In Depth IFRS 15 Industry Supplement – Software
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New revenue guidance No. US2017-13 July 25, 2017 Implementation in the software industry What’s inside: At a glance Overview…………………………1 Step 1: Identify the Public companies must adopt the new revenue standard in 2018. Almost every contract……………….…………2 company will be affected to some extent by the new guidance, though the effect Step 2: Identify will vary depending on industry and current accounting practices. Although performance obligations….6 originally issued as a converged standard under US GAAP and IFRS, the FASB and IASB have made slightly different amendments so the ultimate application of Step 3: Determine the guidance could differ under US GAAP and IFRS. transaction price……………18 Step 4: Allocate transaction price………………………..…...21 The Revenue Recognition Transition Resource Group (TRG) and the AICPA’s software revenue recognition task force have discussed various implementation Step 5: Recognize issues impacting companies across many industries. The SEC expects registrants revenue…………………………24 to consider these discussions in applying the new guidance as they may provide Contract costs..…….……….29 helpful insight. This publication reflects the implementation developments since the guidance was issued and highlights certain challenges specific to the software industry. The content in this publication should be considered together with our Revenue guide, available at CFOdirect.com. Overview Revenue recognition within the software industry has historically been highly complex with much industry-specific guidance. The new revenue standards (ASC 606 and IFRS 15, Revenue from Contracts with Customers) replace industry-specific guidance with a single revenue recognition model. As such, the accounting for software products and services is expected to be one of the areas most impacted by the new standards. This publication summarizes the more significant impacts of the new guidance on the software industry, broken down by step of the model. The effective date and transition guidance varies for companies reporting under each framework. Under US GAAP, public business entities must apply ASC 606 for annual reporting periods (including interim periods therein) beginning after December 15, 2017. Entities that are not public business entities reporting under US GAAP are required to apply ASC 606 for annual periods beginning after December 15, 2018. The standard permits early adoption for all companies for annual reporting periods beginning after December 15, 2016. Companies that report under IFRS are required to apply IFRS 15 for annual reporting periods beginning on or after January 1, 2018, and early adoption is permitted. National Professional Services Group | www.cfodirect.com In depth 1 1. Identify the contract Under the new revenue standards, a contract may be written, oral, or implied by the vendor’s customary business practices. Generally, any agreement with a customer that creates legally enforceable rights and obligations meets the definition of a contract under the new guidance. Software companies should consider any side agreements, whether verbal or written, as these may create enforceable rights and obligations and have implications for revenue recognition. In the software industry, a contract may take the form of formal signed contracts, purchase orders, electronic communications, or, in the case of consumer products, sales receipts. Master agreements often define all of the basic terms and conditions for transactions between the parties. A second communication in the form of a purchase order or electronic request that specifies the software products, quantities, and requested delivery dates often supplements the master agreement. In these cases, the master agreement and the additional communication constitute the contract with the customer because the quantities specified create enforceable rights and obligations between the two parties. Collectibility As part of identifying the contract, companies are required to assess whether collection of the consideration is probable, which is generally interpreted as a 75-80% likelihood in US GAAP and a greater than 50% likelihood in IFRS. This assessment is made after considering any price concessions expected to be provided to the customer. In other words, price concessions are variable consideration (which affect the transaction price), rather than a factor to consider in assessing collectibility. Further, the FASB clarified in an amendment of ASC 606 that companies should consider, as part of the collectibility assessment, their ability to mitigate their exposure to credit risk, for example by ceasing to provide goods or services in the event of nonpayment. The IASB did not amend IFRS 15 on this point, but did include additional discussion regarding credit risk in the Basis for Conclusions of their amendments to IFRS 15. New guidance Current US GAAP Current IFRS A company accounts for a A company is generally A company is required to contract with a customer when prohibited from recognizing consider the underlying all of the following criteria are revenue from an arrangement substance and economics of an met: until persuasive evidence of the arrangement, not merely its arrangement exists, even if the legal form. Contract has been software has been delivered and approved and the parties the other revenue recognition A company must establish that are committed criteria have been met. it is probable that the economic Each party’s rights are benefits of the transaction will identified Evidence of the arrangement flow to it before revenue can be Payment terms are defined. should be consistent with the recognized. vendor's customary business Contract has commercial A provision for bad debts substance practices. If the vendor customarily obtains a written (incurred losses on financial Collection is probable contract, a contract signed by assets, including accounts Management should reassess both parties is the only receivable) is recognized in a the arrangement at each acceptable evidence that the two-step process: (1) objective reporting period to determine if agreement exists. If the vendor evidence of impairment must be does not customarily obtain a present; then (2) the amount of National Professional Services Group | www.cfodirect.com In depth 2 the criteria are met. If an signed contract, the vendor the impairment is measured arrangement does not meet all must have other forms of based on the present value of of the criteria, the arrangement evidence documenting that an expected cash flows. is not accounted for using the arrangement exists (such as a five-step model. In that case, the purchase order, online company should recognize authorization, electronic consideration received as communication, or credit card revenue when one of the authorization). following events occurs: Revenue is deferred in its There are no remaining entirety if a company cannot obligations to transfer conclude that collection from goods or services to the the customer is reasonably customer, and substantially assured. all of the consideration has been received and is Expected impact nonrefundable. Today, software companies that customarily obtain a written The contract has been terminated, and the contract from their customers are precluded from recognizing consideration received is revenue under US GAAP until there is a written, final contract nonrefundable. signed by both the company and customer. The assessment of whether a contract with a customer exists under the new revenue The company transferred control of the goods or guidance is less driven by the form of the arrangement, but rather services, the company has by whether an agreement between the parties (either written, oral, stopped transferring goods or implied) creates legally enforceable rights and obligations or services to the customer between them. (if applicable) and has no The purpose of the collectibility assessment under the new guidance obligation to transfer is to determine whether there is a substantive contract between the additional goods or company and the customer. This differs from current guidance in services, and the which collectibility is a constraint on revenue recognition. consideration received from the customer is We expect the application of the collectibility assessment to be nonrefundable. [US GAAP similar under ASC 606 and IFRS 15, with the exception of the only] limited situations impacted by the difference in the definition of “probable”. IFRS 15 does not include the same implementation guidance The new guidance also eliminates the cash-basis method of revenue and examples related to the recognition that is often applied today if collectibility is not collectibility assessment; reasonably assured (US GAAP) or probable (IFRS). however, the IASB included Companies that conclude collection is not probable under the new discussion in its Basis for guidance cannot recognize revenue for cash received if (1) they have Conclusions that describes not collected substantially all of the consideration and (2) continue similar principles as the ASC to transfer goods or services to the customer. 606 implementation guidance. Example 1-1: Assessment of collectibility Facts: Software Co. decides to expand into a new market, which is currently experiencing economic stagnation. On December 15, 20x6, Software Co. enters into an arrangement with Engineering Co. to license its software and provide post-contract customer support (PCS) for a two-year term beginning January 1, 20x7. The total consideration is $2.4