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Franchisors: New Accounting Rules Will Significantly Impact Revenue Recognition

Franchise LawyerChair, Franchise & Distribution Practice Group



by Barry Kurtz




An updated rule issued by the Financial Accounting Standards Board (FASB) will change when most franchisors may recognize revenue on their balance sheets from the collection of initial franchise fees.

Historically, initial franchisee fees were recognized as revenue upon receipt. Then, FASB Interpretation No. 45 mandated that initial franchise fees could not be recognized as revenue until the franchise unit opened for business. The result was additional cash on a franchisor’s balance sheet when the initial franchise fee was received, with a corresponding liability for the deferred initial franchise fee that remained on the books until a franchise unit opened for business.

Franchise Fee Accounting Sound Bad? It Gets Worse.

Recently the rules changed again. Effective as of December 17, 2017 for public companies, and December 15, 2018 for other franchisors, Accounting Standards Codification 606 issued by the FASB and the International Accounting Standards Board (IASB) will apply. The recognition of initial franchise fees will now have to be divvied up over the life of a franchise agreement.

For example, if an initial franchise fee is $10,000 and the term of the agreement is ten years, revenue will be recognized as $1,000 per year for ten years. This method will apply to multi-unit development as well – franchisors will not be able to recognize all initial franchise fees as revenue when the first location opens, but rather, as each location opens.  

The new rule could cause some problems.

Income will be reduced and liabilities will increase. The deferred liability will reduce the franchisor’s net worth and may trigger registration state restrictions on the franchisor’s ability to collect initial franchise fees when a franchise agreement is signed, which can adversely affect the system’s perceived value. Auditors may require franchisors to restate previous years’ financial statements, which could make a system look weaker as a going concern.

Additionally, restated financial statements could open the door to claims from unhappy franchisees that they were misled about a system’s financial condition. Growing franchise systems that rely on franchise sales for revenue could take a hit, as the system as a whole may be seen as less attractive to potential franchisees. 

Barry Kurtz is a State Bar of California Certified Specialist in Franchise & Distribution Law.

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