Thursday, 5 September 2013 00:00
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By Kinita Shenoy
KPMG recently conducted a program on the adoption of the new standards applicable under the Sri Lanka Financial Reporting Standards (SLFRS), due to take effect from January 2014. The new additions to the framework are SLFRS: 10, 11, 12 and 13.
The new standards were discussed in detail during the program, considering the growing complexities in financial reporting requirement with the objective of simplify the transition and providing further relief from disclosures that could otherwise be onerous.
The session was presented by KPMG Middle East and South Asia Regional IFRS Head Reyaz Mihular and KPMG MESA Professional Practice Department Head Yusuf Hassan.
Opening the session with a few introductory comments, Mihular said that the session’s objective was to facilitate business and industry professionals in obtaining an enhanced understanding of the new standards and the impact such changes would have on financial reporting when made mandatory. He mentioned that it was important that these issues were made clear to board members of companies, as it requires influence and knowledge of contracts which cannot be left to CFOs and accountants alone.
Explaining that Sri Lanka had just adopted the IFRS in 1012, he said that the decision to defer the introduction of the new standards was to allow a buffer period. According to Mihular, under IFRS 10, the whole emphasis has moved from equity to control as it looks at controlled resources, and their reflection in financial statements while the company’s structuring and method of decision making affect consolidation.
In reference to IFRS 11, there were critical decisions that have a direct impact on the financials such as the size of the balance sheet. Mihular mentioned that there are terms and conditions under which proportional consolidation may happen and certain contracts have to be whetted, so that it can be ensured that there are no undesirable contracts. We have enough issues on how assets are valued. IFRS 13 tries to bring some sense into how things are valued.
Hassan then took over the session, reflecting on the changes in the accounting mindset. These changes have spanned from accounting to business to IFRS itself, whose guidelines have expanded tenfold since its inception. He extrapolated that it is something the board, and everybody in the business needs to look at along with questioning who genuinely controls the company. Hassan mentioned that he was conducting a session in Dubai as its property bubble burst during the global financial crisis, during which a question arose whether the IFRS and accounting caused the financial crisis. The answer, he blithely informed the audience was, “If you have a fever, do you blame the thermometer?”
Presenting his perspective on this, Hassan stated, “The way I see accounting, is from a sports perspective – as a scorekeeper. The regulator is the referee, the accountant is a scorekeeper. IFRS is a way of keeping score across companies and countries. People use the score to motivate themselves and make key decisions.”
He went on to discuss changes in scorekeeping methods and mechanisms, explaining that things are getting so complicated because transactions and businesses have been getting increasingly complex and the IFRS has to respond and evolve to keep up with these complications.
IFRS globally – movement towards adoption?
Hassan explained that over 150 countries are already on IFRS, which means people are increasingly following the global accounting language as the world becomes a smaller place and requires a common way of scorekeeping. There are some anomalies, such as China and Japan. Although China has not adopted the IFRS, they have translated the standards locally thus indirectly conforming. The recent changes in the IFRS also cater to Chinese situations, making concessions to include comprehensive state-owned entities. India is another emerging market which was supposed to adopt IFRS in 2011 but has not as yet due to various local economic and political issues.
The United States have also not adopted IFRS due to a fundamental difference: the US’s GAAP is rules based, while IFRS is principle based. While the advantage of rules is consistency, the disadvantage is that things end up structured around the rule. Thus it seems unlikely that the two will converge. Hassan explained that there can be problems with rules-based standards. For example, both Enron and the Lehmann Brothers technically followed the rules while lacking principles.
Changes ahead
Hassan detailed the necessity of change as business and transactions evolve. IFRS changes the definition of control, leaving only three possibilities- the first and best situation, in which your control conclusion remains relevant, or you may have to consolidate something you did not previously or you have to deconsolidate something.
He explained that IFRS 11 is a consolidation method for joint ventures. If you are jointly controlling an assets through a company you should be getting jointly controlled asset accounting, not equity accounting. A lot of consolidation is going to be based on judgment calls disclosed in the financial statement. If you are consolidating something you only have a 10% share in, you need to explain to your stakeholders within your financial statements that you have an explicit agreement.
Hassan also mentioned that there was already an amendment to IFRS 10 as banks panicked as they realised they would suddenly have to consolidate a lot of things such as the lending and consolidation of the assets of their small funds. So a unique exception was introduced, as investment entities need not consolidate, and subsidiaries must be measured via fair value.
He went on to explain that IFRS 13 was a standard on fair value measurement which does not dictate when but how valuations should be done, with a convenient and comprehensive guidebook on how to measure and disclose.
Hassan mentioned a few existing or previous accounting measures and their issues. IFRS 9 gets rid of all the previous categories and creates a total financial overhaul by presenting something more business focused rather than arbitrary and definition focused. It uses an incurred loss model of recognising losses which was criticised during the financial crisis as “waiting until something happens”. There was also a consideration of a return to prudent accounting, which entails booking losses on the expectation to lose. This is a theoretical requirement of expected or anticipated costs, which didn’t reflect well in reality.
Another example discussed was the financial statements of airlines, most of which do not include aircrafts. With 194 aircraft in the Emirates fleet, the balance sheet only shows 10 airplanes at maximum. This is because they are mostly leased, despite Dubai not imposing taxes. Hassan explained that operating lease structuring keeps assets and liabilities off your balance sheet. Airlines boast the number ordered, not “bought” as they don’t want the liability on their balance sheet. This makes it difficult to assess the debt to equity ratio. The standards sector realised this and saw it as a deficiency of the system.
The leasing exposure draft makes every lease a finance lease for the balance sheet regardless of the period, which may be a breach of governance. This is an imminent standard change, perhaps by 2016. Every lease will be present on the balance sheet. He further mentioned that unless a company is in the telecom industry, the revenue recognition standard doesn’t change much.
Most queried IFRS issues in the region
The most frequently questioned issues involving IFRS in the South East Asia region include accounting for real estate such as investment property and IAS 11 versus IAS 18 accounting for developers, impairment such as financial instruments and bad loans, and miscellaneous issues such as contributions- government grants versus shareholders, and the effective standardisation for accounting of Sharia products.
The biggest issues are with investment property which is usually held for capital appreciation. Most entities in the Gulf invested their property at fair value. When property values sky rocketed there was a drastic increase in value. Shareholders saw the income flow in the income statement, and asked for proportionate dividends. In the UAE, there was no formal law on dividends, so when the property bubble burst, the entities were rendered helpless as you can change from cost to fair value, but you can’t go back.
Another big question for developers was whether they should they recognise revenue during the construction stages or only at completion? Hassan mentioned that if impairment was a big issue, so is restructuring. Companies make massive profits on restructuring their liabilities.
IFRS 10: Consolidation
According to the KPMG literature, the new IFRS 10 standard requires a broader understanding of circumstances in assessing control. Previously disregarded facts could become relevant and could even tilt the balance of the overall analysis under the new standard. Even if the consolidation conclusion does not change, the related disclosure standard has its own challenges and may require additional data collection on relationships with other entities- whether or not consolidated.
Hassan explained that financial statements are prepared for a group with a parent and its subsidiaries. When there is control, we will consolidate, except for investment entities. If there is joint control, we will do equity accounting or proportional consolidation. Only when you have a contract that shares control will you have joint control. Significant influence uses equity accounting, with navigation skills. With no control at all you have a financial instrument. Levels of voting rights generally help determine things. With 20-50%, you have significant influence to participate but not control, whereas joint control and joint ventures can exist at any level of voting rights.
The IAS 27 control model was defined as “the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities”. The rebuttable presumption is that there is more than half of voting power. SIC 12 on the other hand, ignores voting rights. The problem lies in the fact that there are two conflicting models, which present the choice to either consider or ignore voting rights. One looks at control, whereas the other looks at risks and rewards.
IFRS 10 is very similar, bringing these two models together. Under this standard, control equals power and exposure to variability in returns plus a link between power and returns.
Hassan explained further, stating that “to have power , it is necessary for the investor to have existing rights that give it current ability to direct the activities that significantly affect the investee’s returns i.e. the relevant activities”. Under IFRS 10, control is assessed on a continuous basis. In the consolidation model, over 50% shares meant lifetime consolidation. The IFRS assessment says that things may change, and representation may get diluted over time. This means that there could be changes in the control conclusion. There are big changes expected in financial bodies.
The new single control model can be simplified as such: 1. Identify the investee and whether they are a legal entity or silo, 2. Identify the relevant activities of the investee that significantly affect investee’s returns, 3. Identify how decisions about the relevant activities are made (are voting rights relevant in assessing investor power?), 4. Assess whether the investee has power over the relevant activities, 5. Assess whether the investor is exposed to variability in returns, 6. Assess whether there is a link between power and returns by questioning whether the investor is a principle or an agent.
Hassan further mentioned that there were four key steps to IFRS 10 transition:
Has control conclusion changed?
Since when has control changed?
Roll-forward
Retrospectively adjust opening balances
The potential changes that may be consequent of IFRS 10 implementation may include the situation in which a change in the control model could affect control conclusion for some investees, particularly SPEs. The de facto control model could lead to more investees being consolidated, while substantive versus currently exercisable potential voting rights are considered when assessing control. Investment and asset managers could be affected by agency relationship guidance while new guidance about silos could possibly change consolidation conclusion.
IFRS 10 amendment: investment entities
There is a two-stage to qualify investment entities required to account for controlled investees at FVTPL and ensure they meet the definition of an investment entity. A non-investment parent company must still consolidate, including new disclosures. Key sectors impacted in this amendment are mutual funds, private equity funds, hedge funds, etc.
Investment entities can be further defined as providing investment management services, returns from capital appreciation and/or investment income, measure and evaluate performance on a fair value basis. Typical characteristics are more than one investment and investor, and investors are not related parties of the entity, while partnership interests are equity or similar interests.
IFRS 11: Joint arrangements
This new standard, according to Hassan, is challenging and no longer relies solely on the legal form of the arrangement. Instead, there are a series of steps to the analysis, and many factors to potentially consider- requiring time and resources. Once an analysis of joint arrangements is complete, the related disclosure standard has its own challenges and may require additional data collection too.
Preceded by IAS 31, IFRS 11 provides an entity with accounting for joint ventures and operations as part of the new suite of consolidation methods. The previous standard’s focus was on a choice between proportional or equity accounting. This posed a problem as equity accounts for just the cost of the investment, making the liability simply go away.
IFRS 11 puts the concept of jointly controlled operations and assets differently. When a genuine joint venture is underway, equity accounting is allowed. A joint venture has rights to net assets, and joint operation operators have rights to assets and obligations for liabilities. You can differentiate between a joint operation and joint venture by examining structure, legal form, contractual arrangement, and other facts and circumstances such as rights to all economic benefits of assets relating to arrangements.
There is also a transition of consolidated financial statements. A movement from proportional consolidation to equity accounting changes the face of the income statement and balance sheet entirely. Ratios are affected, and there is a redefinition of the joint venture or joint operation. You must question whether the separate is genuine.
IFRS 12: Disclosure of interests in other entities
Hassan briefly discussed IFRS 12’s scope, explaining that it affects subsidiaries, associates, joint ventures, joint operations, and unconsolidated structured entities. It covers disclosure that helps users of financial statements evaluate the nature of and risks associated with an entity’s interests in other entities and the effects of those interests on the entity’s financial position, financial performance and cash flows.
Extended disclosure requirements include summarised financial information and significant restrictions for subsidiaries, joint ventures and associates. Disclosure of significant judgments and assumptions especially in determining control of another entity, types of joint arrangement when the arrangement has been structured through a separate vehicle.
The standard allows for some amount of aggregation, by grouping of similar entities. A quantitative and qualitative analysis takes into account the different risk and return characteristics of each entity. Potential sub aggregation can be performed if doing so is consistent with objectives of the standards.
IFRS 13: Fair value measurement
Many old concepts regarding fair value have been changed. Above all, the new standard requires fair value to be measured as an exit price from the perspective of market participants in the ‘principal’ market, even if transactions are usually carried out in a different market.
Even if a fair value measurement itself does not change, the new standard includes new disclosure requirements that may require additional data collection: on unobservable inputs used for fair value measurements, sensitivity to these inputs and inter-relationships between them, on unrealised gains and losses, and on the fair value hierarchy.
Costs are easy to audit, but it is important to keep a relevant picture and this can be done using fair value. FV is subjective, could fluctuate and has its weaknesses but still provides more relevant information for investment property and financial instruments. There is a comprehensive framework established for measuring fair value when such measurement is required or permitted under other IFRS standards.
According to Hassan, fair value can be defined as the amount for which an asset could be exchanged or a liability settled between knowledgeable willing parties in an arm’s length transaction. Issues with the old definition were that it did not specify whether an entity is buying or selling the asset, it was unclear what settling entailed because it did not refer to the creditor, unless it was market based it did not state explicitly when the exchange or settlement takes place. Fair value is a market evaluation independent of the potential buyer’s intention- even if a company wants to buy another company simply to shut down operations.
Market, income and cost approach are valuation techniques of fair value. The market approach uses prices and relevant information generated by market transactions, involving identical comparable assets and liabilities, whereas the cost approach converts future amounts such as cash flow. Overall fair value is dictated by the lowest level within the hierarchy of any significant input used in determining fair value. Quoted price is the most reliable and effective method, followed by observable inputs. Unobservable inputs are also permissible, but not as reliable.
Pix by Upul Abayasekara