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Inside the VSOE Vortex
-RevenueRecognition.com Staff

Revenue Recognition continues to be a top risk factor for more companies: consider the cautionary tale of NEC, and the giant sucking sound produced as more and more industries are drawn into the vortex of VSOE ...

Technically, VSOE is not a four letter word: it’s just an acronym for "Vendor-Specific Objective Evidence", an element in software revenue recognition. Try telling that to the revenue managers and many of the CFOs who’ve had to deal with it. According to a feature article in the January 08 edition of CFO Magazine, "Why VSOE Spells Trouble", VSOE is not just a contentious, convoluted method for determining the market value of certain items, but often the cause of companies coming to genuine grief. Witness the case that served as springboard for the CFO piece: Japanese giant NEC was repeatedly unable to meet the requirements of VSOE and forced eventually to accept delisting from Nasdaq. Further, NEC had to admit publicly that its financial statements for the past six years were not reliable, and retreat to Japanese accounting standards. This occurred apparently despite the fact that its Tokyo-based accounting staff was completely immersed in US GAAP.

NEC is far from the only company mired in this predicament. Revenue recognition mistreatments and mistakes in general are acknowledged to be the leading cause of financial restatements, and VSOE issues are the most likely culprits. VSOE is probably the most difficult of all revenue accounting rules to apply, and the guidance is often so ambiguous that even auditors disagree. Yet, as software becomes an integral part of more products and services -- and more than just "incidental" to those products — companies from other industries are finding themselves drawn inexorably into the VSOE vortex for the purposes of revenue recognition accounting.

You don’t deal with software in any way? That’s no longer a guarantee of safety. FASB and the SEC have further broadened the issue of accounting for sales contracts that include many different components with EITF 00-21 and SAB 104 (read more about EITF 00-21in this whitepaper: EITF 00-21: Revenue Arrangements with Multiple Deliverables). The rules now apply to all industries and lead to a similar issue of determining "fair market value" (FMV) for all components and complex revenue accounting processes. Establishing FMV may be somewhat less problematic than VSOE, but it exposes a wide spectrum of companies – from health clubs to wind turbine manufacturers – to the complexities of revenue recognition processes.

And this may be just the start of the story. On the cover of the same issue of CFO Magazine was the headline: "New Risks for the New Year – Revenue Recognition May Spell More Trouble for More Companies". FASB has had a project under way for some time to develop a global accounting framework that combines US GAAP with IFRS to produce a single standard for revenue recognition across all industries. In the meantime, the Securities and Exchange Commission is considering allowing companies to file according to International Financial Reporting Standards (IFRS).

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