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Eye Vision Inc, a long-standing medical device manufacturer, has signed a contract to sell Holland Hospital the Clear View Laser and a two-year separately priced maintenance plan for $1 million and $0.2 million respectively. On a when-and-if available bais, Eye Vision Inc. will provide software updats that is embedded with the Laser to maintainance purchasor. The software has never been sold without Laser for its functional necessity. In this memo, as explained below, we conclude that: 1. Eye Vision’s arrangement with Holland Hospital is not within the scope of ASC 985-605, Software: Revenue Recognition. 2. The deliverables in this arrangement are the Clear View Laser, embedded software, and maintenance plan, respectively. 3. The Clear View Laser together with embedded software and maintenance plan will be accounted for as separate units of accounting, respectively. 4. The laser with the embedded software will be recognized immediately.
The maintenance plan will be recognized on a straight-line basis over the length of the contract. 1. Is Eye Vision’s arrangement with Holland Hospital within the scope of ASC 985-605, Software: Revenue Recognition? The agreement between Eye Vision and Holland Hospital is not within the scope of ASC 985-605, Software: Revenue Recognition. According to ASC 985-605-15-4(e), subtopic ASC 985-605 does not apply to transactions and activities for “software components of tangible products that are sold, licensed, or leased with tangible products when the software components and nonsoftware components of the tangible product function together to deliver the tangible product’s essential functionality.” In the situation of the agreement, the clear view laser represents the tangible component, while the software component comes embedded internally within the laser.
The case states, that the laser has never been sold without the software because the software is essential to its functionality in performing medical procedures. We would like to consider both the Clear View Laser along with the embedded software as one tangible product. Further, ASC 985-605-15-4(f) goes on to state any “undelivered elements that relate to software that is essential to the tangible product’s functionality in (e)” would be considered out of scope. The maintenance plan, if purchased, would be defined as an undelivered element that relates to the software that is essential to the tangible product’s function. Therefore, we conclude that ASC 985-605 is not with in the scope of the arrangement and ASC 605-25, Revenue Recognition: Multiple-Element Arrangements should be used for proper rvenue recognition.
2. What are the deliverables in this arrangement?
The three deliverables in this arrangement between Eye Vision and Holland Hospital are the Clear View Laser, the embedded software and the maintenance plan. According to ASC 605-25-15-2, deliverables within contractually binding arrangements include products, services, or rights to use assets. Beyond that, ASC never defines what a deliverable is. Thus, determining whether the elements are separate deliverables is a matter of judgment. In this case, the Clear View Laser is the main product sold by Eye Vision and is definitely a deliverable.
The software provides Clear View Laser with additional functionalities other than what the laser alone could have done. Additionally in the future after the updating performed by the maintainance plan, the embedded software is necessary to perform the latest medical procedures for which the laser will be intended to, it should be considered another separate product or deliverable. As to the maintenance plan, it is sold by Eye Vision separately as an after-sale service, making it the third separate deliverable.
Alternative / Opposing Approach
One could argue that the Clear View Laser together with the embedded software is one deliverable. Both of the laser and the software cannot stand on their own as a separate deliverable. The ideas supporting this argument are as follow: 1. The Clear View Laser has never been sold without the embedded software. 2. Without each other, either the Clear View Laser or the embedded software provides no value to their customers. Although this alternative position sounds reasonable, we uphold our conclusion above because in this arrangement the laser and the software are equally important in terms of functionality. We should consider them two separate products, even though they have never been sold separately and provide no value to customers independently. 3. On the basis of the responses to Question 1 and 2, what are the units of accounting in this arrangement? The two units of accounting listed under the agreement between Eye Vision and Holland Hospital are the Clear View Laser and the maintenance plan. According to ASC 605-25-25-5, “In an arrangement with multiple deliverables, the delivered item or items shall be considered a separate unit of accounting if both of the following criteria are met.”
The first criterion under ASC 605-25-25-5 states, “The delivered item or items have value to the customer on a standalone basis. The item or items have value on a standalone basis if they are sold separately by any vendor or the customer could resell the delivered item(s) on a standalone basis.” In the case, the Clear View laser is sold only with the embedded software for proper functionality. In the event the sale is isolated, the software and laser have no independent value to the consumer considering the safety reasons of the medical devices. The standalone trascation of these two parts are infrequent, therefore we conclude that the Clear View Laser and software will be accounted for as one unit. Regarding the maintenance plan, it does have stand alone value to the consumer.
Any past or new owner of the laser can choose to purchase the maintenance plan independently for additional servicing as needed. We conclude this has a standalone value to the consumer and should be accounted for as its own unit. The second criterion states, “If the arrangement includes a general right of return relative to the delivered item, delivery or performance of the undelivered item or items is considered probable and substantially in the control of the vendor.” The agreement states that there is no general rights of return. Therefore this is not applicable. Each unit of accounting must be evaluated accordingly for the proper revenue recognition technique.
Alternative / Opposing Approach
It can be argued that when the Clear View Laser with the embedded software and maintenance plan are purchased together, they can all be accounted for as one unit. This is based off the idea that the maintenance plan has no stand alone value to the consumer in the event the Clear View Laser is not purchased in unison. According to ASC 605-25-25-3, “In applying the guidance in this Subtopic, separate contracts with the same entity or related parties that are entered into at or near the same time are presumed to have been negotiated as a package and shall, therefore, be evaluated as a single arrangement in considering whether there are one or more units of accounting.
That presumption may be overcome if there is sufficient evidence to the contrary.” Further this is supported by the criteria listed above in ASC 605-25-25-5. Even with supporting code, we reject this consideration due to the fact that previous owners of the Clear View Laser can purchase the maintenance plan at any given time. Therefore the maintenance plan can have stand alone value as listed initially. 4. On the basis of the responses to Question 3, discuss the revenue recognition accounting literature that would be applied to each unit of accounting identified in this arrangement. The first unit of accounting that we will consider is the laser containing the embedded software. Recognition of revenue will occur immediately upon the sale of the laser. As per ASC 605-10-S99: “Revenue generally is realized or realizable and earned when all of the following criteria are met:
1. Persuasive evidence of an arrangement exists 2. Delivery has occurred or services have been rendered 3. The seller’s price to the buyer is fixed or determinable 4. Collectibility is reasonably assured”
In connection with the sale to Holland Hospital, $1 million (the cost of the laser with embedded software) will be recognized immediately as all four criterion have been satified. As for the second unit of accounting, we will consider the maintenance plan that was purchased for two-year coverage. Unlike the laser, recognition of revenue for the maintenance plan will not occur at the time of sale since the plan does not meet all the four criteria under ASC 605-10-S99 due to the fact that the services have not been rendered upon sale. According to ASC 605-20-25-3: “Sellers of extended warranty or product maintenance contracts have an obligation to the buyer to perform services throughout the period of the contract and, therefore, revenue shall be recognized in income over the period in which the seller is obligated to perform.
That is, revenue from separately priced extended warranty and product maintenance contracts shall be deferred and recognized in income on a straight-line basis over the contract period except in those circumstances in which sufficient historical evidence indicates that the costs of performing services under the contract are incurred on other than a straight-line basis. In those circumstances, revenue shall be recognized over the contract period in proportion to the costs expected to be incurred in performing services under the contract. This leaves some ambiguity as to whether revenue shall be recognized on a straight line basis over the two-year contract or recognized in proportion to the costs expected to be incurred in performing services during the two-year contract. The audit team recommends recognizing the revenue on a straight line basis over the two-year period. In connection with the sale to Holland Hospital, $200,000 (the cost of the maintenance plan) will be recognized over the two years, $100,000 in 2010, $100,000 in 2011. There may be an instance where the maintenance plan will produce negative revenue.
If such case arises, guidance is provided by ASC 605-50-45-6. “Negative revenue may arise from the application of the guidance in this Subtopic to cash consideration given by a vendor to a customer or from transactions or changes in estimates that are required to be characterized as a reduction of revenue by other Subtopics in the Codification. The Examples in Section 605-50-55 discuss some of those Subtopics and underlying circumstances that could result in negative revenue. This Subtopic addresses whether the negative revenue amount should be recharacterized as an expense in the vendor’s income statement.” If this scenario occurs, 605-50-55 (too many Subtopics to list all here) will provide the guidance necessary to proceed.
If Eye Vision, which has been in business for over twenty years, has recognized its revenue from maintenance plans in a way other than the straight-line method, they could qualify under the portion of ASC 605-20-25-3 that states, “… circumstances in which sufficient historical evidence indicates that the costs of performing services under the contract are incurred on other than a straight-line basis. In those circumstances, revenue shall be recognized over the contract period in proportion to the costs expected to be incurred in performing services under the contract.” and continue doing so.
Also, regarding SEC Staff Accounting Bulletin (SAB) Topic 13: 605-10-s99-1, there are examples given that could support the recognition of revenue for the maintenance plan as services are rendered. “Supply or service transactions may involve the charge of a nonrefundable initial fee with subsequent periodic payments for future products or services. The initial fees may, in substance, be wholly or partly an advance payment for future products or services. Therefore, the up-front fee and the continuing performance obligation related to the services to be provided or products to be delivered are assessed as an integrated package.
In such circumstances, the staff believes that up-front fees, even if nonrefundable, are earned as the products and/or services are delivered and/or performed over the term of the arrangement or the expected period of performance and generally should be deferred and recognized systematically over the periods that the fees are earned.” (A systematic method would be on a straight-line basis, unless evidence suggests that revenue is earned or obligations are fulfilled in a different pattern, in which case that pattern should be followed.) Since Eye Vision “will offer, on a when-and-if available basis, new treatment applications for the Clear View Laser”, the “pattern” could be deemed “when available” (or when delivered).