What Private Companies Should Know About the New Revenue Recognition Standard
In May 2014, the FASB issued its final standard on revenue from contracts with customers, ASU 2014-091 (codified in ASC 6062). Since then, the Board has issued a number of additional ASUs to amend and clarify the guidance in ASC 606, ASC 610-20, and ASC 340-40. The new standard replaces almost all current revenue guidance, including industry-specific requirements, and every company is likely to be affected by it. For private companies, the rules take effect for annual reporting periods beginning after December 15, 2018, and interim periods within annual reporting periods beginning after December 15, 2019.
Connecting the Dots
As used in this Heads Up, a “private company” is an entity that is not any of the following:
- A public business entity (as defined in the ASC master glossary).
- A not-for-profit entity that has issued, or is a conduit bond obligor for, securities that are traded, listed, or quoted in an exchange or an over-the-counter market.
- An employee benefit plan that files or furnishes financial statements with or to the SEC.
In response to concerns from commenters regarding costs and complexities that may overburden private companies, the FASB considered the needs of users of such companies’ financial statements throughout the new revenue standard’s development. The Board ultimately concluded that while no specific changes to the recognition and measurement guidance were necessary for private companies,3 it would be appropriate to modify the required disclosure package and mandatory effective date for such companies. Accordingly, the standard permits private companies to elect not to provide certain of the quantitative and qualitative disclosures required for public companies.
This Heads Up provides a high-level overview of the new five-step model for recognizing revenue under ASC 606 and discusses the standard’s mandatory effective date for private companies. It also outlines the practical expedients available to private companies with respect to certain of the new standard’s disclosure requirements (see Appendix A for a comprehensive summary) and discusses internal control considerations. In addition, the Heads Up provides some observations and lessons learned from the implementation of ASC 606 by public companies.
Effective Date for Private Companies
As discussed above, for private companies, the new revenue standard is effective for annual reporting periods beginning after December 15, 2018, and interim reporting periods within annual reporting periods beginning after December 15, 2019. Private companies may elect to early adopt the new guidance as of the standard’s original effective date for public companies (i.e., annual reporting periods beginning after December 15, 2016). If private companies elect to early adopt the standard, they have the option to either (1) adopt it beginning with interim periods within the first annual reporting period or (2) wait to present interim periods under the new standard until the following annual reporting period.
Connecting the Dots
Effective-date relief to private companies is typically described as a one-year delay. However, the delay is likely to be even greater than one year because of the different adoption requirements for interim periods.
Public companies must adopt the new revenue standard for annual periods beginning after December 15, 2017 (one year earlier than private companies). However, public companies are also required to adopt the new guidance for interim periods within those annual periods. Therefore, a calendar-year-end public company will apply the new revenue standard when presenting its results for the first quarter of 2018 (i.e., the period ending March 31, 2018), which the company is likely to issue in April 2018.
By contrast, private companies are not required to adopt the new revenue standard until they report their annual results. For example, a calendar-year-end private company would typically produce the results of its year ended December 31, 2019, in March or April 2020. In addition, if a private company’s financial statements for an interim period are required or are otherwise produced, the private company is not required to adopt the new revenue standard for that interim period if such period occurred in the year ended December 31, 2019. However, given that the annual results will be reported on a new basis (i.e., under ASC 606), a private company may find it beneficial to early adopt the standard for interim periods since the company would otherwise be required to revise the accounting for its revenue transactions as presented in its interim financial statements when including full-year results in its year-end reporting.
High-Level Overview of the Five-Step Model
The graphic below summarizes the five-step model for recognizing revenue under ASC 606.
For a comprehensive discussion of the new revenue standard and each of the five steps, see Deloitte’s A Roadmap to Applying the New Revenue Recognition Standard.
Disclosure Requirements for Private Companies
The FASB gave private companies some relief related to applying the new revenue standard by permitting them to elect not to provide certain of the standard’s quantitative and qualitative disclosures. The paragraphs below discuss the disclosure requirements for private companies under ASC 606.
Disaggregation of Revenue
ASC 606-10-50-5 requires public companies to “disaggregate revenue . . . into categories that depict how the nature, amount, timing, and uncertainty of revenue and cash flows are affected by economic factors.” ASC 606-10-55-91 provides the following examples of categories that public companies may consider when preparing their disaggregated revenue disclosures, including (but not limited to):
- “Type of good or service.”
- “Geographical region.”
- “Market or type of customer.”
- “Type of contract.”
- “Contract duration.”
- “Timing of transfer of goods or services.”
- “Sales channels.”
Private companies may elect not to disclose the disaggregated revenue information required by ASC 606-10-50-5; however, under ASC 606-10-50-7, such companies should, at a minimum, provide revenue information “disaggregated according to the timing of transfer of goods or services (for example, revenue from goods or services transferred to customers at a point in time and revenue from goods or services transferred . . . over time).” Further, because private companies are not required to provide segment reporting information, they need not reconcile such data to the disaggregated revenue information.
Private companies are required to disclose the opening and closing balances of receivables, contract assets, and contract liabilities from contracts with customers, if not separately presented or disclosed. However, they may elect not to disclose the other contract balance information required by ASC 606-10-50-8 through 50-10 and ASC 606-10-50-12A. That is, private companies are not required to disclose:
- The amount of revenue recognized in the current period that was previously recognized as a contract liability.
- The amount of revenue recognized that is related to “performance obligations satisfied . . . in previous periods” (e.g., because of changes in the transaction price).
- “[H]ow the timing of satisfaction of its performance obligations . . . relates to the typical timing of payment and the effect . . . on the contract asset and the contract liability balances.”
- “[A]n explanation of the significant changes in the contract asset and the contract liability balances during the reporting period.”
ASC 606-10-50-12 requires private companies to disclose information about the nature of their performance obligations, including:
- “When the entity typically satisfies its performance obligations (for example, upon shipment . . . as services are rendered . . .).”
- Significant payment terms, including information about variable consideration and significant financing components.
- “The nature of the goods or services that the entity has promised to transfer,” including arrangements in which the company is acting as an agent.
- “Obligations for returns, refunds, and other similar obligations.”
- “Types of warranties and related obligations.”
Remaining Performance Obligations
ASC 606-10-50-13 requires a public company to disclose the “aggregate amount of the transaction price allocated to the [remaining] performance obligation” and when the company expects to recognize that amount as revenue (either on a quantitative or qualitative basis). Many refer to this requirement as the “backlog” disclosure because a company must describe expected future revenue to be recorded on partially completed contracts.
For example, suppose that a calendar-year-end public company sells a two-year magazine subscription to a customer on April 1, 20X8, for an up-front payment of $24. As of December 31, 20X8, the company has fulfilled nine months of the contract by delivering nine magazines to the customer and has recognized $9 of revenue. In accordance with ASC 606-10-50-13, the company is required to quantitatively disclose for December 31, 20X8, the $15 remainder as the transaction price allocated to the outstanding performance obligations since it expects to fulfill the 15 months left in the subscription and recognize the remaining $15 in revenue in future periods (i.e., in the years ending December 31, 20X9, and December 31, 20Y0).
The FASB decided to permit private companies to elect, as a practical expedient, not to disclose the information required by ASC 606-10-50-13 through 50-15 about their remaining performance obligations.
ASC 606-10-50-17 through 50-20 require public companies to disclose information about the significant judgments they used in (1) determining the amount and timing of revenue recognition, including information about the timing of satisfaction of performance obligations; (2) determining the transaction price; and (3) allocating the transaction price to the performance obligations in the contract.
Private companies may elect not to disclose the majority of the information required for public companies; however, at a minimum, they must disclose:
- The methods they used to recognize revenue for performance obligations satisfied over time (e.g., output or input methods).
- The methods, inputs, and assumptions they used to evaluate whether an estimate of variable consideration is constrained.
ASC 340-40-50-1 through 50-4 require public companies to disclose quantitative and qualitative information about their contract costs, including the closing balances of their capitalized contract costs, the amount of amortization and impairment losses they recognized in the reporting period, certain judgments they made in determining the costs to be capitalized, and the amortization method they used. Private companies, however, may elect not to disclose any information about their contract costs.
While ASC 606-10-50-22 requires public companies to disclose their election of practical expedients related to the determination of whether a significant financing component exists and the capitalization of incremental costs to obtain a contract, private companies do not have to disclose whether they have used any of the ASC 606 or ASC 340-40 practical expedients.
Interim Disclosure Requirements for Private Companies
Interim reporting requirements, including those related to disclosure, are outlined in ASC 270. In particular, ASC 270-10-50-1(a) requires public companies to disclose, at a minimum, “[s]ales or gross revenues, provision for income taxes, net income, and comprehensive income.” The new revenue standard amended the interim reporting requirements in ASC 270 to add ASC 270-10-50-1A, under which public companies must provide certain annual revenue disclosures on an interim basis.4
Many private companies are not subject to interim financial reporting requirements and therefore need not comply with those in ASC 270. In addition, ASC 270-10-50-1A applies only to public business entities, not-for-profit entities, and employee benefit plans. Thus, even if a private company produces interim financial information, it is not required to provide the interim disclosures that public companies must provide.
Internal Control Considerations Related to the New Revenue Standard
While the regulatory rules related to internal control may be less stringent for private companies than their public counterparts, internal controls are still an important topic, particularly regarding changes in the accounting, reporting, and disclosure of revenue. Below are some considerations for private companies as they implement ASC 606.
Internal Controls Over the Adoption of New Standards
The unique circumstances and considerations associated with the adoption of a new accounting standard can often result in an increased risk of material misstatement. Private companies should therefore consider circumstances that may be present only during the adoption period and evaluate whether there are any unique risks that require “one-time” internal controls (i.e., controls that operate exclusively during the adoption period). Management should also consider the internal controls, documentation, and evidence it may need to support:
- Entity-level controls such as the control environment and general “tone at the top.”
- Identification of material revenue streams and different contract types within those revenue streams.
- Accounting conclusions reached (e.g., as a result of preparing accounting white papers or internal memos memorializing management’s considerations and conclusions), including the effect on other account balances such as costs of sales or services, contract assets and liabilities, and income tax accounts.
- Information used to support accounting conclusions, new estimates, adjustments to the financial statements, and disclosure requirements.
- Identification and implementation of changes to information technology (IT) systems, including the logic of reports.
- The transition approach selected.
- The accounting logic used and journal entries (including the transition adjustments) that record the adoption’s impact.
- Any practical expedients applied and related disclosures.
- Changes to the monthly, quarterly, or annual close process and related reporting requirements (e.g., internal reporting, and disclosure controls and procedures).
See Appendix B for considerations related to additional risks and internal controls.
Risks and Internal Controls Associated With the Five-Step Model
As a result of the new revenue standard’s requirement that companies apply a five-step model for recognizing revenue, it is possible that new financial reporting risks will emerge, including new or modified fraud risks, and that new processes and internal controls will be required. Companies should therefore consider whether they need to modify their internal controls to address such risks.
For example, in applying the five-step model, management will need to make significant judgments and estimates (e.g., the determination of variable consideration and whether to constrain such consideration). It is critical for management to (1) evaluate the risks of material misstatement associated with these judgments and estimates, (2) design and implement controls to address those risks, and (3) maintain documentation that supports the assumptions and judgments that underpin its estimates. Appendix B outlines the five-step revenue recognition model and contains examples of risks and controls for consideration.
Significant Changes in Information and Related Data-Quality Needs
Private companies may need to gather or track new information to comply with the five-step model and related disclosure requirements. Management should consider whether appropriate controls are in place to support (1) the necessary IT changes (including change management controls and, once the IT changes have been implemented, the testing of their design and operating effectiveness) and (2) the accuracy of the information used by the company to recognize revenue and provide the required disclosures. The table below illustrates some potential challenges and examples of internal control practices.
Example of Internal Control Practice
Applying the COSO Principles
The Committee of Sponsoring Organizations of the Treadway Commission’s (COSO’s) Internal Control — Integrated Framework provides 17 principles and related guidance that private companies may want to consider in their evaluation and design of controls in response to the new revenue standard. They may also want to consider any evidence and documentation they will need to support the operation of those controls. For further discussion, see Deloitte’s May 9, 2017, Heads Up on internal control considerations related to adoption of the new revenue standard.
Lessons Learned From Public Companies’ Experiences
The experiences of public companies may prove helpful to private companies as they implement the new revenue standard’s requirements, particularly its recognition and measurement principles. The following graphic illustrates some lessons learned from public companies regarding the implementation process:
For a comprehensive discussion of the above lessons learned, see Deloitte’s Revenue Recognition Standard for Private Companies: No Free Passes.
Appendix A — Summary of Disclosure Requirements, Including Practical Expedients, for Private Companies
Appendix B — Examples of Risks and Internal Control Considerations Related to Adoption of the New Revenue Standard and the Five-Step Model for Recognizing Revenue
The table below summarizes certain risks associated with a private company’s adoption of the new revenue standard’s five-step model and examples of related control considerations.
FASB Accounting Standards Update (ASU) No. 2014-09, Revenue From Contracts With Customers.
For titles of FASB Accounting Standards Codification (ASC) references, see Deloitte’s “Titles of Topics and Subtopics in the FASB Accounting Standards Codification.”
For insights into lessons learned from public companies that have already adopted ASC 606, see Deloitte’s Revenue Recognition Standard for Private Companies: No Free Passes.
ASU 2014-09 amended the interim reporting requirements in ASC 270 to add ASC 270-10-50-1A, which requires public companies to provide the following annual revenue disclosures on an interim basis:
- “[D]isaggregation of revenue.”
- “[O]pening and closing balances of receivables, contract assets, and contract liabilities.”
- “Revenue recognized in the reporting period that was included in the [opening] contract liability balance.”
- “Revenue recognized in the reporting period from performance obligations satisfied (or partially satisfied) in [prior] periods.”'
- Information about the transaction price allocated to the remaining performance obligations.
At a minimum, a private company must, under ASC 606-10-50-7, disclose “revenue disaggregated according to the timing of transfer of goods or services (for example, revenue from goods or services transferred to customers over time).”
At a minimum, a private company must disclose the methods used to recognize revenue for performance obligations satisfied over time.
This includes the methods, inputs, and assumptions used in an entity’s assessment.
At a minimum, a private company must disclose the methods, inputs, and assumptions used in evaluating whether an estimate of variable consideration is constrained.
One or more controls may address one or more risks. The number of controls a company may have will vary depending on how the controls are designed to address the company’s risks.