A tale of two standards Understanding the similarities and key differences between US GAAP and IFRS in media and entertainment !@# Whether it’s the traditional press and broadcast media, or the multitude of new media, audiences now have more choice than ever before. For media and entertainment companies, integration and adaptability are becoming critical success factors. Ernst & Young’s Global Media & Entertainment Center brings together a worldwide team of professionals to help you achieve your potential — a team with deep technical experience in providing assurance, tax, transaction and advisory services. The Center works to anticipate market trends, identify the implications and develop points of view on relevant industry issues. Ultimately it enables us to help you meet your goals and compete more effectively. It’s how Ernst & Young makes a difference. Contents 1 Setting the stage 3 Publishing 4 Filmed entertainment 6 Broadcast, television stations and cable channels 8 Cable and satellite operators 9 Music 10 Preparing for opening night A tale of two standards Setting the stage Gaining global consensus for a single set of standards is a tough business, as the media and entertainment industry is all too aware. In the mid-1970s Sony and JVC went head-to-head in an epic battle for video standard supremacy—VHS versus Betamax. More recently, the headline read Blu-ray versus HD DVD. In the accounting world, the debate continues over globally accepted accounting standards: US Generally Accepted Accounting Principles (GAAP) versus International Financial Reporting Standards (IFRS). In an ever-evolving era of mergers and acquisitions, diversification and globalization, the tussle to agree on a single set of globally accepted accounting standards is becoming increasingly relevant for media and entertainment companies, particularly those with operations in multiple jurisdictions around the world. A Single Standard in Development For years the US Financial Accounting Standards Board (FASB) and the International Accounting Standards Board (IASB) have been supporting the concept of a single set of high-quality standards that can be consistently applied by issuers and auditors, and more easily understood by investors worldwide. However, as closely as they worked to find areas of common ground, the FASB and the IASB were also committed to their own standards. The FASB remained loyal to US GAAP, while the IASB proceeded to develop financial reporting standards. When, in 2002 the European Union (EU) mandated the adoption of IFRS by all EU-listed companies from 2005 onward, the concept of international standards received a major boost. These developments, coupled with the increasing attractiveness of the European and Asian capital markets, led emerging and transitioning economies—Brazil, China, India, and Russia—to announce they would adopt or converge their existing standards to IFRS. Canada, Chile, Israel, Korea, and other established markets have also chosen to migrate from their local GAAP standards to IFRS by 2011. As the celebrity of IFRS grows—more than 100 countries have now adopted or permitted IFRS, or have based their local GAAP on the principles of IFRS—and the Securities and Exchange Commission (SEC) debates the elimination of US GAAP, there is little doubt that IFRS will emerge as the Blu-ray of the accounting world. A tale of two standards 1 Setting the stage (continued) “By definitively lining up behind a single set of high-quality global accounting standards that everyone can use, the SEC would bring greater efficiency to companies that currently must pay internal and external legal and accounting experts—including firms like Ernst & Young—to help them sort through accounting differences across multiple jurisdictions. The shift would be good for investors as well: A single set of standards would bring a new level of comparability and reliability for investors who place more and more bets in faraway places.” – Jim Turley, Chairman and CEO, Ernst & Young Giving IFRS the “greenlight” On November 15, 2007, the SEC gave its first hint that it might greenlight IFRS as an acceptable body of accounting standards equivalent to US GAAP. In an historic and unanimous ruling, the SEC announced that foreign private issuers (FPIs)—non-US companies listed on a US stock exchange—who did not include US GAAP financial statements in their annual reports, would be permitted to file financial statements without reconciliation to US GAAP, provided they prepared the statements using IFRS as promulgated by the IASB. In August 2007, the SEC issued a Concept Release which sought feedback on policy issues related to the possible use of IFRS by domestic registrants. Ernst & Young’s response recommended that the SEC commit unequivocally to IFRS and to establish a requirement for adoption by all SEC registrants as of a date certain. In a series of roundtables hosted by the SEC in December 2007, a significant majority of panelists—including representatives from public companies, auditing firms, investor groups, academia, rating agencies, the legal community and government agencies—agreed with Ernst & Young’s position. Some panelists went as far as to suggest specific dates for conversion, with several suggesting 2011 to coincide with the planned conversion date of several other countries, including Canada and India. Panelists in support of this date indicated that requiring US conversion simultaneously with these other countries could decrease any disruption in the global capital markets. Many panelists also supported the idea of providing US issuers with an option to convert to IFRS before the mandatory adoption date. Action! While the official ending has not yet been written for the transition to IFRS for US registrants, we believe it is only a matter of time. Companies that have already experienced the transition suggest that converting to IFRS is much more than a technical exercise. It requires fundamental change on multiple levels, and may take 2 A tale of two standards between 12 to 24 months to implement. Media and entertainment companies can start preparing now by understanding the key differences between US GAAP and IFRS, and the implications migrating to IFRS may have on their financial reporting. US GAAP versus IFRS for Media and Entertainment This article compares several key differences by media and entertainment subsector, including filmed entertainment, broadcast, music, cable and publishing. While not comprehensive, we believe our areas of focus provide insight into some of the issues media and entertainment companies should consider in evaluating the application of US GAAP or IFRS to a given transaction. In some instances there is no specific guidance under IFRS. Following the hierarchy of IAS 8, Accounting Policies, Changes in Accounting Estimates and Errors (IAS 8), in cases where a practice is not addressed, but is dealt with in the standards of another country that could offer authoritative guidance, the principles of that guidance can be considered as GAAP under IFRS. In practice, media and entertainment companies preparing financial statements under IFRS often look to US GAAP when IFRS guidelines do not provide specific guidance. In a recently issued publication, US GAAP v. IFRS: The Basics, Ernst & Young provides an overview, by accounting area, of the similarities and the differences of the two standards. While the US and international standards do contain differences, the general principles, conceptual framework and accounting results are often the same or similar. We suggest reading US GAAP v. IFRS: The Basics in conjunction with this article. Publishing US GAAP does not provide accounting guidance specific to the publishing industry. As a result, similar to IFRS, the publishing industry looks to general accounting pronouncements for guidance, with the exception of guidance under IAS 18, Revenue (IAS 18), which specifically addresses subscription revenues. Revenue Revenue recognition In publishing, the majority of revenues are generated from the sale of advertising space, from magazine or newspaper circulation and newsstand sales, or from book sales. Under US GAAP, publishing companies rely on Staff Accounting Bulletin 104, for revenue recognition guidance. Under IFRS, revenue recognition is prescribed by IAS 18. For the most part, the application of each of these standards to these types of transactions is similar. Under IAS 18, subscription revenue is recognized on a straight-line basis over the subscription period, assuming the items involved are of similar value in each time period. When the items vary in value from period to period, revenue is recognized on the basis of the sales value of the item sold in relation to the total estimated sales value of all items covered by the subscription. Barter transactions The approach to barter transactions for publishing is similar to that used for recording broadcast television transactions for both US GAAP and IFRS. Please refer to the Broadcast, Television Stations and Cable Channels discussion (page 6) for further details. Cost capitalization and amortization Pre-publication costs Under both US GAAP and IFRS, pre-publication costs (artwork, pre-press, editorial costs, etc.) are capitalized if there is an indication of future economic benefit related to these costs. Under IFRS, pre-publication costs are considered intangible assets and must meet the criteria of IAS 38, Intangible Assets (IAS 38), in order to be capitalized. These criteria are defined by IAS 38, and are different for assets generated internally or for acquired assets. For assets generated internally, these criteria include: • technical feasibility of the asset • intention of management and availability of resources to complete the asset • ability to use or sell the asset • whether the asset will generate probable future economic benefits • ability to reliably measure the expenditure In practice, most capitalized costs relate to dictionaries, scholastic publications and specialty series that have a recurring market and audience. Under both standards, costs paid to external third parties are capitalized. Costs incurred internally to develop ideas, edit or write, are expensed under US GAAP and are capitalized under IFRS if they meet the criteria of IAS 38. capitalized costs would be compared to discounted future cash flows in order to determine the amount of write-off, if any. As a result, IFRS may result in an earlier impairment write-down than US GAAP. Under IFRS, any impairment write-off or reserve may be reversed in future periods if it becomes evident that the advance will be recovered. US GAAP, on the other hand, has no such provision. Advertising expenses Under US GAAP, advertising expenses should be recorded in accordance with Statement of Position 93-7, Reporting on Advertising Costs. Under this provision, costs to develop or create an advertising campaign may be capitalized until the advertising is first used. Costs to communicate the advertising (i.e., television or radio spots, newspaper or magazine ads) are expensed as the advertisement is aired or published. Under IAS 38, advertising costs must be expensed as incurred. Under IFRS, capitalized pre-publication costs are recognized as an expense as the corresponding revenues are recognized, using an amortization model that considers the estimated future revenue stream. Author advances Under both standards, advances paid against future royalties due to authors are capitalized as an asset and expensed as related revenues are earned or when future recovery appears doubtful. In practice, however, under IFRS only author advances related to “proven authors” and to projects that have been designated as “go” projects are capitalized. Valuation and Impairment Under US GAAP, both pre-publication costs and author advances are reviewed periodically for indications that the prepublication costs or author advances are impaired or not fully recoverable based on undiscounted cash flows. If future recovery is doubtful, any costs should be written off to the lower of cost or discounted cash flows. Under IFRS, the A tale of two standards 3 Filmed entertainment Statement of Position 00-2, Accounting by Producers and Distributors of Films (SOP 00-2), serves as the governing guidance for filmed entertainment companies filing under US GAAP. Filmed entertainment companies preparing financial statements under IFRS may look to SOP 00-2 when IFRS guidelines do not provide specific guidance and providing application of SOP 00-2 complies with general IFRS principles. Revenue Revenue recognition Under both SOP 00-2 and IAS 18, there are five criteria that must be met for revenue to be recognized. Both standards require that the amount of revenue be determinable for recognition of revenue to take place. US GAAP requires delivery or availability of the product for immediate and unconditional delivery, while IFRS requires that the significant risks and rewards of ownership be transferred to the buyer. US GAAP requires evidence of an arrangement with a customer, reasonably assured collection of the arrangement fee, and that the license period of the arrangement begin prior to revenue recognition. IFRS has no formal requirement for delivery or that the license period begin prior to revenue being recognized, as long as the other criteria have been met. As a result, in certain licensing arrangements, it is possible to reach a conclusion under IFRS to recognize revenue upon signing of the contract. However, in practice, most companies filing under IFRS elect to follow revenue recognition principles similar to those articulated in SOP 00-2 and wait for the license period to begin to recognize revenue. For home entertainment sales, both IFRS and US GAAP require the estimation of a reserve for returns or discounts at the time revenue is recognized. Returns reserves are recorded as a reduction to revenues under both US GAAP and IFRS. 4 Minimum guarantees and advances IFRS and US GAAP are, for the most part, similar with respect to the recognition of revenue from advances or minimum guarantees. Both standards address nonrefundable guarantees and suggest that revenues can be recognized in full when the other conditions of revenue recognition are met. Under US GAAP, if a seller has some ongoing obligation to the buyer, or if the license period has not yet begun, revenue from the minimum guarantee should be deferred and recognized only when the revenue criteria have been met. Under IFRS, minimum guarantees are generally recognized in a manner similar to US GAAP. However, an example provided by IAS 18 would allow straightline recognition of minimum guarantees over the term of the agreement in certain circumstances, if such revenue recognition is determined to be in accordance with the substance of the agreement. For example, a catalogue of films might be amortized on a straight-line basis, if the straight-line method fairly represents the utilization of the asset. Royalties If an arrangement calls for the payment of royalties or variable fees, both standards require recognition of revenue only when the royalty has been earned and when it is probable that the fee or royalty will be received. This frequently results in “cash basis” recording of royalty revenues. Gross versus net reporting of revenues In assessing whether revenue should be reported gross, with a separate display of costs of sales, or on a net basis, EITF 9919, Reporting Revenue Gross as a Principal versus Net as Asset Agent (EITF 9919), provides indicators of whether the company acts as the principal in the transaction. These indicators include whether the company is the primary obligor under the arrangement, has latitude in establishing prices, performs part of the service to customer, or has inventory or credit risk. In the filmed entertainment business, co-production arrangements and many distribution A tale of two standards and licensing arrangements may require analysis under EITF 99-19 to determine proper reporting of revenues. IAS 18 acknowledges that, in an agency relationship, the amounts collected on behalf of the principal are not considered revenue. Instead, revenue is the amount of the commission earned by the agent. As “principal” is not defined under IFRS, companies reporting under IFRS may refer to US GAAP to assess the nature of the relationship. Barter transactions Within the film and television industries, a company may occasionally license programming to television stations in exchange for advertising time on those stations. Under APB 29, Accounting for Nonmonetary Transactions, these transactions may qualify as nonmonetary exchanges. Revenue and/or expenses are recognized based on the fair value of the assets received or transferred, if the fair value of the asset can be measured reliably. Under IFRS, however, barter transactions are regarded as transactions which generate revenue only when the services exchanged are dissimilar and the amount of revenue can be measured reliably. For example, in the filmed entertainment industry, the exchange of television programming for advertising time would be considered a dissimilar transaction, and revenue or expense would be recorded appropriately. For a more detailed discussion of the treatment of barter transactions under IFRS, see page 6 in the Broadcast, Television Station and Cable Channels section. Production costs Capitalization of production costs For the most part, US GAAP and IFRS guidelines are similar with respect to capitalized production costs. Two key differences lie in the capitalization of development costs and the capitalization of interest. Film costs include expenditures for properties (such as film rights to books, stage plays, or original screenplays), and the cost of adapting or developing the properties. The US standard requires that a company periodically review properties in development and, when it is determined that the property will not be used, recognize it as a loss by charging the cumulative costs to the income statement. It is presumed that a property will not be used if it has not been set for production within three years from the time of the first capitalized transaction. Under IFRS, film costs are considered intangible assets. As a result, costs to develop a project can only be capitalized if they meet the criteria of IAS 38. Please refer to the discussion of these criteria in the Publishing section (page 3). The criteria relating to the ability to generate future economic benefits are usually difficult to prove for development costs as they occur at a very early stage in the production of the project. This is why such costs are expensed as incurred under IFRS if they do not meet the criteria. Generally companies consider the “greenlight” date as being the point where it is evident that all criteria are met. Acquired costs are more frequently capitalized since the conditions to be met are less stringent. IAS 38 criteria for capitalizing acquired assets require only that it be probable that expected future economic benefits from the asset will flow to the entity and that the cost of the asset can be reliably measured. Therefore, in practice, acquired rights are almost always capitalized under IFRS. In terms of capitalized interest, US GAAP requires it. At present, IAS 23, Borrowing Costs (IAS 23), allows companies to either capitalize or expense interest costs associated with film and television productions. In practice, under IFRS, interest is generally not capitalized to production costs. However in March 2007, IAS 23 was revised in this area and the revised standard, which is elective prior to 1 January 2009, makes capitalization of interest mandatory for accounting periods beginning after that date. Amortization of capitalized production costs When it comes to amortization of capitalized production costs, US GAAP offers specific guidance; IFRS does not. Under US GAAP, film costs are amortized using the individual film forecast (IFF) method. The IFF method requires the estimation of future “ultimate” revenues and ultimate costs. Although IFRS offers no specific guidance for amortization of capitalized film costs, it does address amortization of intangible assets and indicates that the amortization method should reflect the pattern of consumption of the revenue that the intangible asset provides. Other costs Participations and residuals IFRS does not specifically address participations and residuals. As a result, companies reporting under IFRS record these costs using principles similar to those provided by US GAAP. Advertising, marketing and exploitation costs Generally speaking, advertising, marketing and exploitation costs are expensed as incurred under both US GAAP and IFRS. Because of the overriding premise that the principles of other relevant GAAP can be applied when IFRS does not specifically address an issue, in practice, under IFRS, film costs are amortized using a method consistent with the IFF method. Valuation and impairment Assessing impairment of capitalized film costs is similar for both US GAAP and IFRS. Under SOP 00-2, if an event or a change in circumstances indicates that a company should assess whether the fair value of a film is less than its unamortized film costs, the company should determine the fair value of the film and write off any excess of carrying value over the calculated fair value of the film. IFRS requires that impairment be assessed if there is an “impairment indicator” and provides guidelines for determining the recoverable amount. Both US GAAP and IFRS require that the fair or recoverable amount be calculated using estimated future cash inflows and appropriate discount rates. Under certain circumstances, IFRS allows for the reversal of impairment write-downs if it becomes evident that the value of the asset will be recovered. SOP 00-2 provides that an entity should not subsequently restore any amounts written off, once capitalized production costs have been written down to fair value at the close of an annual fiscal period. A tale of two standards 5 Broadcast, television stations and cable channels FAS 63, Financial Reporting by Broadcasters (FAS 63), serves as the US GAAP standard for financial accounting and reporting for broadcasters. This standard, along with various revenue recognition guidance, provides the basic accounting principles applied by broadcasters for revenue recognition, cost capitalization and cost recognition. Broadcast companies preparing financial statements under IFRS may look to FAS 63 when IFRS guidelines do not provide specific guidance and providing application of FAS 63 complies with general IFRS principles. Revenue Revenue recognition Revenue recognition principles for broadcasters under US GAAP and IFRS are similar. Advertising revenue is recognized at the time the advertising is aired. If several spots are purchased for one fee, the revenue is allocated to each of the spots on a systematic and rational basis. Subscription revenues are recognized ratably over the subscription period and pay-per-view revenues are recognized at the time the programming is aired. However, the accounting for barter transactions requires closer examination. Barter transactions Barter transactions can consist of the provision of advertising services in exchange for the supply of other advertising services, or the provision of advertising in exchange for goods and services. Under US GAAP, advertisingfor-advertising barter transactions are recognized if the fair value of the advertising surrendered in the transaction can be determined based on the company’s own historical practice of receiving cash for similar advertising from buyers unrelated to the counterparty in the barter transaction. In many cases, broadcasting spots are pre-emptable, or aired at the discretion of the advertiser. Thus, under US GAAP, there is some difficulty in recognizing revenue, and therefore significant judgment when assigning a value to those spots is required. Barter transactions involving the exchange of advertising for goods or services, such as the exchange of 6 advertising for programming content, should be based on the fair value of the goods or services exchanged in accordance with APB 29. An exception to this rule, however, occurs when a network provides primetime network programming to an affiliate station in exchange for advertising time. Under this scenario, no revenues or programming costs are recorded by the affiliate station; however, the network would record advertising revenues and amortization of programming costs. Under IFRS, barter transactions are regarded as transactions which generate revenue only when the services exchanged are dissimilar and the amount of revenue can be measured reliably. At issue, however, is that IFRS does not provide a definition of a similar or dissimilar transaction. Therefore, there is diversity in practice among broadcast and television stations and cable channels in the application of IFRS guidance. For example, an exchange of advertising services for advertising services is not a transaction that would generate revenue or expense under IFRS. However, an exchange of advertising services for programming content would be considered a dissimilar transaction and revenues or programming rights costs would be recorded accordingly. It is worth noting, however, that if a barter transaction crosses two accounting periods and, at the close of the financial period, the completion or fulfillment of the transaction is “unbalanced,” the entity must record an asset or liability in the financial statements. Multiple-element arrangements In the broadcasting industry, multipleelement arrangements can include the sale of Internet ad time and broadcasting ad time on television or radio. Under EITF 00-21, Revenue Arrangements with Multiple Deliverables, if a company enters into a sales contract where multiple elements are sold at the same time to the same customer, the company must evaluate whether the delivered element has stand-alone value to the customer. If there is objective fair value evidence for the undelivered item, and if the A tale of two standards arrangement includes a general right of return relative to the delivered element, and delivery of the undelivered item is considered probable and substantially in control of the vendor, the multiple elements would be accounted for separately. Otherwise the delivered element is combined with the undelivered element and accounted for as a single unit of accounting. Under IFRS, in certain circumstances, it is necessary to apply the recognition criteria to the seperately identifiable components of a single transaction in order to reflect the substance of the transaction. The recognition criteria are applied to two or more transactions together when they are linked in such a way that the commercial effect cannot be understood without reference to the series of transactions as a whole. Since IFRS does not have detailed guidance, companies applying IFRS look to other acceptable accounting principles in other countries, including US GAAP, to determine the accounting for multiple element arrangements. A difference may arise however, in terms of allocating the value of the transaction between the various elements. Under US GAAP, the value allocated to the first element may be “capped” based on the amount of cash received or the value of previous, similar stand-alone transactions. IAS 18 requires the allocation of the elements to be based on the relative fair values of the elements. These transactions require careful, in-depth analysis to determine the appropriate treatment under both standards. Gross versus net reporting of revenues Assessing gross versus net reporting of revenues in the broadcasting industry is similar to the approach used for filmed entertainment under both US GAAP and IFRS. Please refer to the filmed entertainment section for further detail on key differences. Cost capitalization and amortization Programming rights Programming rights are generally recognized in the financial statements as a separate asset on the balance sheet, allocated between current and long-term assets. Generally, capitalized costs should be amortized based on the estimated number of future showings. Licenses providing unlimited showings of programs with similar characteristics may be amortized over the period of the agreement if the estimated number of future showings is not determinable. For program series and other syndicated products, an accelerated method of amortization may be used if the first showing is more valuable to a station than reruns. No major differences in amortization of the asset exist between US GAAP and IFRS. However, an issue may arise in determining when to record the programming asset and related liability relating to a sports event, due to the fact that contracts may be entered into and executed well in advance of the event being aired. Under US GAAP, live programs are generally recorded and expensed when aired. Under IFRS, two diverse views exist: • Record an asset and liability at the earlier of the opening of the sports broadcasting period or upon first payment; or • Record the asset and liability at the signing of the contract irrespective of the date of the payment or the occurrence of the sporting event Paragraph 91 of the IFRS Framework highlights that “in practice, obligations under contracts that are equally proportionately unperformed (for example, liabilities for inventory ordered but not yet received) are generally not recognized as liabilities in the financial statements.” When a contract is signed, no payment has been made, no service has been rendered and the transaction is equally unperformed by both parties in the contract. Therefore, no debt and no asset should be recorded by the broadcaster at this stage, but rather an off balance sheet commitment has to be recorded. The support for the second view is that at the signing of the contract the broadcaster is ensured the right to air the future sporting event from which future economic benefits are expected, and, as the price is determined in the contract, the criteria to record an asset under the IFRS Framework have been fulfilled. Each case needs to be carefully analyzed based on the individual circumstances of the transaction. In addition, some companies reporting under IFRS consider broadcasting rights to be defined as intangible assets, while others classify the rights as inventories. Regardless of the balance sheet classification, under IFRS broadcasting rights are recognized in the profit and loss statement consistently with US GAAP. Valuation and impairment Capitalized programming rights and licenses must be periodically assessed for impairment under both US GAAP and IFRS. Under FAS 63, the unamortized programming rights are evaluated for impairment based on the lower of unamortized cost or net realizable value on a program by program, series, package, or daypart basis—as appropriate. Under IFRS, if an impairment indicator exists, a comparison is made between the carrying value of the asset with the discounted estimated future cash flows associated with the asset. As a result, IFRS may result in earlier impairment write-downs than US GAAP. Also, under certain circumstances, IFRS allows for the reversal of impairment write-downs in future periods if it becomes evident that the value of the asset will be recovered. However, FAS 63 provides that a writedown from unamortized cost to a lower estimated net realizable value establishes a new cost basis. the rights to broadcast programming over the airwaves. Similar payments are made to various governments by broadcasters outside of the US as well. Under US GAAP, payments for FCC licenses are capitalized and in many cases treated as an indefinitelived asset. In non-US jurisdictions, payments may include an initial, up-front payment, as well as annual or periodic payments. IFRS requires that the total amount to be paid under the contract be estimated and discounted to the fair value at the time the contract is recorded. The fair value of all payments to be made under the contract should be capitalized as an intangible asset and amortized in accordance with IAS 38. Under this provision, the amortization method should reflect the pattern of consumption of the revenue that the intangible asset provides. In practice, capitalized costs related to broadcasting rights are amortized ratably over the life of the contract. Sometimes, a new cable programming provider may pay an incentive fee to a cable television operator to carry a new cable channel. These payments are capitalized by the cable channel and amortized based on the terms of the contract: either based on estimated subscriber revenues or over the period covered by the contract. The amortization expense for these launch incentive fees is recorded as a reduction to revenue under both US GAAP and IFRS. Other matters In the US, payments are made by broadcasters to the Federal Communications Commission (FCC) for A tale of two standards 7 Cable and satellite operators FAS 51, Financial Reporting by Cable Television Companies (as amended) (FAS 51), serves as the US GAAP standard for financial accounting and reporting of costs, expenses, and revenues applicable to the construction and operation of cable television systems. Cable television companies preparing financial statements under IFRS may look to FAS 51 when IFRS guidelines do not provide specific guidance and providing application of FAS 51 complies with general IFRS principles. Revenue Revenue recognition Revenues for cable television companies are earned from a variety of sources, including subscription fees for video, highspeed data transmission, and telephone service, advertising, installation fees, customer premise equipment (CPE) rental revenues, and multiple-element arrangements. Under both US GAAP and IFRS, subscription fees are recognized as the services are provided or over the subscription term. Advertising revenues are recognized as the ads are aired. Under US GAAP, installation fee revenues are generally recognized up to the amount of costs incurred for the installation with any excess revenue deferred and amortized over the estimated customer life. In contrast, IFRS considers whether the installation costs are a separate element. If the installation is considered a separate element and can be reliably estimated, no deferral occurs. If the installation is not considered a separate element, the entire amount of revenue earned from the installation is deferred and amortized over the estimated customer life. Multiple-element arrangements The treatment of multiple-element arrangements for cable is the same as that for broadcasting under both US GAAP and IFRS. Please refer to the Broadcast, Television Stations and Cable Channels section (page 6) for further details. 8 Cost capitalization and amortization Costs Cable television companies incur various costs including, among others, costs of the plant to build the cable system, the cost of the drop from the street to the house, costs to sign up new customers, cost of CPE (e.g., converter boxes, modems, DVRs) and programming costs. US GAAP and IFRS treat costs similarly in most circumstances. A cable television plant is depreciated over its useful life, while the cost of the drop is depreciated over its physical life (e.g., 6 to 10 years) not to exceed the life of the plant. Costs to sign on new customers are treated as marketing costs and expensed. CPE not sold to the customer is depreciated over a short period such as three to five years. Costs for programming are recorded based on the underlying contractual agreements with the programming vendors (such as a rate per subscriber) and expensed as incurred. Another typical ongoing “cost” of a cable TV company is the amortization of various definite-lived intangible assets, including acquired customer relationships, purchased contract rights (otherwise known as purchased right-of ways or “door fees”) and costs incurred in connection with the renewals of franchise agreements. These definitelived intangible assets are amortized over their respective contract lives, except for customer relationship intangibles, which are amortized over the average term of the customer connection. A key difference lies in the capitalization of interest costs. US GAAP requires capitalization of interests costs during the construction period of a cable plant asset. IAS 23, on the other hand, allows companies to either capitalize interest or expense as incurred. In practice, most companies elect not to capitalize interest. As discussed for Filmed Entertainment on page 5, IAS 23 has been recently revised and capitalization of interest is elective prior to 1 January 2009, at which time the capitalization of interest becomes mandatory. A tale of two standards Franchise fees In the US, franchise fees are typically paid to the local municipality and frequently passed on to customers. Generally, however, franchise fees are due to the municipality whether the customer pays or not. Fees charged to the customer are reported as gross revenue while the costs paid to the municipality are reported as gross costs. In many jurisdictions outside the U.S., these fees are not always levied by the local municipality. Overall, IFRS and US GAAP are similar in their approaches to evaluating the presentation of franchise fees in the profit and loss statement. Further discussion of the application of gross versus net revenue reporting can be found in the Filmed Entertainment section. Launch incentive fees Accounting for launch incentive fees is consistent between the US GAAP and IFRS. Launch incentive fees are paid by cable programming providers to the cable television company upon the launch of a new cable channel. Fees received by the cable television operators are recorded as a deferred marketing credit and offset against any costs incurred to launch the cable network. To the extent that costs are not incurred to offset the cash received, the remaining deferred credit is amortized and recorded as an offset to programming expense over the term of the underlying cable programming agreement. Music FAS 50, Financial Reporting in the Record and Music Industry, serves as the governing guidance for US GAAP. This standard provides specific guidance for revenue recognition, artist compensation costs, and record master costs. Following the hierarchy of IAS 8, music companies preparing financial statements under IFRS may look to FAS 50 when IFRS guidelines do not provide specific guidance and providing application of FAS 50 complies with general IFRS principles. date. In practice, under IFRS, revenues are recognized when ownership of the title changes provided this date is not significantly different from the shipment date. Otherwise, an argument could be made to delay revenue recognition until release or until title changes, even though shipment has occurred. Determination of the revenue recognition date under IFRS requires careful analysis by the company to determine whether all revenue recognition criteria have been met. Revenue Licensing arrangements Under US GAAP, licensing revenues may be recognized if a noncancelable contract has been signed, a fee has been agreed upon, the rights have been delivered to the licensee, who is free to exercise them, and the licensor has no remaining significant obligation to furnish music or records. Under both US GAAP and IFRS, appropriate consideration must be given to estimating return reserves at the time the revenue is recognized. Returns reserves are recorded as a reduction to revenues under both US GAAP and IFRS. As with the recognition of revenues for filmed entertainment, IFRS does not require delivery or availability. In practice, however, companies reporting under IFRS typically record licensing revenues at the beginning of the licensing period, assuming all other criteria for revenue recognition have been met. Recorded music In practice, under US GAAP revenues are generally recognized upon shipment (with appropriate consideration given to FOB terms). In rare instances, revenue recognition may be delayed if shipment is made significantly in advance of the release date. Under IFRS, there is no precise guidance with respect to whether revenue should be recognized upon shipment or release date. However, IFRS’s guidance on revenue recognition requires that the significant risks and rewards of ownership be transferred to the buyer. It also requires that the seller cannot retain continuing managerial involvement or effective control over the goods sold. Under this requirement, a release date that is stipulated by the seller may constitute “effective control” and, thus, delay revenue recognition until release Advances and minimum guarantees Minimum guarantees should be recognized as a liability and recognized as revenue as the license fee is earned under the agreement. If the licensor cannot otherwise determine the amount of the license fee earned, the minimum guarantee should be recognized equally over the remaining performance period or license term. Under IFRS, revenues can be recognized in full when the other conditions of revenue recognition are met. Music companies filing under IFRS generally recognize revenues from advances and minimum guarantees at the beginning of the license period. Cost capitalization and amortization Artist advances There is some disparity in practice between US GAAP and IFRS with respect to royalties advanced to artists. Under US GAAP, an artist advance royalty can be capitalized only if past performance and current popularity of the artist to whom the advance is paid provide a sound basis for estimating that the amount of the advance will be recoverable from future royalties to be earned by the artist. In other words, an artist must be “proven” before capitalization of advance royalties is permitted. Once capitalized, advances are recouped, or charged to expense, as A tale of two standards subsequent royalties are earned by the artist. IFRS does not require proof of an artist’s past success. As a result, advances are capitalized as prepaid expenses, with appropriate reserves against the advance for any amounts estimated to be unrecoverable from future earnings. Prepaid artist advances are recouped from future earnings by the artist and recorded as expenses as recouped. Record masters US GAAP stipulates that the cost of a record master borne by the record company can be capitalized only if the artist is “proven.” The amount capitalized should be amortized over the estimated life of the recorded performance, using a method that reasonably relates the amount to the net revenue expected to be realized. IFRS does not offer specific guidance in this area. In practice, the costs of the record masters borne by the company are generally expensed. However, if it is determined that the cost of the record master is recoupable, such cost may be capitalized and is subject to the impairment review discussed below. Valuation and impairment Both US GAAP and IFRS require that capitalized artist advances and record masters be periodically reviewed for impairment. The guidance of FAS 50 indicates that any impairment write-down be determined by reference to subsequent royalties (in the case of artist advances) or future sales (in the case of capitalized record masters)—both reflecting undiscounted cash flows. Under IFRS, the calculation of an impairment writedown would be similar to US GAAP, except that IFRS would utilize discounted future cash flows in the calculation of the future royalties.As a result, IFRS may result in earlier impairment write-downs than US GAAP. Under IFRS, impairment write-offs or reserves may be reversed in future periods if it becomes evident that the advance or record master will be recovered. FAS 50 does not provide specific guidance in this area, and there is some diversity in practice. 9 Preparing for opening night While the red carpet has yet to be rolled out, media and entertainment companies would do well to begin thinking about IFRS adoption. One of the first key steps in that process, say those who have already experienced the transition, is understanding the differences between US GAAP and IFRS. While we have outlined some of the more obvious differences in this article, other differences will be more subtle. Those who have already experienced the transition to IFRS speak of underestimating the amount of time and effort involved. US media and entertainment companies can achieve a competitive advantage by studying the lessons learned by their European peers: understand the differences, make decisions early, identify and implement technology processes, and educate all stakeholders involved. We have encouraged the SEC to set a date certain for transition from US GAAP to IFRS for domestic registrants. By taking a proactive interest and learning from the experiences of others, US media and entertainment companies have an opportunity to shine on opening night. Stay tuned for future articles in our US GAAP versus IFRS series, where we will be discussing impairment, as well as the accounting challenges associated with new media. 10 A tale of two standards Ernst & Young contacts Global Media & Entertainment Center Global Area Leaders and Advisory Panel Members John Nendick Farokh T. Balsara Global Sector Leader Los Angeles, CA + 1 213 977 3188 john.nendick@ey.com Mumbai, India + 91 22 40356550 farokh.balsara@in.ey.com Karen Angel New York, NY + 1 212 773 3423 mark.besca@ey.com Global Implementation Director Los Angeles, CA + 1 213 977 5809 karen.angel@ey.com Beth Bemis Global Markets Leader Los Angeles, CA + 1 213 977 3208 beth.bemis@ey.com Heather Briggs M&E Senior Manager Los Angeles, CA + 1 213 977 4219 heather.briggs@ey.com Mike Fischer M&E Assurance Advisory Business Services New York, NY + 1 212 773 7553 michael.fischer@ey.com Feisal Nanji Sector Resident New York, NY + 1 212 773 2370 feisal.nanji@ey.com Yooli Ryoo Mark Besca Neal Clarance Vancouver, British Columbia + 1 604 648 3601 neal.g.clarance@ca.ey.com Alan Flitcroft London, England + 44 20 7951 3494 aflitcroft@uk.ey.com Noriharu Fujita Tokyo, Japan +81 3 3503 1113 fujita-nrhr@shinnihon.or.jp Gerhard Mueller Munich, Germany + 49 89 14331 13108 gerhard.mueller@de.ey.com Bruno Perrin Paris, France + 33 1 46 93 65 43 bruno.perrin@fr.ey.com Bryan Zekulich Sydney, Australia + 61 2 9248 5833 bryan.zekulich@au.ey.com Knowledge Manager Los Angeles, CA + 1 213 977 4218 yooli.ryoo@ey.com Pam Walker Events Coordinator Los Angeles, CA + 1 213 977 3046 pam.walker@ey.com A tale of two standards Global Service Line Leaders and Advisory Panel Members Alan Luchs Global M&E Tax Leader + 1 212 773 4380 alan.luchs@ey.com Paul Macaluso Advisory Panel Members Steve Almassy Global Technology Leader +1 408 947 5533 stephen.almassy@ey.com Howard Bass + 1 212 773 4841 howard.bass@ey.com Global M&E Transaction Advisory Services Leader + 1 213 240 7040 paul.macaluso@ey.com Glenn Burr Chris Pimlott Global Telecommunications Leader + 33 1 46 93 62 05 vincent.de.la.bachelerie@fr.ey.com Global M&E Tax Leader + 1 213 977 7721 chris.pimlott@ey.com Gregg Sutherland Global M&E Finance and Performance Management Leader + 1 720 931 4435 gregg.sutherland@ey.com + 1 213 977 3378 glenn.burr@ey.com Vincent De La Bachelerie Bud McDonald + 1 203 674 3510 bud.mcdonald@ey.com Kevin Reilly + 1 212 773 2074 kevin.reilly@ey.com Tim Teagle +1 213 977 3216 tim.teagle@ey.com Kenneth Walker + 1 818 703 4748 kenneth.walker@ey.com Ernst & Young Assurance | Tax | Transactions | Advisory About Ernst & Young Ernst & Young is a global leader in assurance, tax, transaction and advisory services. 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