Technology Highlights — Challenges Associated With Applying the New Revenue Standard: EITF Project on Revenue Recognition for Contract Modifications of Intellectual Property
For public entities, the new revenue standard (ASC 6061) became effective for annual reporting periods beginning after December 15, 2017.
The standard is effective for all other entities for annual reporting periods beginning
after December 15, 2018. Early adoption is permitted for annual reporting periods
beginning after December 15, 2016.
While ASC 606 will affect organizations differently depending on their
facts and circumstances, we have identified certain aspects of its application that are
especially challenging for technology companies. This Technology Alert is the
fifth installment in a series intended to help technology entities better understand the
new guidance, particularly private organizations that are currently adopting the
standard’s requirements.
Executive Summary
ASC 606 requires an entity to recognize revenue for license
renewals no earlier than the beginning of the renewal period.2 In addition, a contract modification, which is a change in price or scope
(or both), must be accounted for as a separate contract when (1) the scope of
the contract increases because of additional goods or services that are distinct
and (2) the price of the contract increases by an amount that reflects the
entity’s stand-alone selling prices (SSPs) for those additional goods or
services, adjusted to reflect the circumstances of the contract (e.g., a
discount because an entity may not incur additional selling-related costs when
modifying a contract). If a contract modification does not result in a separate
contract, the entity must determine whether the modification constitutes (1) the
termination of the existing contract and the creation of a new contract, (2) a
part of the existing contract, or (3) a combination of both.3
A modification of a term license of intellectual property (IP) may include an
extension to the original license’s term with the purchase of additional rights.
For example, it is common in the software industry for customers to purchase
additional seats to a software product while extending the term of the original
seats purchased for that same software product. Views differ on whether to apply
the guidance on license renewals to these types of modifications, particularly
when the modifications are considered a termination of the existing contract and
the creation of a new one because the additional goods or services are not
priced at their SSPs.
There is an additional emerging issue in the software industry related to
contracts that include (or are modified to include) an option that allows the
customer to convert from an on-premise license arrangement to a cloud-based
arrangement under which the software is hosted. This issue may become more
prevalent because customers of software entities frequently migrate from
on-premise software solutions to cloud-based platforms. Views differ on how to
account for the revocation of the licensing rights and the conversion to a
hosted solution.
At its May 8, 2019, meeting, the FASB decided to add to the
technical agenda of its Emerging Issues Task Force (EITF or “Task Force”) a
project4 on contract modifications of licenses of IP. While the issues that
resulted in the project originated in the software industry, they apply broadly
to licenses of IP and could therefore affect many other industries (e.g., media
and entertainment, biotech). The FASB staff has also established a working group
to provide feedback to the Task Force related to the project. The scope of the
project includes:
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Accounting for contract modifications in which the contract term for existing rights is extended and additional rights are purchased.
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Accounting for situations in which licensing rights are revoked, including conversion of on-premise term licenses to cloud-based arrangements.
At the June 13, 2019, EITF meeting, the FASB staff held an educational session on
the project and solicited feedback from the Task Force about next steps. The
issues, and alternatives developed by the FASB staff for their resolution, are
summarized below.
For additional information about the June 13, 2019, EITF meeting, including
summaries of other issues discussed, see Deloitte’s June 2019 EITF Snapshot.
Accounting Issues
Contract Term Extension With Additional Rights
While ASC 606 addresses contract modifications and license renewals, there is
no explicit guidance on circumstances in which a modification to a licensing
arrangement is not solely a renewal of the same terms and conditions of the
original license. As a result, views differ on the accounting for
modifications of licensing arrangements that involve extensions of the
original license term and grants of additional rights. Application of the
current modification guidance may result in revenue recognition for both the
extension of the original license and the additional licenses on the date of
the modification, particularly if the modification is considered a
termination of the existing contract and the creation of a new one.
Alternatively, application of the current license renewal guidance may
result in revenue recognition for the extension of the original license at
the beginning of the renewal period (but recognition of the additional
licenses on the modification date).
To address these matters, the FASB staff developed the three
potential accounting alternatives described below. In each alternative, the
following example (from Issue Summary No. 1 for the project) is discussed:5
Example 1
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“Entity A enters into a contract on 1 January 2018 with Customer B to transfer a software license to 100 seats of Product A for a 2-year term for $200,000, which reflects the SSP of Product A.
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On 31 December 2018, Entity A and Customer B modify the contract because the customer made an acquisition and needs more seats. As part of the modification, the old license is terminated, and the customer is granted a new license to 150 seats for a 2-year term for an additional $200,000, which reflects the same per-seat pricing of the original contract.”
Alternative 1 — Account for the Additional Rights as a Separate Contract and Apply the Renewal Guidance to Existing Rights
Under this alternative, because performance related to
the original license seats has been completed (i.e., control of the
initial license seats has already been transferred to the customer), a
new contract associated with the modification is separate from the
original contract and has performance obligations that represent (1) a
renewal or license extension of the original seats and (2) a new
contract for additional seats. An entity would allocate the transaction
price to the two performance obligations and apply the use and benefit
guidance6 to determine when to recognize revenue. The consideration
allocated to the performance obligation representing the renewal (i.e.,
extension of the term of the original license) would be deferred and
recognized at the beginning of the license renewal period. The
consideration allocated to the new seats would be recognized on
commencement of the new contract (when the customer is able to use and
benefit from the additional seats).
If Entity A in Example 1 above executes a new contract on December 31,
2018, and applies this alternative, the new contract is separate from
the original contract and has two performance obligations: (1) a
one-year license for the original 100 seats and (2) a two-year license
for an additional 50 seats. Entity A allocates $100,000 of the
transaction price to the one-year license for 100 seats and $100,000 to
the two-year license for 50 seats. The extension of the term for the
existing 100 seats represents a renewal of the original license, and the
$100,000 consideration allocated to this performance obligation is
deferred and recognized at the beginning of the license renewal period
on January 1, 2020. The $100,000 consideration allocated to the 50 new
seats is recognized on December 31, 2018 (the modification date).
Alternative 2 — Determine Whether Modifications Represent a Separate Contract or a Termination and New Contract
Under this alternative, an entity would need to
determine whether the contract modification of the license of IP
represents (1) a separate contract or (2) the termination of an existing
contract and the creation of a new contract based on an evaluation of
whether the additional goods or services added are priced at their
SSPs.7
If the additional licenses (the extension of the license for the original
seats and the license for the additional seats) are accounted for as a
separate contract, revenue for the extension of the license for the
original seats would be deferred and recognized at the beginning of the
renewal period. Revenue for the license for the additional seats would
be recognized on commencement of the new contract. This manner of
recognition is similar to that described in Alternative 1 above.
If the modification is accounted for as the termination of an existing
contract and the creation of a new contract, revenue for both the
extension of the license for the original seats and the license for the
additional seats would be recognized on commencement of the new
contract. This manner of recognition is similar to that described in
Alternative 3 below.
The FASB staff acknowledged that determining which
modification guidance to apply on the basis of an evaluation of SSP may
be operationally challenging because many entities have broad pricing
latitude for licenses of IP. For example, because there is typically
little or no incremental cost to providing a software license, many
entities have a broad range of pricing for their software licenses.8
If, in applying this alternative to Example 1 above, Entity A concludes
that the modification is a separate contract, the extension of the term
for the existing 100 seats represents a renewal of the original license
and the $100,000 consideration allocated to this performance obligation
is deferred and recognized at the beginning of the license renewal
period on January 1, 2020. The $100,000 consideration allocated to the
50 new seats is recognized on December 31, 2018 (the modification date).
If instead Entity A concludes that the modification is a termination of
the existing contract and the creation of a new contract, it would
recognize the entire $200,000 on December 31, 2018.
Alternative 3 — Modifications Always Terminate the Existing Contract
Under this alternative, modifications of licenses always represent the
termination of the existing contract and the creation of a new contract.
There is no requirement to analyze contract pricing (i.e., determine
whether the extension of the license for the original seats and the new
license for the additional seats are priced at their SSPs). Entities
would apply the use and benefit guidance as of the new contract date
and, on the modification date, would recognize revenue related to any
additional licenses granted under the modification. Since application of
the renewal guidance would be narrower under this alternative than it
would be under the others, entities would be more likely to recognize
revenue earlier.
If Entity A in Example 1 above applies this alternative, it would
recognize the entire $200,000 on December 31, 2018.
The following table summarizes the timing of revenue recognition under
each of the three alternatives above:
Revocation or Conversion of Licensing Rights
An emerging issue in the software industry is the existence
of contracts that include, whether from inception or by subsequent
modification, a feature that allows a customer to convert an on-premise
software license (“software license”) to a cloud-based or hosted software
solution (e.g., a software-as-a-service (SaaS) arrangement).9
Under the guidance in ASC 606, revenue from software
licenses is recognized (1) at the point in time when the entity provides (or
otherwise makes available) a copy of the software to the customer and (2)
when the period in which the customer is able to use and benefit from the
license has begun. Revenue from a SaaS arrangement is typically recognized
over time because the performance obligation is likely to meet the
conditions for such recognition. While ASC 606 also includes guidance on
contract modifications,10 material rights,11 and sales with a right of return,12 it does not directly address transactions in which a software license
is revoked or converted to a SaaS arrangement. As a result, there are
diverse views on the accounting for such arrangements, particularly those in
which an on-premise software license that is recognized at a point in time
is converted to a cloud-based service for the same underlying software
product that is recognized over time.
To address this issue, the FASB staff has developed the two potential
accounting alternatives described below. Our discussion of each alternative
includes references to the following example:
Example 2
On January 1, 2018, Entity D enters into a
noncancelable two-year contract with Customer E for
$1 million to provide an on-premise software license
with PCS for 100 seats and a SaaS conversion right.
At the beginning of the second year, E has an
irrevocable option to convert any number of seats of
the software license to a SaaS arrangement for the
same underlying software for no additional
consideration. However, E loses its right to the
on-premise license and related PCS if it converts to
the SaaS arrangement (the SaaS arrangement includes
support).
Entity D has similar arrangements with other
customers and expects E to convert 50 percent of the
seats at the beginning of the second year. The SSP
for the software license bundled with PCS is the
same as the SSP for the SaaS arrangement for the
same term and number of seats (i.e., $5,000 per year
per seat). The SSPs per year per seat for the
software license and PCS are $4,150 and $850,
respectively.
Alternative A — Defer a Portion of the Software License Revenue and Recognize It Over the SaaS Period
Under this alternative, an entity applies a
right-of-return model when accounting for the potential that a software
license will be converted to a SaaS arrangement. At contract inception,
the entity would estimate and recognize an adjustment to the transaction
price (and reduce revenue) to account for the potential conversion. The
right of return would be accounted for as variable consideration,
subject to the constraint, and the estimate would be reassessed in each
reporting period (with changes in the return reserve recognized as an
adjustment to revenue). If a conversion occurs, the amount previously
deferred as a contract liability13 would be recognized as SaaS revenue over the remaining term.
If Entity D in Example 2 above applies this alternative, it would
recognize revenue of $622,500 [($50 seats × 2 years × $4,150) + (50
seats × 1 year × $4,150)] on January 1, 2018, for the software licenses
not expected to convert to SaaS arrangements. It would also recognize a
return reserve (i.e., a contract liability) of $250,000 (50 seats × 1
year × $5,000) on January 1, 2018. Entity D would recognize $85,000 (100
seats × 1 year × $850) for PCS in 2018 and $42,500 (50 seats × 1 year ×
$850) for PCS in 2019. Entity D would reassess its reserve estimate in
each reporting period. In addition, if Customer E converts 50 seats to a
SaaS arrangement on January 1, 2019, D would recognize $250,000 over the
one-year SaaS term.
While it is assumed in the above example that Entity D’s initial estimate
is accurate, we believe that applying this alternative could be
challenging to many software entities to determine an appropriate
estimate for conversions because they do not have sufficient historical
data.
Alternative B — Account for the SaaS Conversion Prospectively
Under this alternative, the conversion from a software license to a SaaS
arrangement is a contract modification that results in a separate
contract, which is accounted for prospectively. There is no adjustment
to or reversal of revenue upon conversion to a SaaS arrangement because
control of the software license was transferred at the beginning of the
license period. Any “credit” provided (revenue previously recognized for
the portion of the license that has been revoked for the remaining term)
would not be included in the allocation to SaaS revenue. Rather,
consideration related to unrecognized revenue (if any) would be
allocated to the remaining performance obligations and recognized over
the remaining arrangement term.
If Entity D in Example 2 above applies this alternative, it would
recognize $830,000 (100 seats × 2 years × $4,150) of revenue on January
1, 2018, for the software licenses without regard to expected
conversions. It would also recognize $85,000 (100 seats × 1 year × $850)
for PCS in 2018. Further, upon conversion of the 50 seats on January 1,
2019, D would recognize the remaining unrecognized revenue of $85,000
related to PCS for 50 seats and SaaS for 50 seats over the remaining
one-year term.
This alternative would be less costly to implement, but the amount of
revenue recognized for the SaaS portion of the arrangement would be
significantly less than its SSP, and the amount of revenue recognized up
front for the software license would be significantly more than the SSP
of the license actually used.
The following table summarizes the timing of revenue recognition under
each alternative:
Recycling Revenue Alternative (Considered but Dismissed)
The FASB staff considered but did not propose an alternative that would
allow entities to reverse software license revenue upon conversion to a
SaaS arrangement (with no reserve for the estimate of conversions at
contract inception) and recognize the reversed revenue over the SaaS
period (referred to as “recycling revenue”). The staff acknowledges that
this approach is currently applied in practice; however, it believes
that recycling revenue is not a preferable outcome and is concerned
about whether the financial reporting result would be meaningful to
users of financial statements.
While the FASB staff reviewed different types of arrangements that
include conversion rights, an entity’s use of certain structures could
add complexity to its application of the accounting alternatives. For
example, depending on the facts and circumstances, an entity may have
concluded that since its arrangements contain material rights, it should
defer revenue under this approach rather than apply a right-of-return
method. As another example, an entity may include in its arrangements
the ability to switch back and forth between an on-premise software
license and a SaaS arrangement at any point as long as the number of
seats is capped to an agreed amount. Such an entity may reasonably
conclude that it should account for these “remix” rights as (1) revenue
allocated to a performance obligation associated with a software license
with a cap for the entire term of the arrangement that is recognized up
front when control of the license has transferred and (2) revenue
allocated to a performance obligation associated with a SaaS arrangement
with a cap for the entire term of the arrangement that is recognized
over time beginning at the inception of the arrangement if the customer
has access to the SaaS from inception (i.e., if the entity is standing
ready to provide the SaaS at any point at the customer’s option).
Further, an entity may include in its arrangements the ability to
convert to a SaaS arrangement at several discrete points in time during
an arrangement instead of a single point or at any point. We understand
that fact patterns such as these are evolving, and we believe that
establishing solutions that address as many of these challenging
scenarios as possible will be important to the success of the EITF’s
project.
EITF Discussion and Next Steps
No decisions related to the project were made at the EITF’s June 13, 2019,
meeting. The Task Force offered suggestions to the FASB staff regarding
potential issues as well as questions for the working group to deliberate, and a
meeting of the working group has been scheduled for July 16, 2019. At the EITF’s
September 2019 meeting, the Task Force is expected to redeliberate the issues on
the basis of additional outreach and feedback from the working group.
Contacts
Sandie Kim
Audit & Assurance Partner
National Office Accounting and
Reporting Services
Deloitte & Touche LLP
|
Blair McCauley
Audit & Assurance Senior
Manager
National Office Accounting and
Reporting Services
Deloitte & Touche LLP
|
Mohana Dissanayake
Audit & Assurance Partner
U.S. Technology, Media &
Telecommunications Industry Leader
Deloitte & Touche LLP
|
Michael Wraith
Audit & Assurance Partner
U.S. Technology Industry
Professional Practice Director
Deloitte & Touche LLP
|
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
See ASC
606-10-55-58C(b).
3
See ASC 606-10-25-10 through 25-13.
4
EITF Issue No. 19-B,
“Revenue Recognition — Contract Modifications of Licenses of
Intellectual Property.”
5
Many entities
typically include postcontract customer support (PCS) when selling
software licenses. However, for simplicity, the example excludes
such PCS.
6
ASC
606-10-55-58C specifies that revenue from a license of IP cannot
be recognized before both (1) the entity provides or makes
available a copy of the IP to the customer and (2) the beginning
of the period in which the customer is able to use and benefit
from its right to use the IP. Because the software license has
already been provided, it is relevant to analyze when the
customer is able to use and benefit from the rights to the
software license.
7
In accordance
with ASC 606-10-25-12, a contract modification is a separate
contract if additional distinct goods or services are added that
are priced at their SSPs. In accordance with ASC 606-10-25-13, a
contract modification is the termination of an existing contract
and the creation of a new contract if additional distinct goods
or services are added that are not priced at their SSPs. In
Example 1 above, it is assumed that the extension of the license
for the original seats and the license for additional seats are
distinct from the license for the original seats transferred
before the modification.
8
See Deloitte’s
December
14, 2018, and February 28, 2019,
Technology Alert publications for additional guidance
on establishing SSPs for term licenses.
9
A SaaS arrangement
would allow the customer to access the software on the vendor’s
equipment but not obtain control of the underlying software in
accordance with the requirements in ASC 985-20-15-5.
10
See ASC 606-10-25-10
through 25-13.
11
See ASC 606-10-55-41
through 55-45.
12
See ASC 606-10-55-22
through 55-29.
13
While
right-of-return reserves are typically recognized as a refund
liability, a noncancelable contract would result in a contract
liability (e.g., deferred revenue) for an entity’s expected
performance associated with a SaaS arrangement.