The creation and adoption of the Financial Accounting Standards Board’s (FASB) Codification Section 606, Revenue from Contracts with Customers, (ASC 606) is one of the most significant changes to the Codification that has occurred over the past several years. Private equity firms are in a unique situation because the adoption of ASC 606 will not only have an effect on the portfolio companies within the fund, but also the fund itself.
Each portfolio company will need to evaluate the five-step model. Depending on the facts and circumstances of the portfolio company, the timing of revenue may significantly change. Portfolio companies that have historically recognized revenue at a point in time may start to recognize revenue over time and vice versa.
A change in timing of revenue could have multiple effects, including but not limited to effects on debt covenants, attraction to potential purchasers, anticipated Earnings Before Income, Taxes, Depreciation, and Amortization (EBITDA), and more. Most portfolio companies measure their financial results using EBITDA; therefore, if there is a sudden fluctuation in EBITDA between periods, especially in the period of acquisition, conversations should occur with potential users of the financial statements.
One may ask, how will ASC 606 affect the valuation of the fund? Depending on how the fund values its portfolio companies, a change in revenue recognition could have a significant effect on the valuation of the fund. For example, if an EBITDA multiple is used, or a discounted cash flow model, or a comparable company analysis, any fluctuation in revenue could have a direct effect on the valuation of the fund.
Depending on how the partnership agreement is written, there could be additional effects including the allocation of profits and losses. The timing of revenue recognition has a direct effect on the amount of profits available for allocation, which in turn can have an effect on the carried interest calculation and therefore any clawback provisions.
In addition, the allocation of management fees should be reviewed. If management fees are waived or offset and carried forward to a future period, ASC 606 will be applicable.
As private equity funds are looking for potential acquisitions or soliciting potential acquirers, ASC 606 will have an impact. If potential acquisitions or sales occur during the transition period, fund managers should be alert when reviewing comparative financial information.
In addition, contingent consideration is a topic that occurs in most acquisitions with private equity firms. Fund partners, deal teams, and management of portfolio companies should remain alert as to how contingent considerations could fluctuate with the adoption of ASC 606.
For example, contingent consideration is usually based on a revenue or EBITDA target. These targets were more than likely based on guidance in place prior to the implementation of ASC 606. Depending on how significant of a transition ASC 606 has on the portfolio company, the targets may be met more quickly. This should be considered when budgeting cash flows.
ASC 606 will have an effect on all industries; however, private equity funds and portfolio companies have unique effects that should be considered.
You’ve heard our thoughts… We’d like to hear yours
The Schneider Downs Our Thoughts On blog exists to create a dialogue on issues that are important to organizations and individuals. While we enjoy sharing our ideas and insights, we’re especially interested in what you may have to say. If you have a question or a comment about this article – or any article from the Our Thoughts On blog – we hope you’ll share it with us. After all, a dialogue is an exchange of ideas, and we’d like to hear from you. Email us at [email protected].
Material discussed is meant for informational purposes only, and it is not to be construed as investment, tax, or legal advice. Please note that individual situations can vary. Therefore, this information should be relied upon when coordinated with individual professional advice.
Learn more about how private colleges and universities tackled the Coronavirus pandemic and maintained consistent operating cash flow margins consistent with years prior and how federal aid to many colleges and universities helped boost performance amid the decline in fiscal 2020 operating revenues. ...