www.pwc.ie FRS 102 time to transition? Certain exemptions available as part of FRS 102 represent a genuine easing of the burden associated with the FRS 102 transition, writes PwC’s Fiona Hackett. ACCOUNTANCY IRELAND JUNE 2015 VOL.47 NO.3 Practising accountants don’t often feel that accounting standard setters are working to make their jobs easier. However, some of the optional exemptions from full retrospective application of FRS 102 do represent a genuine easing of the burden associated with the transition to FRS 102. They also represent practical expedients in the challenge of adopting FRS 102 for the first time. Section 35 Section 35 of FRS 102, entitled ‘Transition to this FRS’, sets out the procedures that apply to all entities when presenting their first annual financial statements that comply with FRS 102. It also identifies the disclosures that must be included in the first set of FRS 102 financial statements in order to explain how the transition from old Irish GAAP to FRS 102 affected the entity’s previouslyreported profit and loss account and balance sheet. Date of transition FRS 102 requires a first-time adopter to apply its requirements to the balance sheet at the date of transition. The date of transition is the first day of the earliest comparative year presented in the first financial statements prepared under FRS 102. For a 31 December year-end the date of transition for most companies is 1 January 2014. Optional exemptions Section 35 of FRS 102 lists a number of optional exemptions that an entity may use in preparing its first FRS 102 financial statements. that arise when an entity adopts an accounting policy of measuring PPE at valuation. This option can be applied to individual items of PPE and, if used, does not have to be applied to all items of PPE. Any, all, or none of these options may be taken. Below are some of the more attractive options available. An entity could therefore cherrypick particular assets to measure at valuation on transition to FRS 102 and – hopefully – book a one-off revaluation gain. General principle The general principle of FRS 102 is that the balance sheet at the date of transition is prepared as though FRS 102 has always applied i.e. retrospective application of FRS 102's requirements. Valuation as deemed cost Section 35 of FRS 102 contains exemptions that allow first time adopters to treat the: Of course, items of PPE may not be stated at an amount in excess of their recoverable amount. The impact of adopting FRS 102 is recognised as an adjustment to retained earnings – or, if appropriate, another category of equity – at 1st January 2014. Section 35 does, however, contain some mandatory exceptions to the general principle and some optional exemptions to make the transition easier. Mandatory exceptions Section 35 of FRS 102 contains four exceptions to retrospective application of FRS 102, which must be applied by all first-time adopters. The exceptions are: Accounting estimates made in previous financial statements are not revisited. However, any material errors identified in previous financial statements are corrected; Discontinued operations in the prior year are not revisited; Non-controlling interests (minority interests) are not remeasured; and Financial assets and financial liabilities that have been derecognised are not reinstated. PwC Fair value of certain assets as their deemed cost; and/or Latest revaluation of certain assets as their deemed cost. Fair value as deemed cost On transition to FRS 102, entities have the one-time option of measuring and recognising property, plant and equipment (PPE) at fair value at the date of transition. That fair value then becomes the asset’s deemed cost, which in subsequent financial years is depreciated, re-measured at fair value, or impaired. This is essentially a one-time free pass to use a valuation basis for PPE, which doesn’t lock the entity into the ongoing expense and volatility of regular PPE valuations Revaluation as deemed cost Section 35 permits an entity which, under old Irish GAAP, revalued its PPE to use the most recent PPE valuation as the deemed cost of those assets on transition to FRS 102. The revalued amount – adjusted if necessary for depreciation between the valuation date and the date of transition to FRS 102 – becomes the deemed cost of those assets at the date of transition and is then depreciated over the remaining useful economic lives of the assets. This option essentially represents an opportunity for entities to move away from an accounting policy of measuring their PPE at valuation and to adopt a simpler cost model of accounting for PPE under FRS 102 going forward. "It is common for Irish entities to use derivatives, such as forward foreign currency contracts, to hedge exposure to foreign currency fluctuations as part of a financial risk management programme." Page 2 Hedge accounting The most significant impact of adopting FRS 102 for a number of Irish entities will be the mandatory recognition of the fair value of derivative financial instruments on their balance sheets. As a small open economy with important trading links to the UK and USA, many Irish entities are exposed to foreign currency risk arising from their sales and purchases. It is therefore common for Irish entities to use derivatives, such as forward foreign currency contracts, to hedge their exposure to foreign currency fluctuations as part of a financial risk management programme. Section 12 of FRS 102, entitled ‘Other Financial Instruments Issues’, addresses accounting for derivatives such as forward foreign currency contracts. The general principle of Section 12 is that derivatives are recognised at fair value with changes in fair value recognised in Profit & Loss (P&L), leading to P&L volatility. Section 12 does allow the use of cash flow hedge accounting, however, which reduces P&L volatility by matching the period in which any gain or loss on the derivative is recognised in P&L with the period in which the hedged gain or loss is recognised in P&L. Applying cash flow hedge accounting means that, when a derivative satisfies the conditions of a designated hedging relationship and the hedge is considered effective, any fair value gain or loss on the derivative is recognised in other comprehensive income – similar to the STRGL under old Irish GAAP – and accumulated in a cash flow hedging reserve in equity. When the hedged transaction occurs, such as a forecast US Dollar sale, the gain or loss on the derivative that has been accumulated in the cash flow hedge reserve is reclassified from that reserve to P&L. PwC Cash flow hedge accounting for fair value gains and losses on derivatives can only begin from the date when a derivative qualifies as part of a designated hedging relationship. A designated hedging relationship requires specific documentation and: a. Consists of a hedging item, such as a forward foreign currency contract to sell US dollar and buy euro, and a hedged item, such as a highly probable forecast US dollar sale and cash inflow; b. Is consistent with the entity’s risk management objective for undertaking hedges; c. Has an economic relationship between the hedged item and hedging instrument. For example, a contract to sell US dollar and forecast US dollar sale and cash inflow; d. Is documented with the risk being hedged (e.g. foreign currency risk), the hedged item (highly probable forecast US dollar sale and cash inflow), and the hedging instrument (e.g. forward foreign currency contract) clearly identified; and e. Causes of hedge ineffectiveness determined and documented. For example, a difference between the maturity of the forward foreign currency contract and the expected date of receipt of the US dollar cash. are met no later than the date the first FRS 102 financial statements are authorised for issue. Section 35's exemption in relation to hedge accounting documentation is a welcome relief for first-time adopters of FRS 102 who wish to use cash flow hedge accounting in their first FRS 102 financial statements. Business combinations Accounting for business combinations is an area of difference between old Irish GAAP and FRS 102. Acquisitive entities adopting FRS 102 for the first time will be relieved that they can elect not to apply Section 19 entitled ‘Business Combinations & Goodwill’ to business combinations effected before the date of transition to FRS 102. The practical benefit of this exemption is that first-time adopters do not have to carry out an exercise to separately identify and value intangible assets, such as customer lists, acquired in business combinations completed prior to the date of transition. Such intangible assets are likely to have been subsumed in the goodwill recognised on acquisitions under old Irish GAAP. Entities transitioning to FRS 102 in 2015 that would like to apply cash flow hedge accounting to derivatives that existed at the date of transition, or have been entered into since, may not have documented a designated cash flow hedging relationship for those derivatives. The FRS 102 exemption allows the entity to retain the carrying value of old Irish GAAP goodwill on transition to FRS 102. Availing of this exemption could provide a cost saving for acquisitive entities transitioning to FRS 102, as external professional advice is often needed to determine the values of intangible assets acquired in a business combination. However, Section 35 offers relief from the documentation requirements when applying FRS 102 for the first time by allowing entities to apply cash flow hedge accounting if conditions A, B and C above exist and conditions D and E It also simplifies the subsequent accounting under FRS 102, as no adjustment is made to the carrying amount of goodwill at the date of transition and this goodwill balance is amortised over its remaining useful life. Page 3 Deferred development expenditure FRS 102 provides an accounting policy option to recognise an intangible asset from the development phase of a project – once the recognition criteria are satisfied – or to recognise costs incurred on development activities as an immediate expense in P&L. Entities that previously adopted a policy of capitalising development expenditure (under SSAP 13) could opt to change that policy on adoption of FRS 102 and begin recognising costs incurred on development activities as an immediate expense, and vice versa. Borrowing costs As with deferred development expenditure, FRS 102 provides an accounting policy option to capitalise borrowing costs that are directly attributable to the acquisition, construction, or production of a qualifying asset as part of the cost of that asset, or to recognise all borrowing costs as an immediate expense in P&L. Entities can opt to change that policy on adoption of FRS 102. For example, entities that previously expensed such borrowing costs can adopt a policy of capitalising them. FRS 102 also allows entities the option to commence capitalisation of borrowing costs from the date of transition to FRS 102. However, where the entity is a small company – as set out in Company Law – an increase in asset values might result in the company no longer being considered a small company and thereby unable to avail of the reliefs available to small companies in Company Law. Opt in or out? The attractiveness for each entity, or otherwise, of each optional exemption needs to be carefully considered. In this case, the cost of availing of the exemption while losing Company Law reliefs available to small companies might outweigh the benefit of an improved balance sheet that arises from the exemption. The costs and benefits may not be immediately apparent. For example, on the surface the ‘Valuation as Deemed Cost’ exemptions seem like a quick and easy win for entities looking to bolster their balance sheets by increasing their asset base. An increased asset base may enhance an entity’s chances of obtaining financing, as it demonstrates the value of potential security to a bank. In summary, careful consideration of the options available in Section 35 is a key element of the transition to FRS 102. Fiona Hackett ACA is a Senior Manager at PwC. 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