and from the transaction price. The entity
recognizes revenue for the transfer of the elevators
in an amount equal to the costs to procure the
elevators (that is, at a zero margin).
55-191 As of December 31,
20X2, the entity observes that:
-
Other costs incurred (excluding elevators) are $500,000.
-
Performance is 20% complete (that is, $500,000 ÷ $2,500,000).
55-192 Consequently, at
December 31, 20X2, the entity recognizes the
following:
The example below illustrates the treatment of prepaid costs
for work to be performed in the future.
Example 8-8
A contractor undertakes a three-year
contract. At the end of year 1, management estimates
that the total revenue on the contract will be
$1,000 and that total costs will be $900, of which
$300 has been incurred to date. Of the $300 incurred
to date, $50 is related to materials purchased in
year 1 that will be used in year 2. The materials
purchased in advance are generic and were not
specifically produced for the contract. The
contractor has determined that the contract is a
single performance obligation that will be satisfied
over time. To calculate the progress toward complete
satisfaction of its performance obligation, the
contractor uses an input method based on costs
incurred to date in proportion to the total
anticipated contract costs.
ASC 606-10-55-21 states, in part,
that “an entity should exclude from an input method
the effects of any inputs that . . . do not depict
the entity’s performance in transferring control of
goods or services to the customer.”
Materials purchased that have yet to
be used may not form part of the costs that
contribute to the transfer of control of goods or
services to the customer. For example, if materials
have been purchased that the contractor is merely
holding at the job site, and these materials were
not specifically produced or fabricated for any
projects, transfer of control of such materials will
generally not have passed to the customer.
Accordingly, in this example, an
adjustment is required for the purchased materials
not yet used because the materials are related to
the work to be performed in the future, and control
of the materials has not transferred to the
customer, as illustrated below.
Therefore, in year 1, contract
revenue of $280 (28% of $1,000) and contract costs
of $250 are recognized in profit or loss. Contract
costs of $50 corresponding to the purchased
materials not yet used are recognized as
inventories. See also Section 8.5.5.
8.5.9.3 Incremental Costs of Obtaining a Contract
When using an input method, an entity should exclude from
its measure of progress the costs it incurred to obtain the contract with
the customer because such costs do not depict an entity’s performance under
the contract. Chapter
13 discusses how to account for the incremental costs of
obtaining a contract with a customer.
ASC 606-10-25-31 states that an entity’s objective, when
measuring progress, is to depict its performance in transferring control of
goods or services promised to a customer. ASC 606-10-55-21 also specifies
that inputs that do not depict such performance are excluded from the
measurement of progress under an input method.
Costs of obtaining a contract are not a measure of
fulfilling it and, accordingly, are excluded from the measurement of
progress (both the measure of progress to date and the estimate of total
costs incurred to satisfy the performance obligation) irrespective of
whether they are recognized as an asset in accordance with ASC 340-40-25-1.
Such assets are amortized on a systematic basis that is consistent with the
transfer to the customer of the goods or services to which the asset is
related (see Chapter
13 for additional information). Accordingly, rather than
being used to determine the pattern of revenue recognition, capitalized
costs of obtaining a contract are amortized in accordance with the expected
pattern of transfer of goods or services. In contrast, costs of fulfilling
the contract that depict an entity’s performance would be included in the
measurement of progress.
8.5.10 Measuring Progress — Stand-Ready Obligations
As discussed in Section 5.4.3, step 2 of the revenue model (i.e., identify the
performance obligations) addresses how to assess the nature of a stand-ready
obligation on the basis of what, in fact, the entity is promising to deliver to
the customer (i.e., a discrete set of performance obligations over a fixed
period or a performance obligation that is unlimited over a fixed period). This
concept is illustrated in Example 18 of ASC 606, which is reproduced below.
ASC 606-10
Example 18 — Measuring Progress When
Making Goods or Services Available
55-184 An entity, an owner
and manager of health clubs, enters into a contract with
a customer for one year of access to any of its health
clubs. The customer has unlimited use of the health
clubs and promises to pay $100 per month.
55-185 The entity determines
that its promise to the customer is to provide a service
of making the health clubs available for the customer to
use as and when the customer wishes. This is because the
extent to which the customer uses the health clubs does
not affect the amount of the remaining goods and
services to which the customer is entitled. The entity
concludes that the customer simultaneously receives and
consumes the benefits of the entity’s performance as it
performs by making the health clubs available.
Consequently, the entity’s performance obligation is
satisfied over time in accordance with paragraph
606-10-25-27(a).
55-186 The entity also
determines that the customer benefits from the entity’s
service of making the health clubs available evenly
throughout the year. (That is, the customer benefits
from having the health clubs available, regardless of
whether the customer uses it or not.) Consequently, the
entity concludes that the best measure of progress
toward complete satisfaction of the performance
obligation over time is a time-based measure, and it
recognizes revenue on a straight-line basis throughout
the year at $100 per month.
For a stand-ready obligation that is satisfied over time, an
entity may measure progress toward complete satisfaction of the performance
obligation by using one of various methods, including input and output methods.
Although ASC 606-10-55-16 through 55-21 provide guidance on when an entity would
use an output or input method, the guidance does not prescribe the use of either
method. However, an entity does not have a “free choice” when selecting a
measure of progress. While an entity may use either type of method, the actual
method selected should be consistent with the clearly stated objective of
depicting the entity’s performance (i.e., the entity’s satisfaction of its
performance obligation in transferring control of goods or services to the
customer).
Further, although ASC 606 does not permit an entity to default
to a straight-line measure of progress on the basis of the passage of time
(because a straight-line measure of progress may not faithfully depict the
pattern of transfer), ASC 606 does not prohibit the use of a straight-line
measure of progress, and such a time-based method may be reasonable in some
cases depending on the facts and circumstances. An entity would need to use
judgment to select an appropriate measure of progress on the basis of the
arrangement’s particular facts and circumstances.
Example 18 in ASC 606-10-55-184 through 55-186 illustrates a
health club membership involving an entity’s stand-ready obligation to provide a
customer with one year of access to any of the entity’s health clubs. In the
example, the entity determines that the customer benefits from the stand-ready
obligation evenly throughout the year.
Other examples of stand-ready obligations include the
following:
-
Snow removal services — An entity promises to remove snow on an “as needed” basis (i.e., a single amount is paid irrespective of the number of times the snow removal services are performed). In this type of arrangement, the entity does not know and most likely cannot reasonably estimate whether, how often, and how much it will snow. This suggests that the entity’s promise is to stand ready to provide the snow-removal services on a when-and-if-needed basis. As a result, a time-based measure of progress may be appropriate. However, a pure straight-line recognition pattern over each month of an annual contract may not be reasonable if that would allow recognition of revenue during months (i.e., warmer months) when the entity either is not performing or is performing to a markedly reduced extent. For such a fixed-fee service contract, although the contract term is fixed (i.e., one year), the pattern of benefit of the services to the customer, as well as the entity’s efforts to fulfill the contract, would most likely vary throughout the year because there would be less expectation of snowfall during the warmer months of the year.
-
Unspecified software upgrades — An entity promises to make unspecified (i.e., when-and-if-available) software upgrades available to a customer. The nature of the entity’s promise is fundamentally one of providing the customer with assurance that any upgrades or updates developed by the entity during the period will be made available because the entity stands ready to transfer updates or upgrades when and if they become available. The customer benefits from the guarantee evenly throughout the contract period because any updates or upgrades developed by the entity during the period will be made available. As a result, a time-based measure of progress over the period during which the customer has rights to any unspecified upgrades developed by the entity would generally be appropriate unless the entity’s historical experience suggests that another method would more faithfully depict the pattern of transfer of the when-and-if-available upgrades to the customer.
The determination of an appropriate measure of progress for
a stand-ready obligation is addressed in Implementation Q&A 49 (compiled from previously issued
TRG Agenda Papers 16 and 25). For additional information and Deloitte’s summary of
issues discussed in the Implementation Q&As, see Appendix C.
Once an entity has determined the nature of the promise to the
customer, the entity must determine how to appropriately recognize revenue. As
discussed in Section 8.1.1,
an entity must first go through steps 1 through 4 before applying step 5 to
determine when to recognize revenue. Specifically, an entity must identify the
nature of the promised goods and services and determine whether those goods and
services are distinct (as described in Chapter 5) before determining the appropriate
pattern of revenue recognition. For example, an entity may sell products through
a third-party distributor and implicitly or explicitly promise to provide a
stand-ready service to the end customer. In these situations, the entity should
begin to recognize revenue for a stand-ready service promised to a customer’s
customer when the end customer has the ability to access, and begin to consume
and benefit from, the service. In addition, as illustrated in Examples 8-9 and 8-10, the pattern of revenue
recognition may differ depending on the nature of the promised goods and
services in the contract. Therefore, it is critical that an entity carefully
assess the promised goods and services in the contract before jumping to revenue
recognition in step 5. In some instances, an entity may be providing a service
of standing ready to provide as many goods or services as needed by a customer
when called upon (i.e., a stand-ready obligation). However, in other instances,
an entity may be available to provide goods or services when called upon by a
customer, but the customer only has a right to a specified amount of goods or
services.
In the two examples below, Entity X enters into two different
contracts, one with Customer A and the other with Customer B, to provide cloud
computing capacity. Because of the nature of X’s business, very little
incremental effort is required as X’s customers use the cloud computing
capacity.
Example 8-9
Contract With
Customer A for a Specified Quantity
Entity X enters into a three-year
contract with A, under which A receives the right to a
specified quantity of cloud computing capacity on an “as
needed” basis. Unused capacity is forfeited at the end
of the contract term. On the basis of historical usage,
X does not expect A to use the cloud computing capacity
evenly through the contract term but expects A to use
all of the agreed capacity before the end of the
contract. Once A has used the specified quantity of
capacity, A no longer has the ability to use the
service, and additional capacity must be separately
negotiated.
As discussed in Section 5.4.3.2, for an
entity to distinguish between a stand-ready obligation
and an obligation to provide a defined amount of goods
or services, it will often be helpful to focus on the
extent to which the customer’s use of a resource affects
the remaining resources to which the customer is
entitled.
In the circumstances described, the
nature of X’s promise is to provide a fixed capacity,
and its performance under the contract is demonstrated
by the actual discrete delivery of capacity. In contrast
to the example in paragraph BC160 of ASU 2014-09 (see
Section
5.4.3.2), when A uses cloud computing
capacity, A’s usage does affect the amount of the
remaining services to which A is entitled, indicating
that X’s promise is to deliver specified services rather
than to stand ready.
As a result, X should recognize revenue
in a manner that is consistent with A’s usage of the
capacity during the reporting period (i.e., by applying
a usage-based measure of progress). It would not be
appropriate for X to recognize revenue by using a
ratable or straight-line method.
Example 8-10
Contract With
Customer B for an Unlimited Quantity
In contrast to X’s contract with A, X’s
contract with B is to provide unlimited cloud computing
capacity as required over a three-year term. Because X
has agreed to provide an unlimited quantity of cloud
computing capacity, the nature of X’s promise to B is to
continuously stand ready to make unlimited cloud
computing capacity available, and B’s entitlement to
future capacity is not affected by the extent to which B
already used capacity. In such circumstances,
straight-line revenue recognition might be an
appropriate representation of X’s transfer of control
for this stand-ready obligation. However, X should
consider information from similar contracts regarding
historical patterns of performance in using judgment to
select an appropriate measure of progress based on its
service of making the cloud computing capacity available
(which is not necessarily the same as when the customers
use the capacity made available to them).
Connecting the Dots
In some arrangements — specifically, arrangements
involving software as a service (SaaS) — it may not always be clear
whether the nature of the promise is (1) an obligation to provide a
specified amount of services (e.g., 5,000 transactions processed through
software provided as a service) or (2) a stand-ready obligation to
provide services when and if called upon (e.g., to process all of the
transactions required through SaaS). Sometimes in practice, an entity
may price a SaaS arrangement on the basis of volume expectations but may
still be required to stand ready to provide the service for the entire
contractual period regardless of whether the customer exceeds the
volumes expected at contract inception. In other cases, a customer’s
right to use the service may terminate once the initial volumes are
exceeded, or the contract would be modified once the volumes are
exceeded. In all of these circumstances, an entity will need to
carefully consider the contractual rights and obligations to
appropriately identify the nature of the promise and to determine an
appropriate measure of progress toward complete satisfaction of the
performance obligation.
Footnotes
2
Footnote 1 in TRG Agenda Paper 53
notes that as used in the discussion, “milestones” refer to
measures of progress (i.e., they correlate to an entity’s
performance toward complete satisfaction of a performance
obligation) rather than the “milestone method” under legacy
U.S. GAAP.
3
Quoted from paragraph 19 of TRG Agenda Paper
53.
4
Quoted from Implementation Q&A 51.
5
Quoted from Implementation Q&A 47.
6
Quoted from ASC 606-10-55-18.
7
Quoted from paragraph BC167 of ASU 2014-09.
8.6 Revenue Recognized at a Point in Time
If a contract does not meet the criteria for recognition of revenue over time, revenue should be
recognized at a point in time. That is, an entity must first evaluate the criteria in ASC 606-10-25-27 for
recognizing revenue over time (see Section 8.4). Only after determining that none of the criteria in ASC
606-10-25-27 are met can the entity conclude that it is appropriate to recognize revenue at a point in
time. Then, the entity must determine the specific point in time at which it is appropriate to recognize
revenue for the contract (i.e., when control of the goods or services is transferred to the customer).
ASC 606-10
25-30 If a performance obligation is not satisfied over time in accordance with paragraphs 606-10-25-27
through 25-29, an entity satisfies the performance obligation at a point in time. To determine the point in time
at which a customer obtains control of a promised asset and the entity satisfies a performance obligation, the
entity shall consider the guidance on control in paragraphs 606-10-25-23 through 25-26. In addition, an entity
shall consider indicators of the transfer of control, which include, but are not limited to, the following:
- The entity has a present right to payment for the asset — If a customer presently is obliged to pay for an asset, then that may indicate that the customer has obtained the ability to direct the use of, and obtain substantially all of the remaining benefits from, the asset in exchange
- The customer has legal title to the asset — Legal title may indicate which party to a contract has the ability to direct the use of, and obtain substantially all of the remaining benefits from, an asset or to restrict the access of other entities to those benefits. Therefore, the transfer of legal title of an asset may indicate that the customer has obtained control of the asset. If an entity retains legal title solely as protection against the customer’s failure to pay, those rights of the entity would not preclude the customer from obtaining control of an asset.
- The entity has transferred physical possession of the asset — The customer’s physical possession of an asset may indicate that the customer has the ability to direct the use of, and obtain substantially all of the remaining benefits from, the asset or to restrict the access of other entities to those benefits. However, physical possession may not coincide with control of an asset. For example, in some repurchase agreements and in some consignment arrangements, a customer or consignee may have physical possession of an asset that the entity controls. Conversely, in some bill-and-hold arrangements, the entity may have physical possession of an asset that the customer controls. Paragraphs 606-10- 55-66 through 55-78, 606-10-55-79 through 55-80, and 606-10-55-81 through 55-84 provide guidance on accounting for repurchase agreements, consignment arrangements, and bill-and-hold arrangements, respectively.
- The customer has the significant risks and rewards of ownership of the asset — The transfer of the significant risks and rewards of ownership of an asset to the customer may indicate that the customer has obtained the ability to direct the use of, and obtain substantially all of the remaining benefits from, the asset. However, when evaluating the risks and rewards of ownership of a promised asset, an entity shall exclude any risks that give rise to a separate performance obligation in addition to the performance obligation to transfer the asset. For example, an entity may have transferred control of an asset to a customer but not yet satisfied an additional performance obligation to provide maintenance services related to the transferred asset.
- The customer has accepted the asset — The customer’s acceptance of an asset may indicate that it has obtained the ability to direct the use of, and obtain substantially all of the remaining benefits from, the asset. To evaluate the effect of a contractual customer acceptance clause on when control of an asset is transferred, an entity shall consider the guidance in paragraphs 606-10-55-85 through 55-88.
Connecting the Dots
As discussed in Section 8.2, an
entity must assess whether its promised goods or services are transferred over time. If
the entity determines that none of the criteria for recognizing revenue over time are
met, it should recognize revenue at a point in time. To do so, the entity must determine
the specific point in time at which control of the goods or services is transferred to
the customer. When assessing the transfer of control, the entity should evaluate the
point in time at which the customer has the ability to direct the use of, and obtain
substantially all of the remaining benefits from, the asset. Specifically, this
assessment should be performed from the customer’s perspective (i.e., the entity should
identify when the customer obtains control of the asset, not when the entity
relinquishes control of the asset).
In initial proposals of the revenue standard, some respondents disagreed with excluding
risks and rewards from the standard. Specifically, paragraph BC154 of ASU 2014-09
states, “Respondents observed that risks and rewards can be a helpful factor to consider
when determining the transfer of control, as highlighted by the IASB in IFRS 10,
Consolidated Financial Statements, and can often be a consequence of
controlling an asset.” Consequently, the boards decided to add risks and rewards as an
indicator of control. Although risks and rewards may indicate that control has been
transferred, it is important to remember that this is only an indicator and that an
entity should consider other factors when determining whether revenue should be
recognized.
Paragraph BC155 of ASU 2014-09 states that the indicators in ASC 606-10-25-30 (reproduced above)
“are not a list of conditions that must be met before an entity can conclude that control of a good or
service has transferred to a customer. Instead, the indicators are a list of factors that are often present
if a customer has control of an asset and that list is provided to assist entities in applying the principle of
control.”
The revenue standard does not require any one specific indicator or all of the
indicators listed above to be present for an entity to conclude that revenue should be
recognized at a point in time. In addition, each indicator may not in isolation be
sufficient to demonstrate the transfer of control (as noted in, for example, ASC
606-10-25-30(c) with respect to physical possession of an asset). An entity may therefore
need to perform a careful analysis when one or more indicators are not present and the
entity believes that control has been transferred.
The implementation guidance in
ASC 606-10-55 includes additional guidance on
assessing the transfer of control in certain
contexts, such as repurchase agreements,
consignment arrangements, bill-and-hold
arrangements, customer acceptance, and
trial-and-evaluation arrangements. When it is
appropriate to do so, an entity should apply this
guidance in addition to considering the indicators
in ASC 606-10-25-30.
8.6.1 Impact of Governing Laws on the Determination of When the Control of Goods Is Transferred to a Customer
Typically, an entity would
recognize revenue for the sale of goods at the
point in time when control is transferred to the
customer. As discussed in Section
8.3.1, there are some instances in
which it would be appropriate to recognize revenue
for the transfer of goods over time. However, in
instances in which the entity has concluded that
point-in-time revenue recognition is appropriate,
the timing of revenue may vary depending on the
impact of governing laws. As a result, it is
possible that the timing of revenue recognition
could differ for the sale of the same good in
different jurisdictions. The following are
examples of the impact of governing laws:
-
As indicated in ASC 606-10-25-29 and ASC 606-10-55-14, laws that apply to a contract may affect whether an entity has an enforceable right to payment for performance to date and, consequently, whether revenue should be recognized over time.
-
In some jurisdictions, legal title, which is an indicator of the transfer of control in ASC 606-10-25-30, does not transfer until the customer obtains physical possession of the goods.
-
In some jurisdictions, property transactions (often residential property transactions) and distance sale transactions (such as sales via Internet, phone, mail order, or television) must include a period during which the customer has an absolute legal right to rescind the transaction (sometimes referred to as a “cooling off” period). For such transactions, it may be appropriate for entities to consider the guidance on whether a contract has been identified under ASC 606 and when customer acceptance occurs in determining the timing of revenue recognition.
8.6.2 Timing of Revenue Recognition When a Right of Return Exists
The example below illustrates the timing of revenue recognition when
goods are sold to a distributor with a right of return and the distributor subsequently
resells the goods to a retailer.
Example 8-11
Company LH is a manufacturer of specialized products that
are each embedded with an activation chip. The products are sold through a
distribution chain before ultimately being sold to the end customer. Company
LH initially sells its products to Distributor D, an unrelated party that is
LH’s customer. Title to and physical possession of the products are
transferred to D upon delivery to its warehouse. In addition, D has the right
to pledge any products within its possession as collateral. Once the products
are delivered to D, LH no longer has the right to redirect the products (i.e.,
LH cannot require D to return the products so that LH can sell the products to
another party).
Distributor D then separately negotiates with Retailer R to
resell the products. Title to and physical possession of the products are
transferred to R upon delivery of the products to R’s location. Upon receipt
of the products, R activates the chip embedded in each of them. Once the chip
embedded in a product is activated, R is able to sell the product to an end
user.
Before activation, all parties in the distribution chain
(i.e., R and D) have a general right of return related to the products. Once R
activates the chip embedded in each product, the products may no longer be
returned to LH. That is, LH retains some of the inventory risk (i.e., back-end
inventory risk upon product returns) associated with the products until
activation occurs. In addition, LH has only a right to payment for the
products once the products are activated.
There are no specific acceptance terms in LH’s contracts to
sell the products.
On the basis of the facts and circumstances, LH should
not defer revenue recognition until the products are sold to and
activated by R (i.e., recognize revenue on a sell-through basis). Rather, LH
should recognize revenue when it transfers control of the products to its
customer (i.e., D). As stated in ASC 606-10-25-25, “[c]ontrol of an asset
refers to the ability to direct the use of, and obtain substantially all of
the remaining benefits from, the asset. Control includes the ability to
prevent other entities from directing the use of, and obtaining the benefits
from, an asset.”
To help an entity determine whether control of an asset has
been transferred to a customer, ASC 606-10-25-30 provides the following
indicators:
-
Present right to payment — As noted above, LH does not have a right to payment for the products until R activates the chip embedded in each of them. This may indicate that control of the products is not transferred until the products are sold to R and the chip is activated.
-
Legal title — Legal title of the products is transferred from LH to D upon delivery of the products to D’s warehouse. Although R does not obtain legal title to the products until it obtains physical possession, this indicator focuses on when the entity’s customer obtains legal title. In the example, LH’s customer is D. Therefore, when LH evaluates this indicator, it should focus on when D obtains legal title (i.e., when LH relinquishes legal title to the products). This indicates that control of the products is transferred before the sale to and activation by R — specifically, when the products are delivered to D’s warehouse.
-
Physical possession — Physical possession of the products is transferred to D upon delivery of the products to D’s warehouse, which occurs before the products are sold to R. Further, in accordance with ASC 606-10-55-79 and 55-80, LH has determined that the sale of the products does not represent a consignment arrangement.
-
Significant risks and rewards of ownership — As discussed above, LH retains some of the inventory risk (i.e., back-end inventory risk related to product returns) associated with the products until R activates the chip embedded in each product. This is because D and R have a general right of return related to the products before activation. However, once the products are in D’s warehouse, LH no longer has the ability to redirect the products. Rather, D has the ability to sell the products to its own customers and the right to pledge any products within its possession as collateral. Therefore, most of the risks and rewards of ownership are transferred to D, but others are retained by LH.
-
Customer acceptance — As noted above, there are no specific acceptance terms in LH’s contracts to sell the products. However, D is deemed to have accepted the products upon delivery to D’s warehouse because this is the point in time at which title to and physical possession of the products are transferred to D.
Although LH retains certain risks associated with the
products and is not entitled to payment until R activates the products,
control of the products is transferred upon sale to D because this is the
point in time at which LH no longer has the right to direct the use of the
products and D obtains the right to direct the use of the products. In
addition, LH does not have the ability to prevent D from directing the use of
the products (i.e., by reselling the products to R). Company LH’s transfer of
control is also supported by the fact that legal title to the products is
transferred to D, which is one of the indicators of control in ASC
606-10-25-30. Further, D has the right to obtain substantially all of the
benefits from the products not only through its ability to sell the products
to R (or any other customer) but also through its ability to pledge the
products as collateral. For these reasons, control of the products is
transferred upon delivery of the products to D. Therefore, it would be
inappropriate for LH to defer revenue recognition until the products are sold
to and activated by R. However, LH should estimate the number of products that
it expects will be returned to determine its transaction price in accordance
with ASC 606-10-55-22 and 55-23.
8.6.3 Present Right to Payment for the Asset
ASC 606-10
25-30 [A]n entity shall consider indicators of the transfer of control, which include, but are not limited to, the
following:
- The entity has a present right to payment for the asset — If a customer presently is obliged to pay for an asset, then that may indicate that the customer has obtained the ability to direct the use of, and obtain substantially all of the remaining benefits from, the asset in exchange. . . .
The first indicator that control has been transferred for a performance
obligation satisfied at a point in time is that
the entity has a present right to payment for the
asset (ASC 606-10-25-30(a)). If the customer is
obligated to pay for the asset, this could be an
indicator that control has been transferred to the
customer. As discussed above, this is only an
indicator and is not a requirement for an entity
to conclude that control has been transferred to
the customer and that the entity can recognize
revenue.
8.6.4 Legal Title to the Asset
ASC 606-10
25-30 [A]n entity shall consider indicators of the transfer of control, which include, but are not limited to, the
following: . . .
b. The customer has legal title to the asset — Legal title may indicate which party to a contract has the
ability to direct the use of, and obtain substantially all of the remaining benefits from, an asset or to
restrict the access of other entities to those benefits. Therefore, the transfer of legal title of an asset
may indicate that the customer has obtained control of the asset. If an entity retains legal title solely
as protection against the customer’s failure to pay, those rights of the entity would not preclude the
customer from obtaining control of an asset. . . .
The second indicator that control has been transferred for a performance
obligation satisfied at a point in time is that the customer has legal title to the asset
(ASC 606-10-25-30(b)). The transfer of control typically coincides with the transfer of
legal title. As illustrated in Section
8.6.4.1, there may be limited instances in which the entity retains legal
title to the asset but is not precluded from recognizing revenue.
8.6.4.1 Retention of Title to Enforce Payment (Uniform Commercial Code)
In certain sales transactions,
a seller may retain legal title to an asset after
transferring physical possession of that asset to
its customer. In some countries, it is common for
a seller to retain a form of title until the
customer makes payment so that the seller can
recover the goods in the event of customer default
on payment. In these instances, the seller’s
retention of title does not affect the customer’s
ability to direct the use of, or obtain
substantially all of the remaining benefits from,
the goods. Accordingly, it is appropriate in these
circumstances for the seller to recognize revenue
when the goods are delivered.
A core principle in ASC 606
(specifically, ASC 606-10-25-23) is that revenue is recognized “when (or as) [an] entity
satisfies a performance obligation by transferring a promised good or service (that is,
an asset) to a customer. An asset is transferred when (or as) the customer obtains
control of that asset.” As stated in ASC 606-10-25-25, “[c]ontrol of an asset refers to
the ability to direct the use of, and obtain substantially all of the remaining benefits
from, the asset. Control includes the ability to prevent other entities from directing
the use of, and obtaining the benefits from, an asset.”
In the circumstances
described, control of the goods has been transferred from the seller to the customer
even though title has not. Transfer of title may indicate that control of the asset has
been transferred to the customer, but it is not determinative. ASC 606-10-25-30(b)
specifically states that “[i]f an entity retains legal title solely as protection
against the customer’s failure to pay, those rights of the entity would not preclude the
customer from obtaining control of an asset.” Consequently, as long as other indicators
demonstrate that control of the asset has been transferred to the customer, revenue
should be recognized.
This may be the case even in
the United States, where sales and other
commercial transactions are subject to the Uniform
Commercial Code (UCC). Under the UCC, the
retention of legal title results in the seller’s
retention of rights normally held by an owner of
goods (such as the legal right to directly dispose
of the goods and the right to prohibit the moving,
selling, or other use of the goods). An entity
must carefully evaluate the control indicators and
the overall control principle in these
circumstances to determine when control of a good
is transferred to a customer.
The example below illustrates
this concept.
Example 8-12
Company A is a global mining company whose products —
primarily iron ore pellets — are used in the integrated steel industry.
Company A’s contracts with its customers include a provision under which
title to, and the risk of loss, damage, or destruction of, iron ore pellets
are not transferred to the customer until receipt of payment. This clause is
intended to be protective, and its main objective is to provide additional
protection to A in the event of nonpayment. (For purposes of this example,
assume that collectibility is not in question.) Under these arrangements,
which are governed by the UCC, A will ship the iron ore pellets to the
customer’s facility before receiving payment. Upon delivery of the iron ore
pellets to the customer’s facility, A has a present right to payment (i.e.,
the customer cannot refuse or withhold payment for iron ore pellets that
have been delivered). Because of the nature of the products (tons of iron
ore), once the iron ore pellets have been delivered to the customer’s
facility, it is not practical to physically redirect them to another
location, and physical risk of loss is not substantive since the pellets are
virtually indestructible. Once delivered, the pellets are indistinguishable
from pellets at the customer’s location for which title has been transferred
(i.e., payment has been made). In addition, the contract does not prohibit
the customer from consuming the pellets before payment. That is, the
customer can direct the use of, and obtain the benefits from, the pellets
once the pellets are delivered to the customer’s location.
The table below provides an assessment of indicators that
control has been transferred to the customer.
Notwithstanding that A retains legal title, it is
appropriate for A to recognize revenue upon delivery of the iron ore
pellets. In light of the assessment of the control indicators in the table
above and an assessment of the control principle, control of the iron ore
pellets is transferred from the seller to the customer upon delivery even
though title is not transferred until payment is received. Given the nature
of the product, greater emphasis should be placed on the physical possession
and right to payment indicators because while A may retain the right to
redirect or repossess the goods in the event that the customer does not pay,
A does not have the practical ability to do so. In addition, the risk of
loss is not meaningful in this scenario since the product is virtually
indestructible. Further, the contract does not prohibit the customer from
consuming the goods before payment, and because of the pellets’ physical
location (i.e., at the customer’s location), the customer has the ability to
use the pellets in its own production facilities. Therefore, from the
customer’s perspective, the customer controls the iron ore pellets once the
pellets are delivered to the customer’s location.
8.6.4.2 Evaluating Whether Control Has Been Transferred in a Sale of Real Estate Without a Formal Closing
In certain limited cases, control of real
estate could be transferred to a customer even
though a formal closing has not occurred. For
example, if the escrow holder or trustee has
received all consideration for the sale as well as
the title to the property from the seller but the
formal closing process has not been completed, the
seller may record a sale as of the time the title
was transferred if it has determined that (1)
collectibility is probable, (2) it transferred
control of the real estate to the buyer, and (3)
it satisfied its performance obligations under the
contract.
On the other hand, the lack of a formal closing
(e.g., because of unresolved contingencies) may
indicate that the seller has not fulfilled its
performance obligations under the contract and
therefore has not transferred control of the real
estate.
Sometimes a sale of real estate will be
structured so that title does not pass to the
buyer until part or all of the consideration is
received by the seller without recourse. For
example, if the sale is structured as a “contract
for deed,” title may not be transferred until the
buyer’s obligation to the seller is paid in full.
Generally, a seller may structure a sale as a
contract for deed because of concern that the full
sales price will not be collected. Recognition of
revenue (or gains or losses on sales to
noncustomers) would be inappropriate in this case
if collectibility is not probable.
8.6.5 Transfer of Physical Possession of the Asset
ASC 606-10
25-30 [A]n entity shall consider indicators of the transfer of control, which include, but are not limited to, the
following: . . .
c. The entity has transferred physical possession of the asset — The customer’s physical possession of
an asset may indicate that the customer has the ability to direct the use of, and obtain substantially all
of the remaining benefits from, the asset or to restrict the access of other entities to those benefits.
However, physical possession may not coincide with control of an asset. For example, in some
repurchase agreements and in some consignment arrangements, a customer or consignee may have
physical possession of an asset that the entity controls. Conversely, in some bill-and-hold arrangements,
the entity may have physical possession of an asset that the customer controls. Paragraphs 606-10-
55-66 through 55-78, 606-10-55-79 through 55-80, and 606-10-55-81 through 55-84 provide guidance
on accounting for repurchase agreements, consignment arrangements, and bill-and-hold arrangements,
respectively. . . .
The third indicator that control has been transferred for a performance
obligation satisfied at a point in time is that the entity has transferred physical
possession of the asset to the customer (ASC 606-10-25-30(c)). The customer’s physical
possession of the asset may indicate that the customer has obtained control of the asset.
The standard, however, indicates that physical possession may not coincide with control of
an asset. That is, in some arrangements (e.g., a contract with a repurchase agreement, or
a consignment arrangement), the customer may have physical possession, but another aspect
of the contract indicates that the entity still controls the asset. To the contrary, in a
bill-and-hold arrangement, the entity may retain physical possession of the asset, but
otherwise, the customer has obtained control. See Sections 8.7,
8.6.8, and 8.6.9 for further discussion of repurchase
agreements, consignment arrangements, and bill-and-hold arrangements, respectively.
Connecting the Dots
Sometimes, an entity (e.g., a manufacturer) may sell goods to a
reseller (e.g., distributor or retailer) that then resells the goods to end customers
(e.g., consumers). In situations in which the reseller is the entity’s customer, the
entity should recognize revenue when control of the goods is transferred to the
reseller. However, in certain cases, the reseller may be restricted in its ability to
resell the goods. Common examples include (1) seller-imposed restrictions (e.g., the
entity contractually precludes the reseller from reselling the goods until a certain
date or other event occurs) and (2) restrictions inherent in the goods (e.g., seasonal
or other time-based restrictions not imposed by the seller).
When a reseller is restricted in its ability to resell a good
purchased from an entity, the entity should consider the nature of the restriction
when determining whether control of the good has been transferred to the reseller
(i.e., the entity’s customer). Seller-imposed restrictions that affect the reseller’s
ability to direct the use of and obtain substantially all of the remaining benefits
from the good would suggest that control of the good has not been transferred to the
reseller.
For example, if a seller transfers physical custody of a good to a
reseller but does not permit the reseller to sell that good to a third party until
some future date, and the underlying good does not have any benefit to the reseller
other than through the resale of the good, it is likely that control of the good has
not been transferred. That is, the reseller cannot direct the use of or obtain
substantially all of the remaining benefits from the good. In such a case, the entity
should not recognize revenue until the seller-imposed restriction lapses.
However, if the restriction is inherent in the good rather than
imposed by the seller, the reseller may have obtained control of the good (since the
restriction would be inherent in how and when the benefits of controlling the good are
derived).
Example 8-13
Entity P, a publisher, ships copies of a new book to
Entity R, a retailer. Entity P’s terms of sale restrict R’s right to
resell copies of the book to its customers (i.e., end customers and other
resellers) for several weeks to ensure a consistent release date across
all retailers. Further, P has the right and ability to either shorten or
extend the amount of time before R can resell copies of the book up to the
release date. Entity P is required to recognize revenue when, after
considering the indicators of control in ASC 606-10-25-30, it determines
that control of the goods has been transferred to R.
Entity P should not recognize revenue until the
time-based restriction lapses and R can resell copies of the book.
Although R has physical possession of the copies, it does not have the
ability to direct the use of and receive all of the remaining benefits
from the copies since it is unable to resell them before the release date.
Therefore, control of the copies has not been transferred to R.
Example 8-14
On January 1, Entity L, a clothing manufacturer, ships
shorts and swimwear to Entity C, a retailer. Entity L does not explicitly
restrict C from reselling the clothing until a certain date (i.e., there
are no seller-imposed restrictions on the resale of the clothing).
However, C decides not to make the clothing available for resale until
March 1 because it has determined on the basis of its experience that
consumers do not buy shorts and swimwear for the upcoming summer until
March. Entity C believes that it would be more beneficial to continue to
display jeans and sweaters during January and February.
Although C is restricted in its ability to resell the
clothing until March 1, this restriction is due to the seasonal nature of
the clothing, which is a restriction that is inherent in the good. Entity
L concludes that control of the clothing is transferred to C on January 1.
Therefore, L should recognize revenue from the sale of the clothing to C
on January 1.
8.6.6 Significant Risks and Rewards of Ownership
ASC 606-10
25-30 [A]n entity shall consider indicators of the transfer of control, which include, but are not limited to, the
following: . . .
d. The customer has the significant risks and rewards of ownership of the asset — The transfer of the
significant risks and rewards of ownership of an asset to the customer may indicate that the customer
has obtained the ability to direct the use of, and obtain substantially all of the remaining benefits
from, the asset. However, when evaluating the risks and rewards of ownership of a promised asset,
an entity shall exclude any risks that give rise to a separate performance obligation in addition to the
performance obligation to transfer the asset. For example, an entity may have transferred control of an
asset to a customer but not yet satisfied an additional performance obligation to provide maintenance
services related to the transferred asset. . . .
The fourth indicator that control has been transferred for a performance
obligation satisfied at a point in time is that the entity has transferred the significant
risks and rewards of ownership to the customer (ASC 606-10-25-30(d)). While the revenue
standard shifts from a risks-and-rewards-based approach to a control-based approach, the
boards intentionally included the “customer has the significant risks and rewards of
ownership of the asset” as an indicator because it is still a helpful factor in the
determination of whether control has been transferred to the customer. In addition, it can
often be a consequence of controlling the asset. This indicator was intended to provide
additional guidance on determining whether control has been transferred to the customer
and does not change the principle of determining whether the goods or services have been
transferred to the customer on the basis of control.
8.6.7 Customer Acceptance
ASC 606-10
25-30 [A]n entity shall consider indicators of the transfer of control, which include, but are not limited to, the
following: . . .
e. The customer has accepted the asset — The customer’s acceptance of an asset may indicate that it has
obtained the ability to direct the use of, and obtain substantially all of the remaining benefits from, the
asset. To evaluate the effect of a contractual customer acceptance clause on when control of an asset is
transferred, an entity shall consider the guidance in paragraphs 606-10-55-85 through 55-88.
The fifth and final indicator that control has been transferred for a
performance obligation satisfied at a point in time is that the customer has accepted the
asset (ASC 606-10-25-30(e)).
ASC 606-10
55-85 In accordance with paragraph 606-10-25-30(e), a customer’s acceptance of an asset may indicate
that the customer has obtained control of the asset. Customer acceptance clauses allow a customer to
cancel a contract or require an entity to take remedial action if a good or service does not meet agreed-upon
specifications. An entity should consider such clauses when evaluating when a customer obtains control of a
good or service.
55-86 If an entity can objectively determine that
control of a good or service has been transferred to the customer in
accordance with the agreed-upon specifications in the contract, then customer
acceptance is a formality that would not affect the entity’s determination of
when the customer has obtained control of the good or service. For example, if
the customer acceptance clause is based on meeting specified size and weight
characteristics, an entity would be able to determine whether those criteria
have been met before receiving confirmation of the customer’s acceptance. The
entity’s experience with contracts for similar goods or services may provide
evidence that a good or service provided to the customer is in accordance with
the agreed-upon specifications in the contract. If revenue is recognized
before customer acceptance, the entity still must consider whether there are
any remaining performance obligations (for example, installation of equipment)
and evaluate whether to account for them separately.
55-87 However, if an entity cannot objectively determine that the good or service provided to the customer
is in accordance with the agreed-upon specifications in the contract, then the entity would not be able to
conclude that the customer has obtained control until the entity receives the customer’s acceptance. That is
because, in that circumstance the entity cannot determine that the customer has the ability to direct the use of,
and obtain substantially all of the remaining benefits from, the good or service.
55-88 If an entity delivers products to a customer for trial or evaluation purposes and the customer is not
committed to pay any consideration until the trial period lapses, control of the product is not transferred to the
customer until either the customer accepts the product or the trial period lapses.
The significance of a customer acceptance clause in a contract can vary. For
example, in some cases, a customer acceptance condition can be included as a substantive
clause in a contract in which it is clear (perhaps even determinative) that without
customer acceptance, control of the asset has not been transferred to the customer. In
other circumstances, a customer acceptance provision may not be explicit in the contract,
or customer acceptance may be objectively determinable by the entity even before shipment
to the customer. Therefore, it is important for the entity to consider the facts and
circumstances of the arrangement as it considers the control indicators and, in
particular, the guidance on evaluating customer acceptance in the overall assessment of
transfer of control. Particularly in circumstances in which the entity cannot objectively
conclude that the customer has accepted the asset, the entity may not be able to conclude
that control has been transferred to the customer.
The decision tree below illustrates the considerations relevant to customer acceptance provisions.
8.6.8 Consignment Arrangements
Although physical possession is an indicator that control has been transferred
to the customer, ASC 606-10- 25-30(c) cautions that there are some arrangements in which
physical possession may not be indicative of control. One example is a consignment
arrangement.
ASC 606-10
55-79 When an entity delivers a product to another party (such as a dealer or a distributor) for sale to end
customers, the entity should evaluate whether that other party has obtained control of the product at that
point in time. A product that has been delivered to another party may be held in a consignment arrangement
if that other party has not obtained control of the product. Accordingly, an entity should not recognize revenue
upon delivery of a product to another party if the delivered product is held on consignment.
55-80 Indicators that an arrangement is a consignment arrangement include, but are not limited to, the
following:
- The product is controlled by the entity until a specified event occurs, such as the sale of the product to a customer of the dealer, or until a specified period expires.
- The entity is able to require the return of the product or transfer the product to a third party (such as another dealer).
- The dealer does not have an unconditional obligation to pay for the product (although it might be required to pay a deposit).
Under ASC 606, products delivered to a consignee in accordance with a
consignment arrangement generally are not sales and do not qualify for revenue recognition
until the consignee sells the products to a third party, at which point control of the
products is transferred from the consignor to the third party. It is not uncommon for the
consignee to obtain flash title before title is transferred to the third party. Entities
should use judgment and consider the indicators in ASC 606-10-55-80 to assess whether an
arrangement is a consignment arrangement, particularly when the seller no longer has
physical possession of goods but has retained control of such goods through its ongoing
rights, such as its right to repossess the products or redirect the products to another
party.
Connecting the Dots
The guidance in ASC 606-10-55-79 and 55-80 addresses consignment
arrangements in which control of a product is not transferred to a consignee when the
product is delivered to the consignee. However, that guidance does not address whether
the consignee is acting as a principal or as an agent in the sale of the product to
the end customer. Although it is possible that the consignee is acting as a principal,
particularly if it obtains control of the product before the product is
transferred to the end customer and is primarily responsible for the fulfillment of
the product, entities should carefully evaluate all facts and circumstances in making
that determination. See Chapter
10 for further discussion of principal-versus-agent considerations.
8.6.9 Bill-and-Hold Arrangements
Conversely to a customer in a consignment arrangement, a customer in a
bill-and-hold arrangement may obtain control of the good before obtaining physical
possession. Customers may request that arrangements be designed this way to meet certain
needs. For example, a customer may have limited storage capacity or may not be able to
immediately use the goods. Under such circumstances, the customer may request that the
vendor hold the goods for some period, but the customer is nonetheless committed to
purchase the goods.
ASC 606-10
55-81 A bill-and-hold arrangement is
a contract under which an entity bills a customer for a product but the entity
retains physical possession of the product until it is transferred to the
customer at a point in time in the future. For example, a customer may request
an entity to enter into such a contract because of the customer’s lack of
available space for the product or because of delays in the customer’s
production schedules.
55-82 An entity should determine when
it has satisfied its performance obligation to transfer a product by
evaluating when a customer obtains control of that product (see paragraph
606-10-25-30). For some contracts, control is transferred either when the
product is delivered to the customer’s site or when the product is shipped,
depending on the terms of the contract (including delivery and shipping
terms). However, for some contracts, a customer may obtain control of a
product even though that product remains in an entity’s physical possession.
In that case, the customer has the ability to direct the use of, and obtain
substantially all of the remaining benefits from, the product even though it
has decided not to exercise its right to take physical possession of that
product. Consequently, the entity does not control the product. Instead, the
entity provides custodial services to the customer over the customer’s
asset.
55-83 In addition to applying the
guidance in paragraph 606-10-25-30, for a customer to have obtained control of
a product in a bill-and-hold arrangement, all of the following criteria must
be met:
-
The reason for the bill-and-hold arrangement must be substantive (for example, the customer has requested the arrangement).
-
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 have the ability to use the product or to direct it to another customer.
55-84 If an entity recognizes revenue
for the sale of a product on a bill-and-hold basis, the entity should consider
whether it has remaining performance obligations (for example, for custodial
services) in accordance with paragraphs 606-10-25-14 through 25-22 to which
the entity should allocate a portion of the transaction price in accordance
with paragraphs 606-10-32-28 through 32-41.
Example 63 — Bill-and-Hold Arrangement
55-409 An entity enters into a
contract with a customer on January 1, 20X8, for the sale of a machine and
spare parts. The manufacturing lead time for the machine and spare parts is
two years.
55-410 Upon completion of
manufacturing, the entity demonstrates that the machine and spare parts meet
the agreed-upon specifications in the contract. The promises to transfer the
machine and spare parts are distinct and result in two performance obligations
that each will be satisfied at a point in time. On December 31, 20X9, the
customer pays for the machine and spare parts but only takes physical
possession of the machine. Although the customer inspects and accepts the
spare parts, the customer requests that the spare parts be stored at the
entity’s warehouse because of its close proximity to the customer’s factory.
The customer has legal title to the spare parts, and the parts can be
identified as belonging to the customer. Furthermore, the entity stores the
spare parts in a separate section of its warehouse, and the parts are ready
for immediate shipment at the customer’s request. The entity expects to hold
the spare parts for two to four years, and the entity does not have the
ability to use the spare parts or direct them to another customer.
55-411 The entity identifies the
promise to provide custodial services as a performance obligation because it
is a service provided to the customer and it is distinct from the machine and
spare parts. Consequently, the entity accounts for three performance
obligations in the contract (the promises to provide the machine, the spare
parts, and the custodial services). The transaction price is allocated to the
three performance obligations and revenue is recognized when (or as) control
transfers to the customer.
55-412 Control of the machine
transfers to the customer on December 31, 20X9, when the customer takes
physical possession. The entity assesses the indicators in paragraph
606-10-25-30 to determine the point in time at which control of the spare
parts transfers to the customer, noting that the entity has received payment,
the customer has legal title to the spare parts, and the customer has
inspected and accepted the spare parts. In addition, the entity concludes that
all of the criteria in paragraph 606-10-55-83 are met, which is necessary for
the entity to recognize revenue in a bill-and-hold arrangement. The entity
recognizes revenue for the spare parts on December 31, 20X9, when control
transfers to the customer.
55-413 The performance obligation to
provide custodial services is satisfied over time as the services are
provided. The entity considers whether the payment terms include a significant
financing component in accordance with paragraphs 606-10-32-15 through
32-20.
The example below illustrates how to determine whether it is appropriate
to recognize revenue from the sale of a product in a bill-and-hold arrangement.
Example 8-15
Company A manufactures its product only after receiving
noncancelable purchase orders. At the end of the reporting period, customers
from whom noncancelable purchase orders have been received may not yet be
ready to take delivery of the product for various reasons (e.g., insufficient
storage space, sufficient supply of the product in the customer’s distribution
channel, delays in the customer’s production schedule). Accordingly, at a
customer’s request, A arranges to store the product either segregated in A’s
own warehouse or in a third-party warehouse. While the product is in storage,
A has risk of loss or damage to the product. In addition, A retains legal
title to the product, and payment by the customer depends on delivery to a
customer-specified site.
ASC 606-10-55-83 provides that to recognize revenue from the
sale of a product in a bill-and-hold arrangement, an entity must meet the
requirements in ASC 606-10-25-30 related to the transfer of control in
addition to the bill-and-hold criteria in ASC 606-10-55-83. Indicators of the
transfer of control applicable to bill-and-hold arrangements include the
following (text quoted from ASC 606-10-25-30):
-
“The entity has a present right to payment for the asset.”
-
“The customer has legal title to the asset.”
-
“The customer has the significant risks and rewards of ownership of the asset.”
-
“The customer has accepted the asset.”
In this case, the customer is not presently obligated to pay
for the product, A retains legal title, and the customer does not have the
significant risks and rewards of ownership. Therefore, even if the entity
meets the bill-and-hold criteria in ASC 606-10-55-83, the customer does not
control the product, and revenue cannot be recognized.
8.6.10 Shipping Terms
For point-in-time revenue recognition, shipping terms may affect the point in
time at which the entity recognizes revenue. Therefore, entities should carefully assess
the indicators in ASC 606-10-25-30 to determine the point in time at which control
transfers to the customer by considering the shipping terms in the contract. In addition
to assessing step 5, entities should consider the guidance in step 2 of the revenue
standard on determining the nature of the promises (i.e., identifying performance
obligations), as outlined in Chapter
5. Specifically, step 2 addresses (1) the determination of when shipping and
handling is a performance obligation and (2) the FASB’s related practical expedient.
If it is determined that revenue should be recognized at a point in
time, an analysis of the shipping terms will form part of the assessment of when control
passes. This is because shipping terms will typically specify when title passes and will
typically also affect when the risks and rewards of ownership are transferred to the
customer; accordingly, they will be relevant in the assessment of two of the five
indicators of transfer of control listed in ASC 606-10-25-30.
When goods are shipped FOB shipping point, title passes to the buyer
when the goods are shipped, and the buyer is responsible for any loss in transit. On the
other hand, when goods are shipped FOB destination, title does not pass to the buyer until
delivery, and the seller is responsible for any loss in transit.
8.6.10.1 Impact of Unspecified Shipping Terms
If a written sales contract does not explicitly set out shipping
terms, the following should be taken into account in the determination of when control
of the goods has been transferred to the customer:
-
The standard shipping terms in the jurisdiction and in the industry.
-
The legal environment of whichever jurisdiction governs the sale transaction.
-
The entity’s customary business practices, to the extent that they would be relevant to the contractual terms.
8.6.10.2 Goods Shipped FOB Destination but Shipping Company Assumes Risk of Loss
Generally, when goods are shipped with standard FOB destination
shipping terms, control of the goods will be transferred to the customer when the goods
arrive at the point of the agreed destination. However, entities should carefully
consider both the terms of the contract and other relevant facts and circumstances to
determine when control of the goods is transferred to the customer, especially when a
contract contains other than standard shipping terms.
The example below illustrates how to determine whether it is
appropriate to recognize revenue when goods are shipped FOB destination but a
third-party shipping company assumes the risk of loss.
Example 8-16
Company A, which sells goods FOB destination (i.e., title
does not pass to the buyer until the goods reach the agreed destination), is
responsible for any loss in transit. To protect itself from loss, A
contracts with the shipping company for the shipping company to assume total
risk of loss while the goods are in transit.
Company A has not satisfied the performance obligation
when the goods are shipped; the performance obligation is to provide the
customer with the goods, whose title, risks and rewards of ownership, and
physical possession will only be passed to the customer when the goods reach
the agreed destination. Further, the fact that A has managed its risk while
the goods are in transit by having a contract with the shipping company does
not mean that it has transferred control of the goods to the customer at the
time when the goods are shipped.
After performing the above analysis, A determines that
control does not pass to the customer until the goods reach the agreed
destination. Therefore, it is not appropriate for A to recognize revenue
when the goods are shipped.
8.6.10.3 “Synthetic FOB Destination” Shipping Terms
Certain companies that ship goods use FOB shipping point terms but
have practices or arrangements with their customers that result in the seller’s
continuing to bear risk of loss or damage while the goods are in transit. If there is
damage or loss, the seller is obligated to provide (or has a practice of providing) the
buyer with replacement goods at no additional cost. The seller may insure this risk with
a third party or “self-insure” the risk (however, the seller is not acting solely as the
buyer’s agent in arranging shipping and insurance in the arrangements). These types of
shipping terms are commonly referred to as “synthetic FOB destination” shipping terms
because the seller has retained the risk of loss or damage during transit so that
all of the risks and rewards of ownership have not been substantively
transferred to the buyer.
In evaluating arrangements with synthetic FOB destination shipping
terms, a seller would first be required to determine whether control of a promised good is
transferred over time (in accordance with specific criteria provided in ASC 606); if
control is not transferred over time, the performance obligation would be deemed to be
satisfied at a point in time. Under ASC 606-10-25-30, if control of the good (promised
asset) is transferred at a point in time, the seller would consider indicators in
determining the point at which the customer obtains control of the asset. The seller would
be required to use judgment in applying the guidance to evaluate the impact of shipping
terms and practices on the determination of when control of the good is transferred to the
customer.
Under typical, unmodified FOB shipping point terms, the seller usually
has a legal right to payment upon shipment of the goods; title and risk of loss of/damage
to the shipped goods are transferred to the buyer, and the seller transfers physical
possession of the shipped goods (under the assumption that the buyer, not the seller, has
the ability to redirect or otherwise control the shipment through the shipping entity).
Shipping terms generally do not affect a customer acceptance term, which the seller would
have to evaluate separately to determine its impact on when control of a good is
transferred to the buyer. However, if the seller can objectively determine that the
shipped goods meet the agreed-upon specifications in the contract with the buyer, customer
acceptance would be deemed a formality, as noted in ASC 606-10-55-86. Therefore, under
typical unmodified FOB shipping point terms, the buyer would obtain control of the shipped
goods, and revenue (subject to the other requirements of ASC 606) would be recognized upon
shipment.
The typical FOB shipping point terms as described above may be modified
in such a way that a seller is either (1) obligated to the buyer to replace goods lost or
damaged in transit (a legal obligation) or (2) not obligated but has a history of
replacing any damaged or lost goods at no additional cost (a constructive obligation).
Such an obligation is an indicator that the seller would need to consider in determining
when the buyer has obtained control of the shipped goods. In these situations, the seller
should evaluate whether the buyer has obtained the “significant” risks and rewards of
ownership of the shipped goods even though the seller maintains the risk of loss of/damage
to the goods during shipping. Such evaluation would include (1) a determination of how the
obligation assumed by the seller affects the buyer’s ability to sell, exchange, pledge, or
otherwise use the asset (as noted in ASC 606-10-25-25) and (2) a consideration of the
likelihood and potential materiality of lost or damaged goods during shipping. The
determination of whether the significant risks and rewards have been transferred would
constitute only one indicator (not in itself determinative) of whether the buyer has
obtained control of the shipped goods and should be considered along with the other four
indicators in ASC 606-10-25-30. Recognition of revenue upon shipment (subject to the other
requirements of ASC 606) would be appropriate if the seller concludes that the buyer has
obtained “control” of the goods upon shipment (on the basis of an overall evaluation of
the indicators in ASC 606-10-25-30 and other guidance in ASC 606) even if the seller
retains some of the risks of the shipped goods.
Connecting the Dots
It is important to understand the shipping terms of an arrangement
to determine when control of the good is transferred to the customer. This is because
the shipping terms often trigger some of the key control indicators (e.g., transfer of
title and present right to payment). Therefore, a careful evaluation of shipping terms
is critical to the assessment of transfer of control.
While the fact that the customer has the significant risks and
rewards of ownership is an indicator of control, that indicator may be overcome by the
other indicators of control. As a result, it may be appropriate to recognize revenue
upon shipment when the terms are FOB shipping point, even in instances in which the
entity retains the risks associated with loss or damage of the products during
shipment.
When FOB shipping point fact patterns are reassessed and control is
determined to be transferred upon shipment, the seller should consider whether the
risk of loss or damage that it assumed during shipping gives rise to another
performance obligation (a distinct service-type obligation) that needs to be accounted
for separately in accordance with the revenue standard. For example, such risk may
represent another performance obligation if goods are frequently lost or damaged
during shipping.
Further, entities should consider the practical expedient under U.S.
GAAP (ASC 606-10- 25-18B, added by ASU 2016-10) that allows entities the option
to treat shipping and handling activities that occur after control of the good is
transferred to the customer as fulfillment activities. Entities that elect to use this
practical expedient would not need to account for the shipping and handling as a
separate performance obligation. Refer to Section 5.2.4.3 for additional information.
8.7 Repurchase Agreements
ASC 606-10
25-26 When evaluating whether a customer obtains control of an asset, an entity shall consider any agreement
to repurchase the asset (see paragraphs 606-10-55-66 through 55-78).
An entity that enters into a contract for the sale of an asset may also enter into an agreement to
repurchase the asset. The repurchased asset may be the same asset originally sold, an asset that is
substantially the same as the originally sold asset, or an asset of which the asset originally sold is a
component. The repurchase agreement may be either a part of the original contract or a separate
contract; however, the terms of the repurchase are agreed upon at inception of the initial contract.
An arrangement in which the entity subsequently decides to repurchase the asset after transferring
control would not constitute a repurchase agreement. Paragraph BC423 of ASU 2014-09 states that the FASB and IASB decided that a subsequent agreement would not constitute a repurchase agreement
because “the entity’s subsequent decision to repurchase a good without reference to any pre-existing
contractual right does not affect the customer’s ability to direct the use of, and obtain substantially all of
the remaining benefits from, the good upon initial transfer.”
The boards considered repurchase agreements in developing the guidance on
control since repurchase agreements may affect whether the entity is able to conclude that
control of the asset has been transferred to the customer. The revenue standard sets out
three ways a repurchase agreement would typically occur (forward, call option, and put
option). When the entity has an obligation or right to repurchase the asset (forward or call
option), it is precluded from concluding that control has been transferred to the customer
given the nature of these options and should account for the contract as a lease or
financing arrangement. When the arrangement includes a put option (an obligation for the
entity to repurchase the asset at the customer’s request), the entity will need to exercise
more judgment to determine whether the customer has a significant economic incentive to
exercise that right.
ASC 606-10
55-66 A repurchase agreement is a contract in which an entity sells an asset and also promises or has the
option (either in the same contract or in another contract) to repurchase the asset. The repurchased asset may
be the asset that was originally sold to the customer, an asset that is substantially the same as that asset, or
another asset of which the asset that was originally sold is a component.
55-67 Repurchase agreements generally come in three forms:
- An entity’s obligation to repurchase the asset (a forward)
- An entity’s right to repurchase the asset (a call option)
- An entity’s obligation to repurchase the asset at the customer’s request (a put option).
8.7.1 Forward or Call Option
ASC 606-10
55-68 If an entity has an obligation or a right to
repurchase the asset (a forward or a call option), a customer does not obtain
control of the asset because the customer is limited in its ability to direct
the use of, and obtain substantially all of the remaining benefits from, the
asset even though the customer may have physical possession of the asset.
Consequently, the entity should account for the contract as either of the
following:
- A lease in accordance with Topic 842 on leases, if the entity can or must repurchase the asset for an amount that is less than the original selling price of the asset unless the contract is part of a sale and leaseback transaction. If the contract is part of a sale and leaseback transaction, the entity should account for the contract as a financing arrangement and not as a sale and leaseback transaction in accordance with Subtopic 842-40.
- A financing arrangement in accordance with paragraph 606-10-55-70, if the entity can or must repurchase the asset for an amount that is equal to or more than the original selling price of the asset.
55-69 When comparing the repurchase price with the selling price, an entity should consider the time value of
money.
55-70 If the repurchase agreement is a financing arrangement, the entity should continue to recognize the
asset and also recognize a financial liability for any consideration received from the customer. The entity should
recognize the difference between the amount of consideration received from the customer and the amount
of consideration to be paid to the customer as interest and, if applicable, as processing or holding costs (for
example, insurance).
55-71 If the option lapses unexercised, an entity should derecognize the liability and recognize revenue.
The graphic below illustrates the application of this guidance to transactions
involving forward or call options that are not sale-and-leaseback transactions.
The following example in ASC 606 illustrates how a repurchase agreement that includes a call option
would be accounted for as a financing arrangement:
ASC 606-10
Example 62 — Repurchase Agreements
55-401 An entity enters into a contract with a customer for the sale of a tangible asset on January 1, 20X7, for
$1 million.
Case A — Call Option: Financing
55-402 The contract includes a call option that gives the entity the right to repurchase the asset for
$1.1 million on or before December 31, 20X7.
55-403 Control of the asset does not transfer to the customer on January 1, 20X7, because the entity has a
right to repurchase the asset and therefore the customer is limited in its ability to direct the use of, and obtain
substantially all of the remaining benefits from, the asset. Consequently, in accordance with paragraph 606-10-
55-68(b), the entity accounts for the transaction as a financing arrangement because the exercise price is more
than the original selling price. In accordance with paragraph 606-10-55-70, the entity does not derecognize
the asset and instead recognizes the cash received as a financial liability. The entity also recognizes interest
expense for the difference between the exercise price ($1.1 million) and the cash received ($1 million), which
increases the liability.
55-404 On January 1, 20X7, the option lapses unexercised; therefore, the entity derecognizes the liability and
recognizes revenue of $1.1 million.
8.7.1.1 Contingent Repurchase Agreements
ASC 606-10-55-68 states, in part, that “[i]f an entity has an
obligation or a right to repurchase the asset (a forward or a call option), a customer
does not obtain control of the asset because the customer is limited in its ability to
direct the use of, and obtain substantially all of the remaining benefits from, the
asset even though the customer may have physical possession of the asset.” In some
situations, an entity may exercise its call option (i.e., repurchase the asset) only
upon the occurrence of a future event (e.g., termination of the contract).
The presence of a right to repurchase an asset typically precludes an entity’s customer
from obtaining control of that asset and therefore typically precludes the entity from
recognizing revenue from the sale of that asset. This conclusion is based on the notion
that the customer is limited in its ability to direct the use of, and obtain
substantially all of the remaining benefits from, the asset. Therefore, it is important
for the entity to consider whether the contingency related to the call option limits the
customer’s ability to direct the use of, and obtain substantially all of the remaining
benefits from, the asset. Specifically, when determining whether the contingent call
option affects the customer’s ability to control the asset, the entity should consider
whether the triggering of the contingency is within the entity’s or the customer’s
control.
Repurchase options that are contingent on factors within the entity’s control would
generally imply that the customer has not obtained control of the asset. In such cases,
the entity should account for the contract as a lease or financing arrangement in a
manner consistent with the guidance in ASC 606-10-55-68. Alternatively, repurchase
options that are contingent on factors within the customer’s control may imply that the
customer has the ability to determine whether the call option may be exercised. For
example, if an entity can repurchase an asset sold to a customer only in the event that
the customer terminates the contract for convenience (i.e., the entity does not have a
right to terminate the contract), the triggering of the call option is within the
customer’s control. In that situation, the entity may reasonably conclude that the
customer obtains control of the asset even though there is a contingent call option.
8.7.1.2 Accounting for Contracts With a Right to Recall a Product After Its “Sell-By” Date
Certain contracts, such as those between a perishable goods supplier
(the “entity”) and its customer, include provisions permitting or obligating the entity
to remove (and sometimes replace) out-of-date products (e.g., to ensure that the end
consumers receive a certain level of product quality or freshness, or both). Under these
circumstances, the entity does not have the unconditional right or obligation to
repurchase the products at any time from the customer. Rather, the products must be past
their “sell-by date” before the entity would repurchase the goods.
A call option or forward that is dependent on the passing of an
expiration date (such as the one discussed above) does not require a transaction to be
accounted for as a lease or financing, in accordance with ASC 606-10-55-68. In the type
of scenario described above, it would be appropriate for the entity to account for such
an arrangement in a manner similar to the accounting for a sale with a right of return
(i.e., as variable consideration) rather than as a lease or a financing transaction.
In lease or financing arrangements, the customer does not have the
ability to control the asset for the asset’s economic life. This is because in these
arrangements, the customer is constrained in its ability to direct the use of, and
obtain substantially all of the remaining benefits from, the asset. For example, in a
lease arrangement, the customer may not sell the asset even though it has physical
possession of the asset. However, in the type of scenario described above, a customer is
free to sell, consume, or otherwise direct the use of the product unless the product becomes out of date. That is, the entity’s call option in such
a scenario is a protective right to recall the goods upon their expiration, which does
not prevent the customer from controlling the asset (i.e., selling it) before the
asset’s sell-by date.
8.7.1.3 Sale of a Commodity That Is Subject to an Agreement to Repurchase the Commodity at Its Prevailing Market Price on the Date of Repurchase
ASC 606-10-55-68 provides that when an entity sells an asset to a
customer but has an obligation or a right to repurchase the asset (a forward or a call
option), the customer “does not obtain control of the asset because the customer is
limited in its ability to direct the use of, and obtain substantially all of the
remaining benefits from, the asset even though the customer may have physical possession
of the asset.” Consequently, the entity should account for the contract as either (1) a
lease in accordance with ASC 842 (if the repurchase price of the forward or call option
is less than the original selling price) or (2) a financing arrangement in accordance
with ASC 606-10-55-70 (if the exercise price of the forward or call option is equal to
or greater than the original selling price). The accounting treatment of a repurchase at
market price (which could be greater than, less than, or equal to the original selling
price) is not specifically addressed.
If an entity sells a quantity of a commodity to a customer but has an
obligation or a right to repurchase an equivalent amount of that commodity (i.e., an
asset that is substantially the same as that originally sold) at the prevailing market
price for that commodity, the entity is not always precluded from recognizing a
sale for the original commodity.
Although ASC 606-10-55-68 precludes an entity from recognizing revenue
when a contract includes a forward or call option, this guidance is based on the notion
that control of the asset has not passed to the entity’s customer “because the customer
is limited in its ability to direct the use of, and obtain substantially all of the
remaining benefits from, the asset.” Similarly, paragraph BC424 of ASU 2014-09 notes
that the FASB’s and IASB’s rationale for concluding that no revenue should be recognized
when an entity holds a forward or call option to repurchase an asset is that the
entity’s customer does not obtain control of the asset.
As acknowledged in paragraph BC425 of ASU 2014-09, in circumstances in
which a substantially similar asset is readily available in the marketplace (which may
be the case for a commodity), an entity’s agreement with a customer to repurchase an
asset at the asset’s prevailing market price on the date of repurchase may not constrain
the customer’s ability to direct the use of, and obtain substantially all of the
remaining benefits from, the asset originally sold. Accordingly, it is important to
consider whether an entity’s obligation or right to repurchase a substantially similar
commodity does, in fact, limit the ability of the entity’s customer to control the
commodity originally sold. This will depend on a careful analysis of the specific facts
and circumstances.
If the entity’s customer is in any way limited in its ability to
direct the use of, and obtain substantially all of the remaining benefits from, the
asset originally sold, the entity should not account for the contract as a sale but
instead should account for the contract in accordance with the contract’s nature (e.g.,
as a lease or financing arrangement). In addition, the entity should consider whether
the contract includes any other element, such as payment for transport of the commodity,
which should be accounted for separately.
However, if there is sufficient evidence to demonstrate that the
entity’s customer is not limited in its ability to direct the use of, and obtain
substantially all of the remaining benefits from, the asset (and, therefore, that
control of the asset has clearly been transferred to the customer), the entity should
account for the contract as a sale in accordance with ASC 606. For this to be possible,
it would be necessary that (1) the customer could readily source the equivalent
commodities and the requisite quantities at the appropriate time and in the appropriate
location to satisfy the requirements of the forward or call option and (2) the
repurchase price to be paid is equivalent to the prevailing market price on the date of
repurchase.
8.7.2 Put Option
ASC 606-10
55-72 If an entity has an obligation to repurchase
the asset at the customer’s request (a put option) at a price that is lower
than the original selling price of the asset, the entity should consider at
contract inception whether the customer has a significant economic incentive
to exercise that right. The customer’s exercising of that right results in the
customer effectively paying the entity consideration for the right to use a
specified asset for a period of time. Therefore, if the customer has a
significant economic incentive to exercise that right, the entity should
account for the agreement as a lease in accordance with Topic 842 on leases
unless the contract is part of a sale and leaseback transaction. If the
contract is part of a sale and leaseback transaction, the entity should
account for the contract as a financing arrangement and not as a sale and
leaseback transaction in accordance with Subtopic 842-40.
55-73 To determine whether a customer has a significant economic incentive to exercise its right, an entity
should consider various factors, including the relationship of the repurchase price to the expected market
value of the asset at the date of the repurchase and the amount of time until the right expires. For example, if
the repurchase price is expected to significantly exceed the market value of the asset, this may indicate that the
customer has a significant economic incentive to exercise the put option.
55-74 If the customer does not have a significant economic incentive to exercise its right at a price that is lower
than the original selling price of the asset, the entity should account for the agreement as if it were the sale of a
product with a right of return as described in paragraphs 606-10-55-22 through 55-29.
55-75 If the repurchase price of the asset is equal to or greater than the original selling price and is more than
the expected market value of the asset, the contract is in effect a financing arrangement and, therefore, should
be accounted for as described in paragraph 606-10-55-70.
55-76 If the repurchase price of the asset is equal to or greater than the original selling price and is less than
or equal to the expected market value of the asset, and the customer does not have a significant economic
incentive to exercise its right, then the entity should account for the agreement as if it were the sale of a
product with a right of return as described in paragraphs 606-10-55-22 through 55-29.
55-77 When comparing the repurchase price with the selling price, an entity should consider the time value of
money.
55-78 If the option lapses unexercised, an entity should derecognize the liability and recognize revenue.
The flowchart below illustrates the application of this guidance to transactions
involving a put option held by the customer.
The following example in ASC 606 illustrates how a repurchase agreement that includes a put option
would be accounted for as a lease:
ASC 606-10
Example 62 — Repurchase Agreements
55-401 An entity enters into a contract with a customer for the sale of a tangible asset on January 1, 20X7, for
$1 million.
[Case A omitted8]
Case B — Put Option: Lease
55-405 Instead of having a call option [as in Case A], the contract includes a put option that obliges the entity
to repurchase the asset at the customer’s request for $900,000 on or before December 31, 20X7. The market
value is expected to be $750,000 on December 31, 20X7.
55-406 At the inception of the contract, the entity assesses whether the customer has a significant economic
incentive to exercise the put option, to determine the accounting for the transfer of the asset (see paragraphs
606-10-55-72 through 55-78). The entity concludes that the customer has a significant economic incentive to
exercise the put option because the repurchase price significantly exceeds the expected market value of the
asset at the date of repurchase. The entity determines there are no other relevant factors to consider when
assessing whether the customer has a significant economic incentive to exercise the put option. Consequently,
the entity concludes that control of the asset does not transfer to the customer because the customer is
limited in its ability to direct the use of, and obtain substantially all of the remaining benefits from, the asset.
55-407 In accordance with paragraphs 606-10-55-72
through 55-73, the entity accounts for the transaction as a lease in
accordance with Topic 842 on leases.
8.7.2.1 Accounting for Trade-In Rights
In certain contracts with customers, an entity may agree to provide
its customer with the right to trade in the original specified good for a fixed price if
the customer purchases the next version of the specified good once it becomes available
(the “trade-in right”).
To account for a trade-in right in its contract with a customer, an
entity will need to evaluate the specific terms of the arrangement and determine whether
the trade-in right is within the scope of ASC 460. If the entity concludes that the
trade-in right is outside the scope of ASC 460, it should apply the guidance in ASC 606
to the entire arrangement.
If the entity concludes that the trade-in right is within the scope of
ASC 460, the fixed-price trade-in right should be measured at fair value and excluded
from the transaction price. The remaining transaction price should then be allocated to
the remaining elements within the scope of ASC 606 (i.e., the product) and recognized
when control of the product is transferred to the customer (e.g., upon delivery).
If the trade-in right is outside the scope of ASC 460, the fixed-price
trade-in right should be assessed under the repurchase guidance in ASC 606. The trade-in
right is a put option since the entity is obligated to repurchase the product at the
customer’s option. If the repurchase price is less than the original selling price, the
entity must evaluate whether the customer has significant economic incentive to exercise
the right. If the entity determines that the customer has significant economic incentive
to exercise the right, it would account for the arrangement as a lease. If the entity
determines that the customer does not have a significant economic incentive to exercise
the right, it may be appropriate to account for the element as a sale with a right of
return. However, the facts and circumstances of the trade-in right should be evaluated,
and other accounting models may be appropriate.
8.7.3 Residual Value Guarantees
Throughout their discussions on repurchase agreements, the FASB and IASB
also considered whether other arrangements should be accounted for as leases, such as
those in which an entity provides its customer with a guaranteed amount to be paid on
resale (i.e., a residual value guarantee). Respondents provided feedback indicating that
such arrangements appeared to be economically similar to repurchase agreements. However,
as noted in paragraph BC431 of ASU 2014-09, the boards made the following observation:
[W]hile the cash flows [in repurchase agreements and residual value
guarantees] may be similar, the customer’s ability to control the asset in each case is
different. If the customer has a put option that it has significant economic incentive
to exercise, the customer is restricted in its ability to consume, modify, or sell the
asset. However, when the entity guarantees that the customer will receive a minimum
amount of sales proceeds, the customer is not constrained in its ability to direct the
use of, and obtain substantially all of the benefits from, the asset.
Accordingly, the boards decided that sales with a residual value
guarantee should not be accounted for under the repurchase agreement implementation
guidance in the revenue standard. Rather, such arrangements should be accounted for in
accordance with the general five-step model outlined in the standard. However, in
arrangements involving residual value guarantees, an entity should bifurcate and account
for the residual value guarantee at fair value under ASC 460 while accounting for the
remaining contract consideration under ASC 606.
ASU 2014-09 clarifies that arrangements involving residual value
guarantees do not represent repurchase agreements and should be accounted for under ASC
460 and ASC 606. This guidance is similarly reflected in ASU 2016-02. Specifically, ASC 842-10-55-32
states, in part, that “except as provided in paragraph 460-10-15-7, the
provisions of Subtopic 460-10 on guarantees apply to indemnification agreements
(contracts) that contingently require an indemnifying party (guarantor) to make payments
to an indemnified party (guaranteed party) based on changes in an underlying that is
related to an asset, a liability, or an equity security of the indemnified party.” A
residual value guarantee is generally a provision that contingently requires a seller
(guarantor) to make a payment to a purchaser (guaranteed party) based on the change in the
fair value (i.e., resale value, which is the underlying) of the asset transferred.
Accordingly, a residual value guarantee would generally be accounted for under ASC
460.
8.7.4 Right of First Refusal and Right of First Offer in Connection With a Sale
An entity should carefully consider a revenue contract’s terms related to the sale of an
asset that provide the entity with future rights to the asset sold. Two common types of
such rights are a right of first refusal (ROFR) and a right of first offer (ROFO), which
are often found in real estate transactions.
A ROFR gives the entity an option to repurchase the asset being sold to the
customer if the customer subsequently plans to accept a bona fide offer from a third party
to purchase the asset from the customer. If the entity exercises its option, the
repurchase transaction would be subject to terms and conditions that are similar to those
in the bona fide offer the customer received from the third party.
ASC 606-10-55-68 states, in part, that “[i]f an entity has an obligation
or a right to repurchase the asset (a forward or a call option), a customer does not
obtain control of the asset because the customer is limited in its ability to direct the
use of, and obtain substantially all of the remaining benefits from, the asset even though
the customer may have physical possession of the asset.” However, an entity’s ROFR would
not, on its own, prevent the customer from obtaining control of the asset (as defined in
ASC 606-10-25-25).
A ROFR as described above allows the seller to influence the
determination of the party to whom the customer subsequently sells the asset but not
whether, when, or for how much the subsequent sale is made. Consequently, the entity’s
right does not limit the customer’s ability to direct the use of the asset or to obtain
substantially all of the remaining benefits from the asset.
A ROFO may be found in sale-and-leaseback arrangements and gives the seller-lessee an
option to make a first offer to the buyer-lessor to repurchase the underlying asset that
has been leased at the end of the lease term. Sale accounting is generally not precluded
if the buyer-lessor is not required or compelled to accept the offer and the price of the
asset is not fixed. If the buyer-lessor is required or compelled to accept the offer, the
seller-lessee essentially has a repurchase option that may prevent the buyer-lessor from
obtaining control of the asset. On the other hand, if the seller-lessee is required or
compelled to make the offer, the buyer-lessor essentially has a put option, as described
in Section 8.7.2.
Example 8-17
Entity B enters into a contract to sell a building to Entity
C. The contract’s terms provide that if, after the sale, C receives a bona
fide offer from an unaffiliated third party to purchase the building and C
plans to accept the offer, B has the option to repurchase the building subject
to terms and conditions that are similar to those contained in the offer C
received from the third party.
In the assessment of whether B has transferred control of
the building to C, the ROFR, on its own, would not prevent C from obtaining
control of the building.
Footnotes
8
Case A of Example 62, on which Case B is based, is
reproduced in Section
8.7.1.
8.8 Customers’ Unexercised Rights — Breakage
ASC 606-10
55-46 In accordance with
paragraph 606-10-45-2, upon receipt of a prepayment from a
customer, an entity should recognize a contract liability in
the amount of the prepayment for its performance obligation
to transfer, or to stand ready to transfer, goods or
services in the future. An entity should derecognize that
contract liability (and recognize revenue) when it transfers
those goods or services and, therefore, satisfies its
performance obligation.
55-47 A customer’s nonrefundable prepayment to an entity gives the customer a right to receive a good or
service in the future (and obliges the entity to stand ready to transfer a good or service). However, customers
may not exercise all of their contractual rights. Those unexercised rights are often referred to as breakage.
55-48 If an entity expects to be entitled to a breakage amount in a contract liability, the entity should recognize
the expected breakage amount as revenue in proportion to the pattern of rights exercised by the customer.
If an entity does not expect to be entitled to a breakage amount, the entity should recognize the expected
breakage amount as revenue when the likelihood of the customer exercising its remaining rights becomes
remote. To determine whether an entity expects to be entitled to a breakage amount, the entity should
consider the guidance in paragraphs 606-10-32-11 through 32-13 on constraining estimates of variable
consideration.
55-49 An entity should recognize a liability (and not revenue) for any consideration received that is attributable
to a customer’s unexercised rights for which the entity is required to remit to another party, for example, a
government entity in accordance with applicable unclaimed property laws.
Paragraph BC397 of ASU 2014-09 notes that the FASB and IASB decided to include
in ASC 606-10- 55-46 through 55-49 (paragraphs B44 through B47 of IFRS 15) specific
implementation guidance on the accounting for breakage (i.e., “situations in which
the customer does not exercise all of its contractual rights” to goods or services
in the contract) in contracts for which there is only a single performance
obligation. The boards note that in other arrangements (i.e., those with multiple
performance obligations), breakage is generally addressed by the guidance on
accounting for a material right (see Chapter 11) and the allocation guidance in
step 4 (see Chapter 7 for
further discussion). In light of this, the next sections take a deeper dive into the
application of the revenue standard’s implementation guidance on breakage.
8.8.1 Accounting for Sales of Gift Certificates That May Not Be Redeemed
Gift certificates sold by a retailer can be used by the holder
to purchase goods up to the amount indicated on the gift certificate. Typically,
they represent a nonrefundable prepayment to an entity that gives the customer a
right to receive goods or services in the future (and obliges the entity to
stand ready to transfer the goods or services). Under ASC 606, revenue should be
recognized when (or as) an entity satisfies a performance obligation by
transferring a promised good or service to a customer. In this case, the
retailer satisfies its performance obligation when the customer redeems the gift
certificate and the retailer supplies the associated goods or services to the
customer. Accordingly, upon receipt of a prepayment from a customer, the
retailer should recognize a contract liability for its performance obligation to
transfer, or to stand ready to transfer, the goods or services in the future.
The entity should derecognize that contract liability (and recognize revenue)
when it transfers those goods or services and, therefore, satisfies its
performance obligation.
Customers may not exercise all of their contractual rights for
various reasons. ASC 606 states that such unexercised rights are often referred
to as breakage. Under ASC 606-10-55-46 through 55-49, breakage can be recognized
in earnings before the vendor is legally released from its obligation in certain
circumstances. For example:
- ASC 606-10-55-48 states, in part, “If an entity expects to be entitled to a breakage amount in
a contract liability, the entity should recognize the expected breakage
amount as revenue in proportion to the pattern of rights exercised by
the customer” (emphasis added). Under this approach, the estimated value
of gift certificates that an entity expects will not be redeemed would
be recognized as revenue proportionately as the remaining gift
certificates are redeemed. For example, assume that a retailer issues
$1,000 of gift certificates and, in accordance with ASC 606-10-32-11
through 32-13, expects that $200 of breakage will result on the basis of
a portfolio assessment indicating that 20 percent of the value of all
gift certificates sold will not be redeemed. Therefore, the proportion
of the value of gift certificates not expected to be redeemed compared
to the proportion expected to be redeemed is 20:80. Each time part of a
gift certificate is redeemed, a breakage amount equal to 25 percent (20
÷ 80) of the face value of the redeemed amount will be recognized as
additional revenue (e.g., if a gift certificate for $40 is redeemed, the
breakage amount released will be $10, such that the total revenue
recognized is $50).Entities should not recognize breakage as revenue immediately upon the receipt of payment, even if there is historical evidence to suggest that for a certain percentage of transactions, performance will not be required. As noted in paragraph BC400 of ASU 2014-09, the FASB and IASB “rejected an approach that would have required an entity to recognize estimated breakage as revenue immediately on the receipt of prepayment from a customer. The Boards decided that because the entity has not performed under the contract, recognizing revenue would not have been a faithful depiction of the entity’s performance and also could have understated its obligation to stand ready to provide future goods or services.”For an entity to determine whether it expects to be entitled to a breakage amount, the entity should consider the requirements in ASC 606-10-32-11 through 32-13 on constraining estimates of variable consideration. The entity should use judgment and consider all facts and circumstances when applying this guidance.
-
ASC 606-10-55-48 also states, “If an entity does not expect to be entitled to a breakage amount, the entity should recognize the expected breakage amount as revenue when the likelihood of the customer exercising its remaining rights becomes remote” (emphasis added). For example, assume that a retailer issues $1,000 of gift certificates and applies the guidance in ASC 606-10-32-11 through 32-13 but concludes that it does not expect to be entitled to a breakage amount. Each time part of a gift certificate is redeemed, revenue will be recognized that is equal to the face value of the redeemed amount. Later, after $800 has been redeemed, the entity may determine that there is only a remote possibility that any of the outstanding gift certificate balances will in due course be redeemed. If so, the entity will release the remaining contract liability of $200 and recognize revenue of $200 at that time.
8.8.2 Changes in Expectation of Breakage After Initial Allocation of Revenue
Although the breakage guidance in ASC 606-10-55-48 specifically refers to the
section on constraining estimates of variable consideration (the “constraint” in
ASC 606-10-32-11 through 32-13), breakage is not a form of variable
consideration because it does not affect the transaction price. In the absence
of variable consideration, the requirement in ASC 606-10-32-14 to reassess the
transaction price at the end of each reporting period does not apply. Therefore,
a change in the estimate of breakage will not cause the original amount
allocated to the expected breakage to be amended. However, the expected breakage
could affect the timing of recognition of revenue because an entity that expects
to be entitled to a breakage amount is required under ASC 606-10-55-48 to
“recognize the expected breakage amount as revenue in proportion to the pattern
of rights exercised by the customer.”
The example below illustrates how changes in expected breakage
could affect the timing of revenue recognition.
Example 8-18
Entity M sells a product to Customer H
and, as part of the same transaction, awards H a
specific number of loyalty points that can be redeemed
at a future date as and when the customer purchases
additional products from M. The sale is made for cash
consideration of $100, and no refund is available to the
customer for unused loyalty points.
In accordance with ASC 606, M is
required to allocate the revenue between the product
sold and the loyalty points (material rights) that can
be redeemed in the future. On the basis of a relative
stand-alone selling price method (which would include
expectations related to the level of loyalty points that
will not be redeemed [i.e., “breakage”]), M determines
that the appropriate allocation is $80 to the product
sold and $20 to the loyalty points.
Because breakage is not a form of
variable consideration (in this example, M always
remains entitled to the original cash consideration of
$100), the requirement in ASC 606-10-32-14 to reassess
the transaction price at the end of each reporting
period does not apply. Therefore, a change in the
estimate of breakage will not cause the original
allocation of $80 to the product and $20 to the points
to be amended.
The expected breakage could, however,
affect the timing of recognition of revenue with respect
to the $20 allocated to the loyalty points. This is
because M is required under ASC 606-10-55-48 to
“recognize the expected breakage amount as revenue in
proportion to the pattern of rights exercised by the
customer.”
Similarly, if M sells gift cards on a
stand-alone basis, the transaction price will be fixed
at the amount paid by the customer irrespective of the
expected breakage amount. Thus, the expected breakage
affects only the timing of revenue recognition, not the
total amount of revenue to be recognized, and therefore
is not a form of variable consideration.
See Section 8.8.1 on accounting
for sales of gift certificates that may not be redeemed.
8.9 Other Considerations in Step 5
8.9.1 Transfer of Control in Licensing Arrangements
The FASB and IASB acknowledged that because of the intangible nature of licenses, license
arrangements create unique challenges in the application of the revenue framework. For that reason,
the boards provided within their implementation guidance some additional guidance on assessing
license arrangements.
The application of the control-based model in the delivery of licenses requires a comprehensive
understanding of the entity’s arrangement with a customer and an understanding of the type of
intellectual property (IP) that is subject to the license agreement. A contract that includes a right to
use software can be viewed as a contract for a good or a service. For example, software that relies
on an entity’s IP and is delivered only through a hosting arrangement (i.e., the customer cannot take
possession of the software) is a service, whereas a software arrangement that is provided through an
access code or key is more like the transfer of a good. In light of these unique characteristics, the boards
established the additional implementation guidance to assist in the assessment of how and when the
entity transfers control of its IP through a license to the customer since that control is transferred over
time in some cases and at a point in time in other cases.
In determining whether the transfer of a license occurs over time or at a point in time, an entity should
consider the indicators of the transfer of control to determine the point in time at which a license is
transferred to the customer. ASC 606-10-55-58C states that revenue from a license of IP cannot be
recognized before both of the following:
- An entity provides (or otherwise makes available) a copy of the intellectual property to the customer.
- The beginning of the period during which the customer is able to use and benefit from its right to access or its right to use the intellectual property. That is, an entity would not recognize revenue before the beginning of the license period even if the entity provides (or otherwise makes available) a copy of the intellectual property before the start of the license period or the customer has a copy of the intellectual property from another transaction. For example, an entity would recognize revenue from a license renewal no earlier than the beginning of the renewal period.
Section 12.5 further
explores transfer of control related to licensing arrangements.
8.9.2 Partially Satisfied Performance Obligations Before the Identification of a Contract
Entities sometimes begin activities on a specific anticipated
contract with their customer before (1) the parties have agreed to all of the
contract terms or (2) the contract meets the criteria in step 1 (see Chapter 4) of the revenue
standard. The FASB and IASB staffs refer to the date on which the contract meets
the step 1 criteria as the “contract establishment date” (CED) and refer to
activities performed before the CED as “pre-CED activities.”
Sometimes, pre-CED activities result in the transfer of a good or service to an
entity’s customer on the date the contract meets the criteria in ASC 606-10-25-1
(e.g., when the customer takes control of the partially completed asset) such
that a performance obligation meeting the criteria in ASC 606-10-25-27 for
recognition of revenue over time is partially satisfied.
Stakeholders have identified two issues with respect to pre-CED
activities:
-
How to recognize revenue from pre-CED activities.
-
How to account for certain fulfillment costs incurred before the CED.
Once the criteria in step 1 have been met, entities should
recognize revenue for pre-CED activities on a cumulative catch-up basis (i.e.,
record revenue as of the CED for all satisfied or partially satisfied
performance obligations) rather than prospectively because cumulative catch-up
is more consistent with the revenue standard’s core principle. On that date, the
entity should recognize revenue on a cumulative catch-up basis that reflects the
entity’s progress toward complete satisfaction of the performance obligation. In
calculating the required cumulative catch-up adjustment, the entity should
consider the requirements in ASC 606-10-25-23 through 25-37 with respect to
determining when a performance obligation is satisfied to determine the goods or
services that the customer controls on the date the criteria in ASC 606-10-25-1
are met.
Similarly, certain fulfillment costs incurred before the CED are capitalized as
costs of fulfilling an anticipated contract. If other Codification topics are
applicable to pre-CED fulfillment costs, an entity should apply the guidance in
those other Codification topics. If it is determined that other Codification
topics are not applicable, an entity should capitalize such costs as costs of
fulfilling an anticipated contract, subject to the criteria in ASC 340-40-25-5.
Once the criteria in step 1 have been met, the portion of the asset related to
progress made to date should be expensed immediately. The remaining asset should
be amortized over the period in which the related goods or services are
transferred to the customer.
Costs that do not satisfy the criteria in other Codification topics or in ASC
340-40-25-5 for recognition as an asset (e.g., general and administrative costs
that are not explicitly chargeable to the customer under the contract) should be
expensed as incurred in accordance with ASC 340-40-25-8.
The above issues are addressed in Implementation Q&As 53 and 76 (compiled from previously
issued TRG Agenda Papers 33 and 34). For additional information and Deloitte’s summary of
issues discussed in the Implementation Q&As, see Appendix C.
Example 8-19
In this example, assume that the
criteria for recognizing revenue over time are met. In
practice, whether those criteria are met will depend on
a careful evaluation of the facts and circumstances.
An entity is constructing a piece of
specialized equipment to an individual customer’s
specifications. Because of a delay in obtaining the
customer’s approval for the contract, the entity
commences work on constructing the equipment before the
contract is signed. Consequently, the costs that meet
the criteria in ASC 340-40-25-5 that the entity incurs
in performing this work are initially capitalized.
Subsequently, the contract is approved, and the terms of
the contract are such that the criteria for recognition
of revenue over time are met. On the date the contract
is signed and the criteria in ASC 606-10-25-1 are met, a
cumulative catch-up of revenue (and expensing of
capitalized costs), reflecting progress made to date,
should be recognized for the partially constructed
equipment.
Example 8-20
In this example, assume that the
criteria for recognizing revenue over time are met. In
practice, whether those criteria are met will depend on
a careful evaluation of the facts and circumstances.
An entity is constructing an apartment
block, in a foreign jurisdiction, consisting of 10
apartments. In the period before commencing
construction, the entity has signed contracts (meeting
the criteria in ASC 606-10-25-1) with customers for six
of the apartments in the apartment block but not for the
remaining four. The entity uses standard contract terms
for each apartment, such that the entity (1) is
contractually restricted from readily directing the
apartment for another use during its construction and
(2) has an enforceable right to payment for performance
completed to date.
For the six apartments for which
contracts have been signed with customers, the
construction of each apartment represents the transfer
of a performance obligation over time because the
criteria in ASC 606-10-25-27(c) are met. Accordingly,
revenue is recognized as those six apartments are
constructed, reflecting progress made to date, and the
costs incurred in relation to those six apartments are
expensed to the extent that they are related to progress
made to date.
For the four apartments for which
contracts have not yet been signed with customers, costs
that meet the criteria in ASC 340-40-25-5 are initially
capitalized. Subsequently, on the date a contract is
signed with a customer for one of those four apartments
and the criteria in ASC 606-10-25-1 are met, a
cumulative catch-up of revenue (and expensing of related
capitalized costs) should be recognized for that
apartment.
There may be instances in which an entity has transferred goods
or services to the customer but has not met the requirements of step 1 in ASC
606-10-25-1 (i.e., one of the five required criteria is not met). For example,
the entity may not have met the criterion stating that “[i]t is probable that
the entity will collect substantially all of the consideration to which it will
be entitled in exchange for the goods or services that will be transferred to
the customer.” In these instances, the entity would generally not record a
receivable (or a related contract liability) to reflect its right to payment for
performance completed before meeting the step 1 criteria.
ASC 606-10-45-4 states, in part, the following (pending content
effective later than the effective date of ASC 606 {in braces}):
A receivable is an entity’s right to consideration that
is unconditional. A right to consideration is unconditional if only the
passage of time is required before payment of that consideration is due.
. . . An entity shall account for a receivable in accordance with Topic
310 {and Subtopic 326-20}.
Refer to Chapter
4 (step 1) for considerations related to whether an entity can
account for a receivable before the contract existence criteria are met.
8.9.3 Trial Periods
In a manner consistent with the discussion in Section 4.3.1 on free trial
periods, entities may need to consider the effect of trial periods on contracts
with customers. An entity must evaluate whether a contract exists during a trial
period and, if so, the appropriate timing of revenue recognition during the
trial period. Factors to consider include whether the trial period is risk-free,
whether the customer has an obligation to make further purchases beyond the
trial period, and whether the goods or services transferred during the trial
period are, in fact, performance obligations. This determination may require an
entity to use judgment on the basis of the specific facts and circumstances of
the arrangement.
Two types of trial periods that an entity may participate in to
solicit customers are (1) “risk-free” trials (i.e., the customer is not
committed to a contract until some of the goods or services are delivered) and
(2) the delivery of “free” goods or services upon execution of a contract (i.e.,
a contract under the revenue standard exists when the free goods or services are
delivered). As noted above, it is essential to evaluate whether a contract with
a customer exists under the revenue standard to determine whether the goods or
services provided during the trial period are performance obligations to which
revenue should be allocated and recognized when control transfers. In addition,
consideration should be given to whether the entity’s performance obligation to
transfer the goods or services during the trial period is satisfied at a point
in time or over time (i.e., partly during the trial period and partly during the
contractual period). Such factors are likely to affect the determination of
whether and, if so, when revenue is recognized for the goods or services
provided during the trial period.
The two examples below illustrate the accounting for free goods
or services.
Example 8-21
Risk-Free
Magazines
Entity A sells sports magazines that
customers are able to purchase on an annual subscription
basis. Entity A’s marketing program includes a risk-free
offer that allows a subscriber to receive a predefined
number of magazine issues on a trial basis (but A is not
obligated to provide any free magazines). For example, A
will deliver up to 3 magazines on a trial basis, and
upon the customer’s decision to accept the subscription
offer, $12 is due and payable to A. Regardless of when
the customer accepts the subscription offer during the
trial period, A will deliver a total of 15 magazines
(which includes the 3 “risk-free” magazines) in exchange
for a nonrefundable fee of $12.
Assume that after A has delivered the
first 2 trial-period magazines, the customer accepts the
subscription offer and pays A a nonrefundable price of
$12. Each magazine is determined to be a distinct
performance obligation that is satisfied at a point in
time.
The parties are not committed to perform
their respective obligations until the customer accepts
the subscription offer. That is, no contract exists.
Once the customer accepts the offer (after 2 free
magazines are delivered), A has a contract to deliver 13
additional magazines to the customer (the first 2 free
magazines are a marketing offer rather than a promised
good or service). Entity A would allocate the $12
transaction price to the 13 magazines (92¢ each) and
recognize revenue as each magazine is transferred to the
customer.
Example 8-22
Bonus
Magazines
Entity A offers a marketing program that
advertises that bonus magazines will be added to a
subscription term. For example, upon a customer’s
acceptance of an offer for an annual magazine
subscription, A will supply three bonus months that
result in a total of 15 magazines. Accordingly, if a
customer accepts a subscription offer, the customer will
receive 15 magazines for an annual nonrefundable
subscription price of $12.
Once the customer accepts the
subscription offer, the nature of the promise is to
transfer 15 magazines to the customer for $12. Entity A
would allocate the transaction price to each of the 15
magazines (80¢ per magazine) and recognize revenue as
each magazine is transferred to the customer.
8.9.4 Up-Front Fees
Arrangements may include up-front fees (e.g., activation fees or nonrefundable deposits) before any
goods or services are transferred to the customer. Entities must determine whether any goods or
services are transferred in exchange for the up-front fee, or whether the transfer of goods or services
has not yet commenced.
When up-front fees are included in an arrangement, an entity must first identify
the performance obligations (see Section 5.6 for additional discussion about determining the nature
of a promise and identifying performance obligations). Any up-front payment
becomes a portion of the overall transaction price (see Chapter 6 for further discussion about
determining the transaction price).
When an entity enters into a contract with a customer, it
sometimes receives some or all of the consideration up front, before
transferring the promised goods or services to the customer (i.e., before
satisfying the performance obligation). In these circumstances, the up-front fee
cannot be recognized as revenue immediately when it is received.
Under ASC 606, the timing of recognition of revenue is not based
on cash receipt or payment schedules. Instead, an entity recognizes revenue when
(or as) it satisfies a performance obligation by transferring control of a
promised good or service to a customer.
When an entity receives consideration before the related
performance obligation is satisfied, the entity should not recognize the advance
payment as revenue until that obligation is satisfied. However, the entity
should recognize the consideration received as a contract liability (i.e.,
deferred revenue) in its statement of financial position and evaluate such
payment for the potential existence of a significant financing component (see
Section
6.4).
This treatment is required even if the consideration received up
front is nonrefundable since the goods or services may not have been transferred
to the customer. Specifically, ASC 606-10- 55-51 states, in part:
In many cases, even though a nonrefundable upfront fee
relates to an activity that the entity is required to undertake at or near
contract inception to fulfill the contract, that activity does not result in
the transfer of a promised good or service to the customer . . . . Instead,
the upfront fee is an advance payment for future goods or services and,
therefore, would be recognized as revenue when those future goods or
services are provided.
Further, ASC 606-10-55-53 states, in part:
An entity may charge a nonrefundable fee in part as compensation for costs
incurred in setting up a contract (or other administrative tasks as
described in paragraph 606-10-25-17). If those setup activities do not
satisfy a performance obligation, the entity should disregard those
activities (and related costs) when measuring progress in accordance with
paragraph 606-10-55-21. That is because the costs of setup activities do not
depict the transfer of services to the customer.
The example below illustrates how to determine whether a
nonrefundable initiation fee in a club membership contract should be recognized
upon receipt.
Example 8-23
An entity operates a fitness club. The
key terms of its contractual arrangements with customers
are as follows:
-
Customers have to pay an initiation fee of $100 upon entering into the contract.
-
Each contract has a term of one year. During the contractual period, customers are required to pay a monthly fee of $100 (irrespective of their usage of the club during that month).
-
The initiation fee is not refundable, even if the customer never uses the club during the one-year contract period.
The entity should not recognize the initiation fee as revenue
upon receipt even though it is nonrefundable. Under ASC
606, an entity should recognize revenue when (or as) it
satisfies a performance obligation by transferring a
promised good or service to a customer.
In this example, customers pay the
initiation fee and monthly fees to use the facilities
provided by the fitness club. The performance obligation
is therefore to provide fitness club facilities for
customers’ use. Hence, the initiation fee is just part
of the consideration paid by customers to use the
facilities in the future. Because no performance
obligation has been satisfied upon payment of that fee,
revenue should not be recognized immediately in profit
or loss when that consideration is received.
Instead, the initiation fee should be
recognized as a liability. Such consideration would be
included in the transaction price and recognized as
revenue when (or as) the entity satisfies the associated
performance obligations, which may include a material
right.
8.9.5 Recognizing Revenue Related to Commissions Earned by a Sales Agent
An entity may earn revenue in the form of a sales commission;
the treatment of sales commissions (i.e., the timing of recognizing the revenue
related to the sales commission) may vary depending on the terms of the
arrangement. In some cases in which an entity acts as an agent, it is providing
a service over time; however, in other instances, an agent only provides its
service at a point in time. See Chapter 10 for further discussion of principal-versus-agent
considerations.
The timing of recognition of a sales agent’s commission revenue
depends on the nature of (1) the agreement between the sales agent and its
customer (the principal) and (2) the promise to the customer. Revenue will be
recognized at a point in time unless the criteria in ASC 606-10-25-27 are met.
Accordingly, it is appropriate to focus on ASC 606-10-25-27(a) and (c):
-
Does the principal simultaneously receive and consume the benefits provided by the sales agent’s performance as the sales agent performs?
-
Does the sales agent have an enforceable right to payment for performance completed to date?
In accordance with ASC 606-10-55-6, when the first of these
criteria is assessed, it will be appropriate to consider whether another entity
would need to substantially reperform the work that the sales agent has
completed to date if that other entity were to fulfill the remaining performance
obligation to the principal.
Often, the only promise that a sales agent makes to the
principal is to arrange a sale, and the sales agent is only paid commission if
it achieves a sale. In these circumstances, the criterion in 606-10-25-27(a)
will typically not be met. That is, as the agent works toward achieving a sale
(e.g., by meeting with the principal’s potential customer), the work performed
is not consumed by the principal (i.e., the agent’s customer) until a sale is
achieved. Further, if another entity were to take over from the sales agent,
typically that other entity would need to substantially reperform the work that
the sales agent has completed to date (e.g., reestablish contact and build a
relationship with the principal’s potential customer). Thus, the conditions for
recognizing revenue over time are not met, and control of the “good or service”
is not considered to be transferred. In these instances, the point in time at
which revenue should be recognized will depend on the nature of the sales
agent’s promise to its customer, the principal. The agent may perform activities
before a sale, but these activities are often performed on the agent’s own
behalf to fulfill the promise made to the customer, which is to complete the
sale. Although there may be some limited benefit to the customer as a result of
the sales agent’s presale activities, that benefit is significantly limited
unless a sale transaction is ultimately completed.
This conclusion is consistent with Example 45 of the revenue
standard (ASC 606-10-55-317 through 319), which concludes that “[w]hen the
entity satisfies its promise to arrange for the goods to be provided by the
supplier to the customer (which, in this example, is when goods are purchased by
the customer), the entity recognizes revenue in the amount of the commission to
which it is entitled.” The use of the word “when” suggests that this is at a
point in time, whereas the use of the word “as” would have implied that the
entity is delivering, and the customer is receiving, a good or service over
time.
In some instances, a sales agent may receive nonrefundable
consideration at the outset of an arrangement, which may indicate that the
customer is receiving a benefit from the activities performed before the sale.
That is, the agent in these circumstances may be delivering an additional
service during the contractual period (e.g., a listing service). However, the
mere existence of such an up-front payment does not in itself indicate that a
good or service has been transferred before the ultimate sale. In all cases,
careful consideration of the contractual arrangement is required, and revenue
should be recognized over time only if the contract meets one of the criteria in
ASC 606-10-25-27.
Example 8-24
Revenue Recognized
Upon Completion of the Sale
A sales agent enters into an arrangement
with a seller in which it promises to arrange for buyers
to purchase the seller’s products. The agent performs
various tasks to locate a buyer, including listing the
products on its Web site. Once a buyer is located, the
agent facilitates the purchase of the product on its Web
site. The agent receives a commission equal to 10
percent of the sales price of the product when a sale is
completed. The seller also pays the agent a small
up-front fee to help cover costs incurred by the agent
before the sale. The up-front fee is nonrefundable
(i.e., the sales agent retains the fee even if the
product is not sold). The up-front fee is expected to
represent approximately 5 percent of the contract
consideration received by the agent, and the commission
represents the remaining 95 percent.
In this example, the promise to the
customer is to arrange for the sale; therefore, the
performance obligation is satisfied at the time of the
sale. The agent should recognize the up-front fee and
commission at the point in time when the sale is
completed (as discussed above, the point in time at
which revenue should be recognized will depend on the
nature of the promise to the customer). The listing
service in this example is an activity that the agent
performs to satisfy its promise (i.e., to achieve the
sale), but it does not transfer a good or service to the
customer.
Example 8-25
Revenue Recognized
Over Time
A sales agent enters into an arrangement
with a seller in which it promises to list the seller’s
products on its Web site for a specified period in a
manner similar to that of an online classified ad. If a
buyer decides to purchase the seller’s product, the
buyer separately contacts the seller to complete the
transaction. The agent receives a fee from the seller
for the listing service. This fee is nonrefundable even
if the product is not sold. If the product is sold, the
agent also receives a commission equal to 1 percent of
the sales price of the product. The listing fee is
expected to represent approximately 80 percent of the
contract consideration received by the agent, and the
commission represents the remaining 20 percent.
In this example, the promise to the
customer is the listing service. This performance
obligation is satisfied over time as the customer
receives the benefit of the listing (the customer
simultaneously receives and consumes the benefit).
Therefore, the agent should recognize the contract
consideration over the listing period. The significant
up-front payment is one indicator that the promise to
the customer in this example is the listing service (as
opposed to a promise to arrange for a sale, as in the
example above). The commission represents variable
consideration that the agent should estimate (unless the
variable consideration meets the criteria in ASC
606-10-32-40 to be allocated to the period in which the
product sale occurs) and include in the transaction
price, subject to the constraint.
Example 8-26
Two Separate
Performance Obligations
A sales agent manages a Web site that
(1) lists independent sellers’ products and (2) posts
advertisements of independent sellers’ products.
Advertisements are purchased by some of the sales
agent’s customers on a stand-alone basis (i.e., they are
purchased by customers that do not have any products
listed on the Web site) and by other customers of the
sales agent that are also contracting to have their
products listed for sale on the Web site.
The sales agent enters into an
arrangement with a seller in which it promises to
arrange for buyers to purchase the seller’s products.
The products are listed on the agent’s Web site, and
potential buyers are able to search for and view the
products. In addition, the agent agrees to advertise the
product on its Web site for a fixed price per day based
on the length or content of the advertisement (e.g.,
number of words, pictures). The seller also purchases
optional “upgrade” features for an additional fee, such
as premium placement of the advertisement. The seller
determines the number of days to run the advertisement
and the content of the advertisement. The fees for the
advertisement are nonrefundable even if the product is
not sold. Once a buyer is located, the agent facilitates
the purchase of the product on its Web site. The agent
receives a commission equal to 5 percent of the sales
price of the product when a sale is completed. The
nonrefundable fee for the advertisement is expected to
represent approximately 50 percent of the contract
consideration received by the agent, and the commission
represents the remaining 50 percent.
In this example, there are two distinct
promises to the customer: the advertisement and the
promise to arrange for the sale. The promises are
distinct because the purchase of the advertisement is
optional and the seller could sell its product on the
Web site without the advertisement. The agent also sells
advertisements separately to other customers. The
advertising service is satisfied over time because the
customer simultaneously receives and consumes the
benefit over the period the advertisement is run. The
promise to arrange for the sale is satisfied at the time
of sale. The agent should estimate the total
consideration, including the variable consideration
(subject to the constraint) and allocate the
consideration to the two performance obligations on the
basis of stand-alone selling prices. Alternatively, if
both the contract price for the advertisement and the
price for arranging the sale reflect their respective
stand-alone selling prices, the entity may not need to
estimate the variable consideration.
If the promises were not considered
distinct, the combined performance obligation may be
satisfied over time (for the same reasons the
advertising service is satisfied over time when it is
distinct). The agent would determine the estimated
transaction price, including variable consideration
subject to the constraint (unless the variable
consideration meets the criteria in ASC 606-10-32-40 to
be allocated to the period in which the product sale
occurs), and recognize revenue by using an appropriate
measure of progress.
8.9.6 Government Vaccine Stockpile Programs
In August 2017, the SEC issued an interpretive
release (the “2017 release”) updating the Commission’s
previous guidance on accounting for sales of vaccines and bioterror
countermeasures to the federal government for placement into stockpiles related
to the Vaccines for Children Program or the Strategic National Stockpile. The
update was aimed at conforming the SEC’s guidance with ASC 606.
Under the guidance in the 2017 release, vaccine manufacturers should recognize
revenue when vaccines are placed into U.S. government stockpile programs because
control of the vaccines has been transferred to the customer. However, these
entities also need to evaluate whether storage, maintenance, or other promised
goods or services associated with vaccine stockpiles are separate performance
obligations. The guidance in the 2017 release applies only to the stockpile
programs discussed in that release and is not applicable to any other
transactions.