Question
Should vendors consider factors other than those described in Q&A 2-04 and Q&A 2-05 when determining VSOE of fair value?
Answer
Yes. Vendors should consider the following additional factors when determining whether there is sufficient VSOE of fair value:
• Items sold separately — A vendor could use historical pricing information for items sold separately. If prices vary significantly, however, the vendor may be unable to use separate sales prices. To conclude that separate sales prices provide sufficient evidence of VSOE of fair value, a vendor must demonstrate that these prices are highly concentrated around a specific point and within a narrow range. For example, if 90 percent of a vendor’s separate sales of PCS during the past 12 months were priced between 15 and 17 percent of the net license fee, it may be appropriate to conclude that such separate sales prices constitute evidence of fair value. On the other hand, if the vendor’s separate sales prices reflected the following distribution, it would be inappropriate to conclude that VSOE exists:
Sales Price as a Percentage of Net
License Fee Percentage of Separate Sales
2% to 5% 20%
5% to 10% 30%
10% to 15% 35%
15% to 20% 15%
In evaluating whether separate sales prices are sufficiently concentrated to establish VSOE, a vendor should consider whether the population of separate sales needs to be stratified. Stratification may be required if the vendor has different pricing practices for different types of transactions or products. For example, a vendor may provide larger discounts to large blue-chip customers than it does to its smaller customers. In these situations, the dispersion of separate sales prices of the entire population may be wide, but the dispersion of separate sales prices for transactions with large blue-chip customers may be much less. Stratification should be based on objective criteria associated with a particular transaction. Factors that may affect pricing, and that a vendor should therefore consider in determining whether the population of separate sales should be stratified, include, but are not limited to:
1. Customer type. 2. Distribution channel.
3. Transaction size or volume (i.e., license fee, number of users). 4. Geographic location.
5. Products sold.
The size of the discount granted to a customer would not be a sufficient basis for stratifying the population.
If separate sales prices are sufficiently concentrated for a vendor to establish VSOE, a reasonable method of establishing fair value is to use the weighted average of the more recent prices charged for actual transactions when there is some variability in the prices charged.
• Items not yet sold separately — When a vendor’s management establishes a price for an element not yet sold separately, it should be probable that the element will actually be sold separately for the established price. The price established for an element that the vendor does not have the ability or intent to sell separately would not constitute VSOE of fair value. Factors that may affect whether it is probable that the price will not change include (1) the time between the announcement and the actual sale of the product and (2) whether the vendor has announced the intended price to its customers.
Assume that Vendor A sells a software license that includes installation services. Vendor A’s management has determined that if the company were to sell the installation services separately, the price charged would be $500. However, A has never sold installation services separately and does not intend to do so in the future. As a result, the $500 would not constitute VSOE of fair value for the installation services. • New products versus existing products — The provisions of ASC 985-605 apply both to existing
products that have not been sold separately in the past and to products currently under development. In each situation, management with the appropriate level of authority should establish the price, and it should be probable that the price will not change before the actual sale of the product as a separate element. Vendors should also consider selling elements separately to establish VSOE of fair value (e.g., establishing hourly rates for services performed by the vendor).
Determining whether VSOE of fair value exists is not always intuitive and can require significant judgment, especially when one or more of the following circumstances are present:
• The element is infrequently sold separately.
• The element is not sold separately (or there are limited sales), and VSOE is determined on the basis of the price established by “management having the relevant authority” under ASC 985-605-25-6.
• Stand-alone pricing is not clearly concentrated around a single price point, or significant judgment is needed in the assessment of whether sufficient concentration of pricing exists.
• There is a lack of clarity about whether the analysis of stand-alone pricing is complete or representative of all stand-alone sales.
• There is a deviation from an entity’s established policy for determining VSOE of fair value. • There have been recent changes to existing pricing practices.
• VSOE of fair value is determined on the basis of a substantive renewal rate, and significant judgment is needed in the determination of whether the renewal rate is substantive.
Since a determination that VSOE of fair value exists can significantly affect revenue recognition in a software arrangement, practitioners are encouraged to consult with their professional accounting advisers (and audit engagement teams are encouraged to consult with their engagement quality control reviewers) in making such determination (especially when one or more of the circumstances noted above are present).