INTERMEDIATE ACCOUNTING Seventh Canadian Edition KIESO, WEYGANDT, WARFIELD, YOUNG, WIECEK Prepared by: Gabriela H. Schneider, CMA Northern Alberta Institute of Technology CHAPTER 17 Complex Financial Instruments Learning Objectives 1. Describe the presentation and measurement issues related to various complex financial instruments. 2. Explain the accounting for issuance, conversion and retirement of convertible securities. 3. Understand the nature of derivatives in general and why they exist. 4. Explain the various types of financial risks including how they arise. Learning Objectives 5. Understand the nature of options, forwards and futures. 6. Describe the recognition, measurement and presentation issues relating to options, forwards and futures. 7. Describe the various types of stock compensation plans. 8. Explain the differences between employee and compensatory option plans and other options. Learning Objectives 9. Describe the accounting for compensatory stock option plans under generally accepted accounting principles. 10.Understand how derivatives are used in hedging (Appendix 17A). 11.Explain what hedge accounting is and identify the qualifying hedge criteria (Appendix 17A). 12.Explain the difference between a fair value and cash flow hedge. Learning Objectives 13.Calculate the impact on net income using hedge accounting for both types of hedges (Appendix 17A). 14.Account for stock appreciation rights plans (Appendix 17B). 15.Explain the nature of performance related plans (Appendix 17B). Complex Financial Instruments Presentation and Measurement Issues Perpetual debt Callable/redeemable preferred shares Debt with detachable stock warrants Dealing with uncertainty Interest/Dividends/G ains/Losses Perspectives Basic Derivatives Understanding derivatives Financial risks defined Using derivatives – hedging versus speculation Recognition, measurement and presentation issues Options/warrants Forwards Futures Perspectives Stock Compensation Plans Types of Plans Direct awards of stocks Stock options revisited Compensatory stock option plans Perspectives Complex Financial Instruments Appendix 17A – Hedging Derivatives used for hedging Qualifying hedge criteria Fair value hedges Cash flow hedges Disclosures Perspectives Appendix 17B – Stock Compensation Plans Stock appreciation rights plans Performance type plans Presentation Issues • Compound financial instruments – aka: hybrid instruments • Have characteristics of both debt and equity – e.g. convertible and perpetual debt • Presentation issue requires that the economic substance of the instrument be examined to determine reporting classification Measurement Issues • • Economic value stems from both the debt component and the equity component Two measurement tools will be presented: 1. Incremental (residual) method 2. Proportional method Perpetual Debt • By definition the instrument is debt, however it is never repaid • By definition equity is never repaid • Should perpetual debt be classified as debt? or as equity? • Question is answered by examining the source of the value of the instrument Perpetual Debt • Value for a perpetual debt stems from the value of the interest payments – Interest, not the principal must be paid • Therefore, by definition, perpetual debt is a liability – Due to the legal obligation to pay interest, unlike shares where there is no legal obligation to pay dividends Callable/Redeemable Preferred Shares • Term, or mandatorily redeemable preferred shares – Shares that will be redeemed by the issuing company • This type of instrument is a liability – Obligation exists for the company to pay cash when the shares are redeemed Debt with Detachable Stock Warrants • Detachable warrant – Option to buy common shares at a fixed price (exercise price) – Warrant available only for a limited time (exercise period) – Warrants traded on public markets • CICA Handbook, Section 3860.A7 defines warrants and options as equity instruments Debt with Detachable Stock Warrants • • • • Sale of debt, with warrants, allocated between both debt and equity Debt portion relating to the note, bond or the like Equity portion relating to the warrant or equity portion Two measurement options 1. Proportional method 2. Incremental or residual method Proportional Method • Market value for the pure debt component is established – PV of cash flows for similar debt may be used • Warrant/option portion value determined using options pricing model • Values are then assigned to the respective debt and equity components on a pro-rata basis Incremental or Residual Method • Only one component (debt or equity) is valued – Whichever is easier to value • Remaining component is assigned the remaining value Convertible Debt • Bonds that are convertible to other forms of securities (e.g. common shares) during a specified period of time • Combines the benefits of a bond (interest payments, principal repayment) with the privilege of exchanging the bond for shares at the bondholders option • Once the bond is converted, all interest and principal no longer payable Convertible Debt • Issued for two main reasons 1. Corporation can raise equity capital without giving up ownership control 2. It can also achieve equity financing at a lower cost • • Conversion feature allows the corporation to offer the bond issue at a lower coupon or stated rate Conversion feature provides investor with an opportunity to own equity. This feature generally results in the investor accepting a lower coupon rate than they would with non-convertible debt. Convertible Debt – Accounting Issues • The reporting of convertible debt and the conversion feature result in three issues: 1. Reporting at the time of issuance 2. Reporting at the time of conversion 3. Reporting at the time of retirement Reporting at the Time of Issuance • On issue date, part of the proceeds are allocated to liability and part to equity • This reflects the nature of the security—since a convertible debt is part liability and part equity • The amounts allocated to liability and equity are determined by using either: – The Incremental Method – The Proportional Method The Incremental Method • • The value of the most easily measured component is determined and allocated to that component – Debt generally the easier component to value Remainder of the proceeds become the value of the other component The Incremental Method— Example Given: • $1,000,000 par value, 6% convertible bonds • Similar bonds (without conversion feature) have a 9% interest rate • Each $1,000 bond convertible to 250 common shares (current market price of $3) What portion of the proceeds are allocated to Bond Liability, and what portion to equity? The Incremental Method— Example Total proceeds for the bond issue ($1,000,000 * at par value) = $ 1,000,000 Fair value of the liability without the conversion option PV at 9%) = Residual allocated to option $ $ 924,061 75,939 The Proportional Method • When values for both the liability and equity components are known or determinable • The Bond Discount (or Premium) becomes a calculated amount under the Proportional Method The Proportional Method Given: • $1,000,000 par value, 6% convertible bonds • Similar bonds (without conversion feature) have a 9% interest rate • Each $1,000 bond convertible to 250 common shares (current market price of $3) The Proportional Method Present value (fair value) of the bonds Fair value of conversion rights Using an option pricing model Aggregate fair market value Cash 1,000,000 Discount on Bonds Payable 73,000 Bonds Payable Contributed Surplus $924,061 $ 72,341 $996,402 1,000,000 73,000 Note that in this case fair values for both the liability and the conversion feature are clearly given Reporting at Time of Conversion • Main issue is determining the amount at which to record the securities which are being exchanged • Two approaches available – Book value approach • Gain or loss on conversion does not occur • Most common approach – Market value approach • Gain or loss on conversion can occur – Either method acceptable under GAAP Book Value Approach • When market price of bonds or shares not known – Book Value of the bonds and conversion rights used to record the conversion • The basis for this method is that a “swap” or exchange of security has taken place • The values were established when the bonds were originally issued and therefore should not be changed, as there was a contract in place Induced Conversion • When the corporation wants to entice or induce the bondholders to convert their bonds into shares • Additional consideration – the “sweetener” – offered to the bondholders to convert (cash, common shares, etc.) • The inducement is allocated between the debt and equity components based on fair value at time of conversion Reporting at the Time of Retirement • Treated the same as debt retirement from Chapter 15 – Clear any outstanding premiums, discounts, bond issue costs, interest accrued to bondholders – The conversion rights account must be reallocated – Equity components remains in Contributed Surplus Convertible Preferred Shares • Convertible preferred shares considered equity – Convertible debt considered liability and equity • At the time of issuance no allocation between debt and equity components • Exception is redeemable preferred shares • When conversion occurs the book value method is used – Deemed the exchange of one equity for another equity instrument Derivatives • Derivatives are financial instruments that create rights and obligations, that transfer financial risk from one party to the another party • Used to reduce financial risks – Price risk – Credit risk – Liquidity risk – Cash flow risk • Derivative instruments include – Forwards – Futures – Options Financial Risks Defined • Price Risk – Risk of a price or value change • Currency risk • Interest rate risk • Market risk • Credit Risk – Risk of failing to meet an obligation (other party) • Liquidity Risk – Risk of being unable to meet own financial obligation • Cash Flow Risk – Risk that contract related cash flows will change over time Derivatives • Three characteristics of derivatives: 1. Values changes with underlying instrument 2. Require little or no initial investment 3. Settled at a future date • Traditional accounting historically has not reported these instruments • Movement is towards recognition and reporting of these instruments, to – – Provide information on exposed risks Provide information on risk management Derivatives • Used by – Producers and Consumers • Lock in future revenues or costs – Speculators and Arbitrageurs • Maintain market liquidity • Additional motivations to use derivatives – Manage interest rate volatility – Manage foreign exchange rate volatility Derivative Reporting • New CICA Handbook Sections 3855, 1530 and 3865 – Three current Exposure Drafts to become these new Handbook sections – Dealing with recognition, measurement, and presentation of derivatives Derivative Reporting • Basic principles for these new sections: a) All derivatives to be recognized on the Balance Sheet b) All derivatives to be classified and presented as being for trading c) All derivatives measured/valued at fair value d) All derivative gains/losses recognized in net income e) Increased disclosure Derivative Instruments • Financial forwards or financial futures • Options – Call Option • Holder has the right, but not the obligation, to purchase at a preset (strike or exercise) price – Put Option • Holder has the right to sell at a preset price • Swaps – Interest rate A Framework for Options Call – right to buy Put – right to sell Written Sell for $ Transfer rights to buy shares/underlying Sell for $ Transfer right to sell shares/underlying Purchased Pay $ Obtain right to buy shares/underlying Pay $ Obtain right to sell shares/underlying Derivative Accounting - Example Given: • Call option entered into January 2, 2004 • Option expires April 30, 2004 • Option to purchase 1,000 shares at $100 per share • Share market price on January 2, 2004 is $100 per share • Option is purchased for $400 (Option Premium) • Share price March 31st $120 per share Accounting for Derivatives Option Price Formula Option Intrinsic = Premium Value Market Price less Strike (Exercise) Price Option Premium + Time Value Option Value Less Intrinsic Value = ($100 - $100) + ($400 - $0) Journal Entries Accounting for Derivatives January 2 Investment – trading Cash 400 400 March 31 Investment – trading 20,000 Gain Intrinsic Value = 1,000 shares ($100 - $120) 20,000 March 31 Gain/Loss Investment – trading Time Value = ($400 - $100) 300 300 Accounting for Derivatives April 1 Cash Loss 20,000 100 20,100 Investment - trading Investment-trading 400 20,000 20,100 300 Gain/Loss 300 Reported on March 31st Balance Sheet, with Call Option balance 20,000 Investment-trading April 1, 2004 20,100 Value Increase 19,700 Settle option 100 Net Income 19,600 Stock Compensation Plans • • • A form of stock warrant — a stock option Provides the employee with an opportunity to purchase shares at a given price, within a specified period of time Two accounting issues associated with stock compensation plans 1. Determination of compensation expense 2. Periods of allocation for compensation expense amounts Types of Compensation Plans 1. 2. 3. 4. Direct stock awards Compensatory stock option plans (CSOP) Stock appreciation rights plans (SAR) Performance-type plans Direct Stock Awards • Non-monetary reciprocal transaction – Little or no cash involved – Two-way transaction • Recorded at fair value of the shares Stock Options - Important Dates Work start date Grant date Vesting date Exercise date Expiration date Options are granted to employee Date that employee can first exercise options Employee exercises options Unexercised options expire Uses of Stock Options Stock Options Issued by other e.g. Financial institutions Issued by the company CSOP ESOP Not traded on Exchange since must Be employee to hold Other Warrants Not traded on Exchange since Rights usually not transferable Often exchange traded Compensatory vs. NonCompensatory Plans Stock Options Compensatory CSOP Operating transactions Income Statement Non-compensatory ESOP Capital transactions Shareholders’ Equity Compensatory vs. NonCompensatory Plans Factors to determine if a plan is compensatory 1. Option terms • Non-standard terms implies compensatory 2. Discount from market price • Implies compensatory 3. Eligibility • If available to only a certain group of employees (i.e. management) Options: Allocating Compensation Expense is determined as of the measurement date Compensation Expense and is allocated over the service period • The service period is the period benefited by employee’s service • It is usually the period between the grant date and the vesting date Compensation Plan Disclosure • Following is fully disclosed – Accounting policy used – Description of the plans and modifications – Details of number and values of options issued, exercised, forfeited, and expired – Description of assumptions and methods used to determine fair values – Total compensation cost include in net income/contributed surplus, and – Other (CICA Handbook, Section 3870.67) COPYRIGHT Copyright © 2005 John Wiley & Sons Canada, Ltd. All rights reserved. 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