FASB memos shed light on private company revenue recognition issues

By Ken Tysiac

Two FASB staff memos issued last month provide insight to private company financial statement preparers on how to overcome implementation challenges that some have encountered with the new revenue recognition standard.

The memos address concerns raised in a letter sent to FASB in January by the AICPA Technical Issues Committee (TIC). In the letter, TIC requested private company exceptions to certain elements of Accounting Standards Update No. 2014-09, Revenue From Contracts With Customers (Topic 606).

FASB’s memos addressed some of the issues raised in the TIC letter. The memos addressed TIC’s statements that:

  • FASB should consider a practical expedient to allow private companies to recognize revenue on out-of-pocket costs based on the amount to be reimbursed when the costs are incurred.
  • The “enforceable rights and obligations” notion for recognizing revenue under Topic 606, described as a “matter of law” in the standard, may require legal expertise and could lead to costs and complexity in private company financial reporting.
  • For short-cycle manufacturers, the application of one of the criteria for recognition over time (rather than at a point in time) may add cost and complexity for an entity as it determines whether it has an enforceable right to payment.

Other issues from the TIC letter are not addressed in the memos. These include a request to reconsider the effective date of the revenue recognition standard for not-for-profit conduit debt obligors, and a request to permit private companies to continue to use accounting policy election to apply the incremental cost method for customer options for additional goods and services that are a material right.

The memos are excerpted from a paper that was prepared for discussion by the Private Company Council (PCC), which advocates with FASB on private company accounting issues. The memos do not purport to represent the views of any individual members of FASB or the staff, nor do the memos claim to establish acceptable application of GAAP.

Nonetheless, the memos provide insight into the thinking of FASB’s staff related to some issues raised by TIC.

The first memo, dated June 15, explains that many public companies have avoided the need to estimate out-of-pocket reimbursements using existing guidance in the revenue recognition standard. The principal-versus-agent analysis narrows the population of contracts affected by the out-of-pocket issue, according to the memo, as several PCC members said during an April meeting that “passthrough expenses” should not have to be estimated and should not have any effect on profit margins.

FASB staff outreach shows that when a company is required to estimate the reimbursement, most companies retain current practice by asserting that the change is immaterial. When the reimbursements are material, the memo says companies have handled implementation in one of three ways:

  • Developing estimates at the portfolio level;
  • Implementing thresholds for the accounting (that is, only estimating reimbursements over a certain amount); or
  • Implementing new tracking systems.

FASB’s staff plans to develop an education plan on this topic.

The second memo, dated June 19, states that in some cases it may not be clear whether a contract exists, so additional work may be required (which may or may not require legal assistance) to determine whether enforceable rights and obligations to payment exist.

But the memo states that such additional work would be required in a minority of contracts, and that the new rules are “not dissimilar from today’s requirements.” The memo states that in most cases, it will be obvious if the contract meets the Step 1 requirement of the new revenue recognition model to identify a contract with a customer.

With regard to short-cycle manufacturing, FASB’s staff understands that preparers have had questions about how to handle contracts when the entity creates a good with no alternative use and the contract with its customer does not specify by its written terms the entity’s right to payment upon contract termination. Preparers have wondered if FASB intended for companies to analyze every law in every jurisdiction to determine whether there is recoverability.

The memo states that FASB’s staff believes it’s reasonable to interpret from the revenue recognition guidance that when a contract’s written terms do not specify the entity’s right to payment upon contract termination, an enforceable right to payment is presumed not to exist.

Ken Tysiac (Kenneth.Tysiac@aicpa-cima.com) is a JofA editorial director.

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