Considerations Related to Identifying Contracts With Customers Under Step 1 of the ASC 606 Revenue Recognition Model
This is one of a series of aerospace
and defense (A&D) industry spotlights. This series focuses on key accounting and
operational matters relevant to companies within the A&D industry.
Overview
Many commercial companies and traditional U.S. government (USG)
contractors have contracts for which revenue is recognized over time in
accordance with ASC 606.1 Step 1 of the ASC 606 revenue recognition model, “Identify the contract(s)
with a customer,”2 is particularly important since government contracts often involve complex
arrangements, including long-term contracts, multiple deliverables, and
significant customization. The criteria that must be met to establish the
existence of a contract between an entity and its customer are intended to
demonstrate that there is a valid and genuine transaction between the parties
and that they have enforceable rights and obligations that will have true
economic consequences.
USG contracts are exchange transactions in which the U.S. government obtains
control of goods or services in exchange for consideration. These arrangements
are different from government grants, in which an entity receives funding from
the government, but the government does not directly receive goods or services
in exchange for that funding.
Correctly identifying a contract and its enforceable rights and obligations is
crucial because the rest of the ASC 606 revenue recognition model cannot be
applied until a valid contract is in place. Further, varying contracting
practices can sometimes make the identification and determination of enforceable
rights and obligations difficult. Even if two parties are in basic agreement
about the main terms of a contract, no contract would exist if the parties’
rights and obligations under the contract are not legally enforceable.
This spotlight discusses key considerations related to identifying contracts with
customers under step 1 of the ASC 606 revenue recognition model and is intended
to supplement the considerations discussed in Deloitte’s Roadmap Revenue Recognition.
Undefinitized or Unfunded Contracts
In scenarios involving undefinitized contract actions and
handshake agreements, the criteria for contract existence in ASC 606-10-25-1
could be met for both the funded and unfunded portions of a contract if (1) an
entity and its customer have an approved enforceable agreement under which they
can identify their enforceable rights and obligations related to the promised
goods and services to be transferred and (2) the customer has the ability and
intention to pay the entity for the promised goods and services. Contracts can
be written, oral, or implied. In determining whether a contract with a customer
exists, an entity should focus on what is legally enforceable as a matter of
law.
Any unfunded portion of a contract should be evaluated under the variable
consideration guidance in ASC 606 in a manner similar to the treatment of award
and incentive fees, and it should be included in the transaction price before
funding is certain. The entity should include in the transaction price the
amount of estimated consideration only to the extent that it is probable that
(1) a significant reversal in the amount of cumulative revenue recognized will
not occur and (2) collectibility is probable. Therefore, the entity may conclude
that both the funded and unfunded portions of the contract could be included in
the transaction price, subject to the constraint guidance.
Best-Efforts-Basis, Research-and-Development-Cost-Sharing Arrangements
ASC 912-730 provides guidance on what it refers to as
“best-efforts-basis, research-and-development-cost-sharing arrangements.” ASC
912-730-05-2 states, in part, that “[c]ontractors may enter into contractual
arrangements in which the customer agrees to share the estimated costs of
certain research and development activities.” In the A&D industry, such
research-and-development activities may include the development of a prototype
for new or advanced satellite or spacecraft. For a contract of the type
described in ASC 912-730-05-2 to be accounted for as a best-efforts-basis,
research-and-development-cost-sharing arrangement under ASC 912-730 rather than
a contract with a customer that is subject to ASC 606, the following six
criteria in ASC 912-730-15-2(a) through (f) must be met:
- The activities performed in connection with the contractual arrangement qualify as research and development (see Subtopic 730-10).
- The contractor retains a right to the data and results of the research and development activities.
- The contractual arrangement obligates the contractor to perform only on a best-efforts basis to achieve the agreed-on objectives of the research and development activity, rather than to deliver a product or service meeting defined performance or other (such as design) specifications.
- At the inception of the contract, the contractor and the customer enter into the arrangement with the expectation that costs will be incurred in excess of amounts to be funded. This condition will be met if contractual or other documentation specifically evidences acknowledgment of this expectation by both the contractor and the customer. Implicit in this condition is the existence of significant uncertainty at the date the contractor enters into the arrangement regarding the likelihood of successfully securing follow-on contracts related to the research and development activity.
- The research and development arrangement is not combined with other contracts in accordance with the guidance on combining contracts in paragraph 606-10-25-9.
- The federal government is the sole or principal expected ultimate customer (including foreign military sales) for the research and development activity or products directly resulting from the research and development activity subject to the arrangements.
Connecting the Dots
Research-and-development activities related to best-efforts-basis,
research-and-development-cost-sharing arrangements are aimed at
developing or significantly improving a product or service, or a process
or technique, regardless of whether that which is being developed or
significantly improved is intended for sale or internal use. In other
words, research-and-development activities are those activities that
have a goal to create or greatly improve a product or process. Examples
of research-and-development activities are concept development,
engineering design, creation of prototypes, and product testing. Certain
activities are not considered research-and-development costs under ASC
730. Costs that are not considered research-and-development costs under
ASC 730 include costs incurred to perform a specific contract for other
parties, costs incurred to improve marketing or selling techniques, and
routine efforts to refine or improve the qualities of an existing
product. See ASC 730-10-55-1 and 55-2 for a detailed list of activities
that are and are not considered research and development within the
scope of ASC 730.
When determining whether the criterion in ASC 912-730-15-2(b) above is
met, entities should ensure that the contractual document clearly and
explicitly states the contractor’s rights. In addition, contractors
should evaluate whether there are other contracts with the same customer
entered into at or near the same time, as indicated in ASC
912-730-15-2(e) above. If (1) such contracts were negotiated as a
package with a single commercial objective, (2) the amount of
consideration to be paid in one contract depends on the price or
performance of the other contracts, or (3) the goods or services in the
contracts are a single performance obligation under ASC 606, the
contracts should be accounted for as a single contract under ASC 606 (or
under other GAAP if certain contractual elements are subject to guidance
outside of ASC 606) rather than a research-and-development contract
under ASC 912-730.
If a contract meets all six criteria in ASC 912-730-15-2, it should be accounted
for as a best-efforts-basis, research-and-development-cost-sharing arrangement
under ASC 912-730. Funds provided by the customer should be recorded as a
reduction of the contractor’s total research-and-development expenses rather
than as revenue from the contract. If timing of cash receipts differs from the
timing in which research-and-development expenses are incurred, an asset
(receivable) or liability (advance) should be recorded.
Indefinite Delivery, Indefinite Quantity Contracts
Indefinite delivery, indefinite quantity (IDIQ) contracts can
be considered contracts under step 1 of the ASC 606 revenue recognition model if
they meet five criteria: mutual approval and commitment, identifiable rights,
payment terms, commercial substance, and probable collectibility. An enforceable
quantity of goods or services must be explicitly stated in the contract
documentation. Initial orders under the IDIQ agreement (e.g., purchase orders,
delivery orders, or work directives) demonstrate approval and commitment.
However, notional quantities provided during the proposal process do not
demonstrate commitment since they do not create enforceable rights and
obligations. Once an initial order is placed and the quantity is specified, both
the contractor and the customer are committed to performing their respective
obligations (e.g., transferring the specified quantity of goods and paying
consideration for a specified quantity of goods).
Conclusion
After an entity determines that the criteria for establishing
the existence of a contract with a customer under step 1 of the ASC 606 revenue
recognition model are met, it needs to apply the other requirements of ASC 606.
Stay tuned for Deloitte’s upcoming A&D industry spotlights on applying steps
2 through 5 of the ASC 606 revenue recognition model.
Contacts
If you have questions about this publication,
please contact the following Deloitte professionals:
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Chris Chiriatti
Audit &
Assurance
Managing
Director
Deloitte &
Touche LLP
+1 203 761
3039
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Andrea Barry
Audit &
Assurance
Partner
Industrial
Products and A&D IPPD
Deloitte &
Touche LLP
+1 314 791
1290
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Danielle Myers
Audit &
Assurance
Partner
A&D Deputy
IPPD
Deloitte &
Touche LLP
+1 571 766
7473
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Eric Nicholson
Audit &
Assurance
Partner
A&D Deputy
IPPD
Deloitte &
Touche LLP
+1 206 716
6310
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Aiesha Ebraham
Audit &
Assurance
Senior
Manager
Deloitte &
Touche LLP
+1 619 237
6705
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Molly Raddatz
Audit &
Assurance
Manager
Deloitte &
Touche LLP
+1 703 251
1842
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Ally Toberman
Audit &
Assurance
Senior
Manager
Deloitte &
Touche LLP
+1 314 342
3172
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Footnotes
1
For titles of FASB Accounting Standards
Codification (ASC) references, see Deloitte’s “Titles of Topics and
Subtopics in the FASB Accounting Standards
Codification.”
2
Quoted from ASC 606-10-05-4.