Companies concerned about the implications of adopting the new revenue recognition standard and accessing capital markets soon afterward are getting no upfront pass on the extra reporting requirements that might entail.
Staff at the Securities and Exchange Commission are pointing companies to some impracticability relief already written into accounting standards that they can take into account should the situation arise, and they’re offering to answer questions about individual cases.
It’s likely a concern of the biggest companies that are furthest along in their plans to implement the new revenue recognition standard and want to adopt the standard under the full retrospective method to give investors the most complete view of the company’s historical performance. Under the full retrospective method, companies will present three years of information in financial statements upon adoption of the new accounting as if they had followed the standard all along.
Should those companies electing the full retrospective method then choose to access capital markets via a Form S-3 shelf registration in the year of adopting the new revenue recognition standard, they would need to present an additional year of historical financial statement data under the new revenue accounting. Form S-3 requires companies to provide one more year of financial statement data than quarterly or annual filings, so companies adopting in 2018 would need to present not only 2017 and 2016 information under the new revenue standard, but 2015 information as well.
Nili Shah, deputy chief accountant at the SEC, said during a national accounting conference that the staff has received plenty of questions on whether the staff would provide some relief on the extra year of information required by Form S-3. Accounting experts have asserted such relief might incentivize more companies to follow the full retrospective method, which would give better information to investors upon adoption of the revenue standard.
“At this time, the staff has no plans to change the basic form requirements,” said Shah. She pointed out, however, that transition guidance in the new revenue standard contains an “impracticability” exception for companies that choose to follow the full retrospective method.
Depending on a company’s circumstances, that might give companies the “out” they are seeking on presenting the extra year of historical information under the new standard, Shah said. “If you have questions, you can consult the chief accountant’s office, who can help you with those questions,” she said.
For companies adopting the standard under the modified retrospective method, which allows companies to present historical information using a cumulative approach supplemented by disclosures, the shelf registration issue would not apply, said Shah. “With the modified method, you aren’t restating prior periods, so the question doesn’t apply to you,” she said.
The shelf registration question also does not apply to companies that will adopt the new revenue recognition standard in 2019. “The new leasing standard has different transition provisions than revenue recognition, so the shelf registration question doesn’t apply there,” she said.