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Tolling or toll manufacturing is when an entity provides raw materials or semi-finished products to a third party that will perform production or manufacturing services on those materials. There are many variations of tolling arrangements and companies should fully understand the facts, circumstances and economics of the transaction to determine the appropriate accounting.
Depending on the legal form of the arrangement, the delivery of raw material may be structured as a sale to the third party or a processing arrangement (i.e., title and/or risk of loss related to the raw material remains with the reporting entity). Alternatively, the reporting entity may arrange for the third party to purchase inventory on its behalf. Any of these types of arrangements may be referred to as tolling arrangements; however, the accounting for these different types of arrangements may differ depending on the specific facts and circumstances. In some cases, the arrangement may be in substance a secured borrowing (i.e., financing the purchase of raw materials) rather than a revenue-producing activity or a supply agreement.
Common scenarios include the following:
  • Reporting entity delivers raw material to a third party, and the third party processes the raw material into a finished product for the reporting entity. The delivery of the raw material is not structured as a sale (i.e., reporting entity retains title and/or risk of loss). See IV 1.6.1.
  • Reporting entity arranges for a third party to purchase inventory directly from a supplier on its behalf and agrees to purchase that same inventory from the third party at some point in the future. See IV 1.6.2.
  • Reporting entity sells raw material to a third party and agrees to repurchase that product (or a substantially identical product) or processed goods of which the product is a component at some point in the future. The delivery of the raw material is legally structured as a sale. See IV 1.6.3.

1.6.1 Reporting entity delivers raw material for third party to process

In arrangements when a reporting entity does not “sell” the raw material to a third party, the third party may take possession of the raw materials to complete its obligation under the contract. In this scenario, the reporting entity retains title and/or risk of loss during the production process. As outlined in IV 1.2.1, control is generally conveyed through title transfer. As such, the reporting entity would retain the raw material as inventory on its books and continue to capitalize processing costs, as appropriate, as the third party is converting its raw materials into finished product.

1.6.2 Reporting entity arranges for third party to purchase inventory on its behalf

If a reporting entity arranges for a third party to purchase inventory directly from a supplier on its behalf and agrees to purchase that same inventory, a substantially identical product, or processed goods of which the product is a component from the third party at some point in the future, the guidance in ASC 470-40 should be considered to determine if the arrangement is, in substance, a financing arrangement. In many of these arrangements, the reporting entity is required to purchase the inventory from the third party at specified prices over a certain period when the specified prices are generally not subject to change except for fluctuations in finance or holding costs incurred by the third party.  Therefore, while this arrangement may be described as a supply chain management or logistics services agreement, it is, in substance, a secured borrowing from the third party. The third party is essentially providing the reporting entity with financing to purchase the inventory from the supplier because the third party is guaranteed a fixed price from the reporting entity. The inventory in this case is being used as collateral.
If the arrangement has the characteristics described in ASC 470-40 applicable to product financing arrangements, the reporting entity must record the inventory and the related debt when the third party purchases the inventory on its behalf. In other words, the inventory and the debt are recognized prior to the reporting entity’s legal-form purchase of the inventory from the third party. Costs of the product in excess of the third party’s purchase, excluding any applicable processing costs, represent financing and holding costs and are accounted for in accordance with the reporting entity’s accounting policies for financing and holding costs.

1.6.3 Reporting entity sells raw material to third party and agrees to repurchase product

Another situation in which the product financing guidance should be considered is when a reporting entity “sells” product to a counterparty in exchange for consideration and agrees to repurchase that product (or a substantially identical product) or processed goods of which the product is a component.  If the arrangement meets the conditions to be considered a product financing arrangement under ASC 470-40, the reporting entity will not record the transaction as a sale or remove the inventory from the balance sheet. Instead, it will record a liability at the time proceeds are received. In accordance with ASC 470-40-05-3, the reporting entity should refer to guidance on accounting for repurchase agreements in ASC 606-10-55-66 through 55-78. See RR 8.7 for guidance on repurchase agreements. Product financing arrangements subject to ASC 470-40 are different than supplier finance programs subject to the disclosure requirements of ASC 405-50. See FSP 11.3.1.5 for additional information on supplier finance programs.
EXAMPLE IV 1-2
Selling raw materials to and purchasing finished goods from a subcontractor
Company A outsources the manufacturing of certain products to Company B. Company A purchases raw materials from third-party suppliers and then sells the raw materials to Company B, which processes the raw materials into finished goods. Company A is then obligated to purchase the finished goods from Company B.
At the time of sale of the raw materials, Company A invoices Company B and executes a purchase order with Company B for the purchase of finished goods that contain that same quantity of raw materials. Company B invoices Company A for the finished goods when delivered to Company A. Company B has title to and physical risk of loss associated with the raw materials purchased from Company A once received. The price of the finished goods purchased by Company A far exceeds the price Company B pays to buy the raw materials from Company A.
How should Company A account for the sale of raw materials to Company B?
Analysis
Consistent with ASC 470-40-05-2(a) and ASC 470-40-05-3, Company A should evaluate this arrangement under the repurchase agreement guidance in ASC 606-10-55-66 through ASC 606-10-55-78. Company A should retain the raw materials on its books (effectively, as consigned inventory) when they are “sold” to Company B. Since Company A’s repurchase of the finished goods far exceeds the price Company B paid to purchase the raw materials, the initial sale of raw materials to Company B should be accounted for as a financing arrangement. Any consideration received from Company B in advance of Company A’s repurchase of the finished goods should be accounted for as a financial liability. The liability would be relieved upon payment to Company B for the finished goods.
See RR 8.7 for guidance on repurchase agreements.
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